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HomeMy WebLinkAboutPRAXIS CORPORATION - 2016/4'PP 4 VE -0 INSURANCE N01" ON FILE WORK MAY NU PROCEED N-2016172 CLERK OF COUNCIL DATE- ®= PCNA (2) CONSULTANT AGREEMENT AGREEMENT is rade and entered into this I' day of October, 2016 by and between PRAMS CORPORATION, �"ti onstttianf% and the CITY OF SANTA ANA, a charter city and municipal corporation organized and existing under the Coustitution and laws of the State of California (°`City') RECITALS A, The City desires to relmn a cwsulw having special skill and knowledge in the field of electrical safety training, E, Consultant represents that Consultant is able and willing to provide such services to the City. C, In undertakutf; the performance of this Agreement, Consultant represents that it is knou>ledgeable in its field and that any services performed by Consultant raider this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional consorting firm in the field. NOW THEREFORE, in consideration of the mutual and restive promises, and subject to the terms and conditions hereiaraf%r set forth, the parties agree as follows,. 1. SCOPE OF SERVICES On an as needed basis, and at the sole discretion of the City; Consultant shall conduct electrical safety training programs described in Exhibit A, incorporated by reference to this Agreement Consultant shall provide training materials and equipment as necessary and related to the training and approved by the City, All training programs shall be conducted at mutually agreed times upon City premises, 2. COMPENSATION a. City agrees to pay, and Consultant agrees to accept as toW payment for each training program tate rates and charges identified in Exhibit B attached hereto and incorporated by reference. City neither warrants tear guarantees any minimum or maximum compensation to Consultant Harder this, Agreement. Consultant shall be paid only for actual services performed under this Agreement, The total annual sum to be expended winder this Agreement shall not exceed $8,000.00. b. Payment by City shall be made within forty-five, (45) days following receipt of Probe` invoice evidencing work performed, subject to City accounting procedures, Payment need not be mane for work which fails to meet the standards of performance sot galla in the Rmdtals and Scope of Work, which may reasonably be expected by City. Pate i of 8 )1 This Agreement shall commence on the Bata first written above and terminate on September 30, 2019, unless terminated d earlier in accordance with Section 16, below. Consultant shall, during the entire term of this Agreement, be construed to be an independent contractor and not an employee of the City. This Agreemat is not intended nor shad 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 alt applicable standards and regulations governing such services. Consultant shall pay all salaries and wages, employer's social security takes, unemployment uesnrauce and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 5. OVM ERSHIP Cid" MA'T RL41S This Agreeme nt creates a non-exclusive aced perpetual license for Cityto copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, includingbut not limited to, physical drawings or data magnetically or otherwise recorded on computer diskette, which are prepared or caused to be prepared by Consultant under this Agreement eVocuments & DinW }, C:ovsahant shall requiro all subcontractors to agree in writing that City is Wanted a non-exclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. Consultant, represents and warrants that Consultant has the legal right to license any and all Documents &'Data, Consultant makes no such representation and warranty in regard to Documents & Data which were provided to Consultant by the City. City shell not be limited in anyway in its use ofthe Documents and Data at any time, provided that any such use not within the .purposes intended by this Agreement shell be at City's sole risk. 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. Commercial General Liability Itusurance. Consultant shall maintain commercial general liability insurance naming the City, its officers, employees, agents, volunteers and representatives as additional insured(s) and shall include; but not be limited to prounion against claims arising from bodily and personal injury, including death resulting therefrom and damage to property, resulting frora 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 Page 2 of 8 — bodily and personal injury, including death resulting therefrom, and property damage, in the total amount of $1,000,000 per occurrence, with $2,000;000 in the aggregate. Such insurance shall (a) name the CITY, its officers, employees, agents, volunteers and representatives as additional insired(s); (b) be primary with respect to insurance or self-insmarice program maintained by the MY; 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 manranee shalt include coverme for owned, hired and non -owned automobiles, C. Worker's Compensation Insurance. In accordance with the provisions of Section 37010 sof the Labor Code, Consu tont, 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. If Consultant 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 tens than $1,000,000 per claim with $2,000,000 in the aggregate. C. The following requirements apply to the imusanee to be provided by Consultant pursuant to this section: (i) Consultant