HomeMy WebLinkAboutGATES DEVELOPMENTW---
City of Santa Ana
0ork of the Caninch
AGREEMENT TERMUNATION FORM
PleaSe CUTIPlete this form when the attachad agreement and all
amendments lif arty) cre no longer in effect.
Return forrn to the Clerk of the Coundt Office (M-30).
Call 6474,59.0 if you have any clusaffore.
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Ctnd►y Giomez
CONSULTANT AGREEMENT
N- 2007 -110
THIS AGREEMENT, made and entered into this—Z,,-�of /&S/ 2007, by and
between GATES DEVELOPMENT, hereinafter referred to as "CONSULTANT," and the City of
Santa Ana, a charter city and municipal corporation of the State of California, Post Office Box
1988, Santa Ana, California 92702, hereinafter referred to as "CITY"
RECITALS
A. The City desires to retain a professional firm having special skills and knowledge in
the field of relocation, specifically to complete moving and construction bids in order to process
relocation claims.
B. Consultant represents that it 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 provide all services to the City as set forth in the Scope of Services attached
hereto and incorporated herein as Exhibit A.
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 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 upon
expenditure of funds, unless terminated earlier in accordance with Section 12, below.
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, its officers, agents, volunteers, and employees 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.
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 Counsel.
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, 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. If Consultant is or employs a licensed professional such as an architect or engineer:
Professional liability (errors and omissions) insurance, with a combined single limit of not less than
$1,000,000 per claim.
e. The following requirements apply to the insurance to be provided by Consultant pursuant
to this section:
2
(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.
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: (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 1 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 terms of or 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 of the events referred to in
this Section or by reason of the terms of, or 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
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
3
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: City of Santa Ana
20 Civic Center Plaza (M -21)
P.O. Box 1988
Santa Ana, CA 92702 -1988
With courtesy copies to:
City Attorney's Office
City of Santa Ana
20 Civic Center Plaza (M -29)
P.O. Box 1988
Santa Ana, California 92702
Telefacsimile (714) 647 -6515
To Consultant: Gates Development
1315 N. Tustin PMB 162
Orange, CA 92867
Telefacsimile (714) 283 -2236
A party may change its address by giving notice in writing to the other party. Thereafter, any
notice, tender, demand, delivery, or other 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.
M
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, that 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 herembelow 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.
c. Consultant shall not subcontract any of the services required hereunder without written
approval of the Director of the Public Works Agency.
2
IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and
year first above written.
ATTEST:
PATRICIA E. HEALY
Secretary
APPROVED AS TO FORM:
JOSEPH W.FLETCHER
City Attorney
By: Lisa E. Storck
Assistant City Attorney
RECOMMENDED FO
: Ja es G. Ross
ecut' e Director
bli Works Agency
VAL:
7
THE CITY OF SANTA ANA
DAVID N. REAM
City Manager
CnNCi T1 T ANT
Randy Gates
Employer ID# 33- 0869322
EXHIBIT A
Scope of Work
Gates Development
Provide general contracting services, Perform actual work or prepare
Cost estimates to be used for settlement purposes.
EXHIBIT B
ADDITIONAL INSURED ENDORSEMENT
FOR COMMERCIAL GENERAL LIABILITY POLICY
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Insurance Company , S r 6 Q' LygJ qv,)
This endorsement modifies such insurance as is afforded by the provisions of Policy
# T%C -9 3 relating to the following:
I. The City of Santa Ana and the City of Santa Ana, 20 Civic Center Plaza (M -21) P.O.
Box 1988, Santa Ana, California 92702; 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 -:he 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 (M -21) P.O. Box 1988 Santa Ana, California 92702.
(Completion of the following, including countersignature, is required to make this endorsement
effective.) /
Effective V6 0 7 , this endorsement form as a part of
Policy # G 35
Issued toy
Named Insured
Countersigned by
A.ithoAze epresentative
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5205 N. O'Connor Blvd., Suite /UU
Irving, TX 75039
Underwritten by: Leader Insurance CompenY
Clabw Service: (IM) 334.1661
Cessorw 5mby; (8W) 722.3391
COMMERCIAL AUTO DECLARATION
GATES DEVELOPMENT CO
1315 N TUSTIN ST A' 162
ORANGE CA 92867 ,
IERAOES - LIMITS OF LIABILITY
COVERAGE IS APPLICABLE ONLY IF A PREMOIM IS INDICATED
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POLICY NUMBER: 504.50000- 0388.001
POLICY PERIOD: 11 /07/2007 To 11107!2008
This poOa'y meapm on the dam and come dm Ole **C1400 fat
inooraao9 IS exeeaad and &Wj expae at 12:01 a.m. ea the Iasi
day of Ole Policy Period.
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,chide as shown below. Covemes an de5eed m *e Foray
and aro ss w4 tom � ems- No �lt
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PREMIUM BY VEHICLE:j 1375
SEE REVERSE FOR ADDITIONAL INFORMATION
ENDORSEMENTS MADE A PART OF THIS POLICY:
W"DNOS02; 50450AIE01; 5045OHAE02; 50450FOL02 '
TOTAL VEHICLE PREMIUM
POLICY PEES
TOTAL POLICY PREMIUM
FOR
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INSURED COPY AMEND DATE: 11/07/07
Form 50450DECO2 PaSn.1 of 2 ENDORSI?MENT: 3-1
00034433903401190133