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HomeMy WebLinkAboutMODULAR BUSINESS INT. 1 - 2005 INSUflANCE NOT ON HLE WORK MAY NOT PROCEED CLERK OF COUNCIL DATE:.3/"/05 N-2005-022 CONTRACTOR AGREEMENT c: eM II i^.~~J ;rfI \j... THIS AGREEMENT made and entered into this I () day of 005 by and between Modular Business Interiors, a California corporation (herei fter "C ractor"), 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. The City desires to retain a Contractor having special skill and knowledge in the field of installing modular furniture. B. Contractor represents that Contractor is able and willing to provide such services to the City. C. In undertaking the performance of this Agreement, Contractor represents that it is knowledgeable in its field and that any services performed by Contractor 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 Contractor shall dismantle and reinstall modular furniture in the Employment Development Department office at the Depot in Santa Ana, in compliance with the drawing supplied by the City. 2. COMPENSATION a. City agrees to pay, and Contractor agrees to accept as total payment for its services, $1750.00. The total sum to be expended under this Agreement shall not exceed $1750.00 during the term of this Agreement 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. 4. INDEPENDENT CONTRACTOR Contractor 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 Contractor performs the services which are the subject matter of this Agreement; however, the services to be provided by Contractor shall be provided in a manner consistent with all applicable standards and regulations governing such services. Contractor 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, Contractor shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below: a. Commercial General Liability Insurance. Contractor 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 Contractor'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. Contractor shall supply City with a fully executed additional insured endorsement in substantially the form attached hereto as Exhibit A 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, Contractor, if Contractor 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, Contractor agrees to obtain and maintain any employer's liability insurance with limits not less than $1,000,000 per accident. d. The following requirements apply to the insurance to be provided by Contractor pursuant to this section: (i) Contractor shall maintain all insurance required above in full force and effect for the entire period covered by this Agreement. 2 (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. e. If Contractor 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 Contractor's right to be paid for its time and materials expended prior to notification of termination. Contractor 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 Contractor agrees to and shall indemnify and hold harmless the City, its officers, agents, employees, Contractors, 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, which may arise from the direct or indirect operations of the Contractor 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. 7. CONFIDENTIALITY If Contractor receives from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Contractor 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 Contractor disclosed in a publicly available source; (c) is in rightful possession of the Contractor without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Contractor without reference to information disclosed by the City. 8. CONFLICT OF INTEREST CLAUSE Contractor 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 3 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 copy to: Executive Director of Community Development City of Santa Ana 20 Civic Center Plaza (M-25) P.O. Box 1988 Santa Ana, CA 92702 telefacsimile (714) 647-6736 To Contractor: Modular Business Interiors 1749 Container Circle Riverside, CA 92509 telefacsimile (951) 341-5920 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 telefacsimile, 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 Contractor, 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 Contractor. