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HomeMy WebLinkAboutHOFMANN FINN DEVELOPMENT COMPANY, INC. 1C?O47 AGREEMENT TERMINATION mn PM 2-' 12 Please complete this form when the attached agreement is no longer in effect. CITY OF SA dTA ANA Return form to the Sr. Deputy Clerk of the Council (M-30). CaltPERA2 i ?l??;y any questions. The agreement with t+f7-gY?-I FiytYl t)4y?©L?P./L? No. Al- 20n'7- -0,37 was completed on L(' 1 3 - p'?" ? and final payment has been made. Department: C?? Signature: Date: Revised 3-2-07 ?-g-w City of Santa Ana Clerk of the Council N-2007-037 >i:;id:; .Jl.::l.'i:-- D1...._~.... :..J, :1 APR 1 0 2007 D: Cbll [~) LF~4 CONTRACTOR AGREEMENT THIS AGREEMENT, made and entered into this 19\h day of March, 2007 by and between Hofmann Finn Development Company, Inc., a California corporation (hereinafter "Contractor"), 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"). RECIT ALS A. The City desires to retain a Contractor having special skill and knowledge in the field of fountain repair work. B. Contractor represents that Contractor is able and willing to provide such services to the City. C. In undertaking the performance ofthis Agreement, Contractor represents that it is knowledgeable in its field and that any services performed by Contractor 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 Contractor shall perform repairs on the Second Street Fountain, as requested in writing by the Deputy City Manager for Development Services. Upon agreement of the terms of repair work, the Assistant City Manager, or his designee, will issue a written authorization to commence the work. 2. COMPENSATION a. City agrees to pay, and Contractor agrees to accept as total payment for its services, the rates and charges identified in each work authorization executed by the Deputy City Manager for Development Services. The total sum to be expended under this Agreement shall not exceed $5,000.00 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 December 31,2007, unless terminated earlie, in accordance with Section 12, below. Authorized fountain repair work performed since October I, 2006, shall be included within the Scope of Services of this Agreement. The term of this Agreement may be extended upon a writing executed by the Deputy City Manager for Development Services and the City Attorney. 4. INDEPENDENT CONTRACTOR Contractor 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 Contractor performs the services which are the subject matter of this Agreement; however, the services to be provided by Contractor shall be provided in a manner consistent with all applicable standards and regulations governing such services. Contractor 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, Contractor shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below: a. Commercial General Liability Insurance. Contractor shall maintain commercial general liability insurance naming the City, 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 Contractor's operations in the performance ofthis 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$I,OOO,OOO per occurrence. Contractor shall supply City with a fully executed additional insured endorsement in substantially the form attached hereto as Exhibit A 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, Contractor, if Contractor has any employees, is required to be insured against liability for worker's compensation or to undertake self-insurance. Prior to commencing the 2 performance of the work under this Agreement, Contractor agrees to obtain and maintain any employer's liability insurance with limits not less than $1,000,000 per accident. d. The following requirements apply to the insurance to be provided by Contractor pursuant to this section: (i) Contractor 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. e. If Contractor 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 Contractor's right to be paid for its time and materials expended prior to notification of termination. Contractor 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 Contractor agrees to and shall indemnify and hold harmless the City, its officers, agents, employees, Contractors, 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 Contractor 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. The Contractor 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 ofthis 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 Contractor receives from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Contractor 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 3 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 Contractor disclosed in a publicly available source; (c) is in rightful possession of the Contractor without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Contractor without reference to information disclosed by the City. 8. CONFLICT OF INTEREST CLAUSE Contractor 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: Community Development Agency City of Santa Ana 20 Civic Center Plaza (M-25) P.O. Box 1988 Santa Ana, California 92702 telefacsimile (714) 647-6736 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 Contractor: Hofmann Finn Development Company, Inc. 3188 Airway Avenue 4 Costa Mesa, California 92626-4652 Telefacsimile (714) 540-4848 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 Contractor, 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 Contractor. 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 Contractor 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 Contractor, Contractor 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 Contractors retained by City. 12. TERMINA nON This Agreement may be terminated by the City upon thirty (30) days written notice of termination. In such event, Contractor shall be entitled to receive and the City shall pay Contractor compensation for all services performed by Contractor prior to receipt of such notice of termination, payment need not be made for work which fails to meet the standard of performance specified in the Recitals of this Agreement. 