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HomeMy WebLinkAboutROYER, DAVID 1 - 2013U INS(RANCE ON FILE WORK MAY PROCEED UN7iL INSURANCE EXPIRES Akio; y- -/y CLERK OF COUNCIL 13 AWA /W,4C (I) CONSULTANT AGREEMENT N- 2013 -148 ye4 THIS AGREEMENT, made and entered into this 19 °i day of August, 2013 by and between David Y* Kull Royer, a sole proprietor, (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 having special skill and knowledge in the field of traffic control, including developing traffic control plans and implementing traffic control zones. B. Consultant represents that he is able and willing to provide such services to the City. C. In undertaking the performance of this Agreement, Consultant represents that he is knowledgeable in his 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 andson4itions- hereinafter-set forth- the parties agrevas-fb14 1. SCOPE OF SERVICES Consultant shall evaluate the City's existing traffic control plans, practices, policies and procedures; provide recommendations to update City traffic control plans and traffic control zones, and implement and oversee the updated traffic control plans and traffic control zones throughout the City. 2. DELIVERY OF WORK PRODUCT Consultant shall deliver to City all work product which results from the services provided. Said work product shall be submitted in a hard copy and produced in a form compatible with City's IT system, as agreed between the Project Manager and Consultant. In regard to copyrightable material produced as a deliverable under the Agreement, including but not limited to books, reports, plans, photographs, drawings, films, recordings, videotapes, and computer programs produced as part or result of this project; the Consultant agrees and shall ensure that all of Consultant's affected officers, employees, agents, contractors, and volunteer workers also agree and acknowledge that (a) such copyrightable material may not be copyrighted without prior review and approval 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 royally -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, the rates and charges identified for the work described in Exhibit A. The total sum to be expended under this Agreement shall not exceed $10,000 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 written above and terminate on June 30, 2014, unless terminated earlier in accordance with Section 13, below. The term of this Agreement may be extended upon a writing executed by the Executive Director of the Public Works Agency and the City Attorney. 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. Due to the nature of services provided, Commercial General Liability coverage is not required. 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, Consultant, if Consultant 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, Consultant agrees to obtain and maintain any employer's liability insurance with limits not less than $1,000,000 per accident. 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. (iv) Certificates and renewals shall be sent to: City of Santa Ana Zed Kekula Public Works Agency, Traffic and Transportation 20 Civic Center Plaza (M -43 Santa Ana, CA 92702 e. If Consultant 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 Consultant's right to be paid for its time and materials expended prior to notification of termination. Consultant 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 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 the negligence, recklessness or willful misconduct of the Consultant or its contractors, subcontractors, agents, employees, or other - persons acting on their behalf in performance of this Agreement. The Consultant 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 asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief due to personal or property rights arises by reason of the negligence, recklessness or willful misconduct of the Consultant or its contractors, subcontractors, agents, employees or other persons acting on their behalf in performance of this Agreement. City may make all reasonable decisions with respect to its representation in any legal proceeding. 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 With the exception of insurance certificates and renewals covered by Section 5.e.iv, above, 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 copies to: and Public Works Agency — Traffic and Transportation City of Santa Ana 20 Civic Center Plaza (M -43) P.O. Box 1988 Santa Ana, California 92702 Fax 714- 647 -5616 City Attorney City of Santa Ana 20 Civic Center Plaza (M -29) P.O. Box 1988 Santa Ana, California 92702 Fax 714- 647 -6515 To Consultant: David Royer 23933 Via Aranda Santa Clarita, CA 91355 Fax 323 - 782 -0130 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. 