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HomeMy WebLinkAboutComcate Software, Inc. - Code Enforcement Software - Short Form Services Agreement - 2025 0 SHORT FORM SERVICES AGREEMENT BY AND BETWEEN THE CITY OF NATIONAL CITY AND COMCATE SOFTWARE, INC. THIS AGREEMENT is entered into this 12th day of May,2025,by and between the CITY OF NATIONAL CITY, a municipal corporation (the "CITY"), and COMCATE SOFTWARE, INC., a California corporation(the"CONSULTANT"). NOW, THEREFORE, CITY agrees to engage CONSULTANT to perform the services set forth herein in accordance with the following terms and conditions: 1. DESCRIPTION OF SERVICES. CONSULTANT shall provide services as outlined in attached proposal, Exhibit "A". To the extent the provisions of Exhibit "A" are ambiguous in relation to the provisions of this Agreement, inconsistent with the provisions of this Agreement, or expand upon the provisions of this Agreement, the provisions of this Agreement shall take precedence and the provisions of Exhibit"A" shall not apply. 2. EFFECTIVE DATE AND LENGTH OF AGREEMENT. This Agreement shall not become effective and binding until fully executed by both the CITY and CONSULTANT. The duration of this Agreement is from July 1, 2025 through June 30, 2026. 3. COMPENSATION. The total compensation to CONSULTANT for providing the services set forth herein shall not exceed a one-time cost of$12,959.00. The compensation for CONSULTANT'S work shall be based upon and not exceed the rates given in Exhibit "A" (the labor rates)without prior written authorization from CITY. 4. PAYMENT SCHEDULE. CITY will make payment within thirty (30) days of receiving and approving a billing statement for the satisfactorily completed services of CONSULTANT. 5. ACCEPTABILITY OF WORK. The CITY shall, with reasonable diligence, determine the quality or acceptability of the work, the manner of performance, and/or the compensation payable to the CONSULTANT. 6. INDEPENDENT CONTRACTOR. It is agreed that CONSULTANT is an independent contractor, and all persons working for or under the direction of CONSULTANT are CONSULTANT's agents, servants and employees, and said persons shall not be deemed agents, servants, or employees of CITY. 7. DRUG FREE WORKPLACE. The CONSULTANT agrees to comply with the CITY's Drug-Free Workplace requirements. Every person awarded a contract by the CITY for the provision of services shall certify to the CITY that it will provide a drug-free workplace. Any subcontract entered into by the CONSULTANT pursuant to this Agreement shall contain this provision. 8. NON-DISCRIMINATION PROVISIONS. The CONSULTANT shall not discriminate against any employee or applicant for employment because of age, race, color, ancestry, religion, sex, sexual orientation, marital status, national origin, physical handicap, or medical condition. The CONSULTANT will take positive action to insure that applicants are employed without regard to their age,race,color,ancestry,religion,sex,sexual orientation,marital status, national origin,physical handicap, or medical condition. Such action shall include, but not be limited to, the following: employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination, rates of pay or other forms of compensation, and selection for training,including apprenticeship.The CONSULTANT agrees to post in conspicuous places available to employees and applicants for employment any notices provided by the CITY setting forth the provisions of this non-discrimination clause. 9. INDEMNIFICATION AND HOLD HARMLESS. To the maximum extent provided by law, the CONSULTANT agrees to defend, indemnify and hold harmless the City of National City, its officers, officials, agents, employees, and volunteers against and from any and all liability,loss,damages to property,injuries to,or death of any person or persons,and all claims, demands, suits,actions, proceedings, reasonable attorneys' fees, and defense costs, of any kind or nature, including workers' compensation claims, of or by anyone whomsoever, resulting from or arising out of the CONSULTANT's performance or other obligations under this Agreement; provided, however, that this indemnification and hold harmless shall not include any claims or liability arising from the established sole negligence or willful misconduct of the CITY, its agents, officers employees, or volunteers. CITY will cooperate reasonably in the defense of any action, and CONSULTANT shall employ competent counsel,reasonably acceptable to the City Attorney. The indemnity, defense, and hold harmless obligations contained herein shall survive the termination of this Agreement for any alleged or actual omission, act, or negligence under this Agreement that occurred during the term of this Agreement. 