HomeMy WebLinkAboutGREEN FLOAT CO.1City of Santa Ana C 20.0
Clerk of the Council ✓
AGREEMENT TERMINATION
5.
Please complete this form when the attached agreement is no longer in effect.
Return form to the Clerk of the Council Office (M -30). r 4<I
Call 647 -5237 if you have any questions.r
The agreement with 62Y-ef,"
No. T�j ai 1()c — was completed on f?
and final payment has been made.
Revised 07 -23 -07
Department: 5? W—&S
Phone /Ext.:
Signature:
Date:
C, It XPIRES ; .d3 N- 2003 -002
1,L,---- CONSULTANT AGREEMENT 03
THIS AGREEMENT, made and entered into this l51h day in January, 2003 by and
between Green Float Company ( herinafter "Consultant'), and the City of Santa Ana, a charter
city and municipal corporation organized and existing under the Constitution and the laws of the
State of California (hereafter "City ").
RECITALS
A. The City desires to retain a consultant having special skill and knowledge in the field
of constructing and decorating parade floats.
B. Consultant represents that Consultant 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.
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:
SCOPE OF SERVICES
Consultant shall provide five (5) decorated parade floats as set forth in Exhibit A to
this Agreement.
2. COMPENSATION
a. City agrees to pay, and Consultant agrees to accept as a total payment for its the
rates and services, the rates and charges identified in Exhibit A. The total sum to be expended
under this Agreement, shall not exceed $9,000.00 during the term of this Agreement.
b. City agrees to pay Consultant 50% ($4,500.00) upon the execution of this
Agreement, and 50% upon the final invoice submitted by Consultant. Final 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 the work
which fails to meet the standards of performance set forth in the Recitals which may be
reasonably be expected by the City.
3. TERM
This Agreement shall commence on the date first written above and terminate on
February 28, 2003, unless terminated earlier in accordance with Section 12, below. The term of
this Agreement may be extended upon a writing executed by the Executive Director of Parks,
Recreation and Community Services and the City Attorney.
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 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
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 damage, in the total
amount of $1,000,000 per occurrence. Consultant shall supply City with a fully executed
additional insured endorsement in substantially the form attached hereto as Exhibit B upon
execution of this Agreement and shall be approved in form by the City Attorney.
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 3300
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:
(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 in form by the City Attorney.
(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.
f 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 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 and 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 health, 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 from this Agreement. City may make all reasonable decisions with respect to its
representation in any legal proceeding.
CONFIDENTIALITY
If 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 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; (c) 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.
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.
9. 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
telefacsimile (714) 647 -6956
With courtesy copies to:
and,
Executive Director of Parks, Recreation and Community Services
City of Santa Ana
20 Civic Center Plaza (M -23)
P.O. Box 1988
Santa Ana, California 92702
telefacsimile (714) 571 -4200
City Attorney
City of Santa Ana
20 Civic Center Plaza (M -29)
P.O. Box 1988
Santa Ana, California 92702
telefacsimile (714) 647 -6515
To Consultant:
Green Float Company
5300 Beach Boulevard, Suite 110 -509
Buena Park, California 90620
Attn: John Hart
A party may change its address by giving notice in writing to the other party. Thereafter,
any notice, tender, demand, delivery, or other communication shall be addressed and transmitted
to the new address. If sent by mail, any notice, tender, demand, delivery, or other
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, any notice, tender, demand, delivery, or
other 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 nor
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 are not embodied herein.
11. 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 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. 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 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.
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 law, 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 and all questions relating to its validity, interpretation, performance, and
enforcement shall be governed and construed in accordance with the laws of the State of
California. 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 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 her inability to obtain or maintain such permits, licenses,
approvals, waivers, and exemptions. Said inability shall be cause for termination of this
Agreement.
16. 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
first above written.
ATTEST:
PATRICIA E. HEALY
Clerk of the Council
APPROVED AS TO FORM:
JOSEPH W.FLETCHER
City Attgrney
Laura Sheedy
Assistant City Attorney
RECOMMENDED FOR APPROVAL:
JJRIP" RIBBLE
Executive Director of the
Parks, Recreation and Community
Services Agency
K: \W PDOCS \D007 \P001 \00006799. DOC
CITY OF SANTA ANA
DAVID N. REAM
City Manager
CONSULTANT
JW A. HART
(Title) pN,/
Tax ID# `f/(• -y'( - Oi9P
EXHIBIT A
SCOPE OF SERVICES
Consultant shall design, construct and provide a float, complete with driver, for participation in
the Orange County Black History Parade on February 1, 2003. Said float shall comply with the
rules, regulations and directions of the parade sponsor. The design, concept, float and equipment
shall remain the property of Consultant.
City and Consultant shall agree to an overall design concept. Consultant shall manufacture the
float in accordance with the design, keeping in mind that Consultant must comply with
restrictions of the parade sponsor and the engineering limitations of the materials generally used
in float construction. The design concept, or artist's rendering shall upon approval, become a
part of this Agreement.
Consultant reserves the right to make minor modifications or changes in the design or
construction of the float as construction commences. Changes may relate to color change, the
addition of props or their elimination. However, once the design concept has been approved by
City, City shall have no right of modification or alteration of the float.
Consultant shall assume all responsibility of management control of the float and shall
coordinate its activities with the parade sponsor. All decisions relating to float passengers, their
positioning and conduct and the operation of the float on the parade route shall be entrusted to
Consultant. In the event that difficulties arise relating to such items at the time of the parade,
Consultant may elect to remove the float from the parade.
Consultant shall be deemed to have satisfied its duties hereunder by providing the subject float at
the parade site and having it available for transport through the designated parade route.
