HomeMy WebLinkAboutIWATER, INC. 1 -2005
N-2005-030
INSURANCE ON FILE
WORK MAY PROCEED
UNTIL INSURANCE EXPIRES
9 - 7-'1-o~
CLERK OF COUNCIL
DATE: 3~;;'8-05
CONSULTANT AGREEMENT
c..:fWff
lC.~
THIS AGREEMENT made and entered into this I 5 day of f}JPriLc!-/ ,2005 by
and between IWater, Inc., a California 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
researching and preparing infrastructure database information to map the Santa Ana
water delivery infrastructure and maintenance schedules.
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 perform those services as set forth in Exhibit A to this Agreement.
2. DELIVERY OF WORK PRODUCT
Consultant shall deliver to City all work product which results from the services
provided. Said work product shall be submitted in a hard copy and produced in a form
compatible with City's computer system, as agreed between the Project Manager and Consultant.
In regard to material produced as a deliverable under the Agreement, including but not limited to
books, reports, plans, photographs, drawings, videotapes, and computer programs, Consultant
understands and shall ensure that all of Consultant's affected officers, employees, agents,
contractors, and volunteer workers also understand the authors of all such material, whether
copyrighted or not, award to the City, and to its officers, agents and employees acting within the
scope of their official duties, as a condition of payment to the Consultant, a royalty-free,
nonexclusive, irrevocable license throughout the world to disclose, publish, translate, reproduce,
and use such materials.
3. 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.
4. TERM
This Agreement shall commence on the date first written above and terminate on
February 28, 2006, 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 Public
Works and the City Attorney.
5. 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.
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 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
2
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. 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.
c. 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 less
than $1,000,000 per claim.
d. 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.
e. 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.
7. INDEMNIFICATION
Consultant agrees to and shall indemnify and hold harmless 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 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 I 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 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 effects, arising
from this Agreement. The Consultant further agrees to indemnify, hold harmless, and pay all
3
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 asserting that personal injury, damages, just
compensation, restitution, judicial or equitable relief due to personal or property rights arises by
reason of the effects arising from this Agreement. City may make all reasonable decisions with
respect to its representation in any legal proceeding.
8. 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. "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 Consultant disclosed in a publicly available source; (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.
9. 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.
10. 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 Public Works Agency
City of Santa Ana
4
220 S. Daisy Avenue (M-85)
Santa Ana, California 92703
Attn: Cesar Barrera
and
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:
IWater, Inc.
2633 Laguna Canyon Road
Laguna Beach, California 92651
Telefacsimile (949) 376-4509
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 telefacsimile, 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.
11. 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.
12. 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
5
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.
13. 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,
subject to the following conditions:
a. As a condition of such payment, the Executive Director may require Consultant 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 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.
14. 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.
15. 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.
16. 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 its inability to obtain or maintain such permits, licenses, approvals,
waivers, and exemptions. Said inability shall be cause for termination of this Agreement.
6
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 ofthis 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.
Q~.-<d~
PATRICIA E. HEALY
Clerk of the Council
CnYOF;;2
~REAM
City Manager
APPROVED AS TO FORM:
JOSEPH W. FLETCHER
City Attorney
By: ':','; 1/. 'Ifu('?u/
Laura Sheedy
Assistant City Attorney
APPROVAL:
CONSUL T ANT
J MES G. ROSS
xecutive Director of the
ublic Works Agency
I~&,,-,,-,l{ (,0 ~,^L-
DON RHODES
President
Tax ID# "33- 0906 '1 c;( Ol,
7
EXHIBIT B
ADDITIONAL INSURED ENDORSEMENT
FOR COMMERCIAL GENERAL LIABILITY POLICY
Insurance Company Py-t'Yllt"y C",,,,-- ~ c:,u,' c"'" C"L G:,
This endorsement modifies such insurance as is afforded by the provisions of Policy
# (-t.. 3 0"'5 ~ c;'p, cj relating to the following:
EC?,:;;L.OSII ,=-.~u ~~""'-.>L..'.'l'I-.....,--",-
I. The City of Santa Ana, 20 Civic Center Plaza, Santa Ana, California 9270 I; 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 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
~(} -;{ -:; -~co'l
C-I- 305;< 6<78
<:' (L',< +C>r--, ZJ c- .
