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HomeMy WebLinkAboutWILLDAN 4AGREEMENT TERMINATION Please complete this form when the attached agreement is no longer in effect. n-r , Return form to the Sr. Deputy Clerk of the Council (M-30). Call 647 'S23S`if a i�ava':ad questions. CITY OF --------------------------------------------- --- }----= -- The agreement with / / No. ,-3 h2 was completed on ? 6 , and final payment has been made. -- ' 2DO 2ti - 0 ( Department: Signature: 7 Date: City of Santa Ana Revised 8-7-03 Clerk of the Council A-2006-214 INSURANCE ON FILE WORK MAY PROCEED UNTIL INSURANCE EXPIRES CONSULTANT AGREEMENT CLERK OF COUNCIL THIS AGREEMENT made and entered into this 21" day of August, 2006 by and DATE:9_a7-0ttween Willdan, Lae., a California corporation (hereinafter "Consultant') and the City 1 D; f epr ta) �-zoejv� 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 Building and Safety counter services. 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: SCOPE OF SERVICES Consultant shall provide Building Department Counter Technician services 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, an hourly rate of $70.00. The total sum to be expended under this Agreement shall not exceed $75,000 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, 2007, unless terminated earlier in accordance with Section 12. The term of this Agreement may be extended upon a writing executed by the Executive Director of the Planning and Building 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, the City of Santa Ana, 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 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, $2,000,000 general aggregate. 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. Reserved. 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, $2,000,000 annual aggregate. 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 Qr radue A in eaverege or V: asp@@ without thirty (30) days prior written notice to the City, ten 112 (10) days if cancellation is due to non-payment of premium. 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 effect 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 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 result from the negligent acts, errors or omissions or other wrongful conduct 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. 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 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, California 92702-1988 Telefacsimile (714) 647-6956 With courtesy copies to: Mel Executive Director Planning and Building Agency City of Santa Ana 20 Civic Center Plaza (M-20) P.O. Box 1988 Santa Ana, CA 92702-1988 telefacsimile (714) 973-1461 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: WILLDAN Mr. Dave Hunt 2401 E. Katella Ave., Ste. 300 Anaheim, California 92808 telefacsimile (714) 940-6390 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 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, 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 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 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 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. 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. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: PATRICIA E. HEALY Clerk of the Council APPROVED AS TO FORM: JOSEPH W.FLETCHER City Attorney By: 4, W�'y Laufa Sheedy Assistant City Attorney CITY OF SANTA ANA DAVID N. REAM City Manager CONSULTANT DAVE HUNT, P.E. Senior Vice President TAX ID: 95-2295858 EXHIBIT A SUBJECT: WILLDAN PLANCHECK SERVICES AT THE CITY OF SANTA ANA BUILDING SAFETY DIVISION Willdan will continue to provide assistance to the City of Santa Ana Building Division. Willdan has been providing such services for the City of Santa Ana Building Safety Division in the capacity of in-house/front counter plan checker. Willdan staff is familiar with City procedures and expectations as well as City staff are familiar with our staff expertise and performance level. Mr. Phouc Neguyen, P.E. and Mr. Paul Melby, C.P.E. of Willdan continue to serve City during this fiscal year and with two staff members you will have a granted coverage for twenty (20) hours per week, Monday through Thursday 11:00 am to 4:00 pm. Willdan shall provide counter plan check services at the rate of $70 per hour. 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 E� 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 Again WILLUAIN AOR - CERTIFICATE OF LIABILITY INSURANCE 11T03/m6D1YY) PRODUCER Dealey, Renton & Associates THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE P. O. Box 10550 HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR Santa Ana, CA 92711-0550 ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. INSURERS AFFORDING COVERAGE 714 427-6810 INSURED Willdan INSURER A: Zurich American Insurance Co. INSURERS: American Automobile Ins. Co. 2401 KatAvenue, Ste. 300 INSURER C: XL Specialty Insurance Co. Anaheim, CAA 92806 INSURER D: 1 IU' lJLL' rnviceer_cc INSURER E: 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 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 CONDITIONS OF SUCH POLICIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. _SR IN TYPE OF INSURANCE POLICY NUMBER POLICY EFFECTIVE POLICY EXPIRATION 11/09/07 LIMITS A GENERALLUIBILITY X COMMERCIAL GENERAL LIABILITY CLAIMS MADE I X1 OCCUR X CONTRACTUAL GL0904316301 INDP. CONTRACTORS INCLUDED 11/09/06 EACH OCCURRENCE $1 QQQ QQQ FIRE DAMAGE (Any one