5 13. DISCRIMINATION Contractor 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. Contractor 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 ofthe 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 Contractor 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. Contractor 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 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 iffully set forth in the body of this Agreement. II II II II II 6 IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ~,--,// a . PATRIC[AE-HE~ Clerk of the Council APPROVED AS TO FORM: JOSEPH W. FLETCHER City Attorney By: di.~ ~. j;, Laura Sheedy Assistant City Attorney RECOMMENDED FOR APPROVAL: CITY OF SANTA ANA -P~~ City Manager HOFMANN FINN DEVELOPMENT COMPANY,INC. CRSH~ President TaxlD# 3", - 07z..f (~7 7 , .~ ACORD CERTIFICATE OF LIABILITY INSURANCE , DATE {MMlDDIYYYY) '" 12/08/2006 P~ODUCER (714)505-5550 FAX (714)505-5562 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION Driscoll Insurance Agency, Inc. ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR 17782 E. 17th St., Suite #105 ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. P.O. Box 1085 ,tin, CA 92780 INSURERS AFFORDING COVERAGE NAIC# 1o~...."'RED Hofmann Fi nn Development Company, Inc. INSURER A: Landmark American Ins., c/o W. B own 3188-A Airway Avenue INSURER B: Costa Mesa, CA 92626 INSURER c: INSURER 0: INSURER E: COVERAGES 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. LTR NSR TYPE OF INSURANCE POUCY NUMBER DATE (MMlDO/"fYf DATE MMlDDIYY LIMITS GENERAL LIABILITY LHA130779 11/19/2006 11/19/2007 EACH OCCURRENCE . 1,000,00II X COMMERCIAL GENERAL LIABILITY PREMISES tE~~~ncel . 50,00II J CLAIMS MADE, 0 OCCUR g i f-::;' [ 7 MED EXP (Anyone person) . 5,00II A '0 U=:.../ PERSONAl & ADV INJURY . 1,000,0001 GENERAL AGGREGATE . 2,000,000 GEN'LAGGREGATE LIMIT APPLIES PER: PRODUCTS - COMPIOP AGG . 2,000,000 I POLICY [Xl j~ n LOG AUTOMOBILE UABlLlTY COMBINED SINGLE LIMIT t- (Ea aCCident) . ANY AUTO r- ALL OWNED AUTOS BODILY INJURY r- (Per person) . SCHEDULED AUTOS I- HIRED AUTOS ~O~ BODILY INJURY r- (Per accident) . NON-OWNED AUTOS 'to _, r- _..rt.~ ~ -- - J!Y fo/./ PROPERTY DAMAGE . (Per accldent) GARAGE LIABILITY !3~ ~~~, AUTO ONI.. Y - EA ACCIDENT $ :=LANY AUTO OTHER THAN EA ACC . l~_. C.\~~r_V' AUTO ONLY: AGG . EXCESSIUMBRELLA UABILITY ~ ~S"'( lL{ / EACH OCCURRENCE . P OCCUR o CLAIMS MADE AGGREGATE . . R DEDUCTIBLE . RETENTION . . WORKERS COMPENSATION AND iTORYLlMITSI IVE,l" EMPLOYERS' LIABILITY ANY PROPRIETORIPARTNERlEXECUTIVE E.L EACH ACCIDENT . OFFICERlMEMBER EXClUDED? E.L. DISEASE - EA EMPLOYEE . If yes, describe under SPECIAL PROVISIONS below E.L DISEASE - POLICY LIMIT . OTHER DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES f EXCLUSIONS ADDED BY ENDORSEMENT I SPECIAL PROVISIONS ob: Our Lady of the Pillar Catholic Church-Parking Lot Expansion, 1609 W. Fifth St., Santa Ana, CA 2703-2903, Certificate Holder is named as additional insured as per attached form dated: 12/8/06 uties: Renovation/Tenant Improvements. ancellation Clause: Unless cancellation is for non payment of premium in which case 10 ~ays notice may be given. Modified Cancellation Clause applies to General Liabil ity CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING INSURER WILL ~JWtWJQ MAtL ~ DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, City of Santa Ana, M-93 ~~KKIIOOr,3f')"I)(lOO@{n~JII(~XX 20 Civic Center Plaza JII(~~JOOOIlOO{JIJOlNl(l,'(~XXXXXXXX Santa Ana, CA 92702 AUT~EPRESENTAnvE Thomas Cotter ACORD 25 (2001/08) @ACORDCORPORATION 1988 i .0 f' IMPORTANT If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). DISCLAIMER The Certificate of Insurance on the reverse side of this form does not constitute a contract between the issuing insurer(s), authorized representative or producer, and the certificate holder, nor does it affirmatively or negatively amend, extend or alter the coverage afforded by the policies listed thereon. ACORO 25 (2001/08) . ADDITIONAL: INSUR.ED ENDOR.SEMENT FOR COMMERCIAL GENERAL LIABILITY POLICY Re: Job: Our Lady of ,he Pillar Catholic Church-Parking Lot Expansion 1609 W. Fifth St.. Santa Ana, CA 92703-2903 Insurance Company i Landmark American Insurance Company This endorsement modifies such ihsurance as. is afforded by the. provisions of Policy # LHA 130779 . relatingl to the. following: 1_ The. City of Santa Aria. 20 Civic. Center Plaza, Santa Ana, California 92701; its officers, employees, agents, volunteers. and representatives are named as additional insureds ("additional in~ureds.) with regard to. liability and defense of suits arising from the. operations and. u~es 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 insuredl such insurance as is afforded by this. policy is. primary and is not additional to or ~ntributing with any other insurance carried by or for the. benefflofthe additional. insureCts. 3. This insurance. apPIi~s 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 organizlltion 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. cidditional. 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 Qf Santa Ana, 20 Civic Center Plaza, Santa Ana, Califomia 92701. . . (Completion of the following, inclu~ing countersignature, is. required to make. this endorsement effective.) . Effective 12/8/06 , this endorsement form as a part of Policy # LHA 130779 Issued to Hofmann Finn Development Company, Inc. .~ ~iO ~,.'O ;~ o~ ~~ e-Pountersigned by _ ~~~~ .1 r 4~. "'~ ",'I.'l.o~~. Au orized. Representative ~'" (\'1. v~ '\ ~\..'I.?> f( }- ) l'-"~O Named Insured