HomeMy WebLinkAboutPCC NETWORK SOLUTIONS, A PACIFIC COAST CABLING, INC. COMPANY (2).pIINNSURANCEQ ON FILE N-2019-246
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DATE' ' 1
O ,T ) AGREEMENT WITH PCC NETWORK SOLUTIONS
—��, ®.t 4"�y TO PROVIDE CABLING SERVICES
Cc� THIS AGREEMENT is made and entered into on this 17 " day of October, 2019 by and between
PCC Network Solutions, a Pacific Coast Cabling, Inc. company, ("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 ("City").
RECITALS
A. The City desires to retain a consultant having special skill and knowledge in the field of
installation of cabling services.
B. Consultant represents that it has provided similar services to the City since 2013 until the
expiration of its most current agreement on August 31, 2019, and is able and willing to
provide a continuation of 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 perform during the tern of this Agreement, the tasks and obligations
including all labor, materials, tools, equipment, and incidental customary work required to fully
and adequately complete the services described and set forth in Agreement A-2013-144, attached
hereto as Exhibit A, and incorporated by reference.
2. COMPENSATION
a. City agrees to pay, and Consultant agrees to accept as total payment for its services for
City, the rates and charges as provided in Agreement A-2013-144. The maximum
amount to be paid during the term of this Agreement shall not exceed $25,000,
r
b. City acknowledges that it will pay Consultant for any services provided since
September 1, 2019, up to the final execution of this Agreement,
c. Payment by City shall be made within forty-five (45) 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.
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3. TERM
This Agreement shall commence on the date first written above and continue for a one (l)
year term until Octobei 14, 2020, unless terminated earlier in accordance with Section 15, below.
4. INDEPENDENT CONTRACTOR
Consultant shall, during the entire tern 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. OWNERSHIP OF MATERIALS
This Agreement creates a non-exclusive and perpetual license for City to copy, use,
modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property
embodied in plans, specifications, studies, drawings, estimates, and other documents or works of
authorship fixed in any tangible medium of expression, including but not limited to, physical
drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or
caused to be prepared by Consultant under this Agreement ("Documents & Data"). Consultant
shall require all subcontractors to agree in writing that City is granted a non-exclusive and
perpetual license for any Documents & Data the subcontractor prepares under this Agreement.
Consultant represents and warrants that Consultant has the legal right to license any and all
Documents & Data Consultant makes no such representation and warranty in regard to
Documents & Data which were provided to Consultant by the City. City shall not be limited in
any way in its use of the Documents and Data at any time, provided that any such use not within
the purposes intended by this Agreement shall be at City's sole risk.
6. INSURANCE
Prior to undertaking 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 naming the City, its officers, employees, agents,
volunteers and representatives as additional insured(s) and 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
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damage, in the total amount of $1,000,000 per occurrence, with $2,000,000 in the
aggregate. Such insurance shall (a) name the City, its officers, employees, agents,
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.
G. 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 with $2,000,000 in the aggregate.
C. 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 by the City.
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.
iv. Where the amounts or coverage provided by the certificates of insurance
provides coverage greater than those listed by this Agreement, the amounts
provided by the certificates of insurance shall be incorporated by reference
into the Agreement.
V. Consultant shall supply City with a fully executed additional insured
endorsement.
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. Such termination shall not affect
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.
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7. INDEMNIFICATION
Consultant agrees to defend, and shall indemnify and hold harmless the City, its officers,
agents, employees, contractors, 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 fiom the
negligent operations of the Consultant, its subcontractors, agents, employees, or other persons
acting on its 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 fit
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 patty
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 from this Agreement, City may make all reasonable
decisions with respect to its representation in any legal proceeding. Notwithstanding the foregoing,
to the extent Consultant's services are subject to Civil Code Section 2782.8, the above indemnity
shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise out of,
pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant.
8. INTELLECTUAL PROPERTY INDEMNIFICATION
Consultant shall defend and indemnify the City, its officers, agents, representatives, and
employees against any and all liability, including costs, for infringement of any United States'
letters patent, trademark, or copyright infringement, including costs, contained in the work product
or documents provided by Consultant to the City pursuant to this Agreement,
4, RECORDS
Consultant shall keep records and invoices in connection with the work to be performed
under this Agreement. Consultant shall maintain complete and accurate records with respect to
the costs incurred under this Agreement and any services, expenditures, and disbursements
charged to the City for a minimum period of three (3) years, or for any longer period required by
law, from the date of final payment to Consultant under this Agreement. All such records and
invoices shall be clearly identifiable. Consultant shall allow a representative of the City to
examine, audit, and make transcripts or copies of such records and any other documents created
pursuant to this Agreement during regular business hours. Consultant shall allow inspection of all
work, data, documents, proceedings, and activities related to this Agreement for a period of three
(3) years from the date of final payment to Consultant under this Agreement.
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10. CONFIDENTIALITY
If Consultant receives from the City information whichop (tiletas to the Consultant
agrees such
al
ituslrnll notris uu tir disctly lttsc isuohtood to fo matioll xcept{in tire/pen founanceyol'tiisuAgrectment, that
tect its
es 10
i further agree", importance,
! in no event lessle t11110 thancrelree Of Care it sonable care. "Cull rl tential htlotltation" shall heludewn jilrol-Inalion or �I Ill
intpottance,
nonpublic information. Confidential inforvtatronlncludes not only Other ateauS, Cron ut also
dent a1
information transferred orally, visually, electronically, or by O
by Agreement.odisclosed
l'hc I'orceither
going u ail gt>tioily
ous ctlsnatniny trntcl{n nd{5� ent osurc.shnll Wotile 011101rt npply t<a`nncY
y
information that (a) has been le
disclosed in publVulynvatlibl tsritihtful liy%sessiontortl e Consultant
Consultant disclosed in a publicly available source, (c) g or (e)
without an oltligatioit of confidentiality; (d) is required to be (lisclosedby operation of law; _
ultant without reference to ine
rboustion disclosed by tile
is independently developed by the Cons
City.