/
, this endorsement form as a part of
Named Insured
Countersigned by
I~ (Nk~ LJ (lL, ,'~
Authorized Representative
8
<OWater
February 7, 2005
Cesar Barrera, MS, PE
City of Santa Ana, Water Resources Division
220 S. Daisy Avenue, Building A
Santa Ana,CA 92703
Re: Pilot Study
Dear Mr. Barrera:
To help the City of Santa Ana meet the tasks of updating infrastructure documentation at
regular intervals, retaining existing legacy data, streamlining reports, and having the details
available in both database and map formats we recommend the following pilot project.
SCOPE:
1. Copy the existing water system database to the iWater, Inc. website. This will enable
the in-house database to continue without possible interruptions and provide a platform
to implement the field to office to field transfer of data. The website will be available to
approved contacts with two levels of security log in.
2. Define the legacy information for the distribution valves and fire hydrants that will be
available for future use, The additional legacy information for taps, services, etc. will be
added during the next project phase. This information will define the workflow for
updates and changes to the database which will be transferred from the field application
to the office application. During this portion, the workflow will be streamlined for both
field documentation and project development within the office.
3. Provide reporting capabilities for the system assets, scheduled maintenance for system
valves and fire hydrants, projects to be completed, project status and projects
completed with history.
4. Confirm field application data entry process, confirm the link between field and office
connection and the field and office report functions. Supply a manual explaining
workflow, database schemas and product details with procedures for use.
If you have any questions, you may contact me at (949) 376-4549 ext 311.
Sincerely,
Don Rhodes
2633 Laguna Canyon Road, Laguna Beach, CA 92651
Telephone: (949) 376-4549. (877) 482-5834 Fax: (949) 376-4509
iWater, Inc.
2633 Laguna Canyon Road
Laguna Beach, CA 92651
Office: (949) 376-4549
Fax: (949) 376-4509
Estimate
DATE ESTIMATE #
2/9/2005 203692
Preoared For
City of Santa Ana
Water Resources Division
220 S. Daisy Avenue
Building A Santa Ana, CA 92703
AlTN: Cesar Barrera
Setvice Area
City of Santa Ana
Water Resources Division
220 S. Daisy Avenue
Building A Santa Ana, CA 92703
AlTN: Cesar Barrera
DATE APPROVAL REP TERMS Project
DR Net 15 Pilot
ITEM DESCRIPTION QlY COST TOTAL:
Pilot Study Copy the City of Santa Ana water database to iWater, 9,750.00 9,750.00
Inc. website for implementing automating field and
office data exchange. Website will be available for
contacts approved by the City of Santa Ana.
Legacy information defining the distribution valves, fire
hydrants and pipelines will be transferred based upon
future needs, Work flow development for data
transfer will be implemented based upon transferred
information.
Automated reports will be created for current water
system infrastructure, scheduled maintenance for
system valves and fire hydrants and project history.
The application will be confirmed for data transfer,
data accuracy, and reporting functions.
A manual will be completed explaining workflow,
database schemas and product details for use.
Orange County Sales Tax 7.75% 0.00
APPROVAL: OA TE: TOTAL: $9,750.00
PLEASE VISIT OUR WEB SITE AT: www.lwater.org
AC.DBD.N CERTIFICATE OF LIABILITY INSURANCE
PRODUe>.< PREMIER ONE INSURANCE SERVICES
100 PACIFICA 1/480
L1C. NO, OC661S3
IRVINE
(949)127-2025 "
\
D...n:{IIIAIlID'YY)
3/14/2005
THIS CERTifICATE IS ISSUED AS A MATTER OF INFORMATION
ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE
HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR
ALTER THE COVERAGE AFFOROED BY THE POUCIES BELOW.
THE pOLICIES OF INSURANCE LISTED BELOW HAvt BEEN ISSUED TO THE INSURED NAMED ABOVE FO~ THE POUCY PERIOD INDICATED. NOTWITKSTANDING
ANY REQUIREMENT, TERM OR CONDITlON OF ANY CONTRACT OR OTHER DOCUMENT WfTH RESPECT TO WHICH THIS CERTIFlGATE IMY BE ISSUED OR
MAY P.RTAIN. THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS. EXCLUSIONS AND CONDITIONS OF SUCH
POLICIES AGGREGATE l~rTS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS,
':'~ :,' TVl'i Of ""RA'"'' I ," ;;oUCY NiI."i' ' " '.I'i:~~ E""CTIV! ! ~i'l'-J O",,'RA noN I --- U.'" -
[' GiJolIiRAl.I.IADlUTY I ': lEACH OCCURRENCE $
X' COMMfRCIAl OEN'rw. L"'~rrY , ' ;-;., "MlAG' (MY;'" ",) U ,
J C'""'"'^',, [Xl OCCUR MiO EJ<P(MY;"''''-') ,
A _' ' GL30S2698 9127/2004 9/27/2005 ~'?tw.'MlVINJURY:'
GENEtW. AGOfU;;QATE .
