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HomeMy WebLinkAboutMULLEN & ASSOCIATES, INC. 5 - 2011iNSURANC? ON PILE Vw'QRK MAY PROCEED UNTIL INSURANCE EXPIRES'. 7 ay_,,2 N-2011-108 CLERK OF COUNCIL DATE:. C/ '?-? ' / ? Q '. PY?I? ? 17 C? AGREEMENT FOR ENGINEERING SERVICES ?/?e,?ygnn THIS AGREEMENT, made and entered into this l l TNday of July, 201 1 by and between Mullen 8z Associates, Inc., a California Corporation, (hereinafter "Engineer"), 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 an engineer having special skill and knowledge in the field of electrical systems and design. B. Engineer represents that Engineer is able and willing to provide such services to the City. C. In undertaking the performance of this Agreement, Engineer represents that it is knowledgeable in its field and that any services performed by Engineer under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional engineering 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: SCOPE OF SERVICES Engineer shall: 1. Design electrical system to allow for a new 240V, 1 phase metered service, and connect to existing S.C.E. R.O. street lighting transformer. 2. Meet with City Staff to define: a. Electrical requirements of equipment; b. Lighting and load requirements. 3. Coordinate service requirements with electrical company as required. 4. Detail electrical work to support plan check, including: a. Plan drawings; b. Panel schedules; c. Single line diagrams. d. Review shop drawings. 5. Field investigation as needed. 6. Specifications prepared by Mullen 8c Associates, Inc. DELIVERY OF WORK PRODUCT -OWNERSHIP 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 Engineer, Engineer agrees, for itself and its affected officers, employees, agents, contractors, and volunteer workers, that (a) other 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 Engineer, 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 Engineer agrees to accept as total payment for its services, as enumerated in Section 1, a lump sum fee of THREE THOUSAND DOLLARS ($3,000) payable in proportion to the percentage of work completed. b. Additional services outside the SCOPE OF WORK agreed upon in Section ], shall not be performed without the authorization of the City. When so authorized, Engineer will provide services and charge for them at the rate: Electrical Engineer $140.00 per hour Project Engineer $125.00 per hour Senior Design Engineer $100.00 per hour Designer $95.00 per hour Draftsman $70.00 per hour Clerical $55.00 per hour Electrical Plan check fees, soil tests, and bid drawing reproduction cost are not included in the additional services fee and will be paid for by City. Electrical design changes resulting from changes to completed drawings and other required services may be supplied at above rates. c. Payment by City shall be made upon completion of work and 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 the date first written above and terminate upon the completion of work, unless terminated earlier in accordance with Section 12, below. 5. INDEPENDENT CONTRACTOR Engineer 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 Engineer performs the services which are the subject matter of this Agreement; however, the services to be provided by Engineer shall be provided in a manner consistent with all applicable standards and regulations governing such services. Engineer 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, Engineer shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below: 2 a. Commercial General Liability Insurance. Consultant shall maintain commercial general liability insurance which 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. Such insurance shall (a) name the City, its officers, employees, agents, volunteers and representatives as additional insured(s); (b) be primary and not contributory with respect to insurance or self-insurance programs maintained by the City; and (c) contain standard separation of insureds provisions. 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 3700 of the Labor Code, Engineer, if Engineer 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, Engineer agrees to obtain and maintain any employer's liability insurance with limits not less than $1,000,000 per accident. d. 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 Engineer pursuant to this section: (i) Engineer 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 Engineer 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 Engineer's right to be paid for its time and materials expended prior to notification of termination. Engineer waives the right to receive compensation and agrees to indemnify the City for any work performed prior to approval of insurance by the City. INDEMNIFICATION Engineer 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 death, and claims for property damage, which may arise from the direct or indirect operations of the Engineer 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 Engineer 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. 