The URL can be used to link to this page

Home My WebLink AboutOCCUPATIONAL SERVICES INC. - 2006 CONSULTANT MiRFEMEI\T N-2006-081 THIS AGREEMENT, made and entered into this 7'1> day orJuly, 200f) by and between Occupational Services, Inc., (bereinafter "Consultant"), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws ofthc State of California (hereinafter "City"). RECITALS 't! A. The City desires to retain a consultant having special skill and knowledgc in the field of maiRtenaAce-ffi {f\- )( FayeqHil3ll-1ent. identilil.:ation and quantification of unknown radiunuclides. B. Consultant represents that Consultant is ablc and willing to provide such services to the City. C. In undertaking the performance of this Agreement, Consultant represcnts that it is knowledgeable in its field and that any services performed by Consultant under this Agreement will he pcrformed 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 subJeetto the terms and conditiolls hereinafter set forth, the parties agree as f(JIluws: I. SCOPE OF SERVICES Consultant shall identify and quantify unkown radioculides in a piece of x-ray equipment, located at the Santa Ana Zoo at Prentice Park, as set forth in Exhibit A Including contractor's tcrms and conditions, attached hereto and incOIvoratcd by n:fercnce. 2. COMPENSATION a, City agrees to pay, and Consultant agrecs to accept as total payment for its serviccs, a flat fee of $ j 500.00, The total sum to be expended under this Agreement shall not exceed $1500.00 during thc term of this Agreement. b. Payment by City shall be made within thirty (30) days following receipt of proper invoice evidencing work pertormed, subject to City aeeOlll1ting procedures, Payment need not he made for work wbieh fails to meet the standards of performance sct forth in the Rccitals which may reasouably be expected by City. 3, TERM This Agreement shall commencc on the date first written above and terminate upon receipt of Consultant's report. 4, INDEPENDENT CONTRACTOR Consultant shall, during the entire term of this Agreement, be constmed 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 employcr- employee relationship, a joint venture relationship, or to allow thc City to exercise discretion or control over the prolcssional manner in which Consultant performs the services which arc the subject mattcr of this AI,,'Teement; however, the services to be provided by Consultant shall be provided in a manner consistent with all applicable standards and regulations governing such scrvices. Consultant shall pay all salaries and wagcs, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible Identification and QuantifIcation of Unknown Radionuclidcs in a Piece of X-Ray L:quipmcnt Sunta Ana Zoo Page 2 of J U July 2'), :WOh for all apphcable withholding taxes. 5. INSURANCE Prior to undertaking performance of work under this A.brreement, Consultant shall maintain and shall rey.uire its subcontractors, If any, to ohtain and maintain insurance as described below: ll. Commercial General Liability Insurance. Consultant shall maintain commercial general liability insurance naming the City, its officers, employees, agents, volunteers and representatives as additlonal insured(s) and shall include, hut 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 perfonnance of this Agreement, induding, without limitation, acts involving vchicles. The amounts of insurance shall he not less than the following: single limit coverage applyi ng to hodily 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. Worker's Compensation Insurance. In accordance with the provisions of Section 3300 of the Labor Code, Consullant. if Consultant has any employees, is required to bt: insured against liability for worker's compensation or to undertake self-insurance. Prior to commencl1lg the performance of the work under this Agreement, Consultant agrees to obtain and maintain any employer's liability insurance with limits not less than S I ,000,000 per accidem. c. If Consultant is or employs a licensed professional such as an architect or engineer: Professional hability (errors and omissions) insurance, with a combined single limit of nor less than $1,000,000 per claim. d. 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) Certilicates 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. IfConsuIlant fails or refl1scs 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 lorce 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 lor its time and materials expended prior to notification oftennination. Consultant V\'aivcs the right to receive compensation and agrees to indemnify the City for any work performed Itkntiticl.ltinl1 and Quantification of Unknown RadionucliJcs in a Piece ()f X-Ray lquirmcnt Santa Ana Zoo Pa!jc -"\ of]O JIlly 25, 200() prior to approval of insurance hy the City. 6. INDEl\lNIFlC.