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HomeMy WebLinkAboutREYNOLDS GROUP 1 -2002 INSURII.NcE ON FILE WORK MAY PROCEED UNTILINSURII.NCE EXPIRES ~/~/7 00 3 CLERK OF. COUNCIL DII.TEl .\..; 'oJ A-2002-089 STANDARD CONSULTANT AGREEMENT THIS AGREEMENT, made and entered into this 3 I 01 day of June, 2002 by and between The Reynolds Group, 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 of soil sampling and analyzing of underground tanks located at fire stations 2,5,7,8 and 10. In addition, perform work as recommended by the California Regional Water Quality Control Board. 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. 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 $15,000.00 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 Agreement shall commence on the date first written above and terminate on March I 2003, unless terminated earlier in accordance with Section 12, below. The term of this Agreement may be extended upon a writing executed by the Fire Chief and the City Attorney. 1 \...- -...I 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$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 ofthe 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 \"., 'wi 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 oftermination. 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: (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 ofthe 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 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 indemnify, 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 \...- -....I 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 ofthe 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. 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, California 92702-1988 telefacsimile (714) 647-6956 With courtesy copies to: Fire Chief City of Santa Ana 1439 S. Broadway (M-80) Santa Ana, California 92702 telefacsimile (714) 647-5779 4 \..- ...,; and, City Attorney City of Santa Ana 20 Civic Center Plaza (M-29) P.O. Box 1988 Santa Ana, California 92702 telefacsirnile (714) 647-6515 To Consultant: The Reynolds Group 250 EI Camino Real #204 Tustin, California 92780-3655 telefacsimile (714) 730-6476 Attn: Frank Edward Reynolds, Jr. A party may change its address by giving notice in writing to the other party. Thereafter, any notice, tender, demand, delivery, or other communication shaH 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 shaH be excluded. 10. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Consultant, and supersedes any and aH 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 shaH 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, shaH 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. 5 '-' "" 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, 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 government 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 ofthis 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 ofthe services 6 \w .