HomeMy WebLinkAboutSPECIALTY ENVIRONMENTS CO., INC. 1City of Santa Ana
~ -~~-=-'d. Clerk of the Council
AGREEMENT TERMINATION FORM
00 0 7
COTC Office Use Only
t_'
Please complete this form when the attached agreement and all amendments (if any)
are no longer in effect. ~ _
Return form to the Clerk of the Council Office (M-30).
Call 647-2520 if you have any questions.
The agreement with ~ iL~,l ,` ' ~ ~I (~~%Y1Y~f' f I ~ ~ (~ G
~o, ~-~~- ~ 2~ was completed on ~~ ~~ and final Nayment has been made
(List all amendments. Use space below if needed.)
Department: ~~
PhonelExt.: X ~~~
Signature: ~.,~ _
Date: ~ ~1
Revised 07-22-09
iNSUR~NCE ON FILE N-2006-125
"!ORK M~~ PROCEED
,NTIL \NSUR~NCE EXPIRES
J- "1-;2007
'.ERK OF COUNCIL
-e: !-JlJ-~7 \ CONSULTANT AGREEMENT
(b);CPA//ld", (2')Clhn<l\ Mertqdoj . -
THIS AGREEMENT, madc and entered into this \ s t- day of '-:J 0 1\ J ,2006 by
and betwccn Specialty Environments Co., Inc., a California corporation ~
"Consultant"), and the City of Santa Ana, a charter city and municipal corporation organized and
existing undcr the Constitution and laws orllte State of California (hcrcinafter "City").
RECITALS
A. The City desites to retain a consultant having special skill and knowledge in the field of
landseape maintenance.
B. Consultant represents that Consultant is able and willing to provide such services to the
City.
C. In undcrtaking the petformancc of this Agreement, Consultant represents that it is
knowlcdgeahle 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
expcctcd rrom a professional consulting firm in the field.
NOW THEREFORE, in consideration urthe mutual and respective promises, and subject to the
terms and conditiuns hereinafter set forth, thc parties agree as follows:
J. SCOPE OF SERVICES
Consultant shall perform landscape maintenance service for downtown and the south and
north main parking lots, as set forth in Exhibit A to this Agreement.
2, COMPENSATION
a. City agrees to pay, and Consultant agrees to accept as total paymcnt for its services,
thc rates and charges identified in Exhibit A. Thc total sum to be expended under this
Agreement shall not excccd $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 sct forth in the Recitals
which may reasonably be expected by City.
3. TERM
This Agreement shall commence on the date first written above and tenninate on
December 31, 2006, unless terminated earlier in accordance with Scction 12, below. The term of
this Agreement may be extended upon a writing executed by the Deputy City Manager tor
Development Scrvices 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 cxercise discretion or control over the professional manner in which
Consultant pertorms the services which are the subject matter of this Agreement; however, the
services to be provided by Con,ultant 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 perlormance of work under this Agreement, Consultant shall
maintain and shall require its subcontractors, if any, to obtain and maintain insurance as
de,eribed below:
a. Commercial General Liability Insurance. Consultant shall maintain commercial
general liability insurance naming tbe 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
perlormance 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 uceurrence. Consultant shall supply City with a fully executed
additional insured endorsement in substantially the form attached hereto as Exhibit B upon
execution ofthi, 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 lor
owned, hircd 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 he insured against
liability for worker's compensation or to undertake self-insurance. Prior to commcncing tlte
performance oftlte work under this Agreement, Consultant agrees to ubtain and maintain any
employcr's liability insurance with limits not less than $1,000,000 per accident.
d. The following requirements apply to the insurance to be provided by Consultant
pursuant to this section:
2
(i) Consultant shall maintain all insurance required above in full lorce and
effcct for the entire period covered by this Agreement.
(ii) Certilicates of insurance shall be furnished to the City upon execution of
this Agreement and shall be approved in form by the City Attorncy.
(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 eflect Consultant's right to be paid for its
time and materials expended prior to notification oftcrmination. 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 hcalth, and claims for property damage, which may arise from thc
dircct 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
scction 1 of this Agreement. The Consultant further agrees to indemnifY, hold harmless, and pay
all costs for the defensc 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 lrom 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 contidential and/or proprietary, Consultant agrees
that it shall not use or disclose such information cxcept in the performance of this Agreement,
and further agrees to exercise the same degree of care it uses to protect its own information of
Iikc importance, but in no event less than reasonable care. "Contidentiallnlormation" shall
include all nonpublic information. Confidential inlormation includes not only written
information, but also information transferred orally, visually, electronically, or by other means.
