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HomeMy WebLinkAboutCIVIL SOURCE, INC. - 2012INS!IJRANCE dI?I FIlE WORdI d9AY PROCEED N-2012-061 ?INTl4 INSURANCE EXPIRES A/ =ac`- ? -/02 DATEK OF COUNCILO .Ph(? ?? CONSULTANT AGREEMENT 6 241. Ral.?? 3UN ? THIS AGREEMENT, made and entered into this 3 1 s` day of May, 2012 by and between Civil Source, Inc., a California Corporation (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 hire a skilled engineer to provide civil engineering consulting services on an as-needed basis, for the Public Works Agency. B. Consultant represents that Consultant is able and willing to provide such services to the City. C. In undertaking the performance of this Agreement, Consultant represents that it is knowledgeable in its field and that any services performed by Consultant under this Agreement will be performed in compliance 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: SCOPE OF SERVICES Consultant shall provide engineering consulting services, including consultation, review and coordination services as required to assist the Public Works Agency, at the direction of the Executive Director of Public Works or his designated representative. Consultant agrees that personnel, including project managers, and all subconsultants assigned by Consultant, shall be subject to prior approval by the City. 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 in the form agreed between the Project Manager and Consultant. Said work product shall become the property of the City; however, Consultant may retain, for its files, copies of any and all materials, including drawings, documents and specifications, produced by the Consultant in the performance of this Agreement. City shall hold harmless Consultant from any claim arising from the unauthorized use of computations, maps, and other documents prepared or provided by the Consultant pursuant to this Agreement, in other City projects. 3. COMPENSATION a. City agrees to pay, and Consultant agrees to accept as total payment for its services, an hourly fee of $125.00. 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 the date first set forth above and terminate June 30, 2013, unless terminated earlier in accordance with Section 13, 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. Consultant is aware of and acknowledges the provisions of California Government Code sections 21220 et seq., providing that, subject to certain specified exceptions, any person retired under the California Public Employees' Retirement System (PERS) may not be employed in any capacity by a contracting agency such as the City unless he or she has first been reinstated from retirement pursuant to the provisions of the Government Code. Any employment of Consultant by the City contrary to the provisions of California Government Code sections 21220 et seq. may result in serious financial consequences for both Consultant and City. Should Consultant's services be deemed to violate these provisions, the parties agree that Consultant shall reimburse PERS for payments and charges finally imposed pursuant to Cal. Gov. Code §21220 (b), relating to a retired member's obligations. In such instance, the City shall reimburse PERS for payments and charges imposed pursuant to Cal. Gov. Code §21220 (c), relating to a public employer's obligations. 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. Public Liability and Property Damage Insurance coverage for owned, hired and non- owned automotive equipment operated on City premises, with a combined single limit of not less than $1,000,000 per occurrence. b. Worker's Compensation Insurance. In accordance with the provisions of Section 3700 of the Labor Code, Consultant 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, Consultant agrees to obtain and maintain any employer's liability insurance with limits not less than $1,000,000 per accident, which shall indemnify, insure and provide legal defense for both Consultant and City against any loss, claim or damage arising from injuries or occupational diseases happening to any worker employed by the Consultant pursuant to this Agreement. c. Professional liability (errors and omissions) insurance, with a combined single limit of not less than $1,000,000 per claim. d. The following requirements apply to the insurance to be provided by Consultant pursuant to this section: (i) Consultant 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. 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 death, and claims for property damage, which may arise from or are connected with the negligent performance of or failure to perform the work or other obligations of the Consultant pursuant to this Agreement, or are caused or claim to be caused by the negligent acts of the Consultant or under its control or direction; provided, however, that this indemnification and hold harmless shall not include claims arising from the sole negligence or willful misconduct of the City, its officers, agents or employees. 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 City of Santa Ana Raul Godinez 20 Civic Center Plaza (M-21) P.O. Box 1988 Santa Ana, CA 92702-1988 Fax 714-647-5622 To Consultant: Civil Source, Inc. Amy Amirani 9930 Research Drive, Suite 200 Irvine, CA, 92618 Fax 949-585-0433 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 thirty (30) 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 by law, and Consultant consents to the City's use thereof for such purposes as the City deems appropriate. However, any use of unfinished 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. 