HomeMy WebLinkAboutSOUTHLAND fka ENVISE*NWRANCE ON FILE
;,URN MAY PROCEED A-2021-036-03
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CONTRACTOR AGREEMENT
0, PW F} Cam) CYO I N { ) ► CITY OF SANTA ANA
THIS AGREEMENT is made and entered into this 161h day of March, 2021 by and between
Envise ("Contractor"), 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 ("City").
RRCTTAT..0
A. The City desires to retain a contractor to provide heating, ventilation, air conditioning
(HVAC) repair services, including emergency call out services.
B. Contractor represents that Contractor is able and willing to provide such services to the
City.
C. In undertaking the performance of this Agreement, Contractor represents that it is
knowledgeable in its field and that any services performed by Contractor 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:
1. SCOPE OF SERVICES
Contractor shall perform during the tern of this Agreement, the tasks and obligations
including all labor, materials, tools, equipment, and incidental customary work required to fully
and adequately complete the services described and set forth in Exhibit A, attached hereto and
incorporated by reference.
2. COMPENSATION
a. City neither warrants nor guarantees any minimum or maximum compensation to
Contractor under this Agreement. Contractor shall be paid only for services performed
under the Agreement at the rates and charges identified in Exhibit B. Contractor is one
of five Contractors selected to provide HVAC repair services. The total aggregate
amount, among the five contractors, shall not exceed the shared aggregate amount of
$575,000 annually during the term of this agreement, including any extension periods.
b. Payment by City shall be made within 45 days (forty-five) 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.
Page 1 of 10
3. TERM
This Agreement shall commence on April 1, 2021 for a three (3) year term with the option
for the City to grant up to two (2) one (1) year renewals, exercisable by a writing by the City
Manager and the City Attorney, unless terminated earlier in accordance with Section 16, below.
4. PREVAILING WAGES
Contractor is aware of the requirements of California Labor Code Section 1720, et seq.,
and 1770, et seq., as well as California Code of Regulations, Title 8, Section 16000, et seq.,
("Prevailing Wage Laws"), which require the payment of prevailing wage rates and the
performance of other requirements on "public works" and "maintenance" projects. If the services
being performed are part of an applicable "public works" or "maintenance" project, as defined by
the Prevailing Wage Laws, and the total compensation is $1,000 or more, Contractor agrees to
folly comply with such Prevailing Wage Laws. Contractor shall defend, indemnify and hold the
City, its elected officials, officers, employees and agents free and harmless from any claim or
liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws.
5. INDEPENDENT CONTRACTOR
Contractor 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 Contractor
performs the services which are the subject matter of this Agreement; however, the services to be
provided by Contractor shall be provided in a manner consistent with all applicable standards and
regulations governing such services. Contractor 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. OWNERSHIP OF MATERIALS
This Agreement creates a non-exclusive and perpetual license for City to 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, including but not limited to, physical
drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or
caused to be prepared by Contractor under this Agreement ("Documents & Data"). Contractor
shall require all subcontractors to agree in writing that City is granted a non-exclusive and
perpetual license for any Documents & Data the subcontractor prepares under this Agreement.
Contractor represents and warrants that Contractor has the legal right to license any and all
Documents & Data. Contractor makes no such representation and warranty in regard to
Documents & Data which were provided to Contractor by the City. City shall not be limited in
any way in its use of the Documents and Data at any time, provided that any such use not within
the purposes intended by this Agreement shall be at City's sole risk.
Page 2 of 10
INSURANCE
Prior to undertaking performance of work under this Agreement, Contractor shall maintain
and shall require its subcontractors, if any, to obtain and maintain insurance as described below:
a. Commercial General Liability Insurance. Contractor 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 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 Contractor'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, with $2,000,000 in the
aggregate. Such insurance shall (a) name the City, its officers, employees, agents,
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, Contractor, if Contractor 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, Contractor agrees to obtain and maintain any employer's liability
insurance with limits not less than $1,000,000 per accident.
d. If Contractor 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 less than $1,000,000 per claim with $2,000,000 in the aggregate.
e. The following requirements apply to the insurance to be provided by Contractor
pursuant to this section:
i. Contractor 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 by the City.
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. Where the amounts or coverage provided by the certificates of insurance
provides coverage greater than those listed by this Agreement, the amounts
provided by the certificates of insurance shall be incorporated by reference
into the Agreement.
