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HomeMy WebLinkAboutSQUIRES, LARRYCity of Santa Ar- Clerk of the Counc.. AGREEMENT TERMINATION ?r 2Cfl?t .RAV 14 ??,. ?? Please complete this form when the attached agreement is no longer in effect. Return form to the Clerk of the Council Office (M-30). CITY OF SANTA ANq Call 647-6520 if you have any questions. CLERK OF COUNCIL ------------------------------------------------------ (p --------------------- The agreement with U No. 1+`(- aoo L4 was completed on 1-3 and final payment has been made. Department: Cp? Phone/Ext.: SaJ? Signature: Date: (y-? -Ib , Revised 12-07-07 INSURANCE NOT ON FILE WORK MAY NOT PROCEED CLERK OF COUNCIL DATE: I- t5 -D8 (~aby ~-Ome'lc CONTRACTOR AGREEMENT N-2007-144 THIS AGREEMENT, made and entered into this 29`h day of November, 2007 by and between Larry Squires (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"). RECITALS A. The City desires to retain a Contractor having special skill and knowledge in the field of clock repair, to clean and repair the Spurgeon Tower Clock. B. Contractor represents that Contractor is able and willing to provide such services to the City. C. In undertaking the performance of this Agreement, Contractor represents that it is knowledgeable in its field and that any services performed by Contractor under this Agreement will be performed incompliance 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 clean and repair the Spurgeon Tower Clock, including: • Remove mechanism from the tower • Disassemble mechanism, clean and inspect for wear • Replace wornand/or damaged parts • Replace electric rotor • Reassemble and lubricate • Reinstall mechanism in tower The work does not include the center glass of the four dials or the four universal joints that drive the dial hands. Contractor does not anticipate any problem with the universals but will remove, inspect and clean each. 2. COMPENSATION a. City agrees to pay, and Contractor agrees to accept as total payment for its services a flat rate of $3500.00, plus necessary replacements parts and equipment. The total sum to be expended under this Agreement shalt not exceed $5,000.00 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 on completion of the work, unless terminated earlier in accordance with Section 12, below. 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 anemployer-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 insureds) 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 of this Agreement, including, without limitation, acts involving vehicles. T'he 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. 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 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. 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 operations of the Contractor or his contractors, subcontractors, agents, employees, or other persons acting on their behalf which relates to the services described in section 1 of this Agreement. 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 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 parry 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 communicaticn 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 Redevelopment Agency City of Santa Ana Downtown Division 20 Civic Center Plaza (M-86) P.O. Box 1988 Santa Ana, California 92702 telefacsimile (714)565-4020 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: Larry Squires 11702 Blue Jay Lane Garden Grove, California 92841 A party may change its address by giving notice in writing to the other party. Thereafter, 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. I1. 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. TERMINATION 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, subject to the following conditions: a. As a condition of such payment, the Executive Director may require Contractor 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 Contractor 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 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. -VENUE CONTRACTOR 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 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. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATT PATRICIA E. HEALY Clerk of the Council APPROVED AS TO FORM: JOSEPH W.FLETCHER City Attorney By; .i~~C~ La heedy Assistant City Attorney RECOMMENDED FOR APPROVAL: ~TEPHEN ARDING Deputy City anager for Development Services CITY OF SANTA ANA ~ ~P~" DAVID N. REA `~- City Manager ;~ RRY -~,U~I ~J L~j ~7 r Tax ID# -;[~- J- I 'v~~7le EXHIBIT A ADDITIONAL INSURED ENDORSEMENT FOR COMMERCIAL GENERAL LIABILITY POLICY Insurance Company This endorsement modifies such insurance as is afforded by the provisions of Policy # relating to the following: 1. The City of Santa Ana, 20 Civic Center Plaza, Santa Ana, California 92701; 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 the 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, Santa Ana, California 92701. (Completion of the following, including countersignature, is required to make this endorsement effective.) Effective Policy # Issued to this endorsement form as a part of Named Insured Countersigned by Authorized Representative ALLlANT License Number: OC36861 Phone (949) 756-0271/ Fax (949) 756-2713 C\:rtificate Number:030 Date: 12il9!07 VENDOR / CONTRACTOR LIABILITY PROGRAM Named Insured: Address: City/State/Zip: Additional Insured: Contract Tenn: From: LARRY SQUIRES 11702 BLUE .lAY LANE GARDEN GROVE, C1\ 92841 CITY OF SANTA ANA 12114/2007 to 12i14/20U8 ;v-~Qj7- /tf1 Description of Contract: CLEAN AND REPAIR THE SPURGEON TOWER CLOCK Contract Amount: 55,000 COMMERCIAL GENERAL LIABILITY - NEW OCCURRENCE FORM General Aggregate: Products/Completed Operations Limit: Personal Advertising: Each Occurrence: Fire Damag.e: Medical Payments: 5 I ,000,000. 51,000,000. 5 I ,000.000. S I ,000,000. S 50.000. S 5,000 IMPORTANT! Coverages are Limited to described contract. DEDUCTIBLE: S I ,000. Each Claim, Including Legal and Adjustment Expenses ANNUAL PREMIUM: SURPLUS LINES TAX: POLlCY FEE: 'rUrAL Sgso.oo Fully Earned at Inception $ 2656 Fully Earned at Inception S 50.00 Fully Earned at Inception $916.56 CorvlP AN Y: COLONY INSURANCE COMPANY THIS COMPANY BINDS THE KIND(S) OF INSURANCE STIPULATED HEREON. THIS INSURANCE IS SUBJECT TO THE TERMS, CONDiTiONS, AND LIMITATIONS OF THE POLICY OF MASTER POLlCY #GL35Sl356 ISSUED TO VENDORS!CONTR.i\CTORS LIABLlTY GROUP. A COPY OF THIS POLICY IS AVAILABLE ON REQUEST. THIS I'LRTlFlC\lT M!\ Y BI: CANCELLl'I) BY THE INSl:RED BY SURRENDER OF fI'JlS BINDER OR BY WRITTEN NOTICE ro THE CI JMPANY STATINlj WI.fEN C\NCLLLATlON WI LL BE LFFECTlVE. THIS CERTIFIC:\TE MAYBE CANCELLED BY THE CO!\,lP;\NY BY NOTICE TO THE INSl,RFD IN ;\CCORD:\NCE WITH THE POLICY CONDITIONS. . -; ',.;}?')... .._", I ,0 . \_" -<' I (;"ff...;-v :t.. ! y,......... T ::'-_'..J. ,/ AUTHORIZED 51GNA TURE/COuNtERSIGNATURE R.E. CH '\IX &. :\S<;OCI;\ TES INSCRi\!',CF BROKERS .11\(' LJ(:~n~~ T\umbcr: 1)726213 41 C\)rpofiltc Park, Suite .110, Inlne. C:\ <)2(;1)/; PHONE (l)4917~2-4177 F.\X: (<)49)7::~-4172 , ~ - '" .. ~ ',.1 c/" -~ - .o'~7~..~'P/- " '........,t;" . "