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Home My WebLink AboutKAKU ASSOCIATES 1c top 6 AGREEMENT TERMINATION Please complete this form when the attached agreement is no longer in effec„ IIUU 3 AUG -7 Return form to the Sr. Deputy Clerk of the Council (M -30). Call 647 -523 on have any questions. ti SANTA A COUNCIL The agreement with I u- ASSoCio -4s —,No. A— 5-131 ' was completed on / 6 N X }1, , and final payment has been made. Department: Signature: Date: Revised 8 -7 -03 City of Santa Ana Clerk of the Council Y � INSURANCE ON FILE WORK MAY PROCEED UNTIL INSURANCE EXPIRES t — I — Dlo CLERK OF COUNCIL DATE: iZ —i U5 CONSULTANT AGREEMENT N- 2005 -131 THIS AGREEMENT, made and entered into this 15'' day of October, 2005 by and 0- lA between Kaku Associates, Inc., a California 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. The City desires to retain a consultant having special skill and knowledge in the field of traffic, parking and circulation issues. 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: 1. SCOPE OF SERVICES Consultant shall provide consulting services regarding traffic, parking and circulation issues related to projects being reviewed by the City. Said services shall be on a on -call basis provided upon the written request of the Executive Director of the Planning and Building Agency, which request will set forth the Scope of Services and the fee schedule for each project. 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, attached hereto. The total amount to be spent on services provided pursuant to this Agreement shall not exceed $10,000.00 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, 2006, unless terminated sooner in accordance with Section 12, herein. This Agreement may be extended upon a writing executed by the Executive Director of Planning and Building 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, agents, volunteers, and employees 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 limA of t less than $1,000,000 per occurrence. Such insurance shall include coverage for o hired and non -owned automobiles. bc 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. 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 affect Consultant's right to be paid for its time and materials expended prior to notification of termination. Consultant waives the right to receive compensation and agrees to indemnify the City for any work performed prior to approval of insurance by the City. 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. 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 EXHIBIT A SCOPE OF SERVICES Consultant will provide expertise regarding traffic, parking and circulation issues to the City's Planning and Building Agency in relation to projects being considered by the City. Said services include review of projects and proposals, recommendations regarding traffic, parking and circulation issues regarding those projects, attending meetings to discuss and review, and other services as requested, in writing, by the City. Consultant, in coordination with the Project Manager, shall develop the definition of work product based on the specific work assignment for each project. Products may include, but are not limited to, memorandum, reports, diagrams and illustrations. Consultant shall deliver to City all work product which results from the services provided. Said work product shall be submitted in a hard copy and produced in a form compatible with the City's computer system as agreed between the Project Manager and Consultant. COMPENSATION Principal I $275.00/hr Principal 1I 250.00 /hr Principal III 200.00 /hr Associate I 150.00 /hr Associate II 125.00/hr Associate III 105.00/hr Associate IV 80.00/hr Technician 65.00 /hr Administrative 65.00 /hr 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 11CORD� CERTIFICATE OF LIABILITY INSURANCE 11 /02 /2° 0 PRODUCER (626)79S-7059 FAX (626) 792 -2321 FIA Insurance Services, Inc. 99 South Lake Avenue, #300 Pasadena, CA 91101 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. INSURERS