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HomeMy WebLinkAboutCC-POWERTEC 1AGREEMENT TERMINATION • Please complete this form when the attached agreement is o e effect. ~~ Return form to the Sr. Deputy Clerk of the Council (M-38~~~~] b47-52 i~f o~ have any questions. u j ~_; r ~, ~A _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _,_~3j~~t_ _ _ _ _ _ _ _ The agreement with ~~~-~Ol~ `~'r~G , No./~ o~oo7 U~,Z, was completed on ~j ~ U ~ ,and final payment has been made. Department: ~ ~ '~- Signature: 1~ Ot L`.~`S'a ~ (,._ Date: ~T\~I~c~ City of Santa Ana Revised 8-7-03 Clerk of the Council I'NSU~'N'r i:Ji Hil)'iW\i i I, 1\,"" .,' '" r' \i'Oi(r. ~.Hi .' " 1'," ""'"\I,r.!1 '. Ci ',':S','Y\ '.Jr V)U\~~ll. \.....1 N-2007-012 GilTE: 3-;).0-07 o! pwA-~) l~.~ CONSULTANT AGREEMENT THIS AGREEMENT, made and entered into this I" day of January, 2007 by and between CC-POWERTEC, a California corporation (hereinafter "Consultant"), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws ofthe State of California (hereinafter "City"). RECITALS A. The City desires to retain a consultant having special skill and knowledge in the field of engineering, to provide general plan and specification review for water projects. 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 /Tom 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. 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 $25,000.00 during the term ofthis 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 completion of the services, unless terminated earlier in accordance with Section 13, below. 4. WORK PRODUCT All work product prepared by Consultant pursuant to this Agreement, shall be the property of the City. Consultant consents to the City's use thereof for such purpose 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 Project Manager and Consultant 5. INDEPENDENT CONTRACTOR Consultant shall, during the entire term ofthis 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. 6. INSURANCE Due to the nature of services provided, no insurance is required. 7. INDEMNIFICATION Consultant agrees to and shall indemnify and hold harmless the City, its officers, agents, employees, consultants, special counsel, and representatives from liability: (1) for personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including health, and claims for property damage, which may arise from the direct or indirect operations of the Consultant or its contractors, subcontractors, agents, employees, or other persons acting on their behalf which relates to the services described in section 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 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 ofthe events referred to in this Section or by reason ofthe 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 asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief due to personal or property rights arises by reason ofthe terms of, or effects arising from this Agreement. City may make all reasonable decisions with respect to its representation in any legal proceeding. 2 8. 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 ofthe 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. 9. 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. 10. 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: Santa Ana Public Works Agency City of Santa Ana Attn: Nabil Saba 220 South Daisy Ave. Santa Ana, California 92703 telefacsimile (714) 547-3378 3 and City Attorney City of Santa Ana 20 Civic Center Plaza (M-29) P.O. Box 1988 Santa Ana, California 92702 telefacsirnile (714) 647-6515 To Consultant: CC-POWERTEC Russell L. Cotton 31441 Santa Margarita Parkway, A390 Rancho Santa Margarita, California 92688 Telefacsimile (949) 702-2434 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. 11. 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 ofa 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. 12. 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 ofthe 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. 4 13. 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. 14. 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. 15. JURISDICTION - VENUE This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any ofthe clauses of this Agreement shall be determined and governed by the laws ofthe 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 ofthis Agreement. 16. PROFESSIONAL LICENSES Consultant shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision ofthe services hereunder and required by the laws and regulations ofthe 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 ofthis Agreement. 17. 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 ofthe terms of this Agreement, and shall indemnity 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. 5 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. CITYO'~ ~",. DAVID N. REAM City Manager ATTEST: ~ -) // L . ._>-c../~ PATRICIA E.HEAL Y Clerk of the Council APPROVED AS TO FORM: JOSEPH W. FLETCHER City Attorney By;';;::'. )/-i....'/ Laura Sheedy Assistant City Attorney / RECOMMENDED FOR APPROVAL: A ,JA If2 CC-POWERTEC ! MES G. ROSS xecutive Director of the Public Works Agency ~g?~ RUSSELL L. OTTON Principal ~. 33 7-3b-q-/6 Z- Employer ID # or Individual SS # 6 EXHIBIT A CC-POWERTEC 31441 Santa Margarita Parkway, A390 Rancho Santa Margarita, Ca. 92688 (949) 702-2434, (949) 858-8587 Fax January 18, 2007 CITY OF SANTA ANA PUBLIC WORKS MAINT., M-8 CORP. YARD / BLDG A 220 S. Daisy, Ca. 92703 ATTENTION: NABIL SABA REFERENCE: PROPOSAL FOR ENGINEERING SERVICES, PLAN/SPECIFICATION REVIEW, AND ASSISTANCE IN PREPARATION FOR VARIOUS WATER PROJECTS. Mr. Saba; As requested, following is our proposal to provide general plan and specification review for upcoming water projects in an effort to coordinate citywide water strategy taking into account the completed projects and desired enhancements for new projects. It is recognized that our work on previous projects has conformed to the standards of the City of Santa Ana while providing a complete and comprehensive control strategy. Our effort is in cooperation with your department as part of an overall team that provides the City of Santa Ana with excellence in engineering, product selection, and citywide planning in the delivery of water services to its customers. INCLUDED: 1. Conduct principle of operation study of existing conditions and make recommendations for changes. The study will describe how the modified pump station or well site will be operated to cover the entire range of pumping operations. 2. Assist in the review and preparation of plans and specifications by your staff including outside third- party engineering firm(s). 3. Regular planned meetings with your staff to coordinate and execute a final plan toward bid documents. 4. Major components to include Switchgear, MCC's, PLC's, VFD's, Solid-State-Starters, Main Control Panels, power distribution, and field instrumentation requirements. 5. Assist In physical layout of equipment to optimize operational control and minimize space requirements. 6. These services are provided at the billable rate of: o THE ABOVE SERVICES ARE TO PROVIDED AT THE RATE OF $82.00/HR. o NOT TO EXCEED A MAXIMUM AMOUNT OF $25.000.00 NOT INCLUDED: The City of Santa Ana will compile and provide for review a set of final as-built drawings, equipment submittals, and sequence of operations of respective pump stations. Any blueprint charges to make copies available to us are not included. 7