HomeMy WebLinkAboutJOHNSON & VERCLIFF, LLC 2 -2009Ift§URkNC@ ON FILE
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UNTIL IiVSURpNCE EXPIRES
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CtER1t OF COUNCIL
DATE: 2-z~ c7°i
AGREEMENT FOR GRANT
CONSULTANT SERVICES
N-2009-011
I~r~~e P~, ~ ~<l, ° ~ ` ~fo T'HIS AGREEMENT, made and entered into this I s` day of February, 2009 by and
between the Johnson & Vercliff, LLC (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
transportation grant writing, to prepare a grant application for OCTA Project T
funds.
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 incompliance with such standards as
may reasonably be expected from a professional consuhing firm in the field.
NOW THEREFORE, in consideration of the mutual and respective promises, and
subject to the terms and conditions hereinaf9er set forth, the parties agree as follows:
1. SCOPE OF SERVICES
Consultant shall research and develop the necessary application package to seek
Project T funding from the OCTA "Go Local" program, as set forth in Exhibit A,
attached hereto and incorporated by this reference. "Phis funding is available to develop a
master plan for Metrolink gateways such as the Santa Ana Regional Transportation
Center, including analysis of surrounding land uses and infrastructure.
2. COMPENSATION
a. City agrees to pay, and Consultant agrees to accept as total payment for its
services, an hourly rate of $235.00. The total sum to be expended under this Agreement
shall not exceed Ten Thousand Dollars ($10,000.00) during the teen of this Agreement.
b. Payment by City shall be made within thirty (30) days following receipt of
proper invoice evidencing work perfarmed, 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, 2009, 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 Public Works Agency and the City Attorney.
4. INDEPENDENT CONTRACTOR
Consultant shall, during the entire term of this Agreement, be construed to be an
independent contractor and not an employee of the City. This Agreement is not intended
nor shall it be construed to create an employer-employee relationship, a joint venture
relationship, or to allow the City to exercise discretion or control over the professional
manner in which Consultant performs the services which are the subject matter of this
Agreement; however, the services to be provided by Consultant shall be provided in a
manner consistent with all applicable standards and regulations governing such services.
Consultant shall pay all salaries and wages, employer's social security taxes, unemployment
insurance and similar taxes relating to employees and shall be responsible for all applicable
withholding taxes.
5. INSURANCE
Prior to undertaking performance of work under this Agreement, Consultant shall
maintain and shall require its subcontractors, if any, to obtain and maintain insurance as
described below:
a. Commercial General Liability Insurance. Consultant shall maintain
commercial general liability insurance naming the City, its officers, employees, agents,
volunteers and representatives as additional insureds) 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.
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. 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.
6. INDEMNIFICATION
Consultant agrees to and shall indemnify and hold harmless the City, its officers,
agents, employees, consultants, special counsel, and representatives from liability: (l) 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 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 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 ofnon-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, Califomia 92702-1988
telefacsimile (714) 647-6956
With courtesy copies to:
Executive Director
Public Works Agency
City of Santa Ana
20 Civic Center Plaza (M-21)
P.O. Box 1988
Santa Ana, California 92702-1988
telefacsimile (714) 647-5622
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:
Johnson & Vercliff, LLC
Post Office Box 501
Seal Beach, CA 90740
Phone: 714.732-8100
Attn: Gary E. Johnson
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. [f 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.
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 aze inconsistent with, or in addition to, the terms
and conditions hereof, shall not bind or obligate Consultant nor the City. Each party to
this Agreement acknowledges that no representations, inducements, promises or
agreements, orally or otherwise, have been made by any party, or anyone acting on behalf
of any party, which are not embodied herein.
11. ASSIGNMENT
Inasmuch as this Agreement is intended to secure the specialized services of
Consultant, Consultant may not assign, transfer, delegate, or subcontract any interest
herein without the prior written consent of the City and any such assignment, transfer,
delegation or subcontract without the City's prior written consent shall be considered null
and void. Nothing in this Agreement shall be construed to limit the City's ability to have
any of the services which are the subject to this Agreement performed by City personnel
or by other consultants retained by City.