shall maintain all insurance required above in fait farce and effect for the entire period covered by osis Agreement, (ii) Cedificates of insurance shall be famished to the City upon execution of this Agreementt and shall be approved by the City. (iii) Certificates and policies shall state that the policies shall not be cancelled or reduced in coverage or changed in any other material aspect; by consultant, without thirty (30) days prior written notice to the City. (iv) Consultant shall supply City with a fully executed additional insured endorsement. If Consultant fails or refuses to produce or maintain the insurance required by this section or tails 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 affect 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. Page 3 of 8 7. INDENINWICATION Consultant agrees to defend, and shall indemnify and hold haxmless 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 far property damage, which may arise from the negligent operations of the Consultant or its contractors, subcontractors, agents, employees, or oilier 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 teras 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 front this Agrocmmt 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 challenging the validity of this Agreement, or asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief clue to personal or property rights arises by reason of the terms of, or effects arising, from this Agreement, City xray make all reasonable decisions with respect to its representation in any legal proceeding. Notwithstanding the foregoing, to the extent Cans hsat's services are subject to Civil Cotte §2782.8, the above indemnity shall be limited, to the extent mquired by Civil Code §2782.8, to claims that arise oto pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant. S. LN'i'IGL LECTUAE PROPERTY INDEMNIFICATION Consultant drill defend, indemnify and hold harmless the City, its officers, agents, representatives, and employees agairst any and all liability, including costs, and attorney's fees, for infringement ofany United States° letters patent, trademark, or copyright contained in the work product or documents provided by Consultant to the City pursuant to this Agreement. 9. RECORDS Consultant shall steep records and invoices in connection with the work to be performed under this Agreement. Consultant shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any services; expenditures, and disbursements charged to the City for a minimum period of three (3) years, or for any longer period required by law, from the date of ficial payment to Consultant under this Agreement. All such records and invoices shall be clearly identifiable. Consultant shall allow a representative of the City to examine, audit, and make transcripts or copiers of such records and any other documents created pursuant to this Agreement during regular business hours. (consultant shall allow inspection of all work, data, documents, proceedings, and activities related to this Agreement for a period of three (3) years from the date of final ,payment to Consultant under this Agreement, rage 4 o£8 10. CONF'IDFN'TLALI TY If Consultant receives from the City infnrtnnation which duo to the nature of such information is reasonably understood to be confidential annd/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: inuo 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 partyby any subsidiary andtor agent of the other party is covered by this Agreement. The foregoing obligations ofnon-use and nondisclosure shall not apply to any infimmition that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Consultant disclosed in a publicly available sour ; (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. 11. CONFLICT OF INTEREST CLAUSE Consultant covenants that it presently .has no interest and shall not have interests, direct, or indirect, which would conflict in any man= with performance of services specified under this Agreement. 12. 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 fust class or certified mail, postage prepaid; or sent by fam or other telegraphic communication in the manner provided in this Section, to the following persons: To City: Clark of the City Cotutcd City of Santa Ana 20 Civic Center Plaza (M-30) P.Q.Ilox 1988 Santa Ana, CA 92.702-1988 Fax 714-647-6955 Fred'. aMousavipour Executive Director Public Works Agency City of Santa Ana 20 Civic Center Plaza (N1.36) P.O. Box 1988 Santa Asea, CA 92702 Fax 714.647-5622 )L Pup 5;rf8 To Consultant; Praxis Corporation 6414 Buena "Vista Drive Granbury, TX 76049 817-579-0034 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 snail, 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 &—,, 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 pub of calculating these tirne frarues, weokeendrs, federal-, state. County or City holidays shall be excluded. 13. EXCLUSIVITY AND AtVIENl71Vf Mf This Agreement represents the complete and exclusive statement between the City and Consultant regarding the subject matter herein, 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 team of this Agreement shall prevail. This Agreement may not be modified except by written instrument sighed 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 or 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. 