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HomeMy WebLinkAboutNORTHCROSS, HILL & ACH, INC. - 2006INSURANCE NOT ON PILE N-2008-042 WORK MAY NOT PROCEED CLERK Of COUNCIL DATE: ~"~A~G~tEEMENT BETWEEN THE CITY OF SANTA ANA AND p : ~~u,.,~ (2~ NORTHCROSS, HILL & ACH, INC., ~~.~, A• FOR PROFESSIONAL SERVICES FOR THIS AGREEMENT is made and entered into this 3rtl day of March, 2008 by and between the CITY OF SANTA ANA, a municipal corporation, hereinafter referred to as "CITY", and Northcross, Hill & Ach, Inc., hereinafter referred to as "CONSULTANT." RECITALS WHEREAS, Government Code Section 37103 authorizes CITY to engage specially trained and experienced persons or firms for special services and advice in financial, economic, accounting, engineering, legal, or administrative matters; and WHEREAS, CITY requires the services of CONSULTANT by providing special services and advice of a type authorized by Section 37103; and WHEREAS, CONSULTANT is specially trained and possesses special skills, education, experience, and competency to perform the services and provide the advice needed; and WHEREAS, the CITY has chosen CONSULTANT to perform the needed work. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, CITY and CONSULTANT agree as follow: Services To Be Provided By CONSULTANT (a) CONSULTANT shall act in a professional capacity to assist CITY. CONSULTANT's work shall conform to applicable statutes, laws, regulations, and professional standards for such work. (b) CONSULTANT shall perform professional services as described in the Scope of Services, which is attached as Exhibit "A" (c) Extra work beyond that described in the Scope of Services is not authorized without the express written approval of CITY. CONSULTANT shall request and receive written approval prior to performing any extra work. Any work beyond that reflected in the approved Scope of Services shall not be compensated by CITY unless prior written approval was provided under this paragraph. 2. Assistance By CITY Subject to other provisions of this Agreement, the CITY shall provide the CONSULTANT with copies of any specifications, maps, drawings, records, or other documentation, which are required by the CONSULTANT in order to perform the services specified herein. CITY shall provide all further reasonably necessary information to CONSULTANT upon CONSULTANT's request. Page 1 of 8 PROFESSIONAL SERVICES AGREEMENT 3. Term Of Agreement (a) This Agreement shall take effect on the date first written above, and unless terminated earlier pursuant to subsection (c) below, shall be in effect until the services described in Exhibit "A" are completed. (b) Time is of the essence with regard to the performance of the CONSULTANT's duties under this Agreement. (c) Either party may terminate this Agreement by tendering written notice to the other party thirty days before the effective date of termination. In such event, or upon request of the CITY, CONSULTANT shall assemble all CITY documents in the CONSULTANT's possession and put them in order for proper filing and closing, and deliver said documents to CITY. In the event of termination, CONSULTANT shall be paid for work performed to the termination date. CITY shall make the final determination as to the portion of tasks completed and the compensation to be made. 4. Comaensation (a) ~~~ CITY shall pay CONSULTANT a fee not to exceed $24,999 for all services and other expenses provided or incurred in performing the Scope of Services in Exhibit "A". In no event shall CITY be liable for paying more than $24,999 for CONSULTANT's services rendered and expenses incurred per this Agreement. (b) Expenses: CITY shall not reimburse CONSULTANT for any expenses, incurred by CONSULTANT in rendering services under this Agreement except as expressly provided for in Exhibit "A". (c) Schedule for Payments: (i) CONSULTANT shall bill CITY c/o the City's Finance & Management Services Agency, 20 Civic Center Plaza (M17), P.O. Box 1988, Santa Ana, CA 92702, for services rendered under this Agreement. Billing shall be made upon a successful closing of the financing. (ii) CITY shall pay fees and applicable expenses due under this Agreement within thirty days of receiving such bills from CONSULTANT, unless contested. Payment of any fee or reimbursement shall not constitute a waiver by the CITY of any breach of any part of this Agreement. 