HomeMy WebLinkAboutM.D. TEDESCO 1 - 2000
"
,
t: el./
dONSULTANT AGREEMENT
~
THIS AGREEMENT, made and entered into this 21 day of ~.eP'$M~ooo by
and between M.D. Tedesco Consulting Co., a California corporation (hereihafter "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").
7/ ",oj {}"~
(./ -I r~()1
N-2001-183
02-
RECITALS
A. The City desires to retain a consultant having special skill and knowledge in the field of
space utilization.
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 tbis
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. COMPENSATION
a. City agrees to pay, and Consultant agrees to accept as total payment for its services,
the rates and charges identified in Exbibit 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.
3. TERM
This Agreement shall commence on the date first written above and terminate on June 30,
2002, 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 Finance
and Management Services Agency and the City Attorney.
4. INDEPENDENT CONTRACTOR
Consultant shall, during the entire term ofthis 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, agents, volunteers, and employees 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$I,OOO,OOO 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. 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.
2
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 shaH have the right, at the City's election, to forthwith
terminate this Agreement. Such termination shall not affect 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 indemnity the City for any work performed prior to approval
of insurance by the City.
6. INDEMNIFICATION
Consultant agrees to and shall indemnity and hold harmless the City, its officers, agents,
employees, consultants, special counsel, and representatives from liability: (I) 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 ofthe 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; 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 Consultant further agrees to indemnity, 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.
7. 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
3
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 oflaw; or (e) is independently developed by the Consultant without
reference to information disclosed by the City.
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 ofthe 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 Finance and Management Services Agency
City of Santa Ana
20 Civic Center Plaza (M-II)
Santa Ana, California 92702
telefacsimile (714) 647-5400
and,
City Attorney
4
City of Santa Ana
20 Civic Center Plaza (M-29)
P.O. Box 1988
Santa Ana, California 92702
telefacsimile (714) 647-6515
To Consultant:
Michael D. Tedesco
18264 Mt. Stewart Circle
Fountain Valley, CA 92708
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, that 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 perfonned by City personnel or by other consultants retained by City.
5
. ,
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,
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.
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 and all questions relating to its validity, interpretation, performance, and
enforcement shall be govermnent 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 connection with or by reason of this Agreement.
15. PROFESSIONAL LICENSES
Consultant shall, throughout the term ofthis 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 govermnental 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 ofthis
Agreement.
16. MISCELLANEOUS PROVISIONS
6
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 irUuries 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 shaH be incorporated as if fully set
forth in the body of this Agreement.
7
IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year
first above written.
ATTEST:
CITY OF SANTA ANA
APPROVED AS TO FORM:
J~TCHER
City
L ~
By:
Cristine 1. Shaw
Assistant City Attorney
RECOMMENDED FOR APPROVAL:
CONSULTANT
;$~c!f3~~
,/ Michael1l:idesco
Principal Designer
555-66-7936
lama
Executive D. ector of
Finance & anagement Services
Agency
8
. :'.
September 1, 2001
Mr Roderick Coloma
Executive Director
Finance & management Services
Mr. Mario Ghizzi
Building Maintenance Superintendent
City of Santa Ana
Santa Ana, Calif 92702
Gentlemen,
Per your request, I am providing a description of facilities space planning
and design services provided by M.D. Tedesco Consulting. The following
brief description of services and compensation should provide an adequate
summary for your financial forecasting purposes.
M. D. Tedesco Consulting will provide conceptual, preliminary and final
design services in accordance with the specific requirements as provided by
the client. To accomplish these goals and objectives, the following specific
activities are included in a typical project scope of work:
· Initial conferences with client organizations on site to discuss objectives,
physical facility requirements, operational relationships, organizational
improvements, and any other client concerns for physical facility
improvements;
· Research and evaluation of stated needs and requests expressed in initial
conferences to determine realistic design solutions and possible
guidelines;
· Architectural programming of client facility space, work flows,
organizational relationships and interdepartmental adjacencies as
required;
· Facilities space standards and guidelines as required;
· Conceptual and preliminary design recommendations presented as
necessary to Management, involved organizations, groups and/or
individuals as required by the client;
EXHIB\T ~ 1
'Ii...to.l'" _
". .