12. TERMINATION
This Agreement may be terminated by the City upon thirty (30) days written
notice of termination. In such event, Consultant shall be entitled to receive and the City
shall pay Consultant compensation for all services performed by Consultant prior to receipt
of such notice oftermination, 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 standazd of
performance specified in the Recitals of this Agreement.
l3. DISCRIMINATION
Consultant shall not discriminate because of race, color, creed, religion, sex,
marital status, sexual orientation, age, national origin, ancestry, or disability, as defined
and prohibited by applicable law, in the recruitment, selection, training, utilization,
promotion, termination or other employment related activities. Consultant affirms that it
is an equal opportunity employer and shall comply with all applicable federal, state and
local laws and regulations.
14. JURISDICTION -VENUE
This Agreement has been executed and delivered in the State of California and the
validity, interpretation, performance, and enforcement of any of the clauses of this
Agreement shall be determined and governed by the laws of the State of California. Both
parties further agree that Orange County, California, shall be the venue for any action or
proceeding that may be brought or arise out of, in connection with or by reason of this
Agreement.
15. PROFESSIONAL LICENSES
Consultant shall, throughout the term of this Agrnement, 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 wrifing 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
Each undersigned represents and warrants that its signature hereinbelow has the
power, authority and right to bind their respective parties to each of the terms of this
Agreement, and shall indemnify City fully, including reasonable costs and attorney's fees,
for any injuries or damages to City in the event that such authority or power is not, in fact,
held by the signatory or is withdrawn.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and
year first above written.
ATTEST:
~~
PATRICIA E. HEALY
Clerk of the Council
APPROVED AS TO FORM:
JOSEPH W.FLETCHER
City Attorney
/ ~: /
By:~~~~c~ ~r~t~
Lads Sheedy
Assistant City Attorn
RECOMMENDED FOR
ES G. ROSS
ecutive Director
ublic Works Agency
City of Santa Ana
CITY OF SANTA ANA:
C~~1~r
DAVID N. REAM
City Manager
AL: JOHNSON & VERCLIFF, LLC
Tax ID # '~/Go- f3(~v7o8~
EXHIBIT A
FEBRUARY ]-16
In collaboration with Cindy Krebs Consulting, Inc. (contracting separately with the City
of Santa Ana) develop draft information for the funding application. Deliverables
include:
Project Description CKC
Financial details JV
Technical attributes CKC
Project development and implementation schedule JV
High-speed rail ridership projections CKC
City Council resolution (city staff) CITY
Lease/cost sharing agreements (if applicable) CITY
Project documentation (prior work/approvals) CITY
Request for Proposals/scope of work JV
FEBRUARY 16-18
Review and comment on draft documents by City staff.
FEBRUARY l9
Finalize documents.
FEBRUARY 20
Complete application delivered to the Orange County Transportation Authority (OCTA)
FEBRUARY 20-MARCH 31
Meet with OCTA and City staff as necessary as application is being reviewed and
considered by OCTA.
Develop additional documentation as requested to support the application.
gCQB!?ti CERTIFICATE OF LIABILITY INSURANCE
PRIM ZNSORANCE SERVICES, INC. L'w" '"N°
HOLDER TH
9891 IRVINE CENTER DRIVE $160 ALTER THE
IRVINE, CA 92618-4319
QATE (LLMlDdYYYY)
UPON THE CERTiFlC
NOT AMEND, EXTEND
BY THE POLfCIFS BEJ
-- -- JOHNSON & VERCLIFE, LLC. wsuRERN
weuRER B:
120 THIRD ST INSURER c
SEAL BEACH, CA 90740 wB-RER a
- INSURER E:
C[SVFYERFC
THE POUgEB OF INSURANCE llerEp SELOW RAVE BEEN 188UEOT0 THE INSURED L4MAED ABOVE FOR THE PDUC PERgp wgC
TE
A
0. NO
ANY REpUIREMENL, TERM OR CONOITON OF ANY COMRACI' OR O'fFER COCUNENT LVIi11 RESPECT TO
RCH PMTHSTANOING
PA
THIS CERTIFIGTE M
MAY PERTAI
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T AY SE ISSUED OR
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NBURANCE AFFOpOFD BY THE PCII.IGEBnaa.wv, HEREw ISBUBJECT TOALLTHETEfA18, E%CLUBN)NS ANO CONp nONB OF SUCI{
FWGES. AGGREGATE LIMITS SMONw MAY NAVE BEEN REpICEO BY PAID CWMB.