10. EMPLOYEE PAYMENTS AND INDEMNIFICATION. 10.1 PERS Eligibility Indemnification. If CONSULTANT's employee(s) providing services under this Agreement claims, or is determined by a court of competent jurisdiction or the California Public Employees Retirement System ("PERS") to be eligible for enrollment in PERS of the CITY, CONSULTANT shall indemnify, defend, and hold harmless CITY for the payment of any employer and employee contributions for PERS benefits on behalf of the employee as well as for payment of any penalties and interest on such contributions which would otherwise be the responsibility of the CITY. CONSULTANT's employees providing service under this Agreement shall not: (1)qualify for any compensation and benefit under PERS; (2) be entitled to any benefits under PERS; (3) enroll in PERS as an employee of CITY; (4)receive any employer contributions paid by CITY for PERS benefits; or (5) be entitled to any other PERS-related benefit that would accrue to a CITY employee. CONSULTANT's employees hereby waive any claims to benefits or compensation described in this Section 10.This Section 10 applies to CONSULTANT notwithstanding any other agency, state or federal policy, rule, regulation, law or ordinance to the contrary. 10.2 Limitation of CITY Liability. The payment made to CONSULTANT under this Agreement shall be the full and complete compensation to which CONSULTANT and CONSULTANT's officers, employees, agents, and subcontractors are entitled for performance of Standard Short Form Agreement Page 2 of 6 City of National City and Revised 2023 Comcate Software.Inc. any work under this Agreement. Neither CONSULTANT nor CONSULTANT's officers, employees, agents, and subcontractors are entitled to any salary or wages, or retirement, health, leave or other fringe benefits applicable to CITY employees. The CITY will not make any federal or state tax withholdings on behalf of CONSULTANT. The CITY shall not be required to pay any workers' compensation insurance on behalf of CONSULTANT. 10.3 Indemnification for Employee Payments. CONSULTANT agrees to defend and indemnify the CITY for any obligation, claim, suit, or demand for tax, retirement contribution including any contribution to PERS, social security, salary or wages, overtime payment, or workers' compensation payment which the CITY may be required to make on behalf of (1) CONSULTANT, (2) any employee of CONSULTANT, or (3) any employee of CONSULTANT construed to be an employee of the CITY, for work performed under this Agreement. This is a continuing obligation that survives the termination of this Agreement. 11. INSURANCE. CONSULTANT shall obtain: A. n If checked, Professional Liability Insurance (errors and omissions) with minimum limits of$1,000,000 per occurrence. B. Automobile insurance covering all bodily injury and property damage incurred during the performance of this Agreement, with a minimum coverage of $1,000,000 combined single limit per accident. Such automobile insurance shall include owned, non-owned, and hired vehicles. The policy shall name the CITY and its officers, agents, employees, and volunteers as additional insureds,and a separate additional insured endorsement shall be provided. C. Commercial General Liability Insurance, with minimum limits of either $2,000,000 per occurrence and $4,000,000 aggregate, or $1,000,000 per occurrence and $2,000,000 aggregate with a $2,000,000 umbrella policy, covering all bodily injury and property damage arising out of its operations,work,or performance under this Agreement. The policy shall name the CITY and its officers, agents, employees, and volunteers as additional insureds, and a separate additional insured endorsement shall be provided. The general aggregate limit must apply solely to this "project" or"location". The "project" or"location" should be noted with specificity on an endorsement that shall be incorporated into the policy. D. Workers' compensation insurance in an amount sufficient to meet statutory requirements covering all of CONSULTANT'S employees and employers' liability insurance with limits of at least $1,000,000 per accident. In addition, the policy shall be endorsed with a waiver of subrogation in favor of the CITY. Said endorsement shall be provided prior to commencement of work under this Agreement. If CONSULTANT has no employees subject to the California Workers' Compensation and Labor laws, CONSULTANT shall execute a Declaration to that effect. Said Declaration shall be