· Research, evaluation and recommendation of appropriate building
materials, products, furniture, equipment and finishes necessmy to
accomplish client objectives;
· Presentation drawings, consisting of conceptual drawings, preliminmy
drawings and illustrations, sample exhibit boards, material sample
exhibits and photographs necessary to the client for review and
evaluation of proposed facility modifications;
· Floor plans (existing and proposed), demolition plans, elevation details,
dimensions, notes and specifications, schematic electrical and
communication plans appropriate for client evaluation of project scope,
financial & budget forecasting, and project schedule planning;
· Conceptual cost estimates of probable project construction costs;
· Logistical and sequence planning for evacuation, demolition,
construction, and reoccupancy of organizational assigned space;
· Planning and coordination for personnel relocations related to the
project;
· Coordination with City of Santa Ana agencies to review proposed
remodel and relocation plans for compliance with all codes and
regulations;
· Project design meetings as required.
Note: It is not the intention of M.D. Tedesco Consulting to provide actual
construction drawings and documentation or to conflict in any manner with
the Department of Public Works domain for facility design, construction
drawings packages, specifications and construction project management.
This policy extends to any architectural firms or services contracted to the
City for design and construction services.
Therefore, it is understood that if the client makes the internal decision that
the project Scope of work is not appropriate for the Department of Public
Works to provide such construction drawings, M.D. Tedesco Consulting
will provide only limited remodel drawings and specifications for minor
construction modifications for the convenience of the Building Maintenance
Department.
2
General tezms and Conditions
In consideration of our professional design services as outlined in this
general description of services, all time, including travel hours, spent on the
project will be billed at the rate of $65.00 per hour.
Reimbursable Expenses
· The following expenses will be billed at actual cost plus 10%:
· Reproduction, reprographics and blueprinting (diazo) services;
· Photographic services, digital and film-based processing.
· Computer services in-house or subcontracted out;
· Travel expenses necessary for the execution of the project, including
highway mileage at the rate of $.40 per mile;
· Postage and delivery charges provided by an outside supplier delivery
agent;
· Other expenses directly attributable to the project.
I am pleased with the prospect of continuing to provide facility planning and
design services for the City of Santa Ana, and hope that this summary will
clarify the nature of design services I can provide as your outsource facilities
specialist.
Sincerely,
Michael D. Tedesco
M. D.Tedesco Consulting
Facilities Space Planning and Design
~
3
CERTIFICA TE OF INSURANCE
Named Insured:
Page 1 of 1
MD Tedesco Camoany Consulting
18264 Mt Stewart Circle
Fountain Va/jey, CA 92708-6444
Public Entity:
':ily of Santa Ana
Attn: Jeff Stevens
20 CiVic Center Plaza
PO Box 1988
Santa Ana. CA 92702
Certificate Term
02/20/2001 to 02/20/2002
Certificate #
SA99.00004
Coverage SPARTA INSURANCE PROGRAM: Commercial General liability _ Hazard: I [x] IA [J II f 1 IIA r ] III r ]
Contract No: N/A
Contrad Value: S 30,000
Coverage Period: Annual
Insurance Carrier: Essex Insorance Company
Master Policy Number. 3CD5587
Master Policy Effective Date: 11/15/99 to Expiration
Limits $2,000,000 General AggregateI51,000,000 each occurrence/51 ,000.000 Products/Completed Operations/$l,OOO,OOO Personal &
Advertising Injury/SSO,OOO Fire Damage/Medical Payments Excluded
Deductibles 5500 BI & PD Per Claimant InCluding Loss Adjustment Expense
S 750.DO Premium
50.00 Certificate Fee (Fully Earned)
22.50 State Tax - 3.0%
2.63 Stamp Fee - 0.350%
S 82S.13Tota/Premium
Tenns and Conditions
1.No Cancellations Allowed.
2.0perations and Rating Based: Consultant-Space planning & design archltectual design service. NO DEMOLITION OR BUILDING SANTA ANA ONLY
3.Contractual on a Limited Form. NO PROFESSIONAL LIABILITY COVERAGE PROVIDED.
4.Additionallnsured(s):
5.Department:
Exclusions
Per the Master Policy, a copy IS available by written request to' MunicIPality Insurance Services. Inc, 1920 E 17th St Suite #130, Santa
Ana, CA 92705.
The Insurance afforded under the specified pOlicy above is subject to all the terms. conditions and excluSions of such policy. (A copy of the policy is available
upon written request.)
This coverage applies only to the contractor,vendor or eVent noted above and does not extend to any other activities or work performed by the holder.
MUNICIPALITY INSURANCE SERVICES, INC., should be nOlified at once of any claim af/slng from your operation. Call 1-800-420-0555 and a claims
representative will assist you in the reporting process.
