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Home My WebLink AboutTSJ Electrical & Comm.City of Santa Ana ~'} ~-• ~ 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' - AGREEMENT TERMINATION FORM Please complete this form when the attached agreement and all amendments (if any) are no longer in effect.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). C aoo6 COTC Office Use Only The agreement with TSJ Electrical & Communications, Inc. No. N-2005-130 was completed on 06/30/06' and final payment has been made. (List all amendments. Use space below if needed.) Department: Community Development A ency Phone/Ext.: 5376 Signature: ~~'~ Date: 04/26/10 Revised 04-12-10 Feb 22 OS 04:03p Tllagl p.l N-2005-130 INSURANCE N!n ON FILE WORK MAY ~Ql PROCEED CLERK OF COUNCIL CONSULTANT AGREEMENT OATE./2-7--DS . THIS AGREEMENT, made and entered into this Slr"'- day of ~\O~... ,2005 by and between TSJ Electrical & Communications, Inc., dba Masters Electric, a California corporation (hereinafter "Consultant"), and the City of Santa Ana, a charter city and municipal corporation organized and existing UIlder the Constitution and laws of the State of California (hereinafter "City"). o.oA- {c.~.!I"Ml RECITALS A. The City desires to retain a consultant having special skill and knowledge in the field of public address system installation. 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 UIldcr 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 and install a public address system for the Dcpot at Santa Ana 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 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 accolmting 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 lune 30, 2006, unless telTI1inated earlier in accordance with Section 12, below. The term of this Feb 22 06 04:03p Tllagl p.2 Agreement may be extended upon a writing executed by the Executive Director of the Community Development Agency and the City Attomey. 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, ajoint 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 goveming such services. Consultant shall pay all salaties and wages, employer's social security taxes, nnemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 5. INSURANCE Prior 10 undertaking performance of work nnder 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, volnnteers and representatives as additional iusured(s) and shall include, but not be limited to protection against claims arising from bodily and personal injury, including death rcsulting 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 fonn attached hereto as Exhibit B upon execution of this Agreement and shall be approved in form hy the City Attorney. b. Business automobile liability insurance, or equivalent fonn, 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. 2 Feb 22 06 04:04p Tllagl p.3 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 Altorney. (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 Cily 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 tennination. 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 cOIU1sel, and representatives from liability: (I) 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 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 sutfered, by reason of the events referred to in this Section or by reason of the terms of. or effects, arising from this Agreement. TIle Consultant further agrees to indemnifY, hold harmless, and pay all costs lor 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 tius 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 etIects 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 thaI it shall not use or disclose such information except in the performance ofthis Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of 3 Feb 22 06 04:04p Tllagl p.4 like importance, but in no event less than reasonable care. "Confidential Information" shall include allnonpublic infornlation. 