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HomeMy WebLinkAboutP & D CONSULTANTS 1City of Santa . la Clerk of the Council AGREEMENT TERMINATION FORM C 2001- Use Only Please complete this form when the attached agreement and all amendments (if any) are no longer in effect.'" Ir Return form to the Clerk of the Council Office (M-30). Call 647-6520 if you have any questions. The agreement with No. ``"1 I "I ✓"1 ct1P2 was completed on 7� and final payment has been made. �y (List all amendments. Use space below if needed.) Department: 1j�j�Ut1 �1 � r�p 191� taw' 1 Phone/Ext.: F4 7iJU3 I�lo �)p� Signature: 20p3 ZS��Id Date: Revised 08-23-10 1NSUR^.tdCE C^J FILE UiJTIL Ir._ % ^ y CONSULTANT AGREEMENT Oj_EF: OF COUIZIL r DATE:t� - /3� 9 4 THIS AGREEMENT, is made and entered into this 1;1r p day of Z& , 1999, by and between P&D ENVIRONMENTAL, a divisl n of P&D Consultants, ("Consultant") and the CITY OF SANTA ANA, a charter city organized and existing under the constitution and laws of the State of California ("City"). WITNESSETH A. The City desires to retain a professional firm having special skill and knowledge in the field of environmental consulting services to assist the City in the discharge of its responsibilities under the California Environmental Quality Act (California Public Resources Code sections 21000 et seq.) ("CEQA") and the regulations of the Secretary of Resources promulgated pursuant thereto (California Code of Regulations, Title 14, sections 15000 et seq.) ("CEQA Guidelines") with respect to the development located at 1001-1211 North Broadway, Santa Ana, commonly known as the One Broadway Plaza Project ("Project"). NOW THEREFORE, in consideration of their mutual and respective promises, the parties hereto do hereby agree as follows: 1. SCOPE OF WORK OF CONSULTANT. Consultant agrees to perform, at his own cost and expense, the scope of services as specified in the One Broadway Plaza EIR Scope of Work, Exhibit "A," attached hereto and incorporated herein by reference. 2. STANDARD OF PERFORMANCE. In undertaking the performance of this Agreement, Consultant represents that his staff is knowledgeable in the field of environmental consulting services and in the requirements imposed by the CEQA Statutes, the CEQA Guidelines and City of Santa Ana procedures. Additionally, the Consultant affirms that any services performed by his staff and all sub -consultants under this Agreement will be performed in compliance with such requirements to the extent which may reasonably be expected from a professional consulting firm in that field. 3. PERFORMANCE BY THE CITY. The City shall provide Consultant with all records in the possession of the City which will be of assistance to Consultant in the performance of this Agreement. 4. INDEPENDENT CONTRACTOR. Consultant agrees that he is an independent contractor and not an employee of the City and all Consultant's personnel shall be employees of Consultant and not employees of the City. 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 shall not subcontract any of the services required without written approval of the City. 5. COMPENSATION. The City agrees to pay, and Consultant agrees to accept as total payment for said services, that compensation payable hereunder SHALL NOT EXCEED Three Hundred Fifty Seven Thousand Three Hundred Sixty Six Dollars ($357,366.00) for all hours worked, travel, expenses and deliverables related to the Scope of Work under this agreement. Payment by the City shall be made within thirty (30) days following receipt of a proper invoice for work performed during the preceding month, subject to City accounting procedures. Except payment of said invoices attributable to the final $52,000.00 of the contract (approximately 156 of the total contract amount) shall be withheld until such time as the City Council hearing for certification of the EIR or the contract is terminated, whichever occurs first. Charges for services listed in the invoice shall be in accordance with the Fee Estimate set forth in Exhibit "A." 6. TIME FOR COMPLETION. The services to be performed pursuant to this Agreement shall be completed on or before April 30, 2000, subject to extension with the approval of the City Attorney. 7. INDEMNIFICATION. Consultant agrees to indemnify, defend and hold harmless the City, its officers, agents, employees and volunteers against any and all loss or damage, suits, actions and claims arising out of, or related to, the negligent acts or omissions of Consultant or of the officers, agents, or employees of Consultant, in the performance of this Agreement. 8. INSURANCE. With respect to performance of work under this agreement, Consultants shall maintain and shall require its subcontractors, if any, to maintain insurance as described below: (1) worker's compensation insurance with statutory limits, and employer's liability insurance with limits of not less than $1,000,000 per accident. (2) Commercial general liability insurance, or equivalent form, with a combined single limit of not less than $1,000,000 per occurrence. If such insurance contains a general aggregate limit, such limit shall apply separately to each project Consultant performs for FJ City. Such insurance shall (a) name the City of Santa Ana and its officers, agents, employees and volunteers as additional insureds; and (b) be primary with respect to insurance or self-insurance programs maintained by the City, and (c) contain standards separation of insureds provisions. (3) Professional liability (errors and omissions) insurance, with a combined single limit of not less than $1,000,000 per claim. Said policy or policies shall give to City prompt and timely notice of claim made or suit instituted arising out of Consultant's operations hereunder. (4) 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. Consultant shall (a) furnish properly executed certificates of insurance and additional insured endorsement to the Clerk of the Council of the City prior to commencement of work under this Agreement, which certificates shall clearly evidence all coverage's required above and provide that such insurance shall not be materially changes or terminated except on 30 days' prior written notice to the City; and (b) maintain such insurance from the item work first commences until completion of the work under this Agreement; and (c) replace such certificates for policies expiring prior to completion of work under this Agreement. 