HomeMy WebLinkAboutHONDO COMPANY, INC. 5REEMENT TCRMINATION
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Please complete this form when the attached agreement is no longer in .effec#. -
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Return form to the Deputy Clerk of the Council (M-30). Call 647-523,8 if you have any gtf~s~fons.
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Revised 05-22-08
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City of Santa Ana
Clerk of the Council
INSURANCE ON FILE
VcORK MAY PROCEED
UNTIL INSURANCE EXPIRES
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CLERK DF COUNCIL
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CONTRACTOR AGREEMENT
N-2008-079
Cn rol ~ ~~~ ~~~~ ~ THIS AGREEMENT, made and entered into this 1 n day of July, 2008, by and between
rV~ ~o,l Hondo 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").
RECITALS
A. The City desires to retain a contractor having special skill and knowledge in the
construction field to perform minor general repairs.
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 in compliance with such standards as may reasonably be
expected from a professional consulting firru 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 those services as set forth in Exhibit A to this Agreement.
2. COMPENSATION
a City agrees to pay, and Contractor agrees to accept as total payment for its services,
the rates and chazges 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 standazds 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 June 30,
2009, unless terminated eazlier in accordance with Section 12, below. The terns 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 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, agents, volunteers, and employees as
additional insureds) and shall include, but noY 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. 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. Contractor 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 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. If Contractor 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 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.
f 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: (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 Contractor 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 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
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 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 Infonnation" 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 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:
Deputy City Manager for Dev. Services
City of Santa Ana
20 Civic Center Plaza (M-25)
P.O. Box 1988
Santa Ana, California 92702
telefacsimile (714) 647-6549
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:
Hondo Company, Inc.
2121 S. Lyon Street
Santa Ana, California 92705
Telefacsimile (714) 434-0215
Attn: Bob Lloyd
A party may change its address by giving notice in writing to the other party. Thereafrer,
any notice, tender, demand, delivery, or other communication shall be addressed and transmitted
to the new address. If sent by mail, any notice, tender, demand, delivery, or other
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, any notice, tender, demand, delivery, or
other 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, that 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. 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 Deputy City Manager 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. JURISDICTION - VENUE
This Agreement and all questions relating to its validity, interpretation, performance, and
enforcement shall be governed and construed in accordance with the laws ofthe State of
California. 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 ofthis Agreement.
15. PROFESSIONAL LICENSES
Contractor shall, throughout the term ofthis 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 her inability to obtain or maintain such permits, licenses,
approvals, waivers, and exemptions. Said inability shall be cause for termination of this
Agreement.
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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 if fully set
forth in the body of this Agreement.
7
. .
IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year
first above written.
ATTEST:
~f;E~H~
Clerk of the Council
CITY OF SANTA ANA
~~
City Manager
APPROVED AS TO FORM:
JOSEPH W. FLETCHER
City Attorney
By:,:d {' .~
Lisa E. Storck
Assistant City Attorney
RECOMMENDED FOR APPROVAL:
~TEPHEN
V Deputy City anager for
Development Services
95-3324801
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I , A00RD CERTIFICATE OF LIABILITY INSURANCE \ DATE (MMIDOIYYYV)
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~f<:OOUCE.R (888) 825-4322 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION
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'Bowermaster & Associates Insurance HOLDER THIS CERTIFICATE DOES NOT AMEND, EXTEND OR
P,O, Box 6026 ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW.
10805 Holder Street. Suite 350
Cypre.., CA 90630 INSURERS AFFORDING COVERAGE ~AIC #
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I~SURED Hondo Company. Inc. .J!!SURER A Landmark American Insurance Co _ ~ _
2121 South Lyon Street INSURE'1 B Golden Eag~e Insurance Corporation \
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DESCRIPTION OF' OPERATIONS I r OC^TIONS.I VEHICLES; EXCLUSIONS ADDED BY ENDORSEMENT I SPECIAL PROVISIONS
"10 day notice of cancellation due to non payment of premhlm
lilY of Santa Ana, its officers, agents & employees are Additional Insured per the attached Blanket Endorsement form RSG 15017 n07 (1185)
SHOULD ANY OF THE ABOlJE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION
The Depot of Santa Ana DATE THEREOF. THE ISSUING INSURER WILL ENDEAVOR TO MAIL 30 0.... YS ~ITIEN
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LANDMARK AMERICAN INSURANCE COMPANY
This Endorsement Changes The Policy. Please Read It C{Jreful/y.
ADDITIONAL INSURED
BLANKET - PRIMARY AND YOUR WORK
This endol'llllmenl modlftes Insurance provided under Ihe following:
COMMERCIAL GENERAL LIABILITY COVERAGE FORM
SCHEDULE
- .._-,_.,-,_.,~,.,-..
'Name of Person or Organization: Any person or organization to whom or to which you are obligated by virtue
of a written contract or by the issuance or existence of a written permit. to
provide Insurance such as is afforded by this policy
A. SECTION II _ WHO IS AN INSURED Is amended to Include all an additional insured the person(s) or
organlzatlon(s) shown in the SCHEDULE. but only with respect to liability for "bodily injury', "property
damage" or "personal and advertising Injury" causad, In Whole or in part, by:
1. Your acts or omissions; or
2. The aelS or omissions of Ihase acting on your behalf; C
In the perfarmance af yaur on9"lng operatians ar 'yaur work" for tile addllionallnsured(s) designated above.
B. If yau are required by a written contract to provide primary insurance. this poWey shall be primary and
SECTION IV _ COMMERCIAL GENERAL LIABILITY CONDITIONS. 4. Other Insurance does not apply. but I
only w~h respect 10 caverage provided by Ihls policy.
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This endorsement effective 0610112007
forms part of Policy Number LHA131680
Issued to HONDO COMPANY. INC.
by Landmark American Insurance Company
ROO 150170307
(1185)
Endorsement No.:
InclUdes copyrighted matarlal of Insurance Services Office. Inc. 1984
with its permission