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Home My WebLink AboutSUTARIA, THAKORLAL C. 1 - 2009M ., N-2009-140 iN~urtnNCE ON FILE VJpRK MAY PROCEED UNTIL INSURAtdCE EXPIRES =~,s-o20 /QT a.~_: CONSULTANT AGREEMENT CLERK OF COUNCIL DATE: 4. p WIC Z) THIS AGREEMENT, made and entered into this 9~' day of December, 2009 by and ZeOI K between Thakorlal C. Sutaria, an individual (hereinafter "Consultant"), 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 consultant to perform engineering consulting services for the Public Works Agency. B. Consultant represents that Consultant is able and willing to provide such services to the City. C. Consultant is an independent contractor who, in rendering services, is to exercise his independent judgment and represents the City only as to the results of his work and not as to the means whereby the work is to be accomplished. 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 engineering consulting services as required to assist the Public Works Agency Engineering Services Division, at the request of the Executive Director or his designated representative, including, but not limited to, the following projects: Santa Ana Fixed Guideway Corridor SARTC Expansion Central County Corridor MIS Studies conducted by City or OCTA Consultants. 2. DELIVERY OF WORK PRODUCT Consultant shall deliver to City any work product which results from the services provided. Said work product shall be submitted as agreed between the Project Manager and Consultant. In regard to all material produced as a deliverable under this Agreement, including but not limited to records, papers, drawings, specifications, programs, systems and other materials prepared by Consultant, Consultant agrees that (a) such material shall be the property of the City, and may not be copyrighted without prior review from the City, and (b) the authors of all such material, whether copyrighted or not, award to the City, and to its officers, agents and employees acting within the scope of their official duties, as a condition of payment to the Consultant, a royalty-free, nonexclusive, irrevocable license throughout the world for governmental purposes to disclose, publish, translate, reproduce, and use such materials. 3. COMPENSATION a. City agrees to pay, and Consultant agrees to accept as total payment for its services, an hourly fee of $75.00. City will provide office space, computer, telephone and staff support necessary in performance of this Agreement. 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. 4. TERM This Agreement shall commence on January 1, 2010 and terminate December 31, 2010, unless terminated earlier in accordance with Section 13 or OCTA, below. The term may be extended upon the approval of the Executive Director of the Public Works Agency. 5. 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. 6. 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. Business automobile liability insurance, or equivalent form, with a combined single limit of not less than $500,000 per occurrence. Such insurance shall include coverage for owned, hired and non-owned automobiles. 7. INDEMNIFICATION Consultant agrees to and shall indemnify and hold harmless the City, its officers, agents, employees, consultants, 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 direct 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. 8. 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 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. 9. 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. 10. 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: Public Works Agency -Engineering Services Division City of Santa Ana 20 Civic Center Plaza (M-21) P.O. Box 1988 Santa Ana, CA 92702-1988 Telefacsimile 714-647-5670 To Consultant: Thakorlal C. Sutaria P.O. Box 26363 Santa Ana, CA 92799 Telefacsimile 714-662-5926 A party may change its address by giving notice in writing to the other party. 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. 11. 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. 12. 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. 13. TERMINATION This Agreement may be terminated by either party upon five (5) 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. 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 bylaw, and Consultant consents to the City's use thereof for such purposes as the City deems appropriate. However, any use of unfmished work product shall be at City's sole risk. 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. /// /// /// /// IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: ~~-- Z ~"~ y.% MARIA D. HUIZAR , ,,- Clerk of the Council CITY OF SANTA ANA ~ ' ~ ...~ - DAVID N. REAM City Manager APPROVED AS TO FORM: JOSEPH W.FLETCHER City Attorney I ,-1 By.~l GX u- ; ~ i~~ Laura Sheedy Assistant City Attorney RECOMMENDED FOR APPROVAL: RAUL GODINE Executive Director -Public Works CONSULTANT .. ~,,, THAKORLAL C. SUT A Tax ID# ~s Interinsurance Exchange of the Automobile Club ~~~ : Automobile Insurance Policy Coverages and Limits Renewal Declarations We are pleased to offer you a renewal for your automobile insurance policy. To renew your policy, send at least the minimum payment on or before the due date. Insurance is in effect only for the vehicles, coverages, and limits of liability shown on this declarations page and as set forth in the insurance policy and endorsements. These declarations.. together with the contract and the endorsements in effect, complete your policy. If any change to your policy or to the information we have on file results in a premium decrease during the policy period. the Interinsurance Exchange reserves the right to apply any refund due to your outstanding balance. NAMED INSURED Item 1.) AUTO POLICY NUMBER: G 7104636 SUTARIA, TC AND TARULATA POLICY PERIOD (PACIFIC STANDARD TIME) PO BOX 26363 N-2009-140 POLICY EFFECTIVE DATE: 01-15-10 12 01 A M SANTA ANA CA 92799-6363 ~ POLICY EXPIRATION DATE: 01-15-11 12 01 A M VEHICLES VEHICLE YEAR MAKE MODEL IDENTIFICATION VEHICLE GARAGE ANNUAL LEASED NUMBER NUMBER USE ZIP CODE MILES FINANCED 1 1998 TOYO SIENNA LE/XLE 4T3ZF13C9W0002464 COMMUTE 92707 7.501 - 1QOD0 NO NO 3 2006 TOYO CAMRY LE/XLE/SE 4T18E32K36U664722 PLEASURE 92707 7,501 - 10,000 NO YE5 COVERAGES AND LIMITS Coverage is not in effect unless a premium or the word "included" is shown. ANNUAL PREMIUMS COVERAGES LIMITS OF LIABILITY Vehicle 1 Vehicle 3 Vehicle Vehicle Vehicle Liability 3odily Injury $500.000 each person/ $500,000 each occurrence $ 160 $ 182 property Damage $100,000 each occurrence $ 130 ' $ 125 Medical - NA NA 'hysieal Damage (Actual Cash Value unless otherwise stated.. less deductible) Vehicle 1 Vehicle 3 Vehicle Vehicle Vehicle :omprehensive ACV ACV ; $ 29 $ 43 Less Deductible) $100 $100 ;ollision ACV ACV $ 155 $ 323 Less Deductible) $250 $250 ;ar Rental Expense Per Day) NA $30 NA ~ $ 31 Ininsured Motorist ;~t,.Jl V ~~.i A~ TO FORM iodily Injury $30,000 each personi $60,000 each accident $ 23 $ 38 Jninsured & Underinsured Vehicles , ', I i d D d i ~~ n nsure e uct ble Waiver „m~ :Included :Included Jninsured Collision Lau a Stitt She dy NA NA (otal Premium ssxs ant ,qty t orney ; $ 497 $ 742 'REMIUM DISCOUNTS "NA" indicates coverage not purchased. ' lease refer to the enclosed document entitled "Premium Discounts Applied to Your Automobile Policy " . Total Annual Premium' "If at any time you choose to pay less than the full balance outstanding, (Includes all applicable discounts.) $ 1239 ~ i finance charges of up to 1.5% per month of the balance outstanding wilt apply Less Policyholder's Dividend $ ~ 02 as explained in your billing statements, which are part of these declarations ` . Net Premium $ 1137 ooso ze PROCESS DATE 12-10-09 PLEASE ATTACH TO YOUR POLICY fSEE REVERSE) ~: Interinsurance Exchange of the Automobile Club ~~~ _ t Automobile Insurance Policy Coverages and Limits Renewal Declarations We are pleased to offer you a renewal for your automobile insurance policy. To renew your policy, send at least the minimum payment on or before the due date. Insurance is in effect only for the vehicles, coverages, and limits of liability shown on this declarations page and as set forth in the insurance policy and endorsements. These declarations, together with the contract and the endorsements in effect, complete your policy. If