Conlidential 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
3
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 infonnation 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 contlict in any manner with perfonnance 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 he 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
tclefacsimile (714) 647-6956
With courtesy copies to:
Community Development Agency
City of Santa Ana
20 Civic Center Plaza (M-25)
P.O. Box 1988
Santa Ana, California 92702
tclefacsimile (714) 647-6736
and
City Attorney
City of Santa Ana
20 Civic Center Plaza (M-29)
P.O. Box 1988
Santa Ana, California 92702
leletacsimile (714) 647-6515
To Consultant:
Specialty Environments Co., Inc.
2520 S. Broadway Street
Santa Ana, California 92707-3412
telefacsimile (714) 438-1005
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,
4
communication shall be effeclive 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 lorth on the transmission
report issued hy the transmitting lilcsimile 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, orai or written, between the parties. [n
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 purehase 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.
II. 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 ofthe 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. [n 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 ofthe City unless prohibited by law, and Consultant consents to the City's use thereof
lor 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.
5
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, seJection, 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 procceding 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 rcquired 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.
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 ofthis Agreement, and shall
indemnitY City fully, including reasonable costs and attorney's tees, for any injuries or damages to
City in the cvent 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 th is Agreement.
II
II
II
II
II
6
IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year
first above written.
RECOMMENDED FOR APPROVAL: SPECIALTY ENVIRONMENTS CO., INC.
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PATRICIAEHEALY /
Clerk of the Council
APPROVED AS TO FORM:
JOSEPH W. FLETCHER
City Attorney
J6\STEPHEN . HARDING
.U Deputy Ci Manager for
Development Services
CITY OF SANTA ANA
~,,~\tL.Co
GDAVIDN.REA l ,..
City Manager
7
EXHIBIT A
SCOPE OF SERVICES
All work will be in confonnance with our proposal and to the satisfaction of City of Santa Ana.
1. Emergency infonnation will be provided upon the award of the contract.
2. A written quality control report reflecting an assessment ofperfonnance and problems
will be available upon request.
3. Maintenance frequency will consist ofa 3 man crew onsite 3 days per week.
4. Soil Analysis - Soil and Plant Laboratory of Santa Ana will be used for any soil testing.
Laboratory costs will be the responsibility of the City of Santa Ana.
5. SPECIALTY ENVIRONMENTS is very conscious of the need for liability awareness.
City of Santa Ana will be kept abreast of any potential liabilities related to its landscape.
6. Technical expertise is an area we feel very confident in. Ongoing consultation for our
major accounts is provided by Stan Spading, a retirod University of California professor.
7. Irrigation system will be kept in full operating condition, providing full coverage.
Complete adjustments and repairs within one (l) watering period. Irrigation valves and
controllers generally are repaired by in house SPECIAl. TV ENVIRONMENTS
employees. Compensation for repairs due to vandalism or lines larger than I" shall be on
a time and materials basis and considered extra work. Shrub heads, risers,
mechan ical/oscillating heads and prop up heads will be charged on a material basis when
the work is perfonned as part of the regular service. General system maintenance
including checks, cleaning, programming and adjustments shall be included in the
contract price. Establish a watering program based on seasonal moisture requirements of
the landscape planting specific to the site. Program controller to accomplish cycles
between the hours of 8PM and 6AM. Where applicable, hand watering shall be done
using water wands, fine spray nozzles or similar devices to prevent damage to plants.
SPECIALTY ENVIRONMENTS will be sensitive to monitoring water usage and will
work to conserve water in an effort to minimize the cost of water. ALL SPECIALTY
ENVIRONMENTS supervisors have completed Irvine Ranch Water Districts Water
Management Program.
8. If problems arise with plant health on appearance fertilization will be adjusted as indicted
by soil analysis. This in conjunction with proven horticultural techniques, will provide
optimum plant growth and color. The cost of the fertilizer is included in the contract
price. The turf will be fertilized four (4) times a year and the planter areas will be
fertilized (3) times a year.
8
9. Weeding, Disease and Pest Control- SPECIALTY ENVIRONMENTS will provide
application of herbicides, insecticides and fungicides. We will continuously maintain all
planted areas through mechanical and chemical means. Ifan outside pest control service
is required, this service will be charged as an extra.
10. All lawns shall be mowed and edged weekly. All cuttings shall be promptly collected
and disposed of omite ifrequired. All sidewalks shall be cleared of grass cuttings. etc.
on the same day as mowing.
II. Trees shall be pruned annually to promote caliper, stability and natural character of the
tree within space limitations. SPECIALTY ENVIRONMENTS shall eliminate cross
branching, crotches, dead or damaged wood and conditions creating safety hazards. In
addition, thin crowns to prevent wind damage, cut to lateral or bud with no stubs and
paint cuts exceeding a I" diameter with an approved emulsion. SPECIALTY
ENVIRONMENTS shall prune evergreen trees as required, deciduous trees during
dormancy. Tree work below fifteen (/5) vertical feet included in the contract. Tree work
above fifteen (15) vertical feet will be charged as an extra. SPECIALTY
ENVIRONMENTS shall trim shrubs to retain natural character and encourage density in
accordance with the design intent.