15. PROFESSIONAL LICENSES Consultant 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. Consultant 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. This Agreement may be executed by facsimile signature. c. 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 PAUL M. WALTERS Interim City Manager APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney Lau?a rShee?y Assistant City Attorney RECOMMENDED FOR APPROVAL: RAUL GODINEZ Executive Director - blic Works CIVIL SOURCE, INC. ?, JVV? lJUJ1/1/'? AMY A NI Principal TAX ID #20-5729456 Client#• 13851 CIVILSOUR ACURO CERTIFICATE OF LIABI LITY INSURANCE r`Y' TM osi2s/ZO?2 PRODUCER THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION Dealey, Renton 8 Assocl ales ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE P. O. Box 10550 HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. Santa Ana, CA 92711-0550 714 427-681 O INSURERS AFFORDING COVERAGE NAIC # INSURED INSURER A: Travelers Indemnity Co. of Connectic 25682 Civil Source, Inc. INSURER B: Travelers Property Casualty Co of Am 25674 9930 Research Drive INSURER C: Travelers Casualty&Surety Co of Amer 31194 Irvine, CA 92618 INSURER D: INSURER E: COVERAGES THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY 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, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. LTR NSR TYPE OF INSURANCE POLICY NUMBER POLICY EFFECTIVE DATE MM/DD POLICY EXPIRATION DATE MM/DD/YY LIMITS A GENERAL LIABILITY 680281 OL758 07/20/11 p7/2U/12 EACH OCCURRENCE $2 QQQ QQQ X COMMERCIAL GENERAL LIABILITY General Liab. DAMAGE TO RENTED $1 000 000 CLAIMS MADE O OCCUR excludes claims MED EXP (Any one person) $1 ? 0()() X Contractual arising OUt Of PERSONAL B. ADV INJURY $2 000 QUQ Liability the performance GENERAL AGGREGATE $4 QQQ QQQ GEN'L AGGREGATE LIMIT APPLIES PER: Of prOfesslOnal PRODUCTS -COMP/OP AGG $4 DDD QQQ POLICY ECT LOC se rvlCES. B AUTOMOBILE LIABILITY BA4592 L377 07/20/11 ()7/20/12 COMBINED SINGLE LIMIT E id 51 000 000 ANY AUTO a acc ent) ( , , ALL OWNED AUTOS BODILY INJURY SCHEDULED AUTOS (Per person) S )[ HIRED AUTOS BODILY INJURY X NON-OWNED AUTOS (Per accidenp $ PROPERTY DAMAGE $ (Per accidenq GARAGE LIABILITY AUTO ONLY - EA ACCIDENT $ ANY AUTO OTHER THAN EA ACC $ AUTO ONLY: qGG $ B EXCESS/UMBRELLA LIABILITY CUP6772Y251 p7/20/11 ()7/20/12 EACH OCCVRRENCE $1 ()?() ??? )( OCCUR ? CLAIMS MADE Does not Include AGGREGATE $1 0()() ()0() Professional $ DEDUCTIBLE Liability $ RETENTION $ $ B WORKERS COMPENSATION AND UB6771 Y518 07/20/11 07/20/12 X WC sTATU- oTH- EMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE E.L. EACH ACCIDENT S1 000 000 OFFICER/ME MBER EXCLUDED? E.L. DISEASE - EA EMPLOYEE S1 U00 0U0 If yes. describe under SPECIAL PROVISIONS below EL DISEASE -POLICY LIMIT $1 000 000 G` OTHER professional 105316987 07/20/11 07/20/12 $2,000,000 per claim Liability $2,000,000 annl aggr. Claims Made $5,000 Ded. er claim DESCRIPTION OF OPERATIONS /LOCATIONS /VEHICLES /EXCLUSIONS ADDED BY ENDORSEMENT /SPECIAL PROVISIONS Re: City Engineering Services. The City of Santa Ana and their officers, agents and employees are Additional Insured as respects to General & Auto Liability coverage as required by written contract. AppRC3 VE;ll AS TO F O1ZM (See Attached Descriptions) CERTIFICATE HOLDER CANCELLATION - L$UT8 ? J CC SIIEC(Jy NY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION City of Santa Ana assistant Cicy Attorne DATE THEREOF, THE ISSUING INSURER WILL Jt1yl;fpglrJtRR4C MAIL ?_ DAYS WRITTEN Attn: Raul Godinez NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, YOKRWIC K 20 Civic Center Plaza )MPfOARM4ilOlQWJF1t7tl0IK1GItXlCJiKIiX74LXWX]LKWOXRJQKRE06(IWdKE1PJ(-0[liRlllE/NCOWQ({(xX Santa Ana, CA 92701 R ' AUTHORIZED REPRESENTATIVE ACORD 25 (2001/08) 1 Of 2 #M286045 TMN ©ACORD CORPORATION 1988 DESCRIPTIONS (Continued from Page 1) Coverage afforded the Additional Insured is Primary and Non-Contributory as respects to General Liability coverage. Waiver of Subrogation included in Work Comp. coverage as required by written contract. (sai) AMS 25.3 (2001/081 2 _f2 UM286045 POLICY NUMBER: BA4592L377 COMMERCIAL AUTO CA 20 48 02 99 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. DESIGNATED INSURED This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM GARAGE COVERAGE FORM MOTOR CARRIER COVERAGE FORM TRUCKERS COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by this endorsement. This endorsement identifies person(s) or organization(s) who are "insureds" under the Who is An Insured Provision of the Coverage Form. This endorsement does not alter coverage provided in the Coverage Form. This endorsement changes the policy effective on the inception date of the policy unless another date is indicated below. Endorsement effective 05/29/2012 Named Insured Civil Source, Snc. SCHEDULE Name of Person(s) or Organization(s): City o£ Santa Ana Attn: Raui Godinez 20 Civic Center Plaza Santa Ana, CA 92701 Re: City Engineering Services. The City o£ Santa Ana and their officers, agents and employees (If no entry appears above, information required to complete this endorsement will be shown in the Declarations as applicable to the endorsement.) Each person or organization shown in the Schedule is an "insured" for Liability Coverage, but only to the extent that person or organization qualifies as an "insured" under the Who is An Insured Provision contained in Section II of the Coverage Form CA 20 48 02 99 Copyright, Insurance Services Office, Inc., 