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. 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 Consultant 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. 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 the City 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, subject to the following conditions: a. 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. b. Payment need not be made for work which fails to meet the standard of performance specified in the Recitals of this Agreement. 14. DISCRIMINATION Consultant 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. Consultant affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 15. 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. 16. 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. 17. 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. A TTEST: MARIA D. HUIZAR Clerk of the Couneil — APPROVED AS TO FORM: By: eo Latfra Sheedy Assistant City Attorney SMDE FOR AP ROVAL: EDWIN "WILLIAM' GALVEZ, P.E. Executive Director — P W A CITY OF SANTA ANA f David Cavazos City Manager CONSULTANT DAVID ROYER EXHIBIT A FEESCHEDULE BASED ON A FEE OF $150 PER HOUR (PORTAL TO PORTAL). • Meet with person(s) most knowledgeable in Traffic Engineering, Street Civil Engineering, Field Services, Street Encroachment Permits, Contract and Permit Inspection, Risk management, and others with responsibility for traffic control operations. (16 hours) $2,400 • Prepare a report on recommendations for each function. (16 hours) $2,400 • Meet with each of the functions to discuss my recommendations and develop a final recommendation for implementation. (16 hours) $2,400 • Follow up work to resolve issues after implementation. (up to 8 hours) $0 to $1,200 7 WORKERS' COMPENSATION DECLARATION I ]��q✓/D h�'O yr& - hereby affirm under penalty of perjury, the (Name/Title) following declaration: I certify on behalf of D14L1 /U 20YeR� P E, that during the term of my (Organization Name) contract with the w45Z -14. Val2:JGs 196grV4 x City of Santa Ana, I will not employ any person in any manner so as to become subject to the workers' compensation laws of California, and agree that if I should become subject to the workers' compensation provisions of Section 3700 of the Labor Code, I shall forthwith comply with those provisions. DATE: % — 2 O — 13 B ,4 C Name,ia�i Title: CO.t,SVGT79 Telephone: 494;,/ WARNING: FAILURE TO SECURE WORKERS' COMPENSATION COVERAGE IS UNLAWFUL, AND SHALL SUBJECT AN EMPLOYER TO CRIMINAL PENALTIES AND CIVIL FINES UP TO ONE HUNDRED THOUSAND DOLLARS ($100,000). IN ADDITION TO THE COST OF COMPENSATION, DAMAGES AS PROVIDED FOR IN SECTION 3706 OF THE LABOR CODE, INTEREST, AND ATTORNEY'S FEES. a.PpKOV SIB AS TO FORM Attor sAltOr An >atant Gi[Y neV I� ®gym Interinsurance Exchange of the Automobile Club Milt 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 ROYER, DAVID C AND ROYER, MARY E POLICY NUMBER 23933 VIA ARANDA CAU 005257591 SANTA CLARITA CA 91355 -3112 POLICY PERIOD (Standard Time at the address described under ITEM 1.) THIS POLICY IS EFFECTIVE FROM: 04 -02 -2013 12:01 A.M. TO: 04 -02 -2014 12:01 A.M. ITEM 2. LIMITS OF LIABILITY LIMIT OF LIABILITY: $2,000,000 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) $713 _ _ $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 2368 AMENDATORY ENDORSEMENT ITEM 5. EXPOSURES BASIC (i RESIDENCE, 1 AUTO) 3 ADDITIONAL AUTOMOBILES WATERCRAFT 1 RENTAL PROPERTY 1 SWIMMING POOUSPA INCREASED LIMIT FACTOR PROCESS DATE 02- 04-2013 EUS0200A E20070B 020513 HIGH LIMIT PREMIUM TOTAL EXPOSURE PREMIUM TOTAL ENDORSEMENT PREMIUM TOTAL ANNUAL POLICY PREMIUM $713 $713 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 1.877-422 -2100. See reverse side for Privacy Protection Act Notice PLEASE KEEP WITH YOUR POLICY m Interinsurance Exchange of the Automobile Club c Mailing Address: P.O. BOX 25001 SANTA ANA, CALIFORNIA 92799 -5001 rcn� BINDER OF INSURANCE Name and Address of Lienholder or Additional Insured Policy Number: CAA065514880 PUBLIC WORKS AGENCY M -43 20 CIVIC CENTER PLAZA SANTA ANA CA 92702 NOTICE TO LIENHOLDER IN THE EVENT OF CANCELLATION OF THIS BINDER, THE EXCHANGE WILL GIVE THE LIENHOLDER 10 DAYS' WRITTEN NOTICE OF