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HomeMy WebLinkAboutHAROLD WELLS ASSOCIATES 3AGREEMENT TERMINATION Please complete this form when the attached agreement is nc7rollpi Return form to the Sr. Deputy Clerk of the Council (M 30)_�all 647 523$r €y i e any questions. C° `k?' The agreement with ��Yi GJC / No. I"f'�� —I�% was completed on x -Z, Z': O `6 and final payment has been made. Revised 8 -7 -03 Department: UJ Signature:\ ) �^ Date: City of Santa Ana Clerk of the Council , N-2007 -018 5.-/5~o1 3 -/5 ~o7 CONSULTANT AGREEMENT 0: Pwf}u.) (1'I.5cWit) THIS AGREEMENT, made and entered into this 9th day of January, 2007 by and between Harold Wells Associates, 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 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 engineering, to prepare a design study report to upgrade the City's water system Supervisory Control and Data Acquisition system Computer-Room Uninterruptible Power Supply system. 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 Consultant's Proposal dated December 19, 2006, attached hereto as Exhibit A to this Agreement. 2. COMPENSA nON 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. 3. WORK PRODUCT Consultant shall deliver to City all work product which results from the services provided. Said work product shall be submitted in a hard copy and produced in a form compatible with City's computer system, as agreed between the Project Manager and Consultant. In regard to any copyrightable material produced as a deliverable pursuant to this Agreement, including but not limited to books, reports, plans, photographs, drawings and computer programs, which are produced as part or result of this project, the Consultant understands and shall ensure that all of Consultant's affected officers, employees, agents, contractors, and volunteer workers also understand that (a) any such material may not be copyrighted without prior review from the City; and (b) the authors of all such material, whether copyrighted or not, award to the City, and to its officers, agents and employees acting within the scope of their official duties, as a condition of payment to the Consultant, a royalty-free, nonexclusive, irrevocable license throughout the world for governmental purposes to disclose, publish, translate, reproduce, and use such materials 4. TERM This Agreement shall commence on the date first written above and terminate on completion of the bid process, unless terminated earlier in accordance with Section 12, below. 5. 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. 6. 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. 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. b. Professional liability (errors and omissions) insurance, with a combined single limit of not less than $1,000,000 per claim. c. 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. d. 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. 7. 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 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. 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 oflike 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. 9. CONFLICT OF INTEREST CLAUSE Consultant presently has direct contractual relationships and indirect relationships with various equipment manufacturers and contractors. Consultant covenants that these relationships will not 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: Executive Director of the Public Works Agency City of Santa Ana 220 South Daisy Ave. Santa Ana, California 92703 telefacsimile (714) 647-3342 and 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: Harold Wells Associates Craig Lamascus 741 East Ball Road Anaheim, California 92805 T elefacsimile (714) 490-0772 A party may change its address by giving notice in writing to the other party. 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 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. 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 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. 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 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. 16. 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. 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 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. II II IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: APPROVED AS TO FORM: JOSEPH W. FLETCHER City Attorney c/ I'. By. .I}.f.. . II. / .~/ ',J {~j ,/,.. .J-. \....-'/7/' Laura Sheedy Assistant City Attorney RECOMMENDED FOR APPROVAL: ~ ~ ,M C{ / JAM sid. ROSS ..,.Iyecutive Director of the ! ublic Works Agency , , CITY OF SANTA ANA ~~~ City Manager HAROLD WELLS ASSOCIATES (2~~ CRAIG (i;MASCUS Project ngmeer TaxID# .33,o.rSh7'14 HAROLD WELLS ASSOCIATES December 19, 2006 City of Santa Ana Public Works Maint., M-8 Corp. Yard/ Bldg. A 220 S. Daisy St. Santa Ana, CA 92703 ATTENTION: NABIL SABA REFRENCE: PROPOSAL FOR ENGINEERING / CONSULTING SERVICES Computer Room UPS Dear Mr. Saba: As requested, this proposal is for engineering services to prepare shop drawings and specifications to upgrade the Computer Room UPS as part of a prepared bid package by the City of Santa Ana for solicitation of bids from various selected prime contractors. Site Description: o Proposed Construction ~ Existing Installation The facility is