Coverage IS primary and not contributing with any insurance maintained by the above public entltY.The limits of insurance apply separately to each
contractor,vendor or eVent insured by this pOlicy as if a separate pOlicy of insurance had been issued for that contractor,vendor or evenL If more than one
Named Insured is insured for anyone contractor,vendor or event it will not increase the tOlallimits of liability available for that contractor,vendor Or event
-
,ue\s\s5'lt
^~\~ +
/:.aUlO\\'<f "3~
)\~\:l~~_-
a:!1\O'c1ddV
t\'iQ.l Qa. gV
"",r,:
fOR- '
AS TO -
}\pPBOVf:D ( ~
~ 2- __~
':::-- -'s~ 0 -(o~
\.\SA 1'.',' . I\\tOrt""
'stant C'W
""s\
d~c#~
MUNICIPALITY INS, SERV., INC.
1920 E, 17th STREET
STE.#130
SANTA ANA, CA 92705
M illiicip ality
Insurance Services
MD Tedesco Company Consulting
18264 Mt Stewart Circle
Fountain Valley, CA 92708-6444
We are able to offer the followln9 terms which are valid for 30 days
FILE # 4180A
02/14/2001
New Business
Page 1 of 1
Coverage SPARTA INSURANCE PROGRAM: CommercIal General liability _ Hazard! [x) IA [ ] II [ J IIA [ J II! [ ]
Contract No: NIA
Contract Value: S 30,000
Coverage Period: Annual
Insurance Carrier: Essex Insurance Company
Master Policy Nur:nber: 3CD5587
Master Policy Effective Date: 11/15/99 to Expiration
Limits S2.000.000 General Aggregate/$l,OOO,OOO each Occurrence/S1.000.000 Products/Completed OperatlonslS1 ,000.000 Personal &
Advertising InjuryJS50,OOO Fire Damage/Medical Payments ExclUded
Deductibles S500 BI & PD Per Claimant Including Loss Adjustmant Expense
$ 750,00 Premium (Fully Earned)
50.00 Certificate Fee (Fully Earned)
22.50 State Tax - 3.0%
2.63 Stamp Fee ~ 0.350%
$ 825.13
Terms and Conditions
1.No Cancellations Allowed.
2.0peratlons and Rating Based: ConsUltant_Space planning & design architectual design service.NO DEMOLITION OR BUilDING SANTA ANA ONLY.
3.Contractual on a Limited Form. NO PROFESSIONAL LIABILITY COVERAGE PROVIDED.
4.AdditionaJ lnsured(s):
5.Departrnent
Exclusions Per the Master Policy, a copy is avajlable by written request to: Municipality Insurance Services, Inc., 1920 E
17th St Suite #130, Santa Ana, CA 92705.
The Insurance afforded under the specified policy above is subject to all the terms, condItions and exclusions of such policy. (A copy of the pollcy is aval/able
Upon written request.)
This coverage applies only to the contractor or event noted above and does not extend to any other actIvities or work performed by the holder.
Public Entity City of Santa Ana
Altn: Jeff Stevens
20 Civic Center Plaza
PO Box 1988
//: / ~anta ~:X;:/
/~~M./!7.r: ~4
Signed arid Accepted by the insured
NEED THE FOLLOWING TO BIND:
Date
";\'1
VOl'"~
, ~'O
:>.Ip'\) ht> -,.rl~:7L
}\P!'1\0 , l- J;;J;J.Z.>-
~S10\\C\<. 0
IS"- f_,. p,\\O\fI-Y
\- fI\ eM
p.ss\S\3
IC(~~/
> A copy of this Quotation and a money order or cashiers check (Payable to Municipality Ins. Services) in the amount of
Best Regards, Carol Frost
$ 825.13
;:'~-'"-":':.::.:i":''-'_.;';:.t.':'::':'",";~',,~...:.,..., ':::.'.r:.:;:""~"-":~~~':'~,~'.:"~,!:_ -l'::.,>:!':..,~.'l:7.:_-';~-'~:~~~:;.cr:;-_~~::.:,;".~.:c;;'_'>;~"~_':!c:~
(714) 550-5040 (800) 420-0555
License No. OC04849
;.:c:;.z.~~sr.:;-:".l"::;"~~::=_""~ '-~:~';:':~:-<::'~-:::;~".::'c_ ZO';':.'.!. .
Fax (714) 550-5044
.-:.
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 Ana, 20 Civic Center Plaza, Santa Ana, California 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 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
9
--