12. SPECIALTY ENVIRONMENTS shall replace in size, kind and quantity all plant
materials damaged or destroyed during the maintenance operations due to negligence.
The size and character of trees and shrubs shall be equal to the plant at the time ofloss.
Where replacement relative to site is not feasible an alternative size and credit may be
accepted.
13. All of the walks will be blown off or vacuumed weekly. All drains will be kept clean and
functioning properly.
14. SPECIALTY ENVIRONMENTS is aWare of the impact that a well thought out color
program can have. Color will be installed upon request and billed as an extra.
15. The total cost for the landscape maintenance program which is to include tree trimming
will be $1,540.00 per month.
9
EXlllBIT B
ADDITIONAL INSURED ENDORSEMENT
FOR COMMERCIAL GENERAL LIABILITY POLICY
Insurance Company
This endorsemcnt modifics such insurancc as is afforded by the provisions of Policy
# relating to the following:
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 ofthe 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 ur organization as an insurcd 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 ofthe 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
10
01'09/2007 16:17 FAX
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PIKIDUCI;R I'l~....d. lfume InBura.nc"" ~eiU1ay THIS CERTIFICAIE IS ISSUED AS A MATTER OF INFORMATION
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SEF A'l''tAc:BED lillDITlONAla DrSTJRED :E:StlO&SEMENT
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20 CIVIC CENTER p~
3ANTA l\Nlt, CALIFORNIA 92701
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0109/2007 16:17 FAX
4:J 0113
COMMERCIAL GE'\'ERAL LIABILITY
CG20 10 1185
Policy Number; 3CR8279
In,ured: SPECL<\LTY ENVIRONMENTAL CO., 11'OC.
THIS ENDORSEM&'UCtlANGES THE POLICY. PLEASE READ CAREJi'ILlX
ADDITIONAL INSURED - OWi'iERS, LESSEES OR em/TRACTORS-
(FORM B)
This endorsement modifies msurance provided under the following
COMMERCL4L GENtRAL LIABILITY COVERAGI!: PART
SCHEDULE
Name of Person or Organization:
THE CITY OF SANTA ANA
20 CIVIC CENTER PLAZA
SANTA ANA, CA 92701
R~: Projert Na.mdDc~iI;:ription;
(If.no entry appears above. infonmttion required to complete thj~ endorsement wiJI be ShOV\ll in
the Dec1Ma.r.ions as applicable to thig endorsement).
WHO rs AN IN'SURED (Section II) is lUlll;ndro. to include as an Insured the person or
organiz.a.lioll shown in the Schedule., but only with respect to liability arising our of 'ynur work'
for that insured by Or for you
With respect to the Insurance afforded by the Additional insured Ewlorsement issued to the
person or organization sho\\iu in the Schedule abovt:, the following additional provision applies:
The insurance afforded by this endorsement is primary insurance and we \vilJ not se:ek
contribution from any other in.<mrancc available to you unless the other insur.ulcc is
provided by a 'contractor' other than the Name Insured shown in thG Dcdarations for the
same operation and job location dCSlgnatt::d in the Schtdl..ilc.
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CHECKLIST FOR PROCESSING AG~EtEMENTS AND~MENDMENTS
,
TO: CLERK OF THE COUNCIL OFFICE
FROM: DEPT.:LD A J Art (''''\1 '1
CONTACT PERSON:/}6:( rf'/ I rfY'~( /:/ r/.r)
MAIL STOP:
as
EXT.:
THE FOllOWING ITEMS SHOULD BE PROVIDED IN REQUESTING PROCESSING OF AGREEMENTS FOR THE CITY:
AGREEMENT NUMBER (if amendment): A I N
AMENDMENT NUMBER (if applicable): 0 1ST
COUNCIL APPROVAL DATE N! A
o 2ND
o 3"D
o
AMOUNT:
NAME OF CONSULTANT:
TERM OF AGREEMENT: EFFECTIVE DATE:
DOVER $10,000
C
1\UN~~~,OOO ,
TERMINATION DATE:JcJ .-3 l- Q(c)
INSURANCE REQUIRED: 0 NO
DYES Ifyes,)( ATTACHED 0 IN PROGRESS
o AUTO 0 CGL (Commercial General Liability)
o PROFESSIONAL LIABILITY 0 WORKERS COMPENSATION
(INS. APPROVAL REQUIRED BY CAO PRIOR TO SUBMITTING TO COTC)
SIGNATURES REQUIRED:
o VENDOR
D CITY ATTORNEY
o
D
AGENCY (UNDER $10,000)
OTHER
COMMENTS:
FOR CLERK OFFICE USE ONLY:
rlY// PROCESS
o
DO NOT PROCESS
o MISSING SIGNATURES
o NEEDS COUNCIL APPROVAL
o OTHER
ADDITIONAL REMARKS: