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Home My WebLink AboutNEW TANGRAM, LLC 2AGREEMENT TERMINATION ° '-- 5 ? a _ Please complete this form when the attached agreement is no longer in effect. Return form to the Sr. Deputy Clerk of the Council (M-30). Cali" ,i x238 if you-have�any questions. The agreement with /J 'tom l ayin y`C(/ ft No. k D D —Oq was completed on l!� • 0OD y and final payment has been made. Department, Signature: Date: Revised 8-7-03 City of Santa Ana Clerk of the Council INSURANCE ON FILE WORK MAY PROCEED UNTIL INSURANCE EXPIRES II-�-off CLERK OF COUNCIL DATE: k-16-oq CONSULTANT AGREEMENT A-2004-091 e,. CDA THIS AGREEMENT, made and entered into this loth day of may , 2004 by t) -A1D and between New Tangram, L.L.C., a California Limited Liability Corporation (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 leasing and installation of office furniture. B. Consultant represents that Consultant is able and willing to provide such services to the City. C. In undertaking the performance of this Agreement, Consultant represents that it is knowledgeable in its 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 and conditions hereinafter set forth, the parties agree as follows: 1. SCOPE OF SERVICES Consultant shall lease to City, including delivery, installation and pick-up, office furniture as set forth in Exhibit A to this Agreement. 2. COMPENSATION a. City agrees to pay, and Consultant 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 $10,000.00 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. El1E1 Y �i:iui This Agreement shall commence on the date first written above and terminate on October 31, 2004, unless terminated earlier in accordance with Section 12, below. 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 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. 5. 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 Insurance. 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 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 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 bodily and personal injury, including death resulting therefrom, and property damage, in the total amount of $1,000,000 per occurrence. Consultant 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. 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 3300 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. Reserved. e. 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. f. 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. 6. 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 health, and claims for property damage, which may arise from the direct or indirect operations of the Consultant 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. 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. 8. 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. 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: Ma Executive Director of the Community Development Agency City of Santa Ana 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 Consultant: New Tangram 9200 Sorensen Avenue Santa Fe Springs, California 90670 Telefacsimile (562) 365-5399 Attn: Linda Pochter 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 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. 11. 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. 12. 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. 13. 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. 