located at 220 S. Daisy St. in Santa Ana, CA. The facility has an existing six KVA UPS, which will be replaced. The loads presendy served by this UPS are three server computers, printers, monitors and networking components. The load on the UPS presendy installed falls within the capabilities of the existing UPS, as displayed on the nameplate of the equipment. There are plans to modesdy increase the loading of the new proposed new UPS. This is a single-phase 120 VAC input and single phase 120 VAC output UPS. Scope of Work: ~ Design Study o Troubleshooting/Analysis The scope of work for this project included in this proposal is as follows: 1. Conduct principle of operation study of the existing UPS and make recommendations for changes. The study will describe how the new UPS will be used to adequately provide for intended future use. A California Registered Engineer will complete this study. 2. Prepare bid drawings: . Existing layout of electrical panels, electrical control room and power distribution. . Existing single line for the power distribution. . Revised layout showing relocation of reused equipment and new equipment added including physical dimensions layouts. . New single line drawing of all power distribution. 741 EAST BALL ROAD' ANAHEIM, CA . 92805 PHONE: (714) 490-0770 . FAX: (714) 490-0772 Santa Ana Proposal_UPS 1 of 2 12/19/06 mn' A,j 3. Write specification including: . UPS . Batteries . Networking capability and software 4. Prepare design, drawing and specification review limitations witb City of Santa Ana: . Initial Study design meetings witb the City of Santa Ana. . .. . . . ... . .. ... . .. . .limit of (3) meetings . Drawing and specification review meetings witb tbe City of Santa Ana.. . ..limit of (3) meetings 5. Insurance coverage to include: . Professional liability "errors and omissions" liability - $1,000,000 NOT INCLUDED: 1. Submittal drawing review process of successful bidder. 2. Civil Engineering structural changes (by otbers). 3. Mechanical engineering, including HVAC requirements. 4. Any planning for demolition or removal of asbestos or equipment containing or using asbestos. ALL FOR THE NET SUM OF: SIX THOUSAND DOLLARS & NO CENTS $6.000.00 Payment terms: Regards, /' ~ Net 30-days. /I' ,j/ y ~a//t~4:oa- Craig Lamascus, P.E. Harold Wells Associates Santa Ana ProposaC UPS 2 of 2 12/19/06 - ACORI). CERTIFICATE OF LIABILITY INSURANCE OP 10 sd OA'tE(MMlCOfYYYYl AAROL-2-~1 05/12/06 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. : t~ PRODUCER: Solomon , Solomon Insurance Brokers 23332 Mill Creek Dr Ste 135 Laguna Hills CA 92653 r~s~~::: 949-5~3-03~0~3ax: 9~~93~__~URERS AFFORDING COVERAGE Ji I I INSURER A: The Hartford IV-;/Qo5-N'f INSU"[R'~ ------ -- !INSURER C INSURER D I INSURER E:-------- Harold Wells ASSociates6 Inc. 714 E. Ball Rd. Ste. '1 6 Anaheim CA 92805-5952 .---t- ~----=r-=--1 COVERAGES THE POLICIES OF INSURANCl;;.lIST.ED BELOWIiAIIE BI:EN ISSUED to THE INSURm NAMED AElOVE FOR lHE POLlCY PERIOD INDICATED. NOIWITHSTANDING ANY REQUIREMENT, TERM OR CONDIIION OF ANY CONTRACTOR OTHER UOCUMENT WITH RESPFCT TO WHICH THIS CERTIFICATE MAYBE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES Or:::SCRrBED HEREIN IS SUBJECT lo ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES A.GGREGATe LIMITS SHOWN M.A.Y HAVE BEEN REl.1UCED BY f1AID CLAIMS. I"~i.m",-- L TR INSR TYPE OF INSUFtANCE POLICY ""'UMBER GEt-4ERAL LlABltHY I LilioMMERCIAL GENeRAL L1AB!I.ITY . 72UONTR7413 I:'~ CLAIMS MADE ~~J OCCUR I I-..----i _~n.~ _._.__ I~'L A.GGREGAT~ LIMiT APPLIES PE~' I jrt'T LOC AUTOMOBru: LIABILITY L I' ANY AUTO , ALL OWNED AUTOS .. SC~jFI"JULEO AUTOS ~ HIRED AUTOs I f.---I tI.'ON-QWNEDAUTOS -Wi=--- GARAGE LIABILITY n ANY AUTO A 05/15/07 BOmL Y INJURY (PBIpllr.o;cnj I BOOll YINJURY (Per acodOnl) LIMITS EACH :)CCURRENCE ' $ 1,000,000 I F'R~~SYE~~~~~~~~OOJ 000 _ - MED EXP(AnyoIlEl p",rsonj ~,OOO__ G[RS;NAl""V!N~' 1,000,000 GE~ERALAGGREGA-IE S 2,000 000 IF'RODl)CTS.COM~ 12,000,000 Em BQn. 500 000 I COMBINED SINGLE LIMIT I ' (Eaeccidcnl) 1$--- ~ 1---- C'EXCe:SSJU""S RELLA LJASIlITY , 'i _~ OCCUI1 I I CLAIMS MADE ~ 'I DmUCTIBLE 1 PROPERTY DAMAGE (PEI'SCeident) RETENTION , :., AUTO ONl Y . FA ACCIDENl $ I OTH~R THAN ~_, $ A.1.frOONLY: .~ EACH OCCURRENCE I s --_~. I AGGRECATE _-r;------- r-- --=f,-- , I. WORKERS COMPENSATION AHD EMpLOYERS' !.IA81L1TY ANY PROPRIETORfPARTNER/EXI:C UTIVE J OFFICERIMEMRER EXCLUDtLJ? Ilye'.d6:scriDtJuniJlH SPECIAL PROVISIONS b~IDW OTHER ITORY lIMI'TS El. ~CH ACCIDENT , , E_!., DISEASE - EA EMPLOYEE. 50 ---- -1----.--- Eo!.. DISCASE. POLICY LIMIT $ ~SCRIPTION OF OPERATIONS I LOCA.TIONS {VEHICLES J exCLUSIONS ADD!!D BY E!HDORSEMiNT i SPECIAL PROVISIONS 10 day notice of cancellation for non payment of premium. D ;_'t) ;:01" ,i~' 'RTIFICATE HOLDER -;''' \-Y~;~;:;I --i .'l "~:" ;_~;-~:)!:-J~:~,.~ ";~~~~~~__.' .... l.,; -'.1; ,.. CITYATT CANCELLATION SHOULD ANY OF THe ABOVE: D.ESCR1SED POLICIES BE CANCELLEO BEFORe THe EXPIRATION DATE THEREOF, tHe: 1.5!UIN'Ci INSURER WILL ENDEAVOR TO MAIL ~_ DAYS WRITTEN NOTICE TO THE CERTIFICAn HOLDER NAMED TO THE L!FT, SUT FAILURE TO 00 BO SHAll IMPOSE NO OBUGAl.T10N OR lIABIl.ITY OF ANY KIND UPON THE INSURER, ITS AGENTS OR REPRESENTAlwES. AUTHORIZEO REPAESEHTATIIIE City Attorney-City of Santa Ana 20 Civic Center Plaza (M-29) Santa Ana, CA 92702 ORD 25 (2001/08) Bob Davis ..,ACORD CORPORATION 1988