9. TERMINATION OF AGREEMENT. This Agreement may be terminated by either party, for any reason, upon thirty days (30) written notice of termination to the other party. In such event, Consultant shall be entitled to receive compensation for all services properly performed by Consultant prior to receipt of said notice of termination. City may require Consultant to deliver to City all work product completed as of the date of the notice of termination. 10. WORK PRODUCT. Upon completion or termination of this Agreement, Consultant shall deliver to the City all work products completed as of such date, which work product shall be the property of the City, and Consultant consents to the City's use thereof for such purposes as the City deems appropriate. 11. NOTICES. Any notice required to be given to either party to this Agreement may be delivered by personal delivery or by depositing the same in the United States mail, first class postage prepaid, addressed to: 3 If to the City: City of Santa Ana Office of the City Attorney 20 Civic Center Plaza P.O. Box 1988 Santa Ana, CA 92702 If to Consultant: P&D Consultants 999 Town and Country Road, Ste. 400 Orange, California 92868 Notice of a change of address shall be delivered in the same manner as any other notice provided herein. Notice by mail shall be effective three days after mailing by the above - described procedure. 12. NO CONFLICTS OF INTEREST. Consultant covenants that they presently have no interest, and shall not have any interest, direct or indirect, which would conflict in any manner with the performance of services required hereunder. 13. NON-DISCRIMINATION. By signing this Agreement, Consultant certifies that he does not discriminate in hiring on the basis of race, color, creed, religion, sex, age, marital status, national origin, ancestry, physical handicap or medical conditions. 14. GOVERNING LAW. This Agreement shall be governed by and construed in accordance with the laws of the State of California. 15. NO OTHER AGREEMENTS. This Agreement supersedes any and all other agreements either oral or in writing between the parties hereto. 9 E IN WITNESS WHEREOF the parties hereto have executed this Agreement the date and year first above written. ATfT/F�S.T : l� AJarjXce C. Guy Clerk of the Council APPROVED AS TO CONTENT: David Ream City Manager ►-A»;;i19-11� Robyn lto tegraZExecute Dir cPlanni& Buildin Agency AS TO FORM: antNrity A CITY OF SANTA ANA, a charter city organized and existing under the constitution and laws of the State of — CONSULTANTS: 5 Employer ID 'or Individual Social Security Number ��•�►���►= CERTIFICATE OF INSURANCE ISSUE 4/,E2004DD V) PRODUCER DM THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AMEND, Risk Services, Inc. of Southern California yAon 707 Wilshire Boulevard, Suite 6000 EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW Los Angeles, California 90017 (213) 630-3200 COMPANIES AFFORDING COVERAGE COMPANY A Insurance Co. of the State of PA LETTER CODE SUB -CODE COMPANY B LETTea INSURED e - 491 ,�,q COMPANY C P & D Consultants Inc. /r ��`ZbID3- i9,� Attn: Judy White LETTER 999 Town & Country Rd., 4th FL. h, -.aW3 - A61 COMPANY Orange, CA 92868 D LETTER COMPANY E LETTER COVERAGES THIS IS TO CERTIFY THAT 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. THE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. Co TYPE OF INSURANCE POLICY NUMBER POLICY EFFECTIVE POLICY EXPIRATION ALL LIMITS IN THOUSANDS LTR DATE (MMIDDNY) DATE (MWDDM) GENERAL LIABILITY GENERALAGGREGATE $ COMMERCIAL GENERAL LIABILITY PRODUCTS-COMPIOPS AGGREGATE $ QAIMS MADE OCCURRENCE PERSONAL B ADVERTISING INJURY $ OWNERS B CONTRACTORS PROTECTIVE EACH OCCURRENCE $ FIRE DAMAGE (ANY ONE FIRE) $ MEDICAL EXPENSE (ANY ONE PERSON) $ AUTOMOBILE LIABILITY ANY AUTO GEL BODILY INJURY ALL OWNED AUTOS SCHE WLED AUTOS (PER PERSON) BODILY INJURY HIRED AUTOS NON OWNED AUTOS (PER ACCIDENT) C GARAGE LIABILITY PROPERTY DAMAGE EXCESS LIABILITY EACH AGGREGATE OCCURRENCE UMBRELLAFORM $ $ OTHER THAN UMBRELLA FORM $ $ A WORKERS'COMPENSATION 5212460(ADS) 4/1/2004 4/1/2005 STATUIORY Imo''. A AND 521 24 61 (CA) 4/112004 4/l/2005 $ 1,000 (EACHACCIDENT) EMPLOYERS'LIABILITY 5212462(WI) 4/1/2004 4/1/2005 $ 1,000 (DISEASE POLICY MMM $ 1,000 (DISEASE EACH EMPLOYEE) OTHER DESCRIPTION OF OPERATIONSILOCATIONSNEHICLESIRESTRICTIONSISPECIAL ITEMS: PDCICA3354 Job: Environmental Consulting Services CERTIFICATE HOLDER r CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING COMPANY WILL ENDEAVOR TO MAIL City of Santa Ana - 30 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, City Attorney BUT FAILURE TO MAIL SUCH NOTICE SHALL IMPOSE NO OBLIGATION OR LIABILITY 20 Civic Center Plaza (M-29) OF ANY KIND UPON THE COMPANY, ITS AGENTS OR REPRESENTATIVES. P.O. Box 1988 Santa Ana, CA 92702.1988 AUTHORIZED REPRESENTATIVE ACORD 25-S 3/88 ©ACORD CORPORATION 1988