HomeMy WebLinkAboutTALAVERA AND RICHARD 2
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WORK MAY PROCEED
UNTIL INSVRANCE EXPIRES
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CLERK OE COUNCIL CONSULTANT AGREEMENT
DATE: /7-- -/; -() Z- 11
(\ '. Pl.OA THIS AGREEMENT, made and entered into this {C:f!1 day of J).RtfinfyC2002 by
F t tV and between Talavera and Richard, a general partnership (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").
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RECITALS
A. The City desires to retain a consultant having special skill and knowledge in the field of
conversion of sewer videotape to computer format.
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 perform those services as set forth in Exhibit A to this Agreement. City
shall retain ownership over all documents produced pursuant 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 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.
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3. TERM
This Agreement shall commence on the date first written above and terminate on October
31,2003, 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 Public Works
Agency 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
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. (reserved)
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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: (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 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
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
3
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:
City of Santa Ana
Public Works Agency
220 S. Daisy Avenue
Santa Ana, California 92703
Bldg A M-85
telefacsimile (714) 647-5622
attn: Ray Burk
and,
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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:
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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.
David K. Richardson
6532 r::~tflt~s Drive
OdlJaud, CA 94611
516-339-8109
268-439 7229
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, that 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
5
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 government 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.
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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.
17. WORK PRODUCT
All work product prepared by Consultant pursuant to this Agreement shall be the
property of the City and Consultant consents to the City's use thereoffor such purposes as the
City deems appropriate. Consultant shall submit all work product to City in hard copy and
produced in a form compatible with City's computer system, as agreed between the City and
Consultant.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year
first above written.
ATTEST:
CITY OF SANTA ANA
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PATRICIAE.HEAL~
Clerk of the Council
~~
City Manager
APPROVED AS TO FORM:
JOSEPH W. FLETCHER
City At Y
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Cnstme . haw
Assistant City Attorney
ROV AL:
CONSULTANT
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David K. Richardson
General Partner
<f'l- 32/ 'S'I/3
Employer ID # or Individual SS #
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City of Santa Ana
Scope of Work - CCTV VHS to Windows Media AudioNideo
October 1, 2002
Talavera & Richardson will convert CCTV pipe inspection videos stored on VHS tapes to digital
Windows Media AudioNideo (WMV) format. A separate video file will be created for each pipe
segment with the filename based on the tape and run numbers. All WMV files for a tape will be stored as
a group on one or more CDs.
The original VHS tapes and associated CDs will be returned via FedEX (shipping costs are included).
This project will convert approximately 165,000 feet of video inspection footage (using an estimated
conversion cost of $0.06/ft*). The contract will not exceed $10,000 without \\Tilten consent by both
parties.
· The cost will be $0.06 per foot of video based on the footage counter recorded on the videos with the
following exceptions:
. F or inspection rates below 20 feet per minute, the cost will be $1.20 per minute of video.
In all cases, there is a minimum cost of $8.00 per video file.
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Cllent#' 1794 TALAVRICH
ACl1Rll. CERTIFICA...IE OF LIABILITY INSU~NCE I DATE (MM/DDfYY)
04/01/03
PRODUCER THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION
Dealey, Renton & Associates ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE
p. O. Box 12675 Attn: GRD HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR
Oakland, CA 94604-2675 ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW.
. I II
510465-3090 INSURERS AFFORDING COVERAGE
INSURED '1I~\f1 INSUAEA., Hartford Casualty Insurance Co.
Telavera & Richardson INSUAEA B,Lumbermens Mutual Casualty Co."
45 Franklin Street, Suite 319 ~/O ._-~
INSURER c:
San Francisco, CA 94102 INSURER 0:
INSURER E:
THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POUCY 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 PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONorrtONS OF SUCH
POLICIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BV PAID CLAIMS.
IIN~I TYPE OF INSURANCE POLICY NUMBER POLICY EFFECTIVE POLICY EXPIRATION
A ! GENEAAL LIABILITY 115'7SBALP4948 04/14/03 04/14/04
!Xi COMMERCIAL GENER.o.L~IABILITY Policy Excludes
~ CLAIMSMADEW OCCUR Claims Arslng
---j out of the
~ Performance of
Professional
Services
57SBALP4948
COVERAGES
. c"='; GEN'l., AGGRE~ ~IMIT AP~SPER:
! I POLICY I I ~~~.; I I LaC
A I AUTOMOBILE LIABILITY
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! ; ANY AUTO
~- ALL OWNE D AUTOS
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f------- SCHEDULED AUTOS
~ HIRED AUTOS
~ NON-OWNED AUTOS
~~~
RGARAGE liABILITY
ANY AUTO
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EXCESS LIABILITY
;=J OCCUR l_J CLAIMS MADE
b OEDUCTIBLE
IL--I ~ETENTlON $
i WORKERS COMPE"ISATIDN AND
I EMPLOYERS' LIABIliTY
B OTHER Professional
Llabllny
,
DESCRIPTION OF OPERATIONSfLOCATIOI
" The Insurer's policy payment at
National Indemnity Company, an
Cut~ Through Agreement Is attach.