AFFORDING COVERAGE NAIC # INSURED Ka u Associates Inc 201 Santa Monica Boulevard Suite 500 Santa Monica, CA 90401 INSURER A: Mitsui Sumitomo Ins Co of Amer POLICY EFFECTIVE INSURER B: Mitsui Sumitomo Ins USA Inc LIMITS INSURER C: Ace American Insurance Company 20 Civic Center Plaza INSURER D: PKG312217802 INSURER E: 08/01/2006 COVERAGES 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 CONTRACTOR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAYBE ISSUED OR MAY PERTAIN, THE 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. INSR Im DO' NM TYPE OF INSURANCE POLICY NUMBER POLICY EFFECTIVE POLICY EXPIRATION LIMITS BUT FAILURE TO MAIL SUCH NOTICE SHALL IMPOSE NO OBLIGATION OR LIABILITY 20 Civic Center Plaza GENERAL LIABILITY PKG312217802 06/01/2005 08/01/2006 EACH OCCVRRENCE $ 1,000,000 Linda Hi'i LINDA UNM1,� X COMMERCIAL GENERAL LIABILITY DAMAGE TO RENTED $ 100,00 CLAIMS MADE T OCCUR $ 10,000 MED EXP (Any one person) A PERSONAL S ADV INJURY $ 1,000,000 GENERAL AGGREGATE $ 2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS - COMP /OP AGG $ 1,000,00 POLICY PRO LOC JECT AUTOMOBILE LIABILITY ANY AUTO PKG312217802 08/01/2005 06/01/2006 COMBINED SINGLE LIMIT (Ea emident) $ 1,000,000 A ALL OWNED AUTOS SCHEDULED AUTOS HIRED AUTOS NON -OWNED AUTOS APPROV s.O AS IO F01' 4 BODILY INJURY (Per person) $ X BODILY INJURY (Per accident) $ X PROPERTY DAMAGE (Per amdart) $ Laura ClC I:Ceily GARAGE LIABILITY ialn `ill -/ y "" AUTO ONLY - EA ACCIDENT $ OTHER THAN EA ACC AUTO ONLY: AGG $ ANY AUTO $ EXCESS/UMBRELLALIABILITY UMBS40043202 06/01/2005 06/01/2006 EACH OCCURRENCE $ 1,000,00 OCCUR O CLAIMSMADE AGGREGATE $ 1,000,00 A $ $ DEDUCTIBLE S 1� RETENTION $ WORKERS COMPENSATION AND WCP852221202 08/01/2005 08/01/2006 WCSTATU- OTH- B EMPLOYERS'LIABILITY ANY PROPRIETORIPARTNERIEXECUTNE OFFICERIMEMBER EXCLUDED? E.L. EACH ACCIDENT Is 1,000,00 E.L. DISEASE - EA EMPLOYE0 S 1,000,00 If yes, describe under SPECIAL PROVISIONS below E.L. DISEASE - POLICY LIMIT $ 1,000,00 C �o essional Liability EONNO0916638 08/09/2005 08/09/2006 S 1,000,000 Per Claim $ 1,000,000 Policy Aggregate $ 50,000 Deductible DESCRIPTION OF OPERATIONS f LOCATIONS /VEHICLES/ EXCLUSIONS ADDED BY ENDORSEMENT I SPECIAL PROVISIONS ertificate Holder* is named as an Additional Insured as its interest may appear, but only as respects iability arising out of the operations of the Named Insured within the scope of the policy terms nd conditions. ef. No. #1962 (Traffic, Parking and Circulation Consulting for the City of Santa Ana) Except ten (10) days notice of cancellation for non - payment of premium. CERTIFICATE HOLDER CANCELLATION ACORD 26 (2001108) FAX: (714)973 -1461 ®ACORD CORPORATION 1988 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE RECEIVED EXPIRATION DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL City of Santa Ana *30 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, Attn Ms Tonia Zerba O i O O NOV N I L o 5 BUT FAILURE TO MAIL SUCH NOTICE SHALL IMPOSE NO OBLIGATION OR LIABILITY 20 Civic Center Plaza OF ANY KIND UPON THE INSURER, ITS AGENTS OR REPRESENTATIVES. AUTHORIZED REPRESENTATIVE y ;�_, .. Santa Ana, CA 92702 SANTA ANA PLANNING DEPT Linda Hi'i LINDA UNM1,� ACORD 26 (2001108) FAX: (714)973 -1461 ®ACORD CORPORATION 1988 City of Santa Ana Certificate issued to City of Santa Ana 11/02/2005 FIA Insurance Services. Inc. *The City of Santa Ana, 20 Civic Center Plaza, Santa Ana, Califronia 92701; its officers, employees, agents, volunteers and representatives are named as additional insured, as their interest may appear. AS M FORM Q 5t.tt ' 1h;' CjY ..._.�� 1� City Attoricv IMPORTANT If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate 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 constitute a contract between the issuing insurer(s), authorized representative or producer, and the certificate holder, nor does it affirmatively or negatively amend, extend or after the coverage afforded by the policies listed thereon. AS TO FORM sl.eedy << (4 Attorney ACCORD 25 (2001106)