any change to your policy or to the information we have on file results in a premium decrease during the policy period, the Interinsurance Exchange reserves the right to apply any refund due to your outstanding balance. ED (ttem 1 SUTARIA, TC AND TARULATA PO BOX 26363 SANTA ANA CA 92799-6363 AUTO POLICY NUMBER: G 7104636 rvucr rtrcwu (PACIFIC STANDARD TIME) POLICY EFFECTIVE DATE: 01-15-09 12:01 A.M. POLICY EXPIRATION DATE: 01-15-10 12:01 A.M. VEHICLES VEHICLE YEAR MAKE MODEL NUMBER IDENTIFICATION VEHICLE GARAGE ANNUAL NUMBER USE ZIP CODE MILES LEASED FINANCED 1 1998 TOYO SIENNA LE/XLE 4T3ZF13C9W0002464 COMMUTE 92707 7,501 - 10,000 NO NO 3 2006 TOYO CAMRY LE/XLE/SE 4T1 BE32K36U664722 PLEASURE 92707 7,501 - 10,000 NO YES COVERAGES AND LIMITS Coverage is not in effect unless a premium or the word "included" is shown. ANNUAL PREMIUMS COVERAGES LIMITS OF LIABILITY Vehicle 1 Vehicle 3 Vehicle Vehicle Vehicle Liability Bodily Injury $500,000 each person/ $500,000 each occurrence Property Damage $100,000 each occurrence Medical ' $ 178 $ 121 NA $ 206 $ 118 NA pl7ySical Damage (Actual Cash Value unless otherwise stated, less deductible) Vehicle 1 Vehicle 3 Vehicle Vehicle Vehicle Comprehensive ACV ACV $ 33 '• $ 55 (Less Deductible) $100 $100 Collision ACV ACV ~ $ 146 ~ $ 314 {Less Deductible) $250 $250 Car Rental Expense (Per Day) NA $30 NA $ 33 Uninsured Motorist Bodily Injury $30,000 each person/ $60,000 each occurrence $ 27 ` $ 48 Uninsured & Underinsured Vehicles Uninsured Deductible Waiver Uninsured Collision '. Included ~ Included NA NA Total Premium $ sos ; $ 774 . PREMIUM DISCOUNTS Please refer to the enclosed document entitled "Premium Discounts Applied to Your Automobile P~lir:v " *If at any time you choose to pay less than the full balance outstanding, finance charges of up to 1.5% per month of the balance outstanding will apply as explained in your billing statements, which are part of these declarations. "NA" indicates coverage not purchased. Total Annual Premium* $ 1279 (Includes all applicable discounts.) Less Policyholder's Dividend $ gg Net Premium* $ 1193 APPI< > '-RM .~. ~~~ .~_-.-. Lah. Es PROCESS DATE 12-11-08 PLEASE ATTACH TO YOUR POL16 ~SSisi~li.i ~ Y (SEE REVERSE) tznoe `~~, Interinsurance Exchange of the Automobile Club ® s ~*`~ Personal Umbrella Coverages and Limits Renewal Declarations We are pleased to offer you a renewal for your personal umbrella insurance policy. To renew your policy, send at least the minimum payment on or before the due date. Insurance is in effect only for the coverages and limits of liability shown on this declarations page and as set forth in the insurance policy and endorsements. These declarations, together with the contract and the endorsements in effect, complete your policy. ITEM 1. YOUR NAME AND ADDRESS SUTARIA, TC AND SUTARIA, TARULATA POLICY NUMBER CAU 000271132 P.O. BOX 26363 POLICY PERIOD SANTA ANA CA 92799-6363 (Standard Time at the address described under ITEM 1.) THIS POLICY IS EFFECTIVE FROM: 01-15-2010 12:01 A.M. TO: 01-15-2011 12:01 A.M. ITEM 2. LIMITS OF LIABILITY LIMIT OF LIABILITY: $1,000,000 DEDUCTIBLE: $250 (IN EXCESS OF THE LIMITS OF LIABILITY OF PRIMARY INSURANCE) ITEM 3. SCHEDULE OF REQUIRED MINIMUM PRIMARY INSURANCE DESCRIPTION LIMITS OF LIABILITY BODILY INJURY PROPERTY DAMAGE LIABILITY COMPREHENSIVE PERSONAL LIABILITY (OR HOMEOWNERS LIABILITY) $500, 000 AUTOMOBILE LIABILITY $500, 000/$500, 000 $100, 000 WATERCRAFT LIABILITY $500,000 WARNING: THE "MAINTENANCE OF PRIMARY INSURANCE" PROVISION OF YOUR POLICY INVOKES COVERAGE LIMITATIONS IF PRIMARY INSURANCE IS NOT MAINTAINED. PLEASE REVIEW YOUR POLICY CAREFULLY. ITEM 4. ENDORSEMENTS IN EFFECT ITEM 5. EXPOSURES BASIC (1 RESIDENCE, 1 AUTO) 2 ADDITIONAL AUTOMOBILES 1RENTALPROPERTY HIGH LIMIT PREMIUM TOTAL EXPOSURE PREMIUM TOTAL ENDORSEMENT PREMIUM TOTAL ANNUAL POLICY PREMIUM $278 $278 THIS PREMIUM IS BASED ON INFORMATION CURRENTLY IN OUR RECORDS. OTHER COVERAGES, LIMITS, AND EXCLUSIONS APPLY -PLEASE REFER TO YOUR POLICY. FOR QUESTIONS OR CHANGES, CALL TOLL FREE AT 1-87722-2100, See reverse side for Privacy Protection Act Notice PROCESS DATE 11-16-2009 Eusozoon PLEASE KEEP WITH YOUR POLICY Ezoo7oe 111709