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 ofcontidentiality; (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: Executive Director of the Community Development Agency City of Santa Ana 20 Civic Center Plaza (M-2S) P.O. Box 1988 Santa Ana, California 92702 telefacsimile (714) 647-6736 and City Attorney City of Santa Ana 20 Civic Center Plaza (M-29) P.O. Box 1988 Santa Ana, California 92702 teJefacsimile (714) 647-6515 4 Feb 22 OS 04:04p Tlla~l p.5 To Consultant: Masters Electric J 1651 Sterling Avenue #H Riverside, California 92503 telefacsimile 951-785-5248 A party may change its address by giving notice in writing to the other party. Thereafter, 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 teletacsimi1e, 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 attaclunents hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written ill8trurnent 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 subcontracl 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 Cily personnel or by other consultants retained by City. 12. TERMINATION This Agreemenl 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 eompensation for all services performed by Consultant prior to receipt of such notice of termination, subject to the following conditions: ~ , ,. the property of the City \U11ess 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 perfomlance specified in the Recitals of this Agreement. 13. DISCRIMINATION Consultant shall not discriminate because ofrace, 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 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 temlS of this Agreement, and shall indemnify City fully, including reasonable costs and attomey'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. II II 6 Feb 22 06 04:05p Tllac:;l p.6 IN WITNESS WHEREOF, the parties hereto have executed this Agreement the dale and year first above written. ATTEST: CITY OF SANTA ANA (at/2)a DAVID N. REAM City Manager .....~-~~ ,,,. G~~....i.- P A TRlCL,\}:: HEALY _ Clerk of the C<lunci! APPROVED AS TO FORM: JOSEPH W. FLETCHER City Attorney By: #f:, if'.)}' 0 fl'l Laura Sheedy Assistant City Attorney . RECOMMENDED FOR APPROVAL: CONSULTANT RE~;6vE/d..'?J ---- lI1!ATRICI C. WHITAKER U Executive irector of the Community Development Agency Tax ID# 7 Feb 22 OS 04:05p 08/29/2005 19:28 Tllagl 951785~2.4fl _.' . _ . .!,!AS1.EB? ~.EC1R~CO_ _ PAGE p.7 03103 dba: Masters Electric 11651 Sterling Avenue # H, Riverside, Ca. 92503 Phone: 95J-785-0921 Fax 951-785-5248 Ucon,'" Cl O' 7(1)926 PROPOSAL Depot At Santa '\0" 1000 E. Santa Ana Santa p.na C..n701 An; Carolyn Fullen<", PROJECT, Paging system for 5.4,3,2 OOlln PROPOSAL NO.1 DATE, 8129105 Tl1i, proposal supm<d.s any oral 'l"olotio" which may have been furni,hod by ,eUer to buyer with respect to Ihe above mentioned pro:ect. The prices and terms QQ tbis fn'Op05al are not subjcct to oral chaDies Qr other agreements lJ,nle,s approved by S{\Uer in writing. _Proposals arc valid for 30 days. but ~".celable in the event of strikes;, ac:c:iclm,ts, fires and O\at.erl;.1 avaitabHity and all Olntr calJ~e$ beyond ~l1erls i;:ontro). Terms ineon:dstt::nt witb order will not be binding on seller. Prices cover only materia}! ,listed below based on OUt int.c:<rprctarlon of.'