HomeMy WebLinkAboutORANGE, COUNTY OF - HEALTH CARE AGENCY 9 - 2007
. INSURANCE NOT REQUIRED
WORK MAY PROCEED
CLERK OF COUNCil
DATE: 6 " F M So C \. Pflce.. "fCZ)
AGREEMENT TO PROVIDE VEHICLE MODIFICATIONS
N-2007 -056
THIS AGREEMENT, made and entered into this 22nd day of May. 2007 by and
between 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") and
the Orange County Health Care Agency (O.c. Health Care Agency).
RECITALS
A. The O.c. Health Care Agency desires to retain the City to install specialized vehicle
equipment.
B. City represents that City is able and willing to provide such services to the O.c. Health
Care Agency.
C. In undertaking the performance of this Agreement, City represents that it is
knowledgeable in its field and that any services performed by City under this Agreement
will be performed in compliance with such standards as may reasonably be expected
from a professional vehicle equipment installation company.
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
City shall perform those services as set forth in Exhibit A to this Agreement.
2. COMPENSATION
a. O.c. Health Care Agency agrees to pay, and City agrees to accept as total payment for
its services, the rates and charges identified in Exhibit A.
b. Payment by a.c. Health Care Agency shall be made within thirty (30) days following
receipt of proper invoice evidencing work performed, subject to O.C. Health Care Agency
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 O.C. Health Care
Agency.
3. TERM
This Agreement shall commence on the date first written above and terminate
on June 30th 2008 , unless terminated earlier in accordance with Section 11,
below. The term of this Agreement may be extended upon a writing executed by the Executive
Director of Finance and Management and the City Attorney.
4. INDEPENDENT CONTRACTOR
City shall, during the entire term of this Agreement, be construed to be an independent
contractor and not an employee of the O.c. Health Care Agency. This Agreement is not
intended nor shall it be construed to create an employer-employee relationship, a joint venture
relationship, or to allow the O.C. Health Care Agency to exercise discretion or control over the
professional manner in which City performs the services which are the subject matter ofthis
Agreement; however, the services to be provided by City shall be provided in a manner
consistent with all applicable standards and regulations governing such services. City 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. INDEMNIFICATION
City agrees to and shall indemnify and hold harmless the O. C. Health Care Agency from
liability for personal injury, restitution or equitable relief arising out of claims for personal
injury, including health, and claims for property damage, which may arise from the direct
operations of the City or its contractors acting on its behalf which relates to the services
described in section 1 of this Agreement.
7. CONFLICT OF INTEREST CLAUSE
The parties each covenant that they presently have no interests and shall not have
interests, direct or indirect, which would conflict in any manner with performance of services
specified under this Agreement.
8. 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 ofthe 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 Finance and Management
City of Santa Ana
20 Civic Center Plaza (M -11)
P.O. Box 1988
Santa Ana, California 92702
telefacsimile (714) 647-5400
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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 O.C. Health Care Agency:
Attn: Malcom Chou
Systems Analyst
515 N. Sycamore Santa Ana, Ca. 92701
Orange County Health Care Agency
714-834- 7 466
Lara Seto
HCA Purchasing Agent
511 N. Sycamore Santa Ana Ca. 92701
714-834-2188
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, any
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.
9. EXCLUSIVITY AND AMENDMENT
This Agreement represents the complete and exclusive statement between the City and
D.C. Health Care Agency, 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 the O.c. Health
Care Agency. 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 City nor the O.C. Health Care Agency. 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.
10. TERMINATION
This Agreement may be terminated by the City upon thirty (30) days written notice of
termination. In such event, City shall be entitled to receive and the O.c. Health Care Agency shall
pay City compensation for all services performed by City prior to receipt of such notice of
termination.
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11. 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 ofthis 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.
12. 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 ofthis 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
CITY OF SANTA ANA
a municipal corporation of the
:~a-
David N. Ream
City Manager
APPROVED AS TO FORM:
fJ!~; "T
.(? oseph W. Fletcher
City Attorney
O.c. HEALTH CARE AGENCY
RECOMMENDED FOR APPROVAL:
X~~~"'\",,\. \.~
Francisco Gutierrez
Finance & Management Services Agency
NAME: LA c;A~CJA
TITLE: Su 'GRI/IS'NG (7~A.EM:eNr
Employer ID# CoN ri2..Ac, r ~ PEC,J4 t....lsr
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EXHIBIT A
Attention: Malcolm Chou
Systems Analyst
Orange County Health Care Agency:
SANTA ANA
-
Date: OS/22/07
From: Terrill Price
Corp.Yanl/Fleet Facilities Manager
City Of Santa Ana
Subject: ORANGE COUNTY HEALTH CARE AGENCY REQUEST FOR EQUIP. INSTALLATION
Malcolm Chou:
Thank you for considering the City of Santa Ana's Fleet Services Division for your departments
vehicle equipment installation needs. Per our recent meeting twith you and your support staff,
listed below are the services and items to be provided to each of your departments vehicles
described as # 16 Animal Care Services vehicles. All equipment installed will be provided
by your department at time of installation. All equipment will be installed according to
manufactures recommendations and of the highest quality. Each installation will carry a ninety-
day complete warranty for labor. Equipment supplied will be covered by Manufactory's
warranty; labor to replace defective equipment will be billed at our hourly rate. Listed below is
an itemized list of service and equipment offered:
1. Install provided computer, computer mount, antenna, cabling, and power supply equipment in
sixteen Animal Care Services vehicles.
2. City to provide labor and miscellaneous electrical connectors, switches and system timer.
Work to be completed at Santa Ana Corporation Yard /Fleet Services Division, 215 S. Center St.
Santa Ana Ca. 92703 Pick-up and delivery of vehicles will be the responsibility of the O.c. Health
Care Agency. Anticipated installation schedule completion rate of two vehicles per week, pending
needs of City.
Above equipment, installation labor and tax included per vehicle $ 595.00
Additional equipment beyond the above scope billed at a per item expense.
Hourly rate for additional services $ 65.00
Again thank you for giving the City of Santa Ana's Fleet Services Division an opportunity to provide
these services.
Should you have any questions relative to this proposal, Please contact:
Terry Price, Fleet Mgr. (714) 647-3348
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