\TION ~ilc'8f,""llaHt "pees to a"a sRall iRaelTIAifj' "Ed I18la hal1"I"" the City, ite. effi.e", ageRtJ, eHl~lo)'ee:, consl:Iltants, .;pecial counsel, aRB reflFeseRtatiT;es ff8Allial:Jility {Bf personal inj~]ry, amr.ages,jl:lst 6EH'Rj3r.3Hsati8Il, l'estitHtien, jl:ldieial 8r equitablo relief nrisiAg el:lt ef elailTlS fer flersenal injl:lry, including; health, aRd elairns for rre}3ert) aarnage, \~'hieh may ari.;e from the direst 0f indireet o{3eratiel1s ofths CSflSI:lItant or-its cOfltFaeters, :~ubcL1RtFacters, agcflts, 0111flloyees, 8r other perSGflS actiflg OR their Behalf y,'hieh relates tEl tHe ~~cryice~~ ric.serised -i-H-seetion I oft:Ai.:: /\.greemeflt. 7. CONFIDENTIALITY If Consultant receivcs fr0111 the City information which due to the nature of slleh informatlOll is reasonahly understood to be confidential and/or proprietary, Consultant agrees that it shall not use or disclose such illfoflnallUn except in the performance of this Agreement, and furlher agrees to exercise the samc degree of care it uses to protect its own infonllation oflike importance, but in no event less than reasonahle carc. "Confidential Infonnation" shall include allnonpublic information. Confidential infomlation includes not only written Infonnation, 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 ohligations of non-use and nondisclosure shall not apply to any infonnation that (a) has been disclosed In publicly availahle sources; (b) is, through no fault of the Consultant disclosed in a publicly available source; (c) is iu rightful possession of the Consultant without an obligatIon of confidentiality; (d) is required to be disclosed by operation ofJaw; or (e) is independently dcveloped by the Consultant without rekrenee to information disclosed by the City. 8. CONFLICT OF INTEREST CLAIJSE Consultant covenants that it presently has no interests and shall not have interests, direct or indirect, which \vould conflict in any manner with perfonnance of services specified under lhis Agreement. 9. NOTICE Any notice, tender, demand, delivery, or other communicalion pursuant to this Agreement shall be in writing and shall be deemed to he properly givcn if delivered in person or mailed by first class or certificd mail, postage prepaid, or sent by lclelaesimile nr other telegraphic communication in the manner provided in this Section, to the following persons: To City: Clerk of thc City Council City of Santa Ana 20 Civic Center Plaza (M-30) P.O. Box 1988 Santa Ana. CA 92702-1988 tclcfacsimile (714) 647-6956 Identification and Quantification of lInkno\'/1l Radionuclides in a Piece of X-Ray Equipment Santa Ana Zoo Page 4 of 10 July 25,2006 With courtesy copies to: Executivc Director of Parks, RCL:n:ation and Community Services City of Santa Ana 20 Civic Center Plaza (M-23) P.O. Box 1988 Santa Ana, Cali lornia 92702 telefacsimile (714) 571-4221 and City Attorney City of Santa Ana 20 Civic Center Plaza (M-29) P.O. Box 1988 Santa Ana, California 92702 tclefaesimile (714) 647-6515 To Consultant: Occupational Services, Inc. Nicola Rinaldi (i307 Nancy Ridge Drive San Diego, California 92121 telcfaesimile (858) 558-(i766 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 lu have been gIven three (3) days after it has been deposited in the Umted Slales mail, duly registered or certified, with postage prepaid, and addressed as set lorth above. Ifsent by telefacsimile, communication shall be effective or deemed to have been given twenty-four (24) hours aHer the time set forth on the transmission rcp0l1 issned by the transmitting illcsimile machine, addressed as set forth above. For purposes of calculating thcse time frames. weekends, federal, state, Cuunty 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 uther agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hercto, the terms of this Agreement shall prevail. This Agreement may not be modified except b/written instrument signcd by tbe City and by an authorized representative of Consultant. The parties agree that any terms or conditions of any purchase order or other instrument Lhat arc inconsistent with, or in addition to, the terms and conditions hereof, shaH not bind or obligate Consnltanlnur the City. Each party to this Agreement acknowledges that no representations, inducements, pr0111lSeS or agreements, orally or otherwise, have been made by any parly, or anyone acting on behalf of any party, which are not embodied herein. IJcntitkuion and Quantification of Unknown RaJionuclides in a Piece of X-Ray F.qlllrmenl Santa Ana Zoo Page.'i of]O July 25, 200(i 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 assignrnent. 