V. Contractor shall supply City with a fiully executed additional insured
Page 3 of 10
endorsement.
If Contractor 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 affect
Contractor's right to be paid for its time and materials expended prior to notification
of termination. Contractor waives the right to receive compensation and agrees to
indemnify the City for any work performed prior to approval of insurance by the
City.
S. INDEMNIFICATION
Contractor agrees to defend, and shall indemnify and hold harmless the City, its officers,
agents, employees, contractors, 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 .
negligent operations of the Contractor, its subcontractors, agents, employees, or other persons
acting on its 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 Contractor
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. Notwithstanding the foregoing,
to the extent Contractor's services are subject to Civil Code Section 2782.8, the above indemnity
shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise out of,
pertain to, or relate to the negligence, recklessness, or willful misconduct of the Contractor.
9. INTELLECTUAL PROPERTY INDEMNIFICATION
Contractor shall defend and indemnify the City, its officers, agents, representatives, and
employees against any and all liability, including costs, for infringement of any United States'
letters patent, trademark, or copyright infringement, including costs, contained in the work product
or docurnents provided by Contractor to the City pursuant to this Agreement.
10. RECORDS
Contractor shall keep records and invoices in connection with the work to be performed
under this Agreement. Contractor 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
Page 4 of 10
law, from the date of final payment to Contractor under this Agreement. All such records and
invoices shall be clearly identifiable. Contractor shall allow a representative of the City to
examine, audit, and make transcripts or copies of such records and any other documents created
pursuant to this Agreement during regular business hours. Contractor 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 payinent to Contractor under this Agreement.
11. CONFIDENTIALITY
If Contractor receives from the City information which due to the nature of such
information is reasonably understood to be confidential and/or proprietary, Contractor 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
Contractor disclosed in a publicly available source; (c) is in rightful possession of the Contractor
without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e)
is independently developed by the Contractor without reference to information disclosed by the
City.
12. CONFLICT OF INTEREST CLAUSE
Contractor 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.
13. DISCRIMINATION
Contractor 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. Contractor affirms that it is an equal opportunity employer and shall
comply with all applicable federal, state and local laws and regulations.
14. EXCLUSIVITY AND AMENDMENT
This Agreement represents the complete and exclusive statement between the City and
Contractor, 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 Contractor. The parties agree that any
terms or conditions of any purchase order or other instrument that are inconsistent with, or in
Page 5 of 10
19. PROFESSIONAL LICENSES
Contractor 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. Contractor 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.
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 folly, 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.
21. 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 fax or other telegraphic communication in
the manner provided in this Section, to the following persons:
To City:
Cleric 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:
To Contractor:
Page 7 of 10
A-2021-036-03
Envise
Attn: Travis Fletcher
12131 Western Avenue
Garden Grove, CA 92841
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 fax, 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.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first
above written.
ATTEST:
.A. Ac-�
Daisy Gomez
j;W Clerk of the Council
APPROVED AS TO FORM
SONIA R. CARVALHO
City Attorney
ryy�
By: � "l
Jose Montoya
Deputy City Attorney
RECOMMENDED FOR APPROVAL:
'q �,q I F-
Na it Saba
Executive Director
Public Works Agency
CITY OF SANTA ANA
Kristine Ridge
City Manager
CONTRACTOR:
7��
Travis Fletcher
Branch Manager
Page 8 of 10
Digitally signed by Francine R.
.., Francine R. Villareal Dllareal
,4�o�Fro® CERTIFICATE OF LIABILITY INSURANCE DATE
AT (MMID21wn
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
BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED
REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.
IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or 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 endorsement(s).
PRODUCER
Artex Risk Solutions, Inc.
2850 Golf Road, 5th Floor
CONTACT
NAME: Sheryl Haas
PHONE . 630-285-4187 ac No:
No Eau
Rolling Meadows IL 60008
EAic.