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent 4 with, or in addition to, the terms and conditions hereof, shall not bind or obligate Contractor 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 Contractor, Contractor 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 Contractors retained by City. 12. TERMINATION This Agreement may be terminated by the City upon thirty (30) days written notice of termination. In such event, Contractor shall be entitled to receive and the City shall pay Contractor compensation for all services performed by Contractor 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 Contractor 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 Contractor 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 Contractor 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. Contractor 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. 5 15. PROFESSIONAL LICENSES Contractor 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. Contractor 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. 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 indenmify 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. ATfES~ ,4. ~~..~A PATRICIA E. HEALY -U Clerk of the Council CITY OF SANTA ANA ~ AVI . REAM City Manager APPROVED AS TO FORM: ,I , CONTRACTOR P ICIA C. WHITAKER Executive Director of the Community Development Agency J- -IW S~ VADORSANDOVAL President Tax ID# SSG -S.3-/St!'1 6 EXHIBIT A 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: I. The City of Santa Ana, 20 Civic Center Plaza, Santa Ana, California 9270 I; 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 7 , , ACORQ, CERTIFICATE OF LIABILITY INSURANCE I DATi tIN'OCft'YYV) 02/0l/2005 ..0<lUC.. (310)326-6333 FAX (310)326-9304 rHIS CERTIFICATE IS ISSUED A3 A MATTER OF INFORMATION Nickerson Insurance Ser~ices ONl V ANO CONFERS NO RIGHTS UPON THE CERTFICo.TE I1OLDER. THIS CERTIFICATE DOES NOT AMENO, EXTEND OR LIC 10491589 ALTER THE COVERACE AFFORDED BY THE POLICIES BELOW. 2106 Wost lomita Blvd. lomita, CA 90717 INSURERS AFFORDING COVERAGE No.lC' liiiiWt.. SALVADOR SANDOVAL - .. '--- '-,,- 19704 '- INSURER Ii. Alner1can States DBA: MODULAR BUSINESS INTERIORS INSVRER8 1749 CONTAINER CIR N - ;;.005 '~ D..;l.,)... INSURERC RIVERSIOE, CA 92509 INSURER 0 I~ERI!;: THE POLICIes OF' IIIISURAHCE LISTED BELOW Ii'\VE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOO INDICATED. NOTWITHSTANDING ANY REaUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTifICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POUCtES OESCR18EO HEREIN IS SUBJE.CT TO All THE T';:R.MS. EXCLUSIONS AND CONDITIONS OF SUCH POUCIES AGGREGATE LIMITS SHOWN MAV HAVE BEEN REDUCED BV PAID:W: ~ ~ TYl"l!!Oi'IH8U--'NCf: l"OlaMUMaell F v 1II1T8 .......,UA..."V 01CG674H910 12/22/2004 12/22/200~ EACH OCCURReNCE . 1,000 001 ! COMMERCIAL GENERAL lIABlllTv OAW\GE TO RENTEO . 200,001 ,- - _ :.J CLA'" MAllE LX] OCCUR ME D EXI> (Afw one l*'Mln) . ~~ A PERSONAL & "'rill INJURY . 1 000,00 OCNERAL AGGREGATE . 2 000 00l GEN'L AGGREGATE lNIT APPLIES PER: PROOUCTS - COMp.IOP AGG . 2,OOO,!llJl h POLICY n ~s= -.DlOC r--' ~TOMOBlLEi LIA81UTY COMAINEO SINGLE LIMIT , ANY AUTo (EIIKetdenlJ - - - -~--,.. AU OWNED Auras IlODILYINJUFlv '-- W8l'jlIIlllln) . - SCHEDUlEO AUTOS HIRfD AUTOS 80DllYI'AA}RY - (P..ccJd&N.) . NOI\l-OW"'lEOAUTOS ~ - "ROPERTY DAMAGe , ,...........<iIInt) ~~.