~E~'L AGO'"'''' LIMIT AP~' Pi" PRCOUon._ COMPIO~ .!_,
,XiPOLIC'l': i~~i I Iwc
;.~TONOBllllJlBlUTY
_ II).lYAUTO
ALl OWNEO AUTO$
B ~ SCI-4ECULfO AUTOS
H",EO AUTOS
r-- NQN.oWNEO ALllOS
r-;'
CA 92616
INSURERS AFFORDING COVERAGE
UiSU...
lWATERINC
INSURER Jl.:.
INSURER B:
INSURf.RO:
~,LNSURER 0: .
INSURER!:
COLONY INSURANCE CO'--
MERCURY CASUAL TV COMPANY'
State Compensation Insuiiiilce Fund
EVANSTON-INSURANCE COMPANY_ .
26a3 LAGUNA CANYON RO
LAGUNA B~ACH
COVERAGES
CA 92651
,
COMBINED SINGLE lIMIT
(E'i~d.(l\)
. 80Pll Y INJURY
(pQl peraon}
AC11061312
9/4/2004
9/4/2005
BOO~V INJURY
{p.( mooWMnt}
:'
,,"-'--
PROPER.TY OAMAGii:
(Plltaccldllllt)
",--
-
1 ,OOOJOOO
50 000
1.000
1,OQ_~
2,000,000
2,000,00l!.
,
1,000,000
-
s
,/
AS TO t'ORM
-( ~', .,V~C ;' (j"
Laura ,stitt Slieedy, /'
As~w;tant City Attorn y "
AUTOONl'f -EAACI;IOENT $
"
: orHER THAt-l E^M.C , .-
. AUTO ONLY: AG<1 ,
EACH OCCURRENC' "
.",.
~~~.^TE , U'__
.
-.
-"' ,
,
nRAl;ai~lllY
~'I MY I\U1"O
EXCElS llA8lUTY
~j'OCCUR U ClAIMS MADE
'I
: OEDUCn6L~
i RETENTION $
, WORKERS COMPENSATION AND
i EMPLCN'fRS'L.IADlUTY
APPROVEI
-y;;,
167532604
1/1/2005
1/1/2006
~ I TOR"(['IMI,ol :o~~
E.L EACH ACCIDENT . i
~.~I.G~..EAEW'LOYEF.: ~
E.L DISEASe. P01..lCYL1UlT 1 S
PER OCCURRENCE
AGGREGATE
OED
C
aTllE'
o E & 0 INSURANCE E0820511 i 6/12/2004
oESCRlPl1OH OF OPfRATlOHSlL.OCATtONS/VEKIClE3IfJl;CL.U5toNS ADDl:D BY l1;NOOR:il.EMEHT/SPECIAL. pI\O\'WIOHII
RETRO DATE ON E & 0 INSURANCE 6112103.
6/1212005
'"""
~~o.O.OOO
~OOO.OOO
1,000 000
1,000,000
1,000,000
5,000
CANCELLATION
aHOULDN;("( Of THE ABOvE DESCRIBED POUClEi 8ECANCEl.LlO .IEJ'~ THe: V::P1RATION
DATE TH~toF. 'THE 1I1U1NG INiURER WILL. ENDeAVOR TO MAlL. ___ CAY$ WfUTTEN
NOT1C~ TO THE camFtCAIf. HOI.De-A. N,6,UED TOTHE lEFT, JUT F.u..URfTO DO so IHALI.
IMPOR: NO OBUGA'11ON OR I.IABlUTY OF ~'( KIND UI"ON THE 1N9URER,1T1 AG!NT$ OR
Rl!PAUEMTAllVES....--.. _/l
..""'RaE' ......-~TIVE- / "/. I
/ _,~ d/./,I-')..... ~
<--:::",- L/ "A<;QIID CORPORATION 1588
If': '..f''tV ~1,1l_81111;!.'1"'05 .1.;poI7/U~am" PFy1.0.1
CERTIFICAte HOLDER I - -I ADDmONAt.INISUREO;1N~RERU:TTER:
ACORO 25-5 (7/ll7l
lM: LPW v1.9,6 on 311.~' 12:011 by uwHilI1'O