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 Illnit the City's ability to have any of the services which are the subject to this Agreement perfonned 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 perfonned by Consultant prior to receipt ofslIch 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 orwch 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 thereoffor 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 AhTfeement. 13. DISCRIMINATION Consultant shall not discriminate hecause of race, color, creed, religlOll, sex, marital status, sexual orientation, age, national origin, ancestry, ur disability, as defined and prohibited by applicable law, in the recruitment, selel:tion, training, utilization, promotion, tennination or uther 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 he determined and governed by the Ail laws of the State or California. Both parties further agree that OFange C8HHt), San Diego, California, shall be E I{f\. the venue for any action or proceeding that may be brought or arise out of, in connection with or hy reason of this Agreement. 15. PROFESSIONAL LICENSES Consultant shall, throughout the tenn of this Agreement, maintain all necessary licenses, permits, approvals, "vaivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State orCalifornia, 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, hcenses, approvals, waivers, and exemptions. Said inability shall be cause for tennination ofthis Identification and Quantification of Un know !I RadionucJid<:s in a Piece of X-Ray Equipment Santa Ana Zoo Page h of 10 July 1'), 7006 Agreement. 16. MISCELLANEOUS PROVISIONS a. Each UlH.l/o:rsigncd represents and warrants that its signatur/o: herein below has the power, authority and right to bind their respective parties to each of the terms of this Agreement. amI shall indemnify City fully, includmg reasonable costs and attorney's fees, for any injuries or damages to City in the /o:vent that such authority or power is not, in fact, held by the signatury or is withdrawn. b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the budy of this Agreement. II II II II II II II II II II II II II Idcmitication and Quantification ofUnkno\\'1l RaJionuclides in a Piece of X-Ray Equipment Santa Ana Zoo Page 7 of)() July 25, 2006 IN WITNESS WHEREOF, the parties hereto have executed this Agreement thc date and ycar first above written. ATTEST: C2d~ Clerk uflhe Council CITY OF SANTA ANA [lL/flt2 ' DAVID N, REAM City Manager APPROVED AS TO FORM: JOSEPH W. FLETCHER City Allllmey 'I,.' "'I 8v' 'A,u "L"7 - J '/l' / Laura Sheedy' Assistant City Attorney RECOMMENDED FOR APPROVAL: CONSULTANT ~~~~~/ GFRARDO MOUET Executive Director ~Ltc~~ NICOLA RINALDI Occupational Services, Inc. Parks, Recreation and Community Serviecs Agency Health Physicist/Presidcnt Tax 10# 33-0290398 Identification and Quantification of Unknown Radiorlw.:lidl's in a Piece of X-Ray Equipment Santa Ana Zoo Pag!.: S of 10 July 25, 2006 EXHIBIT A ~ Occupational Services, Inc. 6397 Nallcl' Ridge Drive' Sail Diego, CA 9212/ Phone: 858-55t5-tJ736 . Fax: 8j8-558-6766 . H'H'H'.occserv.rnm Connie Sv..'cet, Collt:ction Manager Santa Ana Zoo I RO I E. Chestnut ^ vc. Santa Ann, CA 92701 April 12, 2006 I{e: A~l'"eement for the Identificatiun and Quantification of Unknown Radionculides in a Piece of X-Ra:\' Equipment. Dear Connie: I hl-lvC not been able to identify this plCce of e4uipment however, I did locate some information related to thorium valves or thorium vacuum tubes which may be part oflhc electronic circuits in the tank you described and ~howed in a photograph. "Large lransmitting tubes have tungsten filaments containing a small trace of thorium. A thin layer of thorium atoms forms on the outside of the wire when heated, serving as an efficient source of electrons. The thorium slowly evaporates from the wire surface, while new thorium atoms diffuse. to the surface to replace them. Such thoriated tungsten cathodes routinely deliver lifetimes in the tens of thousands of hours." If Thorium is present in t1,e tnnk v..'e may be able to 111casurt: it with st:nsill\'c survt:y meters and perhaps obtain n gamma spectrum identifying the radionuclidt:. r will have to do this at your facility. There is a chance that Thorium may bt: pn:sent, but in quantities too small to measure from the outside of the tank.lfthe tank 1S filled with oil this increases the likelihood that we "".ill not bc able to detect a small amount of thorium ifit is present.lf\ve cannot detect the thorium, then the oil may have to be draint:d from the tank and a survey done on the inside of the tank. This will ha\'e to be dUTlt: a~ a separate project, unless YOll can dmin and collect the oil before I arrive. You may have to do this in any event to properly dispose of both the oil and the piece of equipment. The cost for the survey and a report is fifteen hundred dollar~ ($1,500.00). Payment is due upon receipt of our report. Ifthis agreement nnd the attached terms and conditions are satisfactory lo you please sign below and return a copy to OSr. For: Occupational Services, Inc. For: Santa Ana Zoo ~f.