TYPE OF IN&1MNCE POLICY NUMBER ~~~~~r'TIVE ~~ RAnON UMli S
GENERAL LUBILITY
EACH OCCURRENCE 3
COMMERGAL GENERAL LIABILITY >~+ OAEf
PREMISES (Ea arurenee 3
CWMSMAOE ~IOCCUR
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A X 72SBMIA4897 05/14/08 05/14/09 PERBONALBAWINAIRV 3
GENERAL N;GREOATE i
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PR6 PROCUCTB-COMP10P A06 3
POLICY JECT LOC
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COMBINm SINGLE LIMfT
ANYAUfO (Ea emeMlq i
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CHEWLEO AUTOS ~ (Per peoonJ
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FAIPLOYERS' LWBILITY TORY LIMITS ER
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OTHER
OESCPoPTION OF OPERATIONS / LOCATR)NB lYEHClES /E%CLVSION8 AOOEO BYENOORSFMENT ! 6PEGAL PRO41gIONS
econerreTF unl nr:e _._____. -_
S110ULDANY OFTHE ABOVEOESCWBFD POLICIES EE GNCRLEO BEFORE THE EXPIRATION
CITY OF SANTA ANA ATE THEREOF, THE LSBUING INSURER WILL FNOEAVOR TO MAIL 3O OAY3 WRITTEN
P . O . BOX 198 S NOTICE TO THE LERfIFICATE HOLDER NAMED TO THE LEFT, BUT FNLURE TODD 9J SHALL
SANTA ANA, CA 92702 IMPOSE NO O&1GATON OR U481LITY ~ ANY KING UPON THE INSURER, fT3 ApENT3 OR
REPRESENrnnVES.
ALRHOR~O REPRESENTATIVE ~.
ACnGf19S f9M3/ILRI
ff+n{.V RN L:VIV'VL0ITION 1$86
~Yan no
~s~
SUCH INSURANCE A5 RESPECTS THE INTEREST OF THE CERTIFICATE HOLDER NAMED BELOW WILL NOT BE
CANCELED OR OTHERWISE TERMINATED WITHOUT GIVING 10 DAYS PRIOR WRITTEN NOTICE TO THE
CERTIFICATE HOLDER, BUT IN NO EVENT SHALL TH18 CERTIFICATE BE VALID MORE THAN 30 DAYS FROM
THE DATE WRITTEN. THIS CERTIFICATE OF INSURANCE DOES NOT CHANGE THE COVERAGE PROVIDED BY
ANY POLICY DESCRIBED BELOW.