5. Indemnification To the fullest extent permitted by law (including, but not limited to California Civil Code Sections 2782 and 2782.8) CONSULTANT shall indemnify, defend and hold harmless the CITY and its officers, elected and appointed officials, employees and volunteers ("CITY entities") from and against all claims, damages, injuries, losses and Page 2 of 8 PROFESSIONAL SERVICES AGREEMENT expenses including costs, attorney fees, expert consultant and expert witness fees arising out of, pertaining to or relating to, the negligence, recklessness or willful misconduct of CONSULTANT, any subconsultant, anyone employed by any of them or anyone for whose acts any of them may be liable, except to the extent caused by the sole negligence, active negligence or willful misconduct of the CITY. Negligence, recklessness or willful misconduct of any subcontractor employed by CONSULTANT shall be conclusively deemed to be the negligence, recklessness or willful misconduct of CONSULTANT unless adequately corrected by CONSULTANT. The provisions of this Section 5 shall survive completion of CONSULTANT'S services or the termination of this Agreement. 6. Insurance Requirements Without limiting CONSULTANT's respohsibility to defend and indemnify CITY, it is agreed that CONSULTANT shall maintain in full force and effect, at all times during the performance of this Agreement, the following policy or policies of insurance covering its operations: (a) Workers' Compensation coverage shall be at statutory limits. (b) Errors and Omissions Liability in the amount of one million dollars ($1,000,000). City need not be named as an additional insured on professional errors and omissions insurance policies. All insurance policies required by this section shall not be canceled, limited or non-renewed without first giving 30 days written notice to the CITY. Additionally, the policy shall specifically contain language substantially similar to the following clause: This insurance shall not be canceled until after thirty days written notice has been given to the City of Pismo Beach. Certificates of insurance evidencing the coverages required by the clauses set forth above shall be filed with CITY prior to the effective date of this Agreement. This is a condition precedent to the formation of any obligation by CITY to compensate CONSULTANT under this agreement. Ownershia Of paper and electronic Documents All reports and other information as herein required are the property of the CITY, whether the work for which they are made be executed or not. In the event this Agreement is terminated, and at the end of the term of this Agreement, all such documentation, reports, and specifications shall be delivered immediately to the CITY. CONSULTANT may retain one copy of each document for CONSULTANT'S records, but shall have no proprietary rights to them. CITY agrees to indemnify CONSULTANT against any damages caused by the unauthorized re-use of said documents. Status Of The CONSULTANT The CONSULTANT shall perform the services provided for herein using CONSULTANT' own methods and practices as an independent contractor and in pursuit of CONSULTANT' independent calling. CONSULTANT is not an employee of Page 3 of 8 PROFESSIONAL SERVICES AGREEMENT the CITY, nor shall any employees of CONSULTANT be considered employees of the CITY, for any purpose. CONSULTANT shall be under the direction and control of CITY staff only as to the results to be accomplished. Assignment And Subcontracting (a) CONSULTANT is being retained due to its special qualifications to perform services as described in Exhibit "A". Therefore, CONSULTANT shall not assign this Agreement, any part thereof, or any compensation due thereunder. (b) CONSULTANT shall be fully responsible to the CITY for any acts and omissions of CONSULTANT's subcontractors, including persons either directly or indirectly employed by subcontractors, in the event CONSULTANT subcontracts any of the work to be performed under this Agreement. CONSULTANT's responsibility under this paragraph shall be identical to CONSULTANT's liability