HomeMy WebLinkAboutPRECISION SURVEY SUPPLY, LLCINSURANCE NOT ON FILE N-2024-058
WORK MAY ON PROCEED
CITY CLERK -
DATE: FEB 2 3 2024
O.Po(k)
i �. Nn.lyi Ma AGREEMENT BETWEEN PRECISION SURVEY SUPPLY, LLC AND
THE CITY OF SANTA ANA
THIS AGREEMENT is made and entered into on this 3lst day of January, 2024 by and between
Precision Survey Supply, LLC, ("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. On December 18, 2018, City Council approved agreement 9A-2018-286 to lease a Laser Scanner
Kit equipment, accessories, and license/software from Consultant via third -party financing. The
scanner was purchased in December 2022 for the residual amount. This scanner does not provide
new technology enhancements needed to authenticate evidence for crime and collision scenes.
B. The City now desires to retain Consultant to upgrade the current scanner with the necessary
components. Additionally, the City wishes to purchase an additional smaller scanner and package
that is more suitable for smaller spaces.
C. Using the same vendor for these services provides consistency, continuous technical support, and
warranty.
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 term 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, including upgrade of the current Leica RTC360 laser scanner purchased
in December 2022, and providing a BLK360 G2 scanner and package, and other goods and other services,
as set forth in Exhibit A.
2. COMPENSATION
a. City agrees to pay, and Consultant agrees to accept as total payment for its services for City,
the rates and charges identified in Exhibit A. The total amount to be expended during the tern
of this Agreement shall not exceed $50,000.00, which is allocated as follows: 1) a base amount
of $48,679.25; and 2) a contingency amount of $1,320.75 for additional, as -needed services,
to be exercised at City's sole discretion.
b. Payment by City shall be made within forty-five (45) days following receipt of proper invoice
evidencing work performed, subject to City accounting procedures. City and Consultant agree
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that all payments due and owing under this Agreement shall be wade through Automated
Clearing House (ACH) transfers. Consultant agrees to execute the City's standard ACH
Vendor Payment Authorization and provide required documentation. Upon verification of the
data provided, the City will be authorized to deposit payments directly into Consultant's
account(s) with financial institutions. 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 February 1, 2024 through January 31, 2025, unless terminated
earlier in accordance with Section 15, 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, 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 ail 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
Consultant shall procure and maintain for the duration of the contract insurance against claims for
injuries to persons or damages to property which may arise from or in connection with the performance
of the work hereunder by Consultant, its agents, representatives, and employees. Consultant shall procure
and maintain for the duration of the contract insurance claims arising out of their services and including,
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but not limited to loss, damage, theft or other misuse of data, infringement of intellectual property,
invasion of privacy and breach of data.
MINIMUM SCOPE AND LIMIT OF INSURANCE
Coverage shall be at least as broad as:
Commercial General Liability (CGL): Insurance Services Office Form CG 00 01covering CCL
on an "occurrence" basis, including products and completed operations, property damage, bodily injury
and personal & advertising injury with limits no less than $1,000,000 per occurrence and $2,000,000 in
the aggregate,
Automobile Liability; Insurance Services Office Form Number CA 0001 covering, Code I (any
auto), or if Consultant has no owned autos, Code 8 (hired) and 9 (nou-owned), with limit no less than
$1,000,000 per accident for bodily injury and property damage,
Workers' Compensation: insurance as required by the State of California, with statutory limits,
and Employer's Liability insurance with Iimit of no less than $1,000,000 per accident for bodily injury or
disease.
Other Insurance Provisions: The insurance policies are to contain, or be endorsed to contain,
the following provisions:
Additional Insured Status: City, its City Council, its officers, officials, employees, agents, acid
volunteers are to be covered as additional insureds on the CGL policy with respect to liability arising out
of work or operations performed by or on behalf of Consultant including materials, parts, or equipment
furnished in connection with such work or operations. Additional insured status can be provided in the
form of an endorsement to Consultant's insurance (at least as broad as ISO Form CG 20 10 1195 or both
CG 20 10, CG 20 26, CG 20 33, or CG 20 38; and CG 20 37 forms if later revisions used).
Primary Coverage: For any claims related to this contract, Consultant's insurance coverage shall
be primary insurance at least as broad as ISO CG 20 010413 as respects City, its City Council, its officers,
Officials, employees, agents, and volunteers. Any insurance or self-insurance maintained by the City, its
officers, officials, employees, or volunteers shall not contribute with it.