fire) $1000000 MED EXP (Any one person) $1 Q QQQ PERSONAL &ADV INJURY $1000000 X BFPD, XCU GENERAL AGGREGATE $2 QQQ QQQ PRCOfLIM PPLIES PER: GEN' POLICY POLICY J( PRO [X—] LOG PRODUCTS-COMPIOPAGG $2000000 A AUTOMOBILE X LIABILITY ANYAUTO BAP904316201 11/09/06 11/09/07 COMBINED SINGLE LIMIT (Ee aakent) $1,000,000 ALL OWNED AUTOS SCHEDULED AUTOS BODILY INJURY (Par person) $ X HIRED AUTOS X NON -OWNED AUTOS IRECEI ED BODILY INJURY (Per accident) $ PROPERTY DAMAGE (Per accident) $ GARAGE LIABILITY ANV NYAUTAUTO NOV 13 006 AUTO ONLY - EA ACCIDENT $ OTHER THAN EA ACC AUTO ONLY: AGG EACH OCCURRENCE $ $ $ EXCESS LIABILITY OCCUR CLAIMS MADE AGGREGATE $ B DEDUCTIBLE RETENTION $ WORKERS COMPENSATION AND EMPW'/ER$'LiA81LITY WZP80945444 11/09I06 11/09/07 8 WC STATU- X °T"- TORVL ER_. $ E. L. EACH ACCIDENT $1 OOO,OOO E.L. DISEASE -EA EMPLOYEE $1,000,OOQ El. DISEASE-POLICV LIMIT $1,000,000 per claim $2,000,000 annl aggr. $1 QQQ QQQ C OTHER Professional lability DPR9600717 11/09/06 11/09/07 DESCRIPTION OF OPERATIONSILOCATIONSNEHICLESIEXCLUSIONS ADDED BY ENDORSEMENTISPECIAL PROVISIONS General Liability policy excludes claims arising out of the performance of professional services / Re: Building Department counter technical staff City of Santa Ana, its officers, agents,volunteers and employees are / (See Attached Descriptions) CMGTIPNr ATM UnI nee I I City of Santa Ana Attn: Tonia Zerba 20 Civic Center Plaza P.O. Box 1988 Santa Ana, CA 92702 SHOULD ANYOF TH E ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE TH E EXPIRATION DATE THEREOF, THE ISSUING INSURER WINXIINXXXgM TOMAIL 3Q—DAYSWRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TOTHE LEFTJatNxX)M"B0qOO*Q0Mx 25-S (7/97)1 of 2 #M177168 RILL Q ACORD CORPORATION 1988 Additional Insured — Automatic - Owners, Lessees Or Contractors - Broad Form 9 ZURICH Policy No. Eff. Date of Pol. Exp. Date of Pol. Eff. Date of End. Producer Add'I. Prem Remm Prem. GL0904316301 11/09/06 11/09/07 11/09/06 ealey, Renton & Associates N/A N/A THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement modifies insurance provided under the: Commercial General Liability Coverage Part A. WHO IS AN INSURED (Section II) is amended to include as an insured any person or organization whom you are required to add as an additional insured on this policy under a written contract or written agreement. B. The insurance provided to additional insureds applies only to "bodily injury", "property damage" or "personal and advertis- ing injury" covered under Section I, Coverage A, BODILY INJURY AND PROPERTY DAMAGE LIABILITY and Coverage B, PERSONAL AND ADVERTISING INJURY LIABILITY, but only if I. The "bodily injury" or "property damage" results from your negligence; and 2. The "bodily injury", "property damage" or "personal and advertising injury" results directly from: a. Your ongoing operations; or b. "Your work" completed as included in the "products -completed operations hazard', performed for the additional insured, which is the subject of the written contract or written agreement. C. However, regardless of the provisions of paragraphs A. and B. above: 1. We will not extend any insurance coverage to any additional insured person or organization: a. That is not provided to you in this policy; or b. That is any broader coverage than you are required to provide to the additional insured person or organization in the written contract or written agreement and 2. We will not provide Limits of Insurance to any additional insured person or organization that exceed the lower of: a. The Limits of Insurance provided to you in this policy; or b. The Limits of Insurance you are required to provide in the written contract or written agreement. D. The insurance provided to the additional insured person or organization does not apply to: "Bodily injury", "property damage" or "personal and advertising injury" that results solely from negligence of the addi- tional insured; or 1505j1 y U-GL-1175-A CW (9/03) Includes copyrighted material of Insurance Services Office, Inc. with its permission. Page I of 2 2. "Bodily injury", "property damage" or "personal and advertising injury" arising out of the rendering or failure to render any professional architectural, engineering or surveying services including: a. The preparing, approving, or failing to prepare or approve maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications; and b. Supervisory, inspection, architectural of engineering activities. E. The additional insured must see to it that: 1. We are notified as soon as practicable of an "occurrence" or offense that may result in a claim: 2. We receive written notice of a claim or "suit' as soon as practicable; and 3. A request for defense and indemnity of the claim or "suit' will promptly be brought against any policy issued by an- other insurer under which the additional insured also has rights as an insured or additional insured. F. The insurance provided by this endorsement is primary insurance and we will not seek contribution from any other in- surance available to any additional insured person or organization unless the other insurance is provided by a contractor other than you for the same operations and job location. Then we will share with that other insurance by the method de- scribed in paragraph 4.c. of SECTION IV - COMMERCIAL GENERAL LIABILITY CONDITIONS. Any provisions in this Coverage part not changed by the terms and renditions of this endorsement continue to apply as writ- ten. � y�y U-MA 175-A C W (9/03) Page 2 of 2