Loading...
HomeMy WebLinkAboutC.B. GLEN TILE CO. 2 - 2003h~URANCE ~_0_~ ON FtLE WORK MAY NO'[ PROCEED CLERK OF COtJNCiL DATE: ] I - ~-~ N-2003-126 CONSULTANT AGREEMENT THIS AGREEMENT, made and entere into t is / d,a,y o ~ , 0 y and between C.B. Glen Tile Co., a sole proprietorship (hereinafter Contra//tor"),/md the City of Santa Aha, 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 Contractor having special skill and knowledge in the field of tile repair to provide services to the Santa Ana Depot. B. Contractor represents that Contractor is able and willing to provide such services to the City. 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 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 those services as set forth in Exhibit A to this Agreement. 2. COMPENSATION a. City agrees to pay, and Contractor agrees to accept as total payment for its services, the rates and charges identified in Exhibit A. The total sum to be expended under this Agreement, shall not exceed $6,000.00 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. 3. TERM This Agreement shall commence on the date first written above and terminate on June 30, 2004, unless terminated earlier in accordance with Section 12, below. In order to provide continuous uninterrupted service to City, this Agreement shall cover all work performed by Consultant for City from July 1, 2003 to the termination of this Agreement. The term of this Agreement may be extended upon a writing executed by the Executive Director of the Community Development Agency and the City Attorney. 4. 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. 5. 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 orS1,000,000 per occurrence. Contractor shall supply City with a fully executed additional insured endorsement in substantially the form attached hereto as Exhibit B upon execution of this Agreement and shall be approved in form by the City Attorney. b. Reserved. c. Worker's Compensation Insurance. In accordance with the provisions of Section 3300 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. Reserved. 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 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. f. 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 effect 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. 6. INDEMNIFICATION Contractor agrees to 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 health, and claims for property damage, which may arise from the direct or indirect operations of the Contractor or its contractors, subcontractors, agents, employees, or other 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 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 he 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. 7. 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. 8. CONFLICT OF INTEREST CLAUSE Contractor covenants that it presently has no interests and shall not acquire any interests, direct or indirect, which would conflict in any manner with performance of services specified under this Agreement. No persons having such interest shall be employed by or associated with Contractor. 9. 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: Clerk of the City Council City of Santa Ana 20 Civic Center Plaza (M-30) P.O. Box 1988 Santa Ana, CA 92702-1988 telefacsimile (714) 647-6956 With courtesy copies to: Executive Director of the Community Development Agency City of Santa Aha 20 Civic Center Plaza (M-25) P.O. Box 1988 Santa Ana, California 92702 telefacsimile (714) 647-6549 City Attorney City of Santa Ana 20 Civic Center Plaza (M-29) P.O. Box 1988 Santa Ana, California 92702 telefacsimile (714) 647-6515 To Contractor: Clovis Glen C.B. Glen Tile Co. 2617 Jacaranda Street Santa Aha, CA 92705 A party may change its address by giving notice in writing to the other party. Thereafter, any notice, tender, demand, delivery, or other communication shall be addressed and transmitted to the new address. If sent by mail, any notice, tender, demand, delivery, or other 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, any notice, tender, demand, delivery, or other 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. 10. 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 ora 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 addition to, the terms and conditions hereof, shall not bind or obligate Contractor 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. 11. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Contractor, Contractor 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 Contractors retained by City. 12. TERMINATION This Agreement may be terminated by the City upon sixty (60) days written notice of termination. In such event, Contractor shall be entitled to receive and the City shall pay Contractor compensation for all services performed by Contractor 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 Contractor 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 Contractor 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. 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. JURISDICTION - VENUE This Agreement and all questions relating to its validity, interpretation, perfom~ance, and enfomement shall be governed and construed in accordance with the laws of the State of California. 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 cormection with or by reason of this Agreement. 15. 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 his inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. 16. COMPLIANCE WITH GOVERNMENTAL REQUIREMENTS Contractor shall can'y out all services pursuant to this Agreement in substantial conformity with all applicable laws, ordinances, statutes, codes, roles, regulations, orders, and decrees of the United States, the State of California, the County of Orange, the City, and of any other political subdivision, agency, or instrumentality exercising jurisdiction over the City, including all applicable federal, state, and local occupation, safety and health laws, rules, regulations and standards, applicable state and labor standards, prevailing wage requirements, the City zoning and development standards, City permits and approvals, building, plumbing, mechanical and electrical codes, as they map apply, and all other provisions of the City and its Municipal Code (as they may apply), and all applicable disabled and handicapped access requirements, including, without the limitation, the Americans With Disability Act, 42 U.S.C. § 12101 et seq., Government Code § 4450 et seq., and the Unruh Civil Rights Act, Civil Code § 51 et seq. 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. ATTEST:~ . Clerk of the Council CITY OF SANTA ANA City Manager APPROVED AS TO FORM: JOSEPH W. FLETCHER City ~/~ By: ~" ~ Cristin'~- ~haw Assistant'(55tY Attorney CONTRACTOR Clovis Glen Owner Individual SS # · .'~h C.B. Glenn Tile Co. -- Since california Llc. No. 269317 EXHIBIT B ADDITIONAL INSURED ENDORSEMENT FOR COMMERCIAL GENERAL LIABILITY POLICY Insurance Company This endorsement modifies such insurance as is afforded by the provisions of Policy # relating to the following: 1. The City of Santa Aha, 20 Civic Center Plaza, Santa Ana, Cali£omia 92701; its officers, employees, agents, volunteers and representatives are named as additional insureds ("additional insureds") with regard to liability and defense of suits arising from the operations and uses performed by or on behalf of the named insured. 2. With respect to claims arising out of the operations and uses performed by or on behalf of the named insured, such insurance as is afforded by this policy is primary and is not additional to or contributing with any other insurance carried by or for the benefit of the additional insureds. 3. This insurance applies separately to each insured against whom claim is made or suit is brought except with respect to the company's limits of liability. The inclusion of any person or organization as an insured shall not affect any right which such person or organization would have as a claimant if not so included. 4. With respect to the additional insureds, this insurance shall not be cancelled, or materially reduced in coverage or limits except after thirty (30) days written notice has been given to the Clerk of the Council, City of Santa Ana, 20 Civic Center Plaza, Santa Ana, California 92701. (Completion of the following, including countersignature, is required to make this endorsement effective.) Effective Policy # Issued to , this endorsement form as a part of Named Insured Countersigned by Authorized Representative TO: FROM: DATE: RE: [] [] [] [] [] [] [] [] OFFICE OF THE CITY ATTORNEY Phone: (714)647-5201 Fax: (714)647-6515 M-29/TI3 As you requested [] Please attend Contact me [] Please approve For your action [] ' Please circulate File needed [] Please not6 and see me about this For your information [] Please pay For your signature [] Please provide with written comments Handle [] Please sign and return Please advise [] Return to sender 02×11×2003 17:04 BACCARELLA INSURANCE a 17145652693 N0.471 PO1 ACORD, ~°'~'C~a~LLA,-,,.,,~.. INSURANCE EERVICEE, INC. THIS CERTIIqCA?