.J)lalls and specifieatIons. Additional e~uipmenl unle~' negotiated prior to om.' ploce1TIOYtt ,ball b. billed accordingly ood become an integral pll1t of any Contral;:t:...sJdtten A.greement, or purcl1as., Or4'.tcr. There is. a re-!l.tocking fee equal tc) a mtnim'\1rt1 of25% "fthe man"fuCIUre', !j,t price nn aU returned material. O.ESCRIPTION 1. Provide wirf'~ fj.om all floors to main p.leetrlcal room f1A rack. 2. Provide a "e'. 'peak..., on .och !loor at Ihe lobby area and 2 ope"'." located on 2"' "ooroulside 3. Provide 2 pai;ing Zone. 4. Add Amplifj"tto ,eund rack. Bid Amounl $ 5,590.00 if y~u have any qw.:stions concenting this proposal or my other matter, Please feel free to call anyttlne. Respectfully; Rcj can Royer ru:I\S'E so: PAGE. '(Wc' l'Oa T~I\MS ANO CONomONS UlJ\UilJ(1l ;.m~llmrJS ",~,.((l,dllr~ EXHIBIT A AkORQ, CERTIFICATE OF LIABILITY INSURANCE PRODUCER (626)584-3040 FAX (626)795-4881 Hayward Tilton & Ro1app Ins. Assoc., Inc. License #0614~65 225 5. Lake Avenue, Suite 250 Pasadena, CA 91101 INSURED T 5 J Electrical & Communications Inc. DBA: Masters Electric 11651 Sterling Avenue Suite H Riverside, CA 92503 I OATE(MMiDDIYYYY) 10/31/2005 THIS CERTIFICATE IS ISSUED AS A MA TIER OF INFORMA TlON ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW~ INSUR~1lS AFFORDING COVERAG: Co' ~IC # _ INSURER A lNsuRERB Clarendon National Ins INSURER ~> N- AJo5-)3Q INSURER 0: INSURERE: C THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TOTrlE INSURED NA!\I1ED ABOVE FOR THE POLICY PERIOD iNDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TQWHtCH THIS CFRTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. AGGRE~~TE LIMITS SHOWN ~~A'yE BEEN REDUCED BY PAl,? CLAIMS, XPlRATlON -- INSR tWO' TYPE Of INSURANCE POlley NUMBER POLICY EffECTIVE POUCY LIMITS GENERAL LIABILITY EACf" OCCURRf.NCI- $ - COMMERCIAL GFNF:RAL LIABILITY DAMAGE TO RENTED ...1...- - -1 CLAIMS MADE r,J OCCUR PREMlSES-(Bu:x:curancal-- -- MED EXP (Anyone person) , - - - PERSONAL & ADV INJURY $ ---- ._- GENERAL AGGREGATE I ....--. -' .- GFNt AGGREGATE LIMIT APPLIES pm. PRODUCTS.COM~OPAGG , I POLICY r--~f ~~T illof: - - ~OMOBILE L1ABIUTY COMBlN!::D SINGLE LIMIT $ Atf'{AlJTO (Eaaccidel1t) .--1 ---.-. -.-- ---j ALL OWNED AUTOS BODILY INJURY , SCHEDULED AUTOS :Perpersofl) - HIRf.:J AUT 0:; HODIL Y INJURY .- I NON-OWNED AUTOS (Peraccidlll1l) - _.- -- - -- - PROPERTY DAMAGE $ (Peraccidem) _. lAGE LIABILITY AUTO ONLY - EA ACC:IOFNT I AI'Y AUTO -.-- .. OTI-1ERTHAN EAACC , AUTO DNl y. AGG $ EXCESSlUMBRELLA LIABILITY I::ACH OCCURRENCE , OCCUR o CLAIMS MADE AGGRI"GATF , .- ___u , .- =1 DEDUCTIBLE , -.- -- -- RETENf,,?N , $ WORKERS COMPENSATION AND 01KROO31566 10/18/2005 10/18/2006 X I ~9.~I~~1?~J--I?~~ EMPL.OYERS' LlABIUTY 1 000 000 B ANY PROPRIETORl?ARTNERlEXECUTlVE E.L. EACH ACCIDENT , OFFICER/MEMBER EXCLUDEm ~EA:,;E - EAB.1PLOYE $ 1,000,000 ~~ECJ~~SI~1gNS below E.L. DISEASF - POLICY LIMIT . 1,000 000 OTHER D!~~IPTlON OF fPERATIONS I LOCATIONf I VEHICLES I EXCLUSIONS ADDED BY ENDORSEMENT J SPECIAL PROVISIONS Vl ence 0 Insurance on y. Cance11ation*10 days notice for non-payment of premium. IF TE HO A T The Depot of Santa Ana 1000 East Santa Ana Blvd. Suite 108 Santa Ana, CA 92701 SHOULO ANV OF THE ABOVE DESCRIBED POliCIES BE CANCELL.ED BEFORE THE ~IRATION DATE THER!!.OP. TtIf ISSUING INSURER W1LL.I:.NDEAVOR TO WAlL *30 DAYS WRITTEN NOTICE TO THE CERTIACATE HOLDeR NAMED TO THE LefT BUT FAlL.URE TO MAIL SUCH NOTICE SHALL IMPOSE NO OBUSATION OR lIABIL.ITY OF ANY KIND UPON THE INSURER, ITS AGENTS OR REPRESENTATIVES. AUTHORIZED REPRESENTATIVE ACORD 25 (2001108) Sandra FORM Marro u;n SAM ~rA.~I"~:~ @ACORD CORPORA TlON 1988 10d ./1iz!i ;lUrn Sl it!: Sheedy ':>:,j,-.:li.ilH Cily A{tor:1~Y 1:1"11.1 "62'60 SO 60 ^O~