provided to CONSULTANT by CITY. E. The aforesaid policies shall constitute primary insurance as to the CITY, its officers,employees,and volunteers,so that any other policies held by the CITY shall not contribute to any loss under said insurance. Said policies shall provide for thirty(30)days prior written notice to the CITY's Risk Manager,at the address listed in subsection G below,of cancellation or material change. F. Said policies, except for the professional liability and workers' compensation policies, shall name the CITY and its officers,agents,employees, and volunteers as additional insureds, and separate additional insured endorsements shall be provided. Standard Short Form Agreement Page 3 of 6 City of National City and Revised 2023 Comcate Software,Inc. G. The Certificate Holder for all policies of insurance required by this Section shall be: City of National City c/o Risk Manager 1243 National City Boulevard National City, CA 91950-4397 H. If required insurance coverage is provided on a"claims made" rather than "occurrence" form, the CONSULTANT shall maintain such insurance coverage for three years after expiration of the term (and any extensions) of this Agreement. In addition, the "retro" date must be on or before the date of this Agreement. I. Insurance shall be written with only insurers authorized to conduct business in California which hold a current policy holder's alphabetic and financial size category rating of not less than A:VII according to the current Best's Key Rating Guide, or a company of equal financial stability that is approved by the City's Risk Manager. In the event coverage is provided by non-admitted "surplus lines" carriers, they must be included on the most recent List of Approved Surplus Line Insurers ("LASLI") and otherwise meet rating requirements. J. This Agreement shall not take effect until certificate(s) or other sufficient proof that these insurance provisions have been complied with,are filed with,and approved by the CITY's Risk Manager. If the CONSULTANT does not keep all insurance policies required by this Section 11 in full force and effect at all times during the term of this Agreement, the CITY may treat the failure to maintain the requisite insurance as a breach of this Agreement and terminate the Agreement as provided herein. K. All deductibles and self-insured retentions in excess of ten-thousand dollars ($10,000) must be disclosed to and approved by the CITY. CITY reserves the right to modify the insurance requirements of this Section 11, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances. L. If the CONSULTANT maintains broader coverage or higher limits(or both) than the minimum limits shown above,the CITY shall be entitled to the broader coverage or higher limits(or both)maintained by the CONSULTANT. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the CITY. 12. TERMINATION. CITY may terminate this Agreement at any time by providing one (1) day's written notice to CONSULTANT. 13. BUSINESS LICENSE. CONSULTANT must possess or shall obtain business license from National City Finance Department before beginning work. 14. PREVAILING WAGES. State prevailing wage rates may apply to work performed under this Agreement. State prevailing wages rates apply to all public works contracts as set forth in California Labor Code, including but not limited to, Sections 1720, 1720.2, 1720.3, 1720.4,and 1771.CONSULTANT is solely responsible to determine if State prevailing wage rates apply and, if applicable, pay such rates in accordance with all laws, ordinances, rules, and regulations. Standard Short Form Agreement Page 4 of 6 City of National City and Revised 2023 Comcate Software.Inc. 15. ADMINISTRATIVE PROVISIONS. A. Computation of Time Periods. If any date or time period provided for in this Agreement is or ends on a Saturday, Sunday or federal, state or legal holiday, then such date shall automatically be extended until 5:00 p.m. Pacific Time of the next day which is not a Saturday, Sunday or federal, state, or legal holiday. B. Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, but all of which, together, shall constitute but one and the same instrument. C. Captions. Any captions to, or headings of, the sections or subsections of this Agreement are solely for the convenience of the parties hereto, are not a part of this Agreement, and shall not be used for the interpretation or determination of the validity of this Agreement or any provision hereof. D. No Obligations to Third Parties. Except as otherwise expressly provided herein,the execution and delivery of this Agreement shall not be deemed to confer any rights upon, or obligate any of the parties hereto, to any person or entity other than the parties hereto. E. Exhibits and Schedules. The Exhibits and Schedules attached hereto are hereby incorporated herein by this reference for all purposes.To the extent any exhibits,schedules, or provisions thereof conflict or are inconsistent with the terms and conditions contained in this Agreement,the terms and conditions of this Agreement will control. F. Amendment to this Agreement. The terms of this Agreement may not be modified or amended except by an instrument in writing executed by each of the parties hereto. G. Assignment &Assumption of Rights. CONSULTANT shall not assign this Agreement, in whole or in part, to any other party without first obtaining the written consent of CITY. H. Waiver. The waiver or failure to enforce any provision of this Agreement shall not operate as a waiver of any future breach of any such provision or any other provision hereof. I. Applicable Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California. The venue for any legal action arising under this Agreement shall be in either state or federal court in the County of San Diego, State of California. The CONSULTANT shall comply with all laws, including federal, state, and local laws, whether now in force or subsequently enacted. J. Audit. If this Agreement exceeds ten-thousand dollars($10,000),the parties shall be subject to the examination and audit of the State Auditor for a period of three (3) years after final payment under the Agreement, per Government Code Section 8546.7. K. Entire Agreement. This Agreement supersedes any prior agreements, negotiations and communications, oral or written, and contains the entire agreement between the parties as to the subject matter hereof.No subsequent agreement, representation, or promise made by either party hereto,or by or to an employee, officer, agent,or representative of any party hereto shall be of any effect unless it is in writing and executed by the party to be bound thereby. L. Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the successors and assigns of the parties hereto. M. Subcontractors or Subconsultants. The CITY is engaging the services of the CONSULTANT identified in this Agreement. The CONSULTANT shall not subcontract any portion of the work, unless such subcontracting was part of the original proposal or is allowed by the CITY. In the event any portion of the work under this Agreement is subcontracted, the subcontractor(s) shall be required to comply with and agree to, for the benefit of and in favor of Standard Short Form Agreement Page 5 of 6 City of National City and Revised 2023 Comcate Software.Inc. the CITY, both the insurance provisions in Section 11 and the indemnification and hold harmless provision of Section 9 of this Agreement. N. Construction. The parties acknowledge and agree that (i) each party is of equal bargaining strength, (ii)each party has actively participated in the drafting, preparation and negotiation of this Agreement, (iii) each such party has consulted with or has had the opportunity to consult with its own, independent counsel and such other professional advisors as such party has deemed appropriate, relative to any and all matters contemplated under this Agreement, (iv) any rule or construction to the effect that ambiguities are to be resolved against the drafting party shall not apply in the interpretation of this Agreement, or any portions hereof,or any amendments hereto. IN WITNESS WHEREOF,this Agreement is executed by CITY and by CONSULTANT on the date and year first above written. CITY OF NATIONAL CITY COMCATE SOFTWARE,INC. (Corporation—signatures of two corporate officers required) By: I/01 1 By: P4i,4:h 0 Cg S ott Huth, (Name) Interim City Manager ft(r / 0 h( , 22 Ca rint) APPROVED AS TO FORM: C.� By: Grrit'"'e (Title) Barry J. S , City Attorney By: (V-7t-- (Name) u k 15<0 ( {� (Print) (Title) Standard Short Form Agreement Page 6 of 6 City of National City and Revised 2023 Comcate Software,Inc. CONTACT INFORMATION CITY OF NATIONAL CITY COMCATE SOFTWARE,INC. 1243 National City Boulevard 9450 SW Gemini Drive, Suite#61173 National City, CA 91950-439 Beaverton, OR 97008 Phone: (619) 336-4317 Phone: 415-609-0700 Contact: Ronny Soriano Contact: David Richmond Title: Manager of Neighborhood Services Title: President of COMATE SOFTWARE, INC. Dep.: Community Development Email: dave@comcate.com Email: rsoriano@naationalcityca.gov Taxpayer I.D.No.: 94-3412935 Standard Short Form Agreement Page 7 of 6 City of National City and Revised 2023 Comcate Software,Inc.