for acts and omissions of CONSULTANT and employees of the CONSULTANT. Nothing contained in this Agreement shall create any contractual relationship between CITY and any subcontractor of CONSULTANT, but CONSULTANT shall bind every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement applicable to CONSULTANT's work, unless such change, omission, or addition is approved in advance in writing by the City. All subcontractors are subject to the prior written review and approval of the City. (c) All terms, conditions, and provisions hereof shall inure to and bind each of the parties hereto, and each of their respective heirs, executors, administrators, successors, and assigns. Page 4 of 8 PROFESSIONAL SERVICES AGREEMENT 10. Notices All notices shall be in writing and given either by personal service or delivery by the United States Postal Service, or its successor, postage prepaid to the specifically named person(s) or the holder(s) of a designated position. Notices shall become effective insofar as service is concerned on the date of personal service and five days following postmark from the United States Postal Service. Notices/communications between the parties to this Agreement may be sent to the following addresses: CITY: CITY OF SANTA ANA Finance & Management Services Agency 20 Civic Center Plaza (M17) P.O. Box 1988 Santa Ana, CA 92702 CONSULTANT: NORTHCROSS, HILL & ACH 999 Fifth Avenue, Suite 560 San Rafael, CA 94901 11. Disputes If a dispute should arise regarding the performance of this Agreement or compensation for work performed under this Agreement, the parties hereby agree to make good faith and reasonable attempts to settle the dispute through subsequent agreement between CONSULTANT principal and CITY. In the event that a dispute continues, the CONSULTANT is required to continue performing under this Agreement pending resolution of the dispute. Nothing in this procedure shall prohibit the parties from seeking remedies available to them at law after they have made a good faith and reasonable attempt to resolve the dispute pursuant to the provisions of this section. 12. Agreement Contains All Understandings (a) This document (including all exhibits referred to above and attached hereto) represents the entire and integrated Agreement between CITY and CONSULTANT and supersedes all prior negotiations, representations, or agreements, either written or oral. This document may be amended only by written instrument, signed by both CITY and CONSULTANT. The body of this Agreement shall supersede any discrepancy that may exist with respect to any attached exhibits or documents incorporated by reference. (b) No oral agreement or representation by any officer, agent, or employee of either party made during or after the execution of this Agreement shall become a part of this Agreement except to the extent such oral agreement or representation is expressly reflected in this written Agreement or a written amendment to this Agreement. Page 5 of 8 PROFESSIONAL SERVICES AGREEMENT IN WITNESS WHEREOF, we have hereunto set our hands and seals. CITY OF SANTA ANA CONSULTANT AVID N. RE I City Manager /~~i.~c~'P,4L ATTEST: PATRICJA ~. HEALY Clerk of the Council APPROVED AS TO FORM: JOSEPH W.FLETCHER City Attorney gy; ~~ne~~- Lau Sheedy Assistant City Attorney RECOMMENDED FOR APPROVAL FRANCISCO GUTIERREZ Executive Director -Finance and Management Services Agency Page 6 of 8 PROFESSIONAL SERVICES AGREEMENT Exhibit A SCOPE OF SERVICES 1. Evaluate Financing Options for ERP System Acquisition; 2. Provide Financing Options to City staff; 3. Solicit financing proposals from funding sources; 4. Review proposals and recommend option to City staff; 5. Provide credit review information to funding source; 6. Work with selected funding source to generate financing documents; 7. Assist City staff with city council reports or other information items as requested; 8. Attend and participate in City Council meetings (as required); 9. Review the financing documents from funding source; 10. Assist with the closing process COMPENSATION NHA will provide the services listed above on a contingent fee basis subject to a successful bond financing. The Fee charged on an hourly rate of $225 for work described above. Fee includes all NHA expenses related the Scope of Services and shall not exceed $24,999. PagB 7 OF 8 PROFESSIONAL SERVICES AGREEMENT . 