14, ASSIGNSVi NT Inasmuch as this Agreement is intended to secure the specialized services of Consultant, Consultant xray 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 voi& Nothing its this Agreement shah 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. 15. WAIVER No waiver of breach, failure of any cooditiou, or any right or remedy contained in or granted by the provisions of this .Agreement "I be effective unless it is in writing and signed by the party waiving the breach, failure, right or remedy. No waiver of any breach, failure or right, or remedy shalt be deemed a waiver of any other breach, failure, right or remedy, whether or not similar, nor shall any waiver constitute a continuing waiver unless the writing so specifics, Page 6 of 8 16, "TEP0�ATION This Agreement may be terminated by the City upon thirty (30) days written notice of ternnination. 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 At work product completed as of such elate, 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, 17. NON-DISCRIAHNIATION Consultant shall not discriminate because of race, color, creed, relation, 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 or in connection with any activities under this Agreement. Consultant affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. IS. .T JPJSDIC'TION-AIFMiE 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 Grange County, California, shall he the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. 13. PROFESSIONAL LICENSES Consultant shall, throughout the term of this Agreemeut, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for tine provision of the services hereunder and required by the taws sod regulations of the united States, the State of Catifenk the City of Santa Ana and all other goveramentat agencies. Consultant shall notify the City immediately it 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, Page 7 of 8 ) r 20. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature herein below 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: 0-t�__ MARIA D. HUIZA:R Clerk of the Council APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney By: J M. FUNK Assistant City Attorney RECOM" LADED , PROVAL: FRE OUSAVI OUR Executive Director Public Works Agency IS •.,i E. TITLE: Pr e.)i AV it Page 8 of 8 NFPA 70E- 2015 Important Regulations To, Know • WPA ME • i+btivnai EleWc Code (NFPA 70; • thado0al E°WtVicol Sobty Code • OGRA Suhpaet S • Rala£&xranlp bet"an Coos Electrical Hazards w Elaarleanoc e, arms and Users • Fault rorentand prolendateENerence • Prmdl"" Device 000C4' naftoo • Electrical safaVy in indushiatplants • Ertripftlo rt Mly 6 8MA dtl"... Safely Chapter 1-- Safety Related Work Practices • Scope • Qualified Persian Requtrarnants • sAiad9og vdlh Canlracaara + Eler.€ricallysafe cofWaloha Ax Flash Hazard A;nalyais • Job f3LrT}�e�h7,ua�„re�rj�yu�` mmonta ♦ "uwitahing d Wits 1-10ardocs sr+ef"yy control 1.e(*mul sS')ol pl' cWdum + i' HosarddArstlysN + Mrshand Urfa Fawtoncy Responso • Appmouh Sovitdorles for Shock PrAcamt • Approach Boundaries for An,, risen protection • Flesh PtacUan Saura9artr calcutaterg » EloOleaiintru PsrrdtSystem + 00 P Wd OpOnng Regviraruersts Aro.Flsah Praleolive Eguiparai's other than AN dotbing Chapter 2- Aststy-Ro ted Maintenance Flegu#repents + 5ctsandtladia • Ubstatfoos end reiatad"u4nent • Controlleer equiprant • Fuses erld edhoVit breakers Rolattng. aqu�aaani • Pawns] Prolacore Esitriprnent chapter a. Special Equipment • Elaociytio Calle • Satleries and battery Infain • Puvder'Sd6t�2aalcErtviprrnmt important Annexes; C LimilttlApproach 0 Sample rglazlatdms E eiar, n ail Safety pmraens F Hazard Risk Evalss ices I Jcb Waft the old d 1aoemlzed work Pear A General Mostrlsrnl Mg2ayrrdt M yarK 4aagAar Ooffeng 1N "Wbising r4ar"trlx o We b Wety Design Requirements 9` 91A ffo rl t WMA A won M �(1 EXHIBIT B #arrv�n �in� �d��771CLflira�.� QUOTE FOR SERVICES CIO, WStantu,4rur pnblie wtoft makfenance August fid, 2016 &akhLV dttaott t Conduct one ((), two-day N PA 70 Electrical :�ofety senti severing ft topics irclklded in flue attached coarse outlines. This class will also duutegrute relevant portions sof the CALO,11,[A Electriedl Sofety Orders as appropelute, $5,3411 Travol/Lodging $ 900 Total Amount for A)Vi HA N(Yr ,'this pries quotation assumes than rhe enstouaser swill secure their own coplas of the NEPA 711.E manuals for oath studoaut who sytshes to receive a eertii"tcation for the class via examination, Crazttnet tu?ormat iii laroxis Corporation 6424 Buena lista Drive Granburt, TX 75449 817-S79-0004 ituftuui�xSraxts--corporatioaa.ca a'_miaratxh&9a uCl-sm Ct),,NFfI)EiN It A I i�rtsis C"zrl'�py`aliLlp. »tstb WORKERS' COMPENSATION DECLARATION I John Kolak hereby affirm under penalty of perjury, the (Name?Isle) following declaration: I certify on behalf of praxis corporation that during the term of my (Conmlmm!Company Name) contract for electrical safety Trainingservices with the 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 1 should become subject to the workers' compensation provisions of Section 3700 of the Labor Code, I shall forthwitb comply with those provisions and provide proof of workers' compensation coverage. DATE: October 20, 2016 0 Name: John J. Nolak Title: President Telephone: 817-579-0004 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). M ADDITION TO THE COST OF COMPENSATION, DAMAGES AS PROVIDED FOR IN SECTION 3706 OF THE LABOR CODE, INTEREST, AND ATTORNEY'S FEES.