14. 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. 15. 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 her inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. 16. 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: ",Qe -�)�IJ449 PATRICIA E. HEALY Clerk of the Council APPROVED AS TO FORM: JOSEPH W.FLETCHER City Attorney y By: Lau Sheedy Assistant City Attorney RECOMMENDED FOR APPROVAL JO P. REEKSTIN Ex cutive Director of the Community Development Agency CITY OF SANTA ANA DAVID N. REAM City Manager CONSULTANT NICK GREENKO Chief Financial Officer Tax ID# 37-1428740 05/05/2004 01:12 5652602 WORK CENTER PAGE QUOTE TO: AccwRTs PAYABLE CITY OF SANTA ANA 20 CIVIC Ckw-r , P 0 BOX 19�6 SANTA ANA,CA 92702 P: 1.714.647.5460 Terms CPO#/XxT 36 DAYS 21 13.00 3 1.00 / 4 J 20.00 5 1.00 6 5.00 i 7 1.00 2 1 O 2.00 t SNIP TO: SANDY WIM CITY OF SANTA ANA 500 w. SANTA ANA BLVD SUITE 150 San Lx AI:x,CA D2701 P: 1.714.565.2611 F: 1.714.565.2602 LOU-; SANTA ANA LOCATION tk, DUtS+lx PedeaLal •LL.YU :e: 3OX60 I: SlUudlure, Sys Laat Seven t1a1:: 34ak:Uyeu1y, LxmLnaLe 0504-TO40 OFFICE 04.13 440.G9 SUna Lx Teak Bxuk w1Lh Loup Aran . TUrztu Lune 44u; T040 Black M1LLen am: 6205 Black 3672-6000 OFFICE 9.60 O.60 dlny Table, BvuLu:yular e: 36x72 : Abco ish: Dove Grey, Laminate GGRY- OFFICE 6.40 12e.00 LA, SLac:k, wlllt Arm:. : Virco ric: Dark Grey Lah: Chrome 364aM OFFICE 16.00 16.00 cease, 2 Shelf 36x4s Woodlore, System Seven .sh: Mahogany, Laminate x -0 OFFICE Vertical, 4 Drawer Local 36.27 lei. -IS Hon sh: Grey P-L OFFICE Vertical, 2 Drawer Legal 23.47 23.47 Hun ah: PuLLy 036 OFFICE iye Cabinet, Locking 25.60 51.20 ACCEPTED 131' z'� `_ TITLE D4TE EXHIBIT A 05/05/200d 01:12 5652602 WORK CENTER PAGE 04 Flrtlekr: Gtry 9 1.00 75PL6630M OFFTCE 32.00 32.00 Deuk, slnyle PedeoLal LeLL 3l'ae: ]Ox66 Mfy: WUudlVre, sys Lem Geven Finlsh: Meiuuy,uay, Laminale 10 1.00 7RIR4224M OFFICE 24.53 24.53 Exeuu Llve Flu::la Itr Luua P.LyhL 3 i::e: 42x24 9: W,wdlu;e, 3yo Lem sgven Sinl�h: Mahuyany, LaminuLe 11 1.00 7C27220M OFFICE 45.87 45.87 - Credenza, Storage Size: 72x20 Mfg: Woodlcre, System Seven Finish: Mahogany, Laminate 12 1.00 7ET2222M OFFICE 0.53 0.53 End Table Size: 22x22 Mfg: Woodlore, System Seven Finish: Mahogany, Laminate 13 40,00 L126AEL OFFICE 5.33 213.20 Chair, Stack, without Arms Mfg: EDI Frbriu: alauk Fitai.h: Clarumr STOCK MDMSEn Is INCORRECT, SNOVLO BE L126Aa. 14 1.00 122 OFFICE DAIIArl WAIVIP, INVOICED MONTHLY 160.00 160.00 15 1.00 FEE TANGRAM DELIVERY AND PICK VP FEE 1,002.58 1,002.58 Sub Total 2, 762.42 ORANGE LOON SALES TAX 201.60 NON TAXABLE 0.00 brand TuLa1 2. 964.11 •rr*WW*End of QnVtatiOnWWWWWWW ACCEPTED BYA�! TITLEA . Y Z_ %�".' �F-�- DATE g�6UTM CERTIFICATE OF LIABILITY INSURANCE-RODU°"'�" °° Brow ER (Brown Of Cal FAX (714)939-1654 THIS CERTIFICATE 18 ISSUED AS A MATTER OF INFORMATION Brown &Brown of California, Inc. ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE PO Sox 6999 HOLDER. THIS CERTIFICATE DOES NOT AMENO, EXTEND OR College Blvd., Ste 1300 500 N. State Coll ALTER THE Cov GE AFFORDED BY THE POLICIES BELOW. Orange, CA 92868 INSURERS AFFORDING COVERAGE NAIL # V911RE0 New AngramLL ; d: n-$ to teSerV, INSURER A: $t. Paul dbaOn-SiteFabricators;dba:IngegratedWorkplace INSURERB: State Fund Tangraminteriors;TangraMPabricators,Inc. INSURER C: 9200 Sorensen Avenue INSURER D; Santa Fe Springs,CA 90670 A X COMMERCIAL GENERAL LIABILM CLAIMS MADE a OCCUR _-, __, ,,-., ,,. 