-...J 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 ofthe 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. ~"0 ./' ~ .... ATRICIA E. HEALY Clerk ofthe Council ATTEST: APPROVED AS TO FORM: JOSEPH W. FLETCHER City Attorney ) . By: ,~'- ~ LISA STORCK Assistant City Attorney RECOMMENDED FOR APPROVAL: !MWtC-~ ~ CONSULTANT TH REYNOLDS a ifo cor 'I rank Edward R ynolds, Civil Engineer The Reynolds Group Marc Martin Fire Chief Fire Department City of Santa Ana 33-0331823 Employer ill # or Individual SS # 7 ~5-14-2002 02:39PM . ... . ... --- I I Phone 71 V3\) 5397 E....,.;I,~...r.._ \..; 2002 RATE SCHEDULE ..."I P,..t.lISional Senrices: , l~ WiIness and Court Work Regitwed CiVIl engineer e.nlomicl Asbestos Consultanl (CAe) en~ Cal~ia Sb SlJrveillence Teehnidan (SST) FielI1 EnglnetrlFJtld GeoIOgI$l Drdsmsn C1erkal Sllpporl I $/hOUr S2!O $125 $110 S&5 575 $75 S50 S45 SoilIPnlbins Fees: I PRll:!e R~ (per e hour day) . MobiliZatiOn (to S81\18 Ana per lrip) ~bIe FIeld Items (Job specllk:lper day) $1.350 $100 $75 . . AdtUu-l F_: , ~ Ser\Ik:elI , . ~ Copje. I I La~Anay",: , TPH C.-C.. iP~ gesollne TPI1 diesel B2a(lB BTEX. oxygenates ll280B FuN Scan . ~IlI\,lS20'lIo $0.46 per mh SO.11 per page SfNMllle 572.00 $46.00 i4l>.oo '7'2.00 1115.00 as o!01101102 flO Box 19%, Tlllnn. california 927&1.19\>6 250 S e"",ino Ileal, Soil<: 20<1. Tu,lin, Calmi" 9278o-J656 EXHIBIT A P.01 fo>< 714 730 6476 weh ItUlI: N)'fl~I~1 "oup.l;tlm " ~ \ jj l"-'h j L.,... L-jj.....Wli.-J. j j JI\4~Vl\r\i't '. .""'..... " ~ , , '-' '- I'~IA ( "::0 U..;. 1 BLAKE P. SANBORN INSURANCE THIS CERTlFICA TE IS ISSUED MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON T CERTIFICATE HOLDER. THIS CERTIFICATE 16264 WHITTIER BLVD, DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE WHITTIER CA 90603 POLICIES BELOW. PHONE: 562-943-7174 FAX: 562-947-7957 COMPANIES AFFORDING COVERAGE Agency LiC#: 0072770 INSURED COMPANY A: EVANSTON INSURANCE COMPANY THE REYNOLDS GROUP 7fJO'). ,oil . COMPANY B: MERCURY CASUALTY COMPANY 250 EL CAMINO REAL, #204 ,n TUSTIN CA 92680 COMPANY C COMPANY 0: 1\--- -- -- - 'COMPANY E: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABove FOR THE POLICY PERIOD INDICATED, NOTVVITHSTANCING ANY REOUIREMENT. TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT 'MTH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN. THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS INSR TYPE OF INSURANCE POLICY NUMBER POLICY EFFECTIVE POLICY EXPIRATION LIMITS 'TO DATE1MWOO/'l'Yl DATE lMMlOOIVY) GENERAL LIABILITY 02PKG00560 FEB 18 02 FEB 18 03 EACH OCCURRENCE , 3,000,000 X COMMERCIAL GENERAL LIABILITY FIRE DAMAGE (Any One Fire) S 50,000 CLAIMS MADE X OCCUR MED. EXP (My One Person) , 5,000 A PERSONAL & AOV INJURY , 3,000,000 - . GENERAL AGGREGATE , 3,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS-COMP/OP AGG , 3,000,000 -- - --- -.- > , POLICY PROJECT , LOC AUTOMOBILE LIABILITY AC11024749 MAY 16 02 MAY 1603 COMBINED SINGLE LIMIT ,(Eaaccidem) , 1,000,000 ANY AUTO ALL OWNED AUTOS BODILY INJURY (Per person} , B X SCHEDULED AUTOS X Ht~ED AUTOS BODILY INJURY S X NON-OWNED AUTOS (Per aCCident) PROPERTY DAMAGE , GARAGE LIABILITY AUTO ONLY- EA ACCIDENT S ANY AUTO OTHER THAN EA ACC S AUTO ONLY AGG S EXCESS lIABILITY EACH OCCURRENCE I OCCUR CLAIMS MADE AGGREGATE , S DEDUCTIBLE , RETENTION , S WORKERS COMPENSATION AND WCSTATU- OTHER EMPLOYERS' LIABILITY TORY LIMITS El EACH ACCIDENT , E L DISEASE-EA EMPLOYEE S EL DISEASE.POLICY LIMIT S A ~Irs~~~y 02PKG00560 FEB 18 02 FEB 18 03 LIMIT: $3,000,000 EACH OCCURRENCE DEDUCTIBLE: $10,000 EACH CLAIM CONTRACTORS POLLUTION LIABILITY LIMITS: $3,00,000 EACH OCCURRENCE DESCRIPTION OF OPERATIONS/LOCATIONSNEHICLES/SPECIAL ITEMS CERTIFICA TA.