1998 Page 1 of 1 WORKERS COMPENSATION AND EMPLOYERS LIABILITY POLICY ENDORSEMENT WC 99 03 76 (00) -- POLICY NUMBER: UB6771Y518 WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT -CALIFORNIA (BLANKET WAIVER) We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. You must maintain payroll records accurately segregating the remuneration of your employees while engaged in the work described in the Schedule. The additional premium for this endorsement shall be mium otherwise due on such remuneration. of the California workers' Compensation pre- Schedule Person or Organization: City o£ Santa Ana Attn: Raul Godinez 20 Civic Center Plaza Santa Ana, CA 92701 Job Description: Re: City Engineering Services. The City o£ Santa Ana and their officers, agents and employees DATE OF ISSUE: 0 5/ 2 9/ 2 0 12 POLICY NUMBER: 6802810L758 INSURED: Civil Source, Inc. COMMERICAL GENERAL LIABILITY ISSUE DATE: 5/29/12 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED (ARCHITECTS, ENGINEERS AND SURVEYORS) This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE NAME OF PERSON(S) OR ORGANIZATION(S): The City of Santa Ana and their officers, agents and employees PROJECT/LOCATION OF COVERED OPERATIONS: All Operations of Named Insured PROVISIONS A. The following is added to WHO IS AN INSURED (Section II): The person or organization shown in the Sched- ule above is an additional insured on this Cover- age Part, but only with respect to liability for bod- ily injury", 'property damage" or 'personal injury caused, in whole or in part, by your acts or omis- sions or the acts or omissions of those acting on your behalf: a. In the performance of your ongoing oper- ations; b. In connection with premises owned by or rented to you; or C. In connection with your work and included within the "products-completed operations hazard." Such person or organization does not qualify as an additional insured for "bodily injury", "property damage" or "personal injury' for which that person or organization has assumed liability in a contract or agreement. CG D3 82 09 07 The insurance provided to such additional insured is limited as follows: d. This insurance does not apply to the render- ing of or failure to render any "professional Se NIC6S". The limits of insurance afforded to the addi- tional insured shall be the limits which you agreed in that 'contract or agreement requir- ing insurance" to provide for that additional insured, or the limits shown in the Declarations for this Coverage Part, whichever are less. This endorsement does not increase the limits of insurance stated in the LIMITS OF INSURANCE (Section III) for this Coverage Part. B. The following is added to Paragraph a. of 4. Other Insurance in COMMERCIAL GENERAL LIABILITY CONDITIONS (Section Iv): However, if you specifically agree in a contract or agreement requiring insurance that, for the addi- tional insured shown in the Schedule, the insur- ance provided to that additional insured under this Page 1 © 2007 The Travelers Companies, Inc. Includes the copyrighted material of Insurance Services Office Inc., with its permission COMMERICAL GENERAL LIABILITY Coverage Part must apply on a primary basis, or a primary and non-contributory basis, this insurance is primary to other insurance that is available to such additional insured which covers such additional insured as a named insured, and we will not share with the other insurance, provided that: (1) The "bodily injury" or "property damage" for which coverage is sought occurs; and (2) The "personal injury" for which coverage is sought arises out of an offense committed ; after you have entered into that "contract or agreement requiring insurance" for such additional insured. But this insurance still is excess over valid and collectible other insurance, whether primary, excess, contingent or on any other basis, that is available to the additional insured when the additional insured is also an additional insured under any other insurance. C. The following is added to Paragraph 8. Transfer Of Rights Of Recovery Against Others To Us in COMMERCIAL GENERAL LIABILITY CONDITIONS (Section IV): We waive any rights of recovery we may have against the additional insured shown in the Schedule above because of payments we make for "bodily injury", "property damage" or "personal CG D3 82 09 07 injury" arising out of "your work" on or for the project, or at the location, shown in the Schedule above, performed by you, or on your behalf, under a "contract or agreement requiring insurance" with that additional insured. We waive these rights only where you have agreed to do so as part of the "contract or agreement requiring insurance" with that additional insured entered into by you before, and in effect when, the "bodily injury" or "property damage" occurs, or the "personal injury" offense is committed. D_ The following definition is added to DEFINITIONS (Section V): "Contract or agreement requiring insurance" means that part of any contract or agreement under which you are required to include the person or organization shown in the Schedule as an additional insured on this Coverage Part, provided that the "bodily injury" and "property damage" occurs, and the "personal injury" is caused by an offense committed: a. After you have entered into that contract or agreement; b. While that part of the contract or agreement is in effect; and c. Before the end of the policy period. Page 2 © 2007 The Travelers Companies, Inc. Includes the copyrighted material of Insurance Services Office Inc., with its permission