CANCELLATION. Loan Number: The Interinsurance Exchange of the Automobile Club hereby acknowledges itself bound to the named insured for the coverages specified in the schedule subject to all the provisions of the Exchange's applicable policy form. The issuance of a policy to the named insured or, if a policy is in force, the issuance of an endorsement covering the automobile, boat or trailer described herein shall void this binder. A pro rata premium charge computed for the term of coverage in accordance with the current rates of the Exchange in effect at inception of the binder will be made unless such a policy or policy endorsement is issued. This binder shall not be construed to afford cumulative insurance with any existing policy. Name of Insured: ROYER, DAVID C AND MARY E DESCRIPTION OF AUTOMOBILE, BOAT, OR TRAILER Car No. Year Trade Name Type of Body or Boat Identification Number 2 2005 CHRY CROSSFIRE 1C3AN69L05X053841 AUTOMOBILE INSURANCE LIMITS OF LIABILITY " ✓" indicates coverage bound and afforded. Car #2 Car# Bodily Injury Liability $500 thousand dollars, each person $500 thousand dollars, each occurrence ❑ ❑ Property Damage Liability $100 thousand dollars, each occurrence ❑ ❑ Medical Payments ❑ ❑ Underinsured /Uninsured Motorists Not Less Than $15,000 each person /$30,000 each accident ❑ ❑ Comprehensive (incl. Fire and Theft) (a) Actual Cash Value less $100 deductible ❑ ❑ ❑ Collision 0 Uninsured Deductible Waiver (a) Actual Cash Value less $250 deductible 21 ❑ ❑ ❑ Uninsured Collision ❑ 1 ❑ WATERCRAFT INSURANCE (Boat) LIMITS OF LIABILITY "✓" indicates coverage bound and afforded. Bodily Injury Liability and Property Damage Liability Thousand Dollars, each occurrence Actual cash value not to exceed Limit of Liability of $ less $ deductible ❑ Physical Damage Effective Date of Binder: 09/19/2013 12:01 A.M. Pacific Standard Time This binder shall expire 30 days from the effective date or may be cancelled by the named insured at any time during such 30 -day period. The Exchange may cancel this binder by mailing to the named insured at the address shown above written notice stating when, not less than 10 days thereafter, such cancellation shall be effective. The mailing of such notice shall be sufficient proof of notice. District Office: By: (Authorized Representative) w51onviol LC COA 091813 ACSC Management Services, Inc. APPROVED M- TOMM"CT Laura SLltt S' •edy Assistant City ttorney 1: Interinsurance Exchange of the Automobile Club ®; P.O. BOX 25001, SANTA ANA, CALIFORNIA 92799 -5001 Notice of Cancellation Endorsement Forming a part of Policy No. CAA 065514880 issued by the INTERINSURANCE EXCHANGE OF THE AUTOMOBILE CLUB to ROYER, DAVID C AND MARY E Effective 09 -19 -2013 12:01 A.M. Pacific Standard Time PUBLIC WORKS AGENCY M -43 20 CIVIC CENTER PLAZA SANTA ANA CA 92702 It is agreed that in the event of: 09 -18 -13 Loan No. DESIGNATED AUTOMOBILE: 2005 CHRY 1C3AN69L05X053841 • material change to this policy affecting the designated automobile; or • suspension or nonrenewal of this policy, or • cancellation of this policy at the request of other than the Interinsurance Exchange, or • cancellation of this policy at the request of the Interinsurance Exchange for nonpayment of premium; 10 days' written notice thereof will be given by regular mail to the additional insured named above. In the event of cancellation of this policy by the Interinsurance Exchange for other than nonpayment of premium, 20 days' written notice thereof will be given by regular mail to the additional insured named above. All provisions of your policy not affected by this endorsement remain unchanged. ACSC Management Services, Inc. ATTORNEY -IN -FACT CERTIFICATE OF INSURANCE This is to certify to the additional insured named above that the Interinsurance Exchange of the Automobile Club has issued the above listed Member's Automobile Policy to the policyholder named above. Subject to its terms and provisions, this policy, including any applicable endorsement, provides the following coverages and limits of liability for the designated automobile: BODILY INJURY LIABILITY PROPERTY DAMAGE LIABILITY THOUSAND THOUSAND THOUSAND DOLLARS DOLLARS DOLLARS EACH EACH EACH PERSON OCCURRENCE OCCURRENCE 500 500 100 This Certificate of Insurance is not an insurance policy and does not amend, extend or alter the coverages afforded by and the terms and conditions applicable to the policy to which it pertains. ACSC Management Services, Inc. ATTORNEY -IN -FACT CAA0307A 2059 a'm mroq E 1 -96