1. .,,,,,, . DA GE TO NTEb MED EXP (qRy onE penes) B S $ PERSONAL S ADV INJURY $ GENERAL AGGREGATE S GEN'L AGGREGATE LIMrc APPLIES PER: POLICY JFE� LOC PRODUCTS-COMP/Op AGG S AUTOMOBILE LIABILITY ANYAUTO CK06103D51 11/01/2003 11/01/2004 (WMB�IN1DISW0LE LIMIT S X ALL OWNED AUTOS X ePeppILYIWURY S A SCHEDULED AUTOS HIREO gUTOS�) X NON-0WNE0 AUTOS Owned Phys Dmg I�BLV�INJURY $ X X Hired Phys Dmg (PPReOP=.YIDAMAGE E GARAGE LIABILTlY ANY AUTO AUTO ONLY -EA ACCIOENT $ OTHERTHAN EAACC AUTO ONLY; AGG EACH OCCURRGNCE $ S $ EXCESSNMaRELLA LIABILITY X OCCUR a CLAIMS MgpE 06103051 11/01/2003 11/01 004 A AGGREGATE $ X OEOUCTIBLE S WORKERS COMPENSATION AND EMPLOYERS' LIABILITY B ANY PROPRIETORAPARTNER,SXECUTN OFFICERIMEMBER EXCLUDED? operty at tallations I l 1 "UDAUSUSl11/01/2003 11/O l/2004/2004 Limit: 400,000/Ded: ATTACHED. certificate issued 5/6/04) City of Santa Ana Lydia Moran P.O. Box 1988 Santa -Ana, CA 92702 jxo,O 'hn1 ACORD 25 (2001/08) FAX: (7 LIABILITY PER ENDORSEMENT $MOULD ANY OP TMe ABOVE OEECmaeO POLICIES BE GANCELLEO BEFORE THE EXPIRATION DATE THEREOF, THE m$UIMG INSURER WILLIt{M MAIL 30 DAYS WRITTEN NOTICE To THE CERTIR"TE HOLDER NAMED TO THE LEFT, "CORD CORPORATION i98a 10 'd 'ON Xdd Wd 0VO [Nd GOOd-H-A W #V'' IMPORTANT If the certificate holder is an ADDITIONAL INSURED, the policy(les) must be endorsed. A statement on this certificate does not confer rights to the certificate holder In lieu of such endorsement(s). 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 Ileu of such endorsement(s). DISCLAIMER The Certificate of Insurance on the reverse side of this form does not constitute a contract between the issuing insurer(a), authorized representative or producer, and the certifI to holder, nor does it affirmatively or negatively amend, extend or alter the coverage afforded by the policies listed thereon. ACORO 25 (2001108) M 'd 'ON XdJ Wd 1d:60 162 b00Z-H-A W ee/ieImes~ 22.1e 5652682 utlat CDM -- This eedoneasent medlflq 09ft bmunma as ws atfeded iytho proviriam of Pettey MCx06103051 mletlngtodwIbllowing; 1. The City of SM& Ana, 20 Clvio Center P14% Sant Aos, Califtenia 92701; its offi0rs, employees, agaft vol mimm End ttp "mdgtivea =named a additwasW Imm ads ("ocicUonal hasmo ") with runt to ltebgtty and defoam of snits among from the oper4 ms and um pa%mred by or on behalf of &a memad fnuted. 2. VAlh roapect to a AbA arising out of the oporstims and IM PetibPmed by ar en behalf of die named io 14 mcb I10=we a is alibtded by this policyie ptwmmy and is 10t addidesml to of ammibntng with any oft hummea owded by or for the benefit of to additioml inmreds. 3. 7his itmmtmae splice separately to aaoh Wand aadmt whom GWM is made or sat is btougbx mxaeptwith respectto tbo eemparglt haft of 1 +& ty. The im01mdo10f any Petson Or erVeztim a sn wnsered shall not Affa t any right which shah parson or orgwtivatim world hove me a abtitamrt if tot so iteclww. 4. With tesI to the additional imm mods, this Inswotoe shad trot be caa0vJi0d. or materially rWwAd in aovetege Or limits except efar W* (30) days "then notice bas been given to the City of Sets Anti 20 Civk Curter Plaeti 8atda Ana, C.atiforda 92701. (C0mp1e M oftho ibtlotri & taeladMA eemaWRWahrre; is mgwcd to mate this emdcm mew effwdve.) )Ifttive _ u it ins .tide endmo at tbrm as a Matt of Policy* CK0661n�1 lesmdto New Ze. r.Tn Named 5termd � ' coV �. A+tt,nrized kepreee»ndvo "" ^^^m ZVMRMVr. zoroeaaezer wi enter nw..r. myna/On £0 'd 'ON XV3 Wd 2*0 IM b00Z-SE-hdW