(See Attached Descriptions)
CERTIFICATE HOLDER I X I AD
City of Santa Ana
Water Resources Dlvll
Attn: David Patton
220 S Daisy Avenue
Santa Ana, CA 92703
I
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04/14/04
04/14/01
04/14/04
)RSEMENT/SPECIAL PROVISIONS
lh Agreement to
sldlary. A summary of the
CANCELLATION
liMITS
EACH OCCURRENCE $1 000 000
FIRE DAMAGE (Anyone lire $300 000
MED EXP(Any one person) $10000
PERSONAL & ADV INJURY $1 000 000
GENERAL AGGREGATE $2000000
PRODUCTS-COMP/QP AGG s2 000 000
COMBINED SINGLE LIMIT i $1 000 000
(Eaaccldent) i I .
BODIL Y INJURY
(per person)
!
,$
BODILY INJURY
(Per accident)
.
PROPEATY DAMAGE
(Per accIdent)
.
AUTO ONL Y_ EAACCIDENT $
OTHER THAN
AUTO ONL Y:
EA ACC $
.
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AGG
! EACH OCCURRENCE
i AGGREGATE '
$
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l.weSTATU.,! IOJ:;'
E.L. EACH ACCIDENT $
E.L.DISEASE-EA EMPLOYE $
E.L.DISEASE-POLICY lIMI $
$1 ,000,000 per "Ielm
$1,000,000 annl aggr.
f"i'iZOvE0 AS TO FORM
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Deputy City Attorney
.
SHOULD AflV OFTHEABOVE DESCRIBED POUClES BE CANCELLED BEFOFE THE EXPIRATION
DATETHEREOF,THE ISSUING INSURER WILl at!" 8'108(1"0 MAII..3O.--.- DAYS WRITTEN
NOTICETOlHE CEFmACATE HOLOERNAMEDTOlHELEFT, ~'UIl J ma'rJetX
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.. ACORD CORPORATION 1985
DE\..iRIPTIONS (Continued from....Jlge 1)
GENERAL LIABILITY ADDITIONAL INSURED: The City 01 Santa Ana, 20 Civic
€enter Plaza, Santa Ana, California 92701, tts oIftcers, employees, agents,
volunteers and representatives.
BUSINESS LIABILITY, NON-OWNED and HIRED AUTOMOBILE LIABILITY ADDITIONAL
INSURED: The Cert~IC819 Holder and any other person named In the wrltl9n
contract between the Named Insured and the Certlllc819 Holder. The
coverage afforded is pursuant 10 Section C., Who Is An Insured,
Su~ctlon f. Add~lonallnsureds by Contract, Agreement or Permtt, 01
the Business Liability Coverage Form, Form No. SS 00 08.
AMS 25.3 (07/97) 2
012
#M85757
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EXCERPTS FROM: Hartford Form SS 00 08 03 00
BUSINESS LIABILITY COVERAGE FORM
C. WHO IS AN INSURED
2. f. Additional Insureds by Contract, Agreement or Permit (page 11 of 21)
Any person or organization with whom you agreed, because of a written contract or agreement or
permit, to provlde insurance such as is afforded under this Business Liability Coverage Form, but
oniy with respect to your operations, "your work" or facilities owned or used by you. However,
coverage under this provision does not apply:
(1) Unless the written contract or agreement has been executed or a permit has been Issued prior
to the "bodily inJury", "property damage" or "personal and advertising injury",
(2) To any person or organization included as an insured under provision g. (Broad Form
Vendors).
(3) To any other person or organization shown in the Declarations as an Additional Insured.
E.5. Separation of Insureds
Except with respect to the limits of Insurance, and any rights or duties specifically assigned
in this policy to the first Named Insured, this Insurance applies:
a, As if each Named Insured were the only Nam,ed Ins~red; ?nd
b. Separately to each insured against whom a claim Is made or "suit" is brought.
E.7. Other Insurance. Primary AdditIonal Insured
If the written contract or agreement or permit requires this insurance to be primary for any
person or organization with whom you agree to Include in WHO IS AN INSURED, this
Other Insurance Provision Is applicable. (a) This Insurance Is primary. We wlll not seek
contribution from other insurance available to the person or organization with whom you agree to
Include in WHO is AN INSURED.."
EXCERPT FROM Hartford Form S5 04 38 03 00
HIRED AUTO AND NON-OWNED AUTO
B, With respect to the operation of a 'non-owned auto", WHO IS AN INSURED Is replaced by the
following: The following are "insureds':
d, Anyone liability for the conduct of an "insured", but oniy to the extent of that liability.
EXCERPT FROM Hartford Form 55 00 05 06 96
COMMON POLICY CONDITIONS
K. TRANSFER OF RIGHTS OF RECOVERY' AGAINST OTHERS TO US
2. Applicable to Business Liability Coverage: If the Insured has rights to recover all or part
of any payment we have made under this policy, those rights are transferred to us. The
insured must do nothing after loss to impair them. At our request, the insured will bring
"suit" or transfer those rights to us and help us enforce them,
Talavera & Richardson
Policy #S7SBALP4948
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