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HomeMy WebLinkAboutScience Applications 2City of Santa la "—' Clerk of the Council } AGREEMENT TERMINATION FORM Please complete this form when the attached agreement and all amendments (if any) are no longer in effect. Return form to the Clerk of the Council office (M-30). Call 647-6520 if you have any questions. The agreement with No. D rZ3Z�31 u� was completed on (List all amendments. Use space below if needed.) (3I COTC Office Use Only n ` H 6 p I Z—O and final payment has been made. Department: e 1 Phone/Ext.: Signature: Date: 6�7Z�7S V Revised 0&23-10 A-2004-232 INSURANCE ON FILE WORK MAY PROCEED UNTIL INSURANCE EXPIRES q- l -05 CLERK OF COUNCIL DATE: 11- 30 -0y CONSULTANT AGREEMENT C' PM THIS AGREEMENT, made and entered into this 18th day of October, 2004 by 0-7-ww) and between Science Applications International Corporation, a Delaware corporation (hereinafter "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 (hereinafter "City"). RECITALS A. City desires to retain a Consultant having special skill and knowledge in the field of historic resource identification, evaluation and documentation. B. Consultant represents that Consultant is able and willing to continue 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: 1. SCOPE OF SERVICES Consultant shall perform those services as set forth in Exhibit A to this Agreement. 2. COMPENSATION a. City agrees to pay, and Consultant agrees to accept as total payment for its services, the rates and charges identified in Exhibit A. The total sum to be expended under, and during the term of, this Agreement, shall not exceed $69,000.00, which amount includes a ten percent (10%) contingency fee. b. 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 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 the date first written above and terminate on June 30, 2005, 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 the Planning and Building Agency and the City Attorney. C III aDA204e11001►YYK1)►IY111MINORO 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 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, to the extent arising from the reckless or negligent acts or willful misconduct 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. This indemnity and hold harmless agreement applies to all claims for damages, just compensation, restitution, judicial or equitable relief suffered by reason of the reckless or negligent action or willful misconduct of Consultant arising from this Agreement. 7. 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: EM Executive Director of the Planning and Building Agency City of Santa Ana 20 Civic Center Plaza (M-20) P.O. Box 1988 Santa Ana, California 92702 telefacsimile (714) 973-1461 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: Science Applications International Corporation 35 S. Raymond, #204 Pasadena, California 91105 Attn: Diane Keep 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 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. c. The parties hereto agree that Consultant's completion of the tasks in compliance with the Project Schedule is a material term of this Agreement. Consultant's failure to perform on time shall be cause for termination of this Agreement. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: Clerk of the Council APPROVED AS TO FORM: JOSEPH W.FLETCHER City Attorney By:i� La a Sheedy Deputy City Attorney M yY173.Y��Y (ram\�/:1 DAVID N. REAM City Manager CONSULTANT 4&4.ZJ �/- DIANE KEEP Contracts Manager Tax ID# 9S- 3G 3 0962 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 Authorized Representative FVT CERTIFICATE NUMBERCVE- I Ulk G LOS-000141719-05 -PRODUCER THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS MARSH RISK & INSURANCE SERVICES NO RIGHTS UPON THE CERTIFICATE HOLDER OTHER THAN THOSE PROVIDED IN THE 777 SOUTH FIGUEROA STREET POLICY. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE CA LICENSE NO. 0437153 AFFORDED BY THE POLICIES DESCRIBED HEREIN. LOS ANGELES, CA 90017-5822 COMPANIES AFFORDING COVERAGE Attn: Barbara Llewellyn 213-346-5102 COMPANY 75988-SAIC-ALL-04-05 SAIC ENDT CANC A National Union Fire Insurance Company of PA INSURED A_aoo/-A59 `, COMPANY SCIENCE APPLICATIONS INTL CORP 10260 Campus Point Drive �D I _ _v' B American Home Assurance Company M/S F1 San Diego, CA 92121 }0� COMPANY C Insurance Company of the State of Pennsylvania COMPANY D THIS IS TO CERTIFY THAT POLICIES OF INSURANCE DESCRIBED HEREIN HAVE BEEN ISSUED TO THE INSURED NAMED HEREIN FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THE CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, CONDITIONS AND EXCLUSIONS OF SUCH POLICIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. CO LTR TYPE OF INSURANCE POLICY NUMBER POLICY EFFECTIVE DATE IMMIDD(YY) POLICY EXPIRATION DATE(MM/DD/YY) LIMITS A GENERAL LIABILITY GL4806264 04/01/04 04/01/05 GENERAL AGGREGATE $ 2,000,000 X PRODUCTS-COMP/OP AGG $ 1,000,000 COMMERCIAL GENERAL LIABILITY CLAIMS MADE Fx-] OCCUR PERSONAL 4 ADV INJURY $ 1,000,000 EACH OCCURRENCE $ 1,000,000 OWNER'S B CONTRACTOR'S PROT FIRE DAMAGE (Any one fire) $ 1,000,000 MED EXP (Any oneperson) $ 10,000 B AUTOMOBILE LIABILITY CA 5188952 (ADS) 04/01/04 04/01/05 COMBINED SINGLE LIMIT $ 1,000,000 B X ANY AUTO CA 5188955(TX) 04/01/04 04/01/05 BODILY INJURY (Per Person) $ B B ALL OWNED AUTOS SCHEDULEDAUTOS CA 5188953(MA) CA 5188954(VA) 04/01/04 04/01/04 04/01/05 04/01/05 BODILY INJURY (Per acadent) $ HIRED AUTOS NON-OWNEDAUTOS PROPERTY DAMAGE $ GARAGE LIABILITY ANY AUTO Ile k - / AUTO ONLY - EA ACCIDENT $ OTHER THAN AUTO ONLY: La R-5 .:tea EACH ACCIDENT $ AGGREGATE $ EXCESS LIABILITY EACH OCCURRENCE $ AGGREGATE $ UMBRELLA FORM $ OTHER THAN UMBRELLA FORM D C WORKERS COMPENSATION AND EMPLOYERS'LIABWTY WC 5212464(DED) WC 5212485 (CA) 04/01/04 04/01/04 04/01/05 04/01 /05 XWCS TORY LIMITS ER EL EACH ACCIDENT :::::3 $ 31000,000 A THE PROPRIETOR/ INCL PARTNERSIEXECUTIVE WC 5212466(RETRO) 04/01/04 04/01/05 EL DISEASE -POLICY LIMIT $ 3,000,000 EL DISEASE -EACH EMPLOYEF1 $ 3,000,000 OFFICERS ARE: ri EXCL DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES/SPECIAL ITEMS The City of Santa Ana, 20 Civic Center Plaza, Santa Ana, California 92701, its officers, employees, agents, volunteers and representatives are additional insured under the General Liability policy referenced above, but only with respect to the services provided by the named insured under contract to the certificate holder, Such insurance afforded by this policy is primary and non-contributory with the insurance maintained by the additional insured but only as respects the operations performed by the named insured under the General Liability coverage. RECEIVEDSHOULD ANY OF THE POLICIES DESCRIBED HEREIN BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, THE INSURER AFFORDING COVERAGE WILL E YQW MAIL AD DAYS WRITTEN NOTICE TO THE City of Santa Ana Planning Division APR 0 1 2004 Attn: Maya DeRosa P.O. Box 1988, M-20 Santa Ana, CA 92702 SANTA AM PLANNING DEPT. CERTIFICATE HOLDER NAMED HEREIN. E MARSH USA INC. L01 To1M.tH -Cc rb., i'� 2 il BY: John F Wesley % • VALID AS y W v�AtT�FE1� � v ,x e6� This endorsement, effective 12:01 A,M, 04101/2004 forms a part of policy No.GL 480-62-64 issued to SCIENCE APPLICATIONS INTERNATIONAL CORPORATION by NATIONAL UNIONFIRE INSURANCE COMPANY OF PITTSBURGH, PA THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - WHERE REQUIRED UNDER CONTRACT OR AGREEMENT This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE FORM Section 11 - Who is an Insured, 1., is amended to add: f) Any person or organization to whom you become obligated to include as an additional insured under this policy, as a result of any contract or agreement you enter into which requires you to furnish insurance to that person or organization of the type provided by this policy, but only with respect to liability arising out of your operationsor premises owned by or rented to you. However, the insurance provided will not exceed the lesser of: 1. The coverage and/or limits of this policy, or 2. The coverage and/or limits required by said contract or agreement. B1712 Ig(D1} Authorized Representative or Countersignature tin States Where Applicable) J 0 This endorsement, effective 1 "i A.M. 04/01 /2004 forms a part of policy No.GL 480-62-64 issuadto SCIENCE APPLICATIONS INTERNATIONAL CORPORATION byNAT10NAL UNION FIRE INSURANCE COMPANY OF PITTSBURGN, PA THIS ENDORSEMENT CHANGES THE POLICY, PLEASE READ IT CAREFULLY ADDITIONAL INSURED - PRIMARY INSURANCE This endorsement modifies insurance provided under the IbNowing: COMMERCIAL GENERAL LIABILITY COVERAGE FORM Section IV, Commercial General Liability Conditions, paragraph 4., Other Insurance, subparagraph a. Primary Insurance, is amended by the addition of the following: However, coverage under this policy afforded to an additional insured will apply as primary insurance where required by contract, and any other insurance issued to such additional insured shall apply as excess and noncontributory insurance. t! _ Authorized Re resentadve or Countersl nat�ire on States Where Appllcable 74434 (1Mg) INSURED'S COPY