-MAIL
ADOREss: Sheryl haas@artexrisk.com
INSURERS AFFORDING COVERAGE
NAIC4
INSURER A: Old Republic Insurance Company
24147
INSURED
Envlse
INSURERS: Lexington Insurance Company
19437
12131 Western Avenue
INSURERC:
IxsURER O:
Garden Grove, CA 92841
INSURER E
INSURER F :
COVERAGES CERTIFICATE NUMBER: 548131216 REVISION NUMBER -
THIS IS TO CERTIFY THAT 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. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
INSR
LTR
TYPE OF INSURANCE
ADOLSUBR
MYJ2
POLICY NUMBER
POLICY EFF
(MMIDDVYYYyl
POLICY EXP
MMIDDIYYYY
LIMITS
A
X
COMMERCIAL GENERAL LIABILITY
CLAIMS -MADE OCCUR
MWZY30720420
4/1/2020
4/1/2021
EACH OCCURRENCE
$1.000,000
DAMAGE? RENTED
PREMISESSEa occurrence
$100,000
X
MED EXP (Any y one person)
$10,000
Contractual Liab
PERSONAL B ADV INJURY
$1,000,000
GEN'L
AGGREGATE LIMIT APPLIES PER:
GENERAL AGGREGATE
$2,000,000
POLICY JEC LOC
PRODUCTS - COMP/OP AGG
$2.000,000
$
OTHER
A
AUTOMOBILE
LIABILITY
MWTB30717720
4/1/2020
4/1/2021
COMBINED SINGLE LIMIT
Ea accident
$2.000,000
X
BODILY I NJ URY(Par person)
$
ANY AUTO
OWNED SCHEDULED
AUTOS ONLY AUTOS
BODILY INJURY (Par eccitlenl )
$
X
HIRED X NON -OWNED
AUTOS ONLY AUTOS ONLY
PROPERTY DAMAGE
Per accident
$
B
X
UMBRELLALIAB
X
OCCUR
023627653
4/1/2020
4/1/2021
EACH OCCURRENCE
$10,000,000
AGGREGATE
$10,000.000
EXCESS LIAB
CLAIMS -MADE
DED I X I RETENTION$ 1. runn
$
A
WORKERS COMPENSATION
AND EMPLOYERS' LIABILITY YIN
MWC 30717620
4/1/2020
4/1/2021
X S?ATUTE �RH
EL EACH ACCIDENT
$1.000.000
ANYPROPRIETOWPARTNEWEXECUTIVE
OFFICERIMEMBER EXCLUDED?
NIA
E.L. DISEASE - EA EMPLOYEE
$1,000,000
(Mandatory in NH)
It yes, describe under
E.L. DISEASE -POLICY LIMIT
$1,000.000
DESCRIPTION OF OPERATIONS below
A
Auto Physical Damage
MVVTB30717720
4/1/2020
4/1/2021
Camp DeE:
$250
Collision Ded:
$500
DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedule, maybe attached it more space is required)
RE: All Operations
Envise SoCal
The City of Santa Ana, 20 Civic Center Plaza, Santa Ana, California 92701; its officers, employees, agents, volunteers and representatives are named as
additional insured ("additional insured") with regard to liability and defense of suits arising from the operations and uses performed by or on behalf of the named
insured. Such insurance as is afforded by this policy shall be primary, and any insurance carried by City shall be excess and noncontributory. Thirty (30) days
notice of cancellation applies.
City of Santa Ana
Risk Management Division
20 Civic Center Plaza, 4th Floor
Santa Ana, CA 92701
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN
ACCORDANCE WITH THE POLICY PROVISIONS.
ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD
THIS CERTIFICATE SUPERSEDES PREVIOUSLY ISSUED CERTIFICATE
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May 20, 2022
Re: Envise Reintegration with Southland Industries
Dear Valued Customer,
Since its creation in 2015, Envise (“Envise”) has operated as a wholly owned subsidiary of Southland
Industries (“Southland”). On June 1, 2022, the Envise Southern California Branch will be reintegrated into Southland
as part of the Southern California Division. The reintegration provides multiple opportunities and benefits including
strengthened and expanded services, improved project execution, and enhanced collaboration for our valued customers
and our company ss a whole.
Envise and Southland Industries. Please be advised that effective June 1, 2022, Envise has assigned all rights
and obligations in the Agreement to Southland.
Please direct future communications and payment to Southland:
Southland Industries
12131 Western Ave
Garden Grove, CA 92841
Email: CGonzalez@southlandind.com
If you have questions regarding the above request, please do not hesitate to contact me at (714) 901-5800.
Thank you in advance for your prompt attention to this request.
Very truly yours,