-d. 4-12-0fl Nicola Rinaldi, Health Physicist Date Connie Sweet Date President Collection Manager SEE IMPORTANT TERMS AND CONDITIONS Il'i ATTACHMENT A Payment Terms: Payment dnc upon receipt of report Identlficatioll and Quantitication ofUnknowJ1 Rtldionuclides in a Piece of X-Ray Equipment Santa Ana Zoo Page 9 of 10 July 25,2006 Figure (1) is a photograph of the tank. ATTACHMENT A: TER'VIS AND CO'iDITlOI\S 1. Engagement Santa Ana Zoo (Client) ilereby cngagl.:s Occupational Services, Inc. (OSI) to provide safety, JllaJlagcmem, and other consulting sClviccs to Client. OS[ accepts such engagement and agrees to pcrlonn such services for CI iCllt, according to the tCIIllS of this agreement. at the ('lient'" facilities (]ocated at Santa Ana Zoo, ]80] E. Chestnut Ave, Santa Ana, CA 9270[) and at OS['" facilities (Iol.:atcd at 6397 \'ancy Ridge Drive. San Diego. CA 9212 I). 2 Fees. Exncnscs. and j1a"mf'nts 2. I ]dentifieation and qULlIltilieation of Llllknowrl radionculides in a piece of X-ray equipment Tile cost for tlil.: survey and a report is lifkcn hundrcd oullars ($1,500.00). 2.2 Client silall pay promptly, UpOll receipt ofOSI's report, all amounts due to OS] on each invoice submitted to Client by OSI. 3 F:ffecriw Dare and Termination of A1!feement T]lis Agreement is effective when signed hy hoth Parties. and t]l(.; Effective Date shull be lhc date the bst PaJiy sigm:d the Agreement. Either party may cancel this Agreement 011 prior written notice. ]n the event of SLlch tl'llnination, OS[ waives any further rights to compensation relative to future services to be performed. and Client s]lall promptly pay OSI li)r all fecs. ChiJrgcs, and expellses ifl(;uITed pursuant to paragruph 2 of this Agreement prim to tll(.; date of such termination. Tilis AgleCJJlellt shall temlinate immediately ifeireumstanccs occur that Ilrakl.: it impossible or impmetical for either OSI or Client to cOlltinue conducting bLlsincss. 4 ReDorts OSI shall maintain, eompletc IInd submit to Client such records, reports. or other documents, as required by Client that arc either an integml part of or usually associated with the services that arc to be perf()f)TIed by OS] uUlkr tilis Agreement. 5 Disnutc Arbitration lflhcre is a disputl: blOtwecn the Parties regarding OSI's fees charged to Client under this Agreement tor OSJ's services, or any other matters that cannot be resolved between lhe pal1ies, Cli(;;f11 and OS] agree to submit the controversy to binding arbitration. Arbitration shall ne held in the city of San Diego, CA, in accordance \....ith tile commercial arbitratioll rules then in effect of the American Albitlation Association, and judgement ofthc award entered shall be acct:pll:d by both parties ano may be enterco in any court havingjurisdietion thereof. 6 -'uthorh\' 10 Bind Tile parties executing this agreement n::ples(,;nt to each od1er that they have full autilority and right to cxecutl: this agreement on hehalf of their respcctivt: party and ro bind sLlch party to this agreement 7 Conseuuential Damll!!eS {}SI shan not be liable for special, consequential. or contingent damages resulting frollr delay of performance or any dd:llllt or defet:t lH:reunder. 8 Co,"'ernin1.' Law The validity of/his agreement and of its terms and conditions, as well as the rig]lts alld duties ohhe parties ilereLlndcr, shall bc governeo by the laws of tile State ofCalilomia. I} COllmlell' Intl'l!ration, Hindi"!! Uno" All Parties Ihis Agreement consisting ora cover letter and Attachment A contains the entire agreement bct\\,ieen Client iJnd OS] regarding this matter and the fees. ehlHges. expenses, and responsibilities relative thereto. This Agreement shall lIot be modified except by written agreement This Agreement lIlay be executed in one or more counterparts. each of Wllich shall be deemed to be an original, but all ofwlridl together shall constitute one and the same m",trrllllenL This Agrcerw..'nt shall be hmding upon Client ;.tIld OS! and their respective heirs. executors, legal representatives, ami successors. Client and OS] agree the rerm" and Conditions as set forth on this agreement shalt take prel.:l.:(..!t.:nce over and supersede all other Terms and Conditions includillg those that may' accompany any Purchase Order, Comract, Subcontract or other document Client may issue in rl.:sponse to this agreement Identification and QWlntification of Unknown RaJiollllclidcs in a Pi(,:cc or X-Ray Equipment Santa Ana Zoo Figure (1) Page ]00[10 July 25, 200h . ,,'J~.~.' "t2~ PICKER X-RAY CORPORATION , \~lJ. O~'D U. S. ~ tAT. l'3]J2} A!IlP.S, "'l IZ15JJ ""kiTIJlJ (HL~S ~O_.....J)]}s" If(!!-f[2J5:] fRI. ~. v ll2IlI ~~I u CL...-4l SEt. p.1l ~ lll_Ol ~I cslt1u::J1] ClAS~ Of IIHUl LA] rlJ! limR. ill.-ITJO THORIATEO VALVES