8. CONFLICT OF INTEREST CLAUSE Engineer 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 Fax 714- 647-6956 With courtesy copy to: Public Works Agency City of Santa Ana Kurt Wiemann 20 Civic Center Plaza (M-21) Santa Ana, California 92702 Fax 714-647-5069 To Engineer: Larry Mullen 8c Associates Incorporated 1200 N Jefferson St Unit D Anaheim, CA 92807 Attn: Larry Mullen Fax 714-632-3849 A party may change its address by giving notice in writing to the other party. Thereafter, any 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. 4 10. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Engineer, 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 Engineer. 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 Engineer 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 Engineer, Engineer 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 engineers retained by City. 12. TERMINATION This Agreement may be terminated by the City upon thirty (30) days written notice of termination. In such event, Engineer shall be entitled to receive and the City shall pay Engineer compensation for all services performed by Engineer prior to receipt of such notice of termination, subject to the following conditions: a. As a condition of such payment, the Public Works Agency may require Engineer 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 Engineer 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 Engineer 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. Engineer 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 Engineer 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. Engineer 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. 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. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: MARIA D. HUIZAR Clerk of the Council CITY OF SANTA ANA ?-/ V ? ?P L M. WA TERS -? ?' A ng City Manager APPROVED AS TO FORM: JOE STRAKA Acting City Attorney LaY?r Sh?? - eedy Assistant City Attorney RECOMMENDED FOR APPROVAL: ?1 .?25??V ?lir RAUL GODI EZ, lI Executive Director Public Works Agency MULLEN 8c ASSOCIATES, INC. _ry????_? LARRY MULLEN President Tax I D# ? ? ? ? ? ? ? ?'?-t- 6 "-`"`"? CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) `? 8/4/2011 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES "GLOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED PRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endOrsemwnrra\ PRODUCER NAME: T Dona Delight Hayward Tilton S Rolapp =nsuran ce Associates, PNONE _ (714) 905-1923 FAX (-/14)905-1910 CA Dept, o£ Ins. Lic. #0614365 E-MAIL .donad@htrinaure. oom 888 S. Disneyland Dr. , $tEi 4DQ INSURERS AFFORDING COVERAGE NAIC# Anaheim CA 92802-1846 INSURERA:Travelers 2ndemnit Co o£ CT 5682 INSURED INSURER B :Preferred Em 10 ers Ins CO Mullen 6 Associates, Snc. INSURERC:U S S ecialt 2ns Co 9599 1200 N. Jefferson Street INSURER D: Suite D INSURER E : Anaheim CA 92807 INSURER F r_r]VF RAr'?FS rte ear,r,.+??r ----- -- -- - r«???IVr??a?mtacrto THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOV E FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH R ESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS . INSR LTR TYPE OF INSURANCE POLICY NUMBER POLICY EFF POLICY EXP LIMITS O EN ERAL LIABILITY EACH OCCURRENCE $ 1 , 000 , OOO X COMMERCIAL GENERAL LIABILITY PR MI Ea urrence $ 300 , OOO A CLAIMS-MADE ? OCCUR 6804413L74B /24/2011 /24/2012 MED EXP (An one arson) $ 5 , 000 PERSONAL 8 ADV I 1 000 OOO NJURY $ , , GENERAL AGGREG T 2 OOO OOO A E , $ , GEN'L AGGREGATE LIMIT APPLIES PER' PRO PRODUCTS -COMP/OP AGG $ 2 , OOO , OOO X POLICY LOC $ vUT OMOBILE LIABILITY MBINE IN LE LIMI Ea ccident 1 000 000 A ANY AUTO ALL OWNED SCHEDULED 6804413L748 /24/2011 /24/2012 BODILY INJURY (Par person) $ AUTOS AUTOS NON-OWNED olicy covers Non-Otvnad/ /24/2011 /24/2012 BODILY INJURY (Par accident) $ X HIRED AUTOS X AUTOS irad Liability Only- PROPERTY DAMAGE $ Par accident o Company Otm®d Vatai else $ UMBRELLA LIAB OCCUR EACH OCCURRENCE $ EXCESS LIAB CLAIMS-MADE AGGREGAT E $ DED RETENTION $ $ WORKERS COMPENSA710N WC STATU- OTH- $ AND EMPLOYERS' LIABILITY Y / N X ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? ? N/A E.L. EACH ACCIDENT $ 1 OOO OOO (Mandatory in NH) 133245 5 /4/2011 /4/2012 If es, describe untlar E_L. DISEASE - EA EMPLOYE $ 1 000 000 DESCRIPTION OF OPERATIONS below E.L. DISEASE -POLICY LIMIT $ 1 000 OOO C Professional Liability 331121276 /4/2011 /4/2012 Eech Claim Limit 1 , 000 , 000 Retro Data: 12/2H/1979 ad: $10 000 , Aggregate Limit 1,000,000 DESCRIPTION OF OPERATIONS /LOCATIONS /VEHICLES (Attach ACORD '101, Additional Ramarlra Seha,tula, M Mora apao• la raqulta4) " Proof of Coverage " ?CANCELLATION:10-days Notice-Non-Payment o£ Pramiyayq..?!-Non-Reporting o£ Payroll /30 Days Notice for A11 11?1Vt Oth '? ' - rQ t er Reasons. z?p??R?v ? ?S St:L?c`??y ura rcortrtr wrc u?, .-.re _ rte. r., City o£ Santa Ana Public Works Agency M-21 20 Civic Center Plaza Santa Ana, CA 92702 ACORD 25 (20'1 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE Delight/DLD ? ,o-?- ©'1988-2070 ACORD CORPORATION Au ?:.. t.?a reee?.,e,? ....?.,?? t??, uua).u, The ACORD name and logo are registered marks of ACORD