This certifies that: ®STATE FARM MUTUAL AUTOMOBILE INSURANCE COMPANY of Bloomington, Illinois
^ STATE FARM FIRE AND CASUALTY COMPANY of Bloomington, Illinois
^ STATE FARM COUNTY MUTUAL INSURANCE COMPANY OF TEXAS of Dallas, Texas
[] STATE FARM INDEMNITY COMPANY of Bloomington, Illinois, or
^STATE FARM GUARANTY INSURANCE COMPANY of Bloomington, Illinois
has coverage in force for the fDllowinc Named Insured as ~h~wr, hohw•
' NAMED INSURED: GARY E JOHNSON ENDORSEMENT EFFECTIVE 6-5-D8
ADDRESS OF NAMED INSURED: 120 3R0 STREET sEA2, BEACH CA 90790
POLICY NUMBER L35 e237-C03-75
EFFECTIVE DATE
OF POLICY 03-03-CB TO 03-03 -08
DESCRIPTION OF
VEHICLE (Including VIN) 2002 MERCEDES
WDBJF70J52B408360
uABILITY COVERAGE ®YES ^ NO ^YES ^ NO ^YES ^YES ^ NO
LIMITS OF LIABILITY .,n
~
a. Bodily Injury 1, Doa, Doo Ap
1
" "
Each Person ~ h
Each Accident 1, Doo, ooD 5t0 o<~y
b. Property Damage ~
Each Acddent I, ODD,ODO 3
c. Bodily Injury 8
Property Damage 7-
Single Limit
Each Accident
PHYSICAL DAMAGE
COVERAGES ®YES ^ NO ^YES ^ NO ^YES ^ NO ^YES ^ NO
a. Com rehensive $ soD Dedudible $ Deducible $ Deductible $ Dedudible
® YES ^ NO ^YES ^ NO ^YES ^ NO ^YES ^ NO
b. Collision $ 1000 Dedudible $ Deduditrle $ Dedudible $ Dedudible
EMPLOYERS NON-OWNED
CAR LIABILITY covERAGE
^YES ®NO
^YES
^ NO
^YES
^ NO
^YES
^ NO
HIRED CAR LIABILITY
COVERAGE
^YES ®NO
^YES
^ NO
^YES
^ NO
^YES
^ NO
FLEET-COVERAGE FOR
ALL OvMlEDAND LICENSED
MOTOR VEHICLES
^YES ®NO
^YES
^ NO
^YES
^ NO
^YES
^ NO
~~-~-"' ~`~~' v AGENT 7797 OE-05-2008
re of Authorized Represenhative Title Agent's Code Number Data
ame and Address of Certificate Holder Name and Address of ent
CITY OF SANTA ANA JIM CONRAD
P.O. BOX 1988 1066 BOLSA AVENUE
SANTA ANA, CA 92702 SEAL BEACH CA 90790
INTERNAL STATE FARM USE ONLY: ^ Request permanent Cer~cate of Insurance for liability wverage.
122029.9 Rev. 07-26-zoos ®Request Certificate Holder to be added as an Addkionat Insured.
fiAT! FARM
tNfURANCI
S
Binder of Insurance
Pending issuance and delivery of a policy pursuant to the application of the
insured and to all the terms and conditions of the policy issued by the company
the
State Farm Mutual Automobile Insurance Company
Does hereby insure: GARY E JOHNSON
120 3RD ST
SEAL BCH, CA 90740-6007
Policy Number: L35 8237-C03-75B
Year Make
2D02 MERCEDES E430 4DR
Liability
1M/1M/1M
Vehicle Identification Number (VIN)
WDBJF70J52B408360
Coverages
Comprehensive
$500
Collision Ded
$1000
Effective June 05, 2008, expiring not to exceed thirty (30) days hence
and to become void immediately upon the issuance of a policy in place hereof-
ANY PERSON WHO KNOWINGLY AND WITH INTENT TO DEFRAUD ANY INSURANCE COMPANY
OR OTHER PERSON FILES AN APPLICATION FOR INSURANCE OR STATEMENT OF CLAIM
CONTAINING ANY MATERIALLY FALSE INFORMATION OR CONCEALS FOR THE PURPOSE OF
MISLEADING, INFORMATION CONCERNING ANY FACT MATERIAL THERETO COMMITS A
FRAUDULENT INSURANCE ACT, WHICH IS A CRIME AND SUBJECTS SUCH PERSON TO
CRIMINAL AND CIVIL PENALTIES.
Date ~-S ~~~~ /
Aut oraze Representative
AS TD FORD
AY4RO~D
P E. StOR~rttieY
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