Severability of Interests (Cross -Liability): A severability of interest provision must apply for
all the additional insureds, ensuring that Lessee's insurance shall apply separately to each insured against
whom a claim is made or suit is brought, except with respect to the insurer's limits of liability.
Notice of Cancellation: Each insurance policy required above shall state that coverage shall not
be canceled, suspended, voided, reduced in coverage or in limits, non -renewed by the carrier, or materially
changed except after thirty (30) days prior written notice has been given to City. Ton (10) days prior
written notice shall apply in the event of cancellation or non -renewal due to non-payment of premium..
Prior written notice shall be sent to City pursuant to the Notices provision of this contract.
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Waiver of Subrogation: Consultant hereby grants to City a waiver of any right to subrogation
which any insurer of said Consultant may acquire against City by virtue of the payment of any loss under
such insurance. Consultant agrees to obtain any endorsement that may be necessary to affect this waiver
of subrogation, but this provision applies regardless of whether or not City has received a waiver of
subrogation endorsement from the insurer.
Self -Insured Retentions: Self -insured retentions most be declared to and approved by City. City
may require Consultant to provide proof of ability to pay losses and related investigations, claim
administration, and defense expenses within the retention.
Acceptability of Insurers: Insurance is to be placed with insurers authorized to conduct business
in the state of California with a current A.M. Best rating of no less than A:VII, unless otherwise acceptable
to City.
Claims Made Policies. If any of the required policies provide coverage on a claims -made basis:
• The Retroactive Date must be shown and must be before the date of the contract or the
beginning of contract work.
• Insurance must be maintained and evidence of insurance must be provided for at least three
(3) years after completion of the contract of work.
• If coverage is canceled or non -renewed, and not replaced with another claims -made policy
form with a Retroactive Date prior to the contract effective date, Consultant must purchase
"extended reporting" coverage for a minimum of three (3) years after completion of
contract work.
Certificate Holder: Certificate Holder on each insurance certificate shall be: "City of Santa Ana,
20 Civic Center Plaza, Santa Ana, CA 92701 ".
Verification of Coverage: Vendor shall furnish City with original Certificates of Insurance
including all required amendatory endorsements (or copies of the applicable policy language effecting
coverage required by this clause) and a copy ofthe Declarations and Endorsement Page of the CGL policy,
listing all policy endorsements, to City before work begins. However, failure to obtain the required
documents prior to the work beginning shall not waive Consultant's obligation to provide them. City
reserves the right to require complete, certified copies of all required insurance policies, including
endorsements required by these specifications, at any time,
Subcontractors: Consultant shall require and verify that all subcontractors maintain insurance
meeting all the requirements stated herein, and Consultant shall ensure that City is an additional insured
on insurance required from subcontractors.
Failure to Maintain Insurance Coverage: If Consultant, for any reason, fails to maintain
insurance coverage, which is required pursuant to this contract, for the entire term of this contract the same
shall be deemed a material breach of contract. City, at its sole option, may terminate this contract at any
time and obtain damages from Consultant resulting from said breach.
Special Risks or Circumstances: City reserves the right to modify these requirements, including
limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances.
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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 porsonal 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 negligent operations
of the Consultant, its subcontractors, agents, employees, or other persons acting on its behalf which relates
to the services described in section I 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 parry 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.
9. .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 idcntifiablo.
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.
10, CONFIDENTIALITY
I£ 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
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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.
11. 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.
12. NON-DISCRIMINATION
Consultant shall not discriminate because of race, color, creed, religion, sex, marital status, sexual
orientation, gender identity, gender expression, gender, medical conditions, genetic information, or
military and veteran status, age, national origin, ancestry, or disability, as defined and prohibited by
applicable law, in the recruitment, selection, teaching, training, utilization, promotion, termination or other
employment related activities or any services provided under this Agreement. Consultant affirms that it is
an equal opportunity employer and shall comply with all applicable federal, state and local laws and
regulations.
13. 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 tetras 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.
14. 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
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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 whieb are the subject to this
Agreement performed by City personnel or by other Consultants retained by City.
15. TERMINATION
This Agreement maybe terminated by the City upon thirty (30) days written notice of termination.
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 Executive Director may require Consultant to deliver
to the City all work product(s) 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. Payment 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 breach, failure of any condition, or any right or remedy contained in or granted by
the provisions of this Agreement shall be effective unless it is in writing and signed by the party waiving
the breach, failure, right or remedy. No waiver of any breach, failure or right, or remedy shall be doomed
a waiver of any other broach, failure, right or remedy, whether or not similar, nor shall any waiver
constitute a continuing waiver unless the writing so specifies.