~ITY AUTO ONLY. I;A ACCIDENT , ANY AUTO OTHER THAN EAACC S AUTO ONLY; AGO . EXCESSlUMBflElLA UA8lUTY tACH OCCURRENCE . P OCCUR 0 C,^lMS MADE AGGREGAT[ . -'- . R~EDlICTl8lE , RETENTION . . WORKERS COMPENtA'noN AND ~1\J:~- flllPl...OYER$" UABl\.fTY ANY PROPRllTORrARUlERlEXECUT1\IE E,l. EACH A.CCIOENT $ OFFlCEIVM:M6ER UClWIi;O"l tii,L D1SEAS& EA EMPLOY&' , ~~~:'~~~~SbQb<o EL DISEASE . POtICY LIMIT . 0""" DalCTfON OF OPERAfa:S/ LQCA'm1 V!IICLes I !XCLUSION5fDEDd' ~~:NT reCIAL P~NS Ana, its officers, eq)loyees, ertl icate Ho er 15 itional Insure _n lnc U 5 City 0 Santa ~gent5 and representatives; 20 Civic Center Plaza, Santa Ana, CA 92701 Except NonpaYMent of 'remi.. is 10 days ...oULIl ANY OF THI!AIOVI! Df.SCAJHD POlICIES 8E CANCELLED BEFORE THE The DepOt at Santa Ana 1000 East Santa Ana Blvd Sui te 108 Santa Ana, CA 92701 EJtPlAATI)N DAn: rWENEOF, THE ISSUING lNSUMRWl..L ~MAlI. .30 DAYSWRlYTEN NOTICI! TO TtEClJltTlFlCAlE HOlDER NAMED TO THE LefT, ~~W~""_6Ilt'.IIN""<<XX 1liI(."PM~UItI""lOXUlMUlCJOII'V___'VUXXXXXX AUTHORIZED RE'R6ENTAl1\IE Sarah Ken T ~~ ACORD 25 (2801108) IIlACORD CO_TION 1m APPRO, Gd A.S 1'0 'u"", '~~L-~) laura SII(/ Shc~.d\i --. "'i'd., I G'd 1:1"111 "lv'SO SO 11 ~"W IMPORTANT II lI\e ce~lficale hokler i$ an ADDITIONAL INSURED, fhe policy(...) muS! be endOrsed, A Slalomont on this certificale does not conler rrghls to the cer1i1icete holder in lieu of such endorsement(s), If SUBROGATION IS WAIVED, subje<:t 10 the terms end sandmon. 01 the policy, certain pol":;,,. may requite an endorsement. A statement on this cer1if1cate does not confer rights to the certifICate holder in lieu of such endorsement(s). DISCLAIMER The CertifICate of Insurance on the reverse Side of this form does not constitu1e a contract between the issuing insurer(s}, ~uthorized representative or producer I and the cenH1cate hokje,. nor does il affirmatively or negalively amend. extend or alter the coverage afforded by the policies listed thereon. ACORD 25 (2001/11I) APPROVED AS TO FORM ~~ra :[(?;h~-JY AS::'lstant City /\( wrnc\' E'd l:l" l Ll "lv'SO SO II ~"W -RURIltI'!D~"H~l-....r- 11II1!IIICl---T ClWIllQ TIe I'GUCY. I'WH RfAD If CAllllW.Y, AIIDIl1OfW. INStJRED PIl1IIARY Qi 'II II 1. II COVEMGE lXlIItEIlCIAI. IlENEIW. UAIlIU1Y 11* _11II..' lIIIllII8I i88a prlI'Iided ... thefcbtv; ~.~ IlBEIW. UAIIll1IY COVEI!AGEPAAT IIIn "..... II' O. I 1 " The ~pot at Santa Ana (I no emy fAlIIII ..... l1bnliIIIIn ~ " ...... INlI llIIlIDII8nItI wi lie __ tI the Pod ,... ..... ".. llIVJlw..fl. WIllIS All INSIJREI) (SIcIcIn II) II nndId "1ncIudI .. .. iIIIlnd the peIIOn or ........' __ In 11I8 SdIecU8 .. "the '**' PIll'iIIDno. 1. 11* iluMat .... t1It/ " .. IIIIIrt JIlU .. IIlId IIIIIlI8 ill: .. Ycu...,..,. 1Dt... iIIIlnd '" or lor l1lI(lI' .. lhI glIIeIIi ....-. ~ '/1M .. qIIIIIIanI '" the peIIOn cr .1iIlIb. __ II 111I SllllWt. 2. 11iI iIuInce ... nal .. E .. 'lldi iM' cr 'pIllp8Ily .... IIiII1I lU ~"-ftIIlIIgonoo crlllU ~ 01, crlDt .... II _ lIIIiilId lIJ, tile peIIOn II' ........, __ II" ~ II' .. 'Bodtt 1M' cr 'pIllp8Ily dlmIgt' DiJded ..... .. 'J1I1*_,,~ opnIn '-'1' 1ll3Ul1JJlce Co - American States Policy No, 01CG67436910 COIl.IIGII ICItElllU A peIIOn '. II' 0IgIIUIII0n 1... II.. iIIIlnd ... IIiI .__11811 .. .... '/1M CIpIlIIooa lor... IImd 1M ___ No -. wi lie pIIIidId ~ II lhI ..... ~ till IIIlIIInoolorf, 110""" lIIlIId lie n....., ",.. 011 jOlI CMIIoe ... lie irAld "Ill tIIIllt 01 '/1M IlIlIiIoIIa II' .. ICOllIlIIv II) lie IfIIIbIlIt "*'*"' of It- ~1 fIlA \\lit I8IIIICI III III __ donIId .. ...... iIIlnd, IMGIIIIII 4. 0IlXHlEllCW. GENEIW. LWIl1IY CONlIIIOtlS (SIcIcIn IV) II cllIIIlId IIIlI IopIad '" tI\o iIIowIv 4. oa.r__ .. 11iI __ II pIftJy MIl 1IIlIIOllIlIIIu, MIl 011' oI1IIgdore .. nal oIlad br IIIf _ i88aCll1lldIlrIUlll.....iIIIlnd ... JIIW,8Iy, -....... or 011 IIIf -- .. 11iI adIIIoNI ,llIlilion .... my " lie peIIOn or llIQIlo",",-, ..... it.. SdIIGlk "'1 ,II \, ?KOVED AS TO FORM ---,-~,,~t1y j,'c1 \:,,:,iSl<.lnl City Attorney T :ihq 1.1 eTj,'SO SO TT ~~~