1-.1 - d'€-O K - () '-I- ;;:r- ACORD CERTIFICATE OF LIABILITY INSURANCE I DATE (MMIDDIYYYY) TM 04/21/2008 PRODUCER Phone: (858) 350..Q555 Fax: {858} 35Q-OS56 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION K T L BUSINESS INSURANCE SERVICES, INC. ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE 322 8TH STREET SUITE # 101 HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR DEL MAR CA 92014 ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. INSURERS AFFORDING COVERAGE NAIC# Arlen"" U(:#; 0086601 INSURED INSURER A: Hartford Casualty Insurance Company 29424 NORTHCROSS HILL & ACH, INC. INSURER B: JAMES RIVER INSURANCE CO 9995TH STREET SUITE 560 INSURER C: Hartford Fire Insurance 19682 SAN RAFAEL CA 94901 !INSURER D: INSURER E: COVERAGES 1HE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR ,HE POUCY PERIOD INDICATED, NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANV 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, EXCl.USIONS AND CONDITIONS OF SUCH POLICIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. "". All. TYPE OF INSURANCE POLICY NUMBER PDO~iYni~~~E p~;J,~=~OH UMITS LTR INS' ~NERAL LIABILITY 72SBARB7400 05/01/08 05101/09 EACH OCCURRENCE . 1,000,000 X COMMERCIAL GENERAL LlABIUTY ~:~~r1E~~~ncel . 300,000 I CLAIMS MADEW OCCUR MED. EXP (Anyone person) . 10,000 A ~ BUSINESS llABIl.1TY PERSONAL & MJV INJURY . 1,000,000 GENERAL AGGREGATE . 2,000,000 - h'~ AGGR~n LIMIT APPLIES PER: PRODUcr8-COMPIOP AGG. $ 2,000,000 PRO- n POLICY JECT l.OC ~OM08IlE LIABILITY 72SBARB7400 05/01/08 05/01/09 COMBINED SINGLE liMIT 1,000,000 ANY AUTO (Eaacddent) . - - AL.L OWNED AUTOS BODILY INJURY SCHEDUL.ED AUTOS (Per person) . A - .!.. HIRED AUTOS BODILY INJURY .!.. NON-QWNED AUTOS (per!lccldent) . - PROPERTY DAMAGE $ (Per accident) RGE LIABILITY AUTO ONLY - EA ACCIDENT . ANY AUTO OTHER THAN EAACC . AUTO ONLY: AGG . ~ESS I UMBREl.LA LIABILITY EACH OCCURRENCE . OCCUR D CLAIMS MADE AGGREGATE . $ ~ DEDUCTIBLE . RETENTION $ . WORKERS COMPENSATION AND 72WECTL0431 11/13/07 11/13/08 X Ifg~d~s I IOTHER EMPLOYERS' LIABILITY C ANY PROPRlETORIPARTNERlEXECUTlVE E.1.. EACH ACCIDENT . 1,000,000 OFflCER/MEMBER EXCLUDED? E.L. DISEASE-EA EMPLOYEE . 1,000,000 If y.s,d.&CIrllaund.r E.L. DISEASE-POLICY LIMIT $ 1,000,000 S~ECIAL ~ROVISIONS below B I OTHER PROFESSIONAL LIABILITY I 00011313.2 08104107 08/04/08 lEACH OCCURANCE $1,000,000 AGGREGATE $1,000,000 DESCRIPTION OF OPERATIONSILOCATIONSNEHICLES/EXCLUSIONS ADDED BY ENDORSEMENT/ SPECIAL PROVISIONS CERTIFICATE HOLDER NAMED AS ADDITIONAL INSURED WITH RESPECTS TO GENERAL LIABILITY AS PER ATTACHED ENDORSEMENT AND POLICY FORM.10-DAY NOTICE OF CANCELLATION GIVEN FOR NON.PAYMENT OF PREMIUM. RE: CONSULTING CONTRACT AGREEMENT Attention: FRANCISCO GUTlERRt ACORD 25 (2001/08) /I~-.- CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES Be CANCELLED BEFORE THE EXPIRATION DATE THEREOF. THE ISSUING INSURER W1LlENOEAVORTO MAll3D DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO 00 SO SHALL IMPOSE NO OBLIGATION OR lIABILITY OF ANY KIND UPON THE INSURER, IT'S AGENTS OR REPRESENTATIVES. CERTIFICATE HOLDER CITY OF SANTA ANA P.O. BOX 1988 SANTA ANA, CA 92702 AUTHORIZED REPRESENTATIVE \ Kek- Certficate # 19141 @ ACORD CORPORATION 1988 'c POLICY NUMBER: 72SBARB7400 COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED-OWNERS, LESSEES OR CONTRACTORS (Form B) This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY SCHEDULE Name of Person or Organization; CITY OF SANTA ANA P.O. BOX 1988 SANTA ANA, CA 92702 (If no entry appears above. information required to complete this endorsement will be shown in the Declarations as applicable to this endorsement.) WHO IS AN INSURED (Section II) is amended to include as an insured the person or organization shown in the Schedule, but only with respect to liability arising out of your ongoing operations per- formed for that insured. CG 20101093 Copyright. Insurance Services Office, Inc., 1992 Certificate # 19141 _ ____.__ ______ _ _ ____ ______.__~__u_ __ _ ~__ __ __ ___ _____ - ____. - __. ___ __ _._~ -- - _n__ ----- - -- .. --_..~.__. -- ---