17. 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.
18. PROFESSIONAL LICENSES
Consultant shall, throughout the term of this Agreement, maintain 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.
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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:
City Clerk
City of Santa Ana
20 Civic Center Plaza (M-30)
P.O. Box 1988
Santa Ana, CA 92702-1988
Fax: 71.4- 647-6956
With courtesy copies to:
Chief of Police
City of Santa Ana
60 Civic Center Plaza
Santa Ana, California 92702
Fax:714-245-8006
To Consultant:
Sam El -Said,
General Manager
Precision Survey Supply, LLC
8628 Utica Avenue, Suite 800
Rancho Cucamonga, CA 91730
offiecaa.urecisions mr Wupply com
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
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 attorney's fees, for any
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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.
[Signatures on following page]
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SIGNATURE PAGE FOR AGREEMENT BETWEEN PRECISION SURVEY SUPPLY, LLC
AND THE CITY OF SANTA ANA
IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above
written.
ATTEST:
Jennifer L. a I
City erk
APPROVED AS TO FORM:
SONIA R. CARVALHO
City Attorney
By:
Jo� Martinez
,, ssistant City Attorn
RECOMMENDED FOR APPROVAL:
Robert Rodriguez
Acting Chief of Police
CITY OF SANTA ANA:
'& y
'Thomas R. Hatch
Interim City Manager
PRECISION SURVEY SUPPLY, LLC:
Sam ElpgM
General Manager
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w A
Precision Survey Supply, LLC Et3tirrtate
8623 Utica Avenue #800
Rancho Cucamonga, CA 91730 US
909.931.4040
gam@precislonsurveysuppiy.com
www.PMCI$iorlsutvaysupply.com
NMI
Santa Ana Police Dept , Santa Ana Police Dept
80 Civla Center Or 60 Civic Center Or
Ca. Ca.
9antaAna,.CA 92701 Santa Ana, CA 92701
132514 12/05/2023
' 6016280
Lela BLK360 02 Starter, Pedtage Ready to
operate for on elte operation and registration of
BLK Scans In1he field and office. Including,
1 x Lelaa BLk860132 Laser Scanner (961110)
1 x GST29 BLK360 Tripod (853638)
1 x GVP796 BLK Mission Bag (879699)
Square Line Discount
SLK36002 Package Discount approved by Sam
PSW220f
RT0360 Laser Scanner CC? Consisting at:
Hardware Maintenance
Customer Support
RTC 360 Service of current generation
UpgmdeRTC to current, generation to include
firmware and complete calibration service of
Instrument
1 070M
Cyclone Register 360 migration / upgrade to
Register 360 Plus
EID:00105.75831.0002&88149-58281
5006690
Cyclone Register 360 Plus COP Reaalivation
EID:00106-7.5831-00028-68143.68261
1..6010134
Cyclone Reglster360 PLUS COP 1 year
to include:
Maintenance on Register 360 Software
-Technical Support
software Support
Firmware Upgrades
1 27,700.00
i
700,00
2,280.00
0.00
925.00
11805.00
-700,00
2,280.00
0.00T
926.00T
1,805.00!
EID;004105.75631.00029.68143.58261
6005168
Map360 Pro Reactivation
1
805.00
805,00T
EID:OO407-W,098.00032-44938-A5SB5
6015M
iM8 Map380 Pro Edition CCP -1 Year
1
1,560.00
1,560.00
Includes,
• Techribal support for 1 Year
• Product updates for 1 Year
EIDt00107-63098.00032.44938-A5SOS
PM2230
1 '
3,299,00 ii
3,299.00T'
High Definition Scanning External Data Collector
MSI Caamino, Series laptop
Windows Home Edition
Intel® Core 17 Processor current Generation Intel
Core
150 High Res Display
6408 RAM
8 GB DedicatedNvIdla Video Card
2TS BBD NVM9
Pt389221S
On -Site Forensic Training
1
5,984.00
6,984.00'
Accepted By:
signature:
4 days total at customer site. Forensic training
manuals provided to a8orrdess.
MaAmum:class size of $. Equipment, computers
end facilities ptovlded by
customer, Travel and expenses of the trainer
Included.
P8832208
Autel_Eva V3 Drone,Rgpair
1
1,825.00
1,828.00T'
Does, Mtlnduds apppoable tam or shipping chareaa. Thank youi
SUBTOTAL
45,483.00
TAX (9,asva)
31196.25
TOTAL
$48,679.26
Accepted By Accepted Date