~9.L~,'t} I;' titrER~St~'l9(),fNAL I INSURED AS RESPECTS GENERAL LIABILITY COVERAGE. ~~;jl~. : DCDU1't l,." '\ttornev' CERTIFICATE HOLDER X ADDITIONAL INSURED: INSURER LETTER: CITY OF SANTA AN FIRE DEPARTMENT 1439 SOUTH BROADWAY SANTA ANA, CA 92707 CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORI: THE EXPIRATION DATE THEREOF THE ISSUING COMPANY WILL ENDEAVOR TO MAil 1_ DAYS VVRITTEN NOTICE TO THE CERTIFICATE HOLDER NM1ED TO THE lEFT RUT FAILURE TO DO SO SHALL IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON fi Il INSURER, IT,'S AG NTS OR ESENTATIVES Certificate # Steve Pickell Attention: ROBERTA BRIONES ACORD 25-S (7/97) 4268 May-16-02 04:2BP P.03 '-' ...,; SP STATE po. BOX 8()7, SAN FRANCISCO,CA 94101-0l!lO7 C;OM...NSATION INSUAAN'CS FU N D CERTIFICATE QF ,WORKERS' COMPENSATION INSURANCE ISSUE DATE: 05-01-02 POl.lCY NUMBER lIuns - 02 CERTIFICATE EXPIRES. 015-01-03 THE CITY OF SANTA ANA ATTN KATIE MONTGOMERY 20 CIVIC CENTER PLAZA SANTA ANA CA 92701 This it to c;:ertlfy thlt wtI ha.... i,.ued , vllid Worker~' ComPtinHtion insurance polic;v 11"1 I form appravf,!d by the Califorhi.. In,ur"'C8 Commi$sioner 10 the employer r"Iam.cI below Tor th_ poli~y period indicated. Thi$ policy is. not subjllllc:l to Cill1cellation by the Fl,Ind except upon 30 dolY$' ~vance written noli!;:e 1'0 lhe employer. We will also give YOlJ 30 diVS' advlnce notie9 shQLIld UlIl ~oHey b. eane.U.d prior 10 its norl'i"\al explr.ation, This: cer1ifie,ate of ,..lns...,.~"ce is not., in$ur..ce poHey ...d do... not ."t1n~ extend or aller Lhe cO\terl~e .ffora.,d by tne pali(!iH /istt;l!d herein. NotwithstmdinQ .,y r~l"Iirement term. or condition af ..n~ ocnlrac:l or other doCUMent With respect toO which lhl$ ce}tificl'hl of': inlwrance ~av be issued or I'N'y perulI"_ tn. in.urance aHorded by the. policies dHcrlbed htlH"ein 1.$ SlJbject to aU 1;ho t.ms, exclus.ionl and condition&. of such polieie'S. Yd~ '~SIDENT E"LOYEIlI ' $., LIABILITY LIIIIT INCLUDINci II!~!NSE COSTS, $1,000.000.00 PEIlIOcaJRREtCE. ENDOR$EIIENT, ofa0ll5 ENTITLED Cl!RTlFICATE HlILD1Il1S' IllOTICI! EFfECTIVe 01/01/02 IS AtTACHED TO AND fOR115 A PARt Or'THJ5 POLiCY., APPROVED /"I.:' l'd ; OR1"j EMPlOYER LtGAL NAIll ~ THE'REvNOLDS GROUP 250 EL CAlli NO REAL ;STE 204 TUSTIN CA 92780 THE UYNlILDS laIIOUP (A CORP. ) PRtNTE1Q; ~-!7'02 P0410 ..I~II"''''JjJjl.(I..;''J.'IIlWl.:I..I_:l.t_..:tt'I:I''U'n..~--=[.l.I'.. .1 -._.----.b. , '-" .....", EXHIBIT B ADDITIONAL INSURED ENDORSEMENT FOR COMMERCIAL GENERAL LIABILITY POLICY Insurance Company E.vA-I')S,OVl '1nSl..l~ c..(. Coj/llfr~ ( This endorsement modifies such insurance as is afforded by the provisions of Policy # 02.. ? V\b DC') C;-4>O 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 ofliability. 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 reduccd 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 # Issl)ed to :)t.. \, Y Of, .).002- . this endorsement form as a part of Ol. Pv<.bOO.,"D ~." p.. rOO"''' .OO!i'''';,d 1::# L?) I I I. Countersigned by ~ Authorized Representative 8 A:T:~C~L'; AS TO FO;