Unforeseen difficulties such as breakdowns, mechanical or electrical difficulties, shall result in
no liability to Consultant or right of set off by City. Consultant reserves the exclusive right to
perform emergency modifications on the float, and its mechanical and electrical apparatus to
ensure transport through the parade.
City shall pay all entry fees, and be responsible for all forms of the pared and advise Consultant
of the rules, regulations and restrictions of the parade sponsor.
//
//
COMPENSATION
City agrees to pay, and Consultant agrees to accept as total payment for its services, $9,999.00.
City shall pay Consultant 50% of the total payment, $4,999.50, upon execution of the Agreement
and the 50% upon submission of a final invoice by Consultant.
In the event the parade is cancelled or postponed and Consultant is notified prior to leaving its
warehouse with the float, Consultant shall be entitled to one -half the total amount of the
Agreement.
If the parade is cancelled or postponed and Consultant is notified after leaving its warehouse
with the float, Consultant shall be entitled to three - fourths the total amount of the Agreement.
If the parade is cancelled or postponed after Consultant has arrived at the parade, no refund or set
off of the Agreement amount will be due City.
EXHIBIT B
ADDITIONAL INSURED ENDORSEMENT
FOR COMMERCIAL GENERAL LIABILITY POLICY
Insurance Company
This endorsement modifies such insurance as is afforded by the provisions of Policy
# relating to the following:
1. The City of Santa Ana, 20 Civic Center Plaza, Santa Ana, California 92701; its
officers, employees, agents, volunteers and representatives are named as additional insureds
( "additional insureds ") with regard to liability and defense of suits arising from the operations
and uses performed by or on behalf of the named insured.
2. With respect to claims arising out of the operations and uses performed by or on
behalf of the named insured, such insurance as is afforded by this policy is primary and is not
additional to or contributing with any other insurance carried by or for the benefit of the
additional insureds.
3. This insurance applies separately to each insured against whom claim is made or
suit is brought except with respect to the company's limits of liability. The inclusion of any
person or organization as an insured shall not affect any right which such person or organization
would have as a claimant if not so included.
4. With respect to the additional insureds, this insurance shall not be cancelled, or
materially reduced in coverage or limits except after thirty (30) days written notice has been
given to the City of Santa Ana, 20 Civic Center Plaza, Santa Ana, California 92701.
(Completion of the following, including countersignature, is required to make this endorsement
effective.)
Effective
Policy #
Issued to
this endorsement form as a part of
Named Insured
Countersigned by
IE
Authorized Representative
P/
AC-OM. CERTIFICATE OF LIABILITY INSURANCILAM-2 01i 4; z
PRODUCER THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION
Solomon L Solomon Insurance ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE
Brokers HOLDER THIS CERTIFICATE DOES NOT AMEND, EXTEND OR
23332 Mill Creek Dr Ste 135 ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW.
Laguna Hills CA 92653 INSURERS AFFORDING COVERAGE
Phone:949 -583 -0300 Fax:949- 951 -9342
INSURER 8:
Green Float Company
John Hart INSURERC:
5300 Beach Blvd. Ste. 110 -509 INSURER D:
Buena Park CA 90121
a
IS
THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING
ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR
MAY PERTNN, TKE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH
POLICIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS,
ZNSR
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TYPE OF INSURANCE
POLICY NUMBER
DA E MWp E
O4TE M10 7 LIMITS
GENERAL LIABILITY
EACH OCCURRENCE
$1,000,000,
$
COMMERCIAL GENERAL LIABILITY
SCP0371837
09/27/02
09/27/03
FINEDAMAGEtAny OMtVa)
2501000.
MED EXP (An onF partonl
S5,000.
CLAIMSMADE a OCCUR
PERSONAL S ADVIN.NIRY
111000,000.
GENERAL AGGREGATE
41,000,000..
CENI AGGREGATE UNIT APPLIES PER
PROOUCTS- COMPMP AGO
t1 000 000.
POLICY PRCT LOG
AUTOMOBILE
LIABILITY
SINGLE LIMIT
511000 000.
A
ANY AUTO
CCP- 671629 -03
09/27/02
09 /27 /03IcoMBINED
(£a acddm t)
1
X
ALL OWNED AUTOS
BODILY INJURY T
SCHEOULEDAUTOS
(P., Panora)
X
HIRED AUTOS
DOOILYINJURY
X
NON -0WNED AUTOS
(Par accWenq S
PROPERTY DAMAGE IS
(PW actldenp
GARAGE LIABILITY
AUTO ONLY - EAACCIDENT S
ANY AUTO
OTHER THAN ACC S
AUTO ONLY: AGG S
EXCESS LIABILITY
EACH OCCURRENCE S
OCCUR El CLAIMS MADE
AGGREGATE 1
DEDUCIBLE
II
RETENTION S
1
WORKERS COMPENSATION AND
TORY 4 T R
EMKOYERB LIABILITY
El. EACH ACCIDENT S
E.L. DIBEABE - EA EMPLOYCB f
E.L. DISEASE POLICY LIMIT I S
OTHER
7
DESCRIPTION OF OPERATONWLOCATIONSNERCLEWEXCLUSIOKS ADDED BY ENOORSEMENTISPECIAL PRGVISR)g�p p t _ I ,��
0 V
10 DAY NOTICE FOR N f ON PAYMENT. ADDITIONAL
INSURED ENDORSLIh$ ACHE
Michae Vig6otta
De j2 iri+ 4tt,r"''
THEC1 Ol SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATIO
DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL 30 DAYSWRITTEN
NOTICE TO THE CERTIFICATE HOLDER NAMED TO TKE LEFT, BUT FAILURE TOM SO SMALL
Larry Chavez z F714- 5714235
The City Santa Ana IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER, ITS AGENTS OR
20 Civic Center Plaza - REPRESENTATIVES.
Santa Ana CA 92701
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