~ Ie lUUED ~ A MATTER O~ !NFORA~TIOf4 ONLY A~D CDNFER8 NO RIOHT8 UPON THE CERTIFICATE Ul4 INDIANA AV~. ~ 21~ HOLOER. tHI8 CERTIFICATE DOE8 NOT .~ME~D. EXTEND OR FA,X: J{~-~07-65~ IN~URERE APPORDING COVERAGE C.B. OLENN T~LE COMPANY, 7,71 KARHAY AVENUE MIDWAY Crry CA COVERAG~B 6l.~l.-~:t,uJ~l.n.~ 213700?40&0 ~AN 22 03 dAN ~3 Q4 ~~ .... 1~,000 ,, ~! SOUPCON OF ~E~T/ONSILO~ flD~EHICLEGIEXCLUSlONS ADDED ENDORB~MENTI SPECIAL PROVISI~8 JOB: ~E DEP~ AT aANTA ~A, ~noo E, a~T* ANA BLVD., aANTA ~ CA. SEE A~ACHED FORM C~2010-~7 FOR COMPL~E NAME OP AD~mON~ INBURED, ~mMARY WOR~NG AND WAIVER OFaUBROGA~ON INCLUDED. '~CEPT ~0 DAYa FOR NON PAYMEHT OF PREMIUM liANTA ANA REOIDNAL tRANSPORTA'TION CENTER 1000 E. &ANTA ANA BLVD., 1300 9ANTA ANA. CA 927D~ &CORD :'5 i~001;Ol) 8~/11/~00~ 17:04 BACCARELLA INSURANCE NO.471 the following, including eoWTtm~gnetufo, lo required to mike this Q05 0~×11/2005 i?:04 BACCARELLA INSURANCE a 1714565~693 NO.471 Q04 POLICY NUMBER: 253700746~)-0 COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ THIS CAREFULLY ADDITIONAL INSURED PRIMARY COVERAGE This endo~,.~ement motives insurance provided under the followrng: COMMERCIAL GENE~IAL LIN~ILITY COVERAGE PART This insurance Is ptfmaty for Ihe pemon or organizalror~ shown In the schedule, but only wllh respect to liability arising out of your won~ or I~at Ir~surad by or for }~u. Other insurance afforde~ to Nat insured will apply aa excess and ~0! cont~lbufo as anmar~ to lhe insurance afforded by this endorsement, All o~er endorsemant pn~vi$1ons, coI1(:lltl~,'ls a~ld exclusions of this Insurance shall camaln unchanged and apply lo Illa ed(:~lt~onal Insur~t a~ (~'tl)~ below. SCHEDULE AD OITIONA]. INSURED SANTA ANA REGIONAL TRANSPORTATION CENTER 1000 E. SANTA ANA BLVD., ~300 SANTA ANA. CA 92701 ~ONTRAC~PROJECT NAMED INSURED C,B, GLENN TILE COMPANY, INC. 7871 HARHAY AVENUE MIDWAY CITY CA 926.55 O~XllX2083 17:84 BACCARELLA INSURANCE a 1714565269~ NO,471 Q03 POLICY NUMBS-R: 2~37~0~Z460-C~B~ GJenrkT~ thc COMMERCIAJ.~GENF~iTY -- THIS ENDORSEMENT CHANGES THE POLICY. PLEASE RP-.~O IT CAREFULLY WAIVER OF TRANSFER RIGHTS OF RECOVERY AGAINST OTHERS This endo~,emenl modires Inlurance provided under the following; COMMERCIAL GENERAL LIASIL)T¥ COVERAGE PART. GWNERS~R_,AC.TQRS.PRO~LIAJ~LITY COVERAGe PA~T SCHEDULE City of Santa Aha, its officers, agents end employees (If no entry appears above, inlon, natlon required to ~omplete Ihi~ Schedule will be ~hown in the Declarations as applicable Io thiS endorsement.) Wa waive any right or recovery wa may have against the I~er~on m' organlzellon ahow~ in the Schedule becaurve of payments we make for Injury Or eamage arising DUI of your work' done under a contract with thai person er orgenlzellon. The waiver applies on~y to the pemsn or 0rganizallon shown in the Schedule, Job: The Depot at Santa Aana, '1000 E. Santa Ane Blvd., Santa Ana, CA CG240411 85 Cowrlght. Insurance Servioes Office, Inc, 1984 0~x11/2003 17:04 BACCARELLA INSURANCE a 17145652693 POLICY NUMBER: 25370074S0 COMMERCIAl. 0ENERAL LIABILITY C. B. Glenn Tile Company, I~c. CG 20 10 03 97 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - SCHEDULED PERSON OR ORGANIZATION This endorsemenl modifies Insurance pr,',vlded under Ihs following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name of Per, on or Organization: ICIty of Santa Aha Is officers, agents & employees , (If no entry appears above, information required to complete this endorser~ent will be show~ in the Decla~al]ons as applicable lo this endorsement.) Who la An Inl~lred (ltactlon I)) la amended to include as an Insured tile person1 or erganizalion shown In ~e Schedule, bu~ only with respect to liability arising out of your ongoing operations performed for Ihat Insured. Job: The Depot et Saute Aha, 1000 E. Santa Aris Blvd., Santa Aha, CA CG ~g t0 03 07 Copyright, Insurance Sa~lcss Office, Inc., lgg6 Pag~ '1 of '1 E~