11. CONFLICT OF INTEREST CLAUSE
Consultant covenants that it presently has no interests and shallnot: taro interests, direct
or indirect, Which would coutlict in any Manner with perfortnance of services specified under this
Agreement.
1y, NON-DISCRIMINATION
Consultant shall not discriminate because of race, color, creed, religion, sex, Marital status,
sexual orientation, ago, national origin, ancestry, or disability, tirornelio nelterminprohibited
ion or other
applicable law, in rate recruit selection, training, unitization, l
empio applicable
law,
in tile
activities. Consultant affirms that it is an equal opportunity employer and shad
coorply with all applicable federal, state and local laws and regulations.
13. EXCLUSIVITY AND AMENDMENT
This Agreement rcprescnts the complete. and exclusive statement bet4vc tin the City tool
Consultant, auct supersadc any taxi all other agreements, oral or written, between the parties, in
the event or a conflict between the terms of this Agreement and criedally attachments hereto, the rants
cul
of this
by eet City load by all authorized tcptcseutui ve o�l Consultant Tito parexcepilly ties agree ritten that any
terms tir oortditicns of tiny purchase outer or othor insteuntobl that are inconsistent with, or is
rontises or
addition to, the terns and conditions hereof, shall not bind or obligate Consultant or the City. Each
party to this Agreement acknowledges that no epre't`tatwn�, uttleuc`t gtonfchaffofany
agreements' orally or otherwise, have been matte by y party, ' y, Y
party, whieh is not cinbodie d. herein.
page 5 of 7
14. ASSIGNMENT
Inasmuch as this Agreement is intended to secure the specialized services ol'Consulttult,
y interest
le prior
Consultant may not oft assign and any s tle asslgmnent,pate olrtmsfer, deft gafoniai subcotttracterein without lwithout
written sent
void. Nothing
the ity Cued to limit the1C'tty'slaill ill beity orisid e ailyraf the Services Which are the subject to tills
be ° Personnel or by enter Of tale s r retained by City.
Agreement pet'forlued by City p
15. TERMINATION s written notice or
This Agreement may be terminated by tile days City upon thirty (30) Yay
telitiinatfan, In such event, Considtaut shall be enlitied to receive crlltotile ec ipt lot��sutel Cnot ceaOr
compensation for all services perfor9ned Uy Consultant p
termination, subject to the following conditions.
a• As a condition of site" sultant to
paynPl'Od tile I' complete(, Direct()"
s otf such (lateMay l,landvilllsuch case
deliver to the City ail work pr'oduct(s)
such work product shall be the property of the City artless Prohibited by law, titxl
Consultant coltseots to the Cfty's use thereof for such purposes as the City deems
appropriate,
b. payineon need not be made for work which fails to meet the standard of
Performance specified in the Recitals of this Agreement.
16. WAIVER
No waiver of Uie<lch, failure of tiny condition, ar ally right or rented: ionttuuecl is cr
granted by rile Provisions of tars Agreefailure I. i ment shall Uc effective unless it is in writing and signed by
teen eery wal oe ccle� etl�alwaiver ofally otherlbreach,�Fwlu e, right or reineb re sell, dy, whether fitillne or ortnct
Similar, nor sliail tiny waiver. constitute a continuing waiver unless t"a writing so specifies.
17, JURISDICTION -VENUE
Agreement shall be
This Agrccnlotlt has Uccu executed rind delivered in tilc State of CnitCornia and the validity,
interpretation, performance, and enrarcement of any at' the clauses of Pats A{
determined and governed by the laws of the State of Ctiii n Or Proceeding
• Beth parties further agree that
Orange County, Cali foiltia, sliail be, the veucle for tiny action or procecdiugthat may be brought or
arise Out of, in connection with 01' by reasoll;of this Agreement.
IS, PROFESSIONAL LICENSES
Cousuhanl shall throng"out the term of this Agroornent, nlaillia'" all. necessary licenses,
permits, approvals, waivers, trod exemptions necessary far the prpvltiuw of the ..services hereunder
lif
tuxl required
a Ana and atLothtn govertnnia tile City of
vs and nellt£diagencins of es, Consultant shall notify tile Ciitytiimmcdit Pixy and
Sant
Page 6 of 7
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.
19, 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 fax 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:
Chief Innovations Officer, Information
Teelmology
City of Santa Ana
20 Civic Center Plaza (M-42)
P.O. Box 1998
Santa Ana, Calif6tnia 92702
Fax:714-647-5381
To Consultant:
PCC Network Solutions
20717 Prairie Street
Chatsworth, CA 91311
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 fax, 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.
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N-2019-246
20. MISCELLANEOUS PROVISIONS
a. Each undersigned represents and warrants that its signature herein below 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
a►torney'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:
CITY OF SANTA ANA
Daisy Gomez
Ridge
Clerk of the Council rz�City Manager
APPROVED AS TO FORM:
SONIA R. CARVALHO
City Attgplcy
By: ' I/
Ryan O.
RECOMMENDED FOR APPROVAL:
Jack 'iulla
Chip' Innovations Officer, Information Technology
CONSULTANT:
e 4i�
ly: pA7- �8 eua 5 6
Title:
V / f�/NhrJcd
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