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HomeMy WebLinkAboutABLE RAIN GUTTER - 2009City of Santa Ana Clerk of the Council A tEEMENT TERMlNA77ON FORM Please complete this form when the attached agreement and all amendments rrf any) are no longer in effect. Retum form to the. Clark of the Council Office (M -30). Call 647 -6520 If you have any questions. The agreement with G�1'ir blflt� Usa Only ful I JAN 2 b P" � 5� CITY ERK OF COUNCIL No. / V —�q—f��% 3 was comple #ed on V v and final payment has Ibeen made. (Ust all amendmsrds. Use specs below B needed.) , Department: �hT //T- PhonelExt.: Signature: Date: l Revisea 0e- 23310 INSURANCE NOT ON FILE WORK MAY NOT PROCEED CLERK OF Couslioug DATE: JUG he p.-T THIS AGREEMENT made and entered into this I" day of July 2009, by and between Able Rain Gutter (hereinafter "Contractor "), 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 "). AGREEMENT BETWEEN THE CITY OF SANTA ANA AND ABLE RAIN GUTTER N- 2009 -073 RECITALS A. The City desires to retain a Contractor having special skill and knowledge in the field of repair and maintenance of rain gutters and downspout protection. B. Contractor represents that Contractor is able and willing to provide such services to the City. C. In undertaking the performance of this Agreement, Contractor represents that it is knowledgeable in its field and that any services performed by Contractor 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 Contractor shall perform preventative maintenance and repair services, as well as installation of rain gutters and downspout protection as set forth in Exhibit A to this Agreement, and on an as- needed basis with a written proposal and invoice prepared by Contractor for each requested job. 2. COMPENSATION a. City agrees to pay, and Contractor 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 Twenty -Five Thousand Dollars ($25,000.00) 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, 2010, unless terminated earlier in accordance with Section 12, below. 4. INDEPENDENT CONTRACTOR Contractor 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 Contractor performs the services which are the subject matter of this Agreement; however, the services to be provided by Contractor shall be provided in a manner consistent with all applicable standards and regulations governing such services. Contractor 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, Contractor shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below: a. Commercial General Liability Insurance. Contractor 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 Contractor'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. Contractor 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, Contractor, if Contractor 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, Contractor agrees to obtain and maintain any employer's liability insurance with limits not less than $1,000,000 per accident. 2 d. The following requirements apply to the insurance to be provided by Contractor pursuant to this section: (i) Contractor 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 Contractor 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 Contractor's right to be paid for its time and materials expended prior to notification of termination. Contractor 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 Contractor agrees to and shall indemnify and hold harmless the City, its officers, agents, employees, Contractors, 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 health, and claims for property damage, which may arise from the direct or indirect operations of the Contractor 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. The Contractor 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 Contractor receives from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Contractor 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. 8. CONFLICT OF INTEREST CLAUSE Contractor 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, CA 92702 -1988 telefacsimile (714) 647 -6956 With courtesy copies to: and, Deputy City Manager for Dev. Services Community Development Agency City of Santa Ana 20 Civic Center Plaza (M -25) P.O. Box 1988 Santa Ana, California 92702 telefacsimile (714) 647 -6939 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 Contractor: Able Rain Gutters 501 36h Street Newport Beach, California 92663 Phone: (949) 675 -8432 Facsimile: (949) 675 -9694 Attn: Ron Zotovich 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 Contractor, 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 Contractor. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Contractor 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 Contractor, Contractor 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 Contractors retained by City. 12. TERMINATION This Agreement may be terminated by the City upon thirty (30) days written notice of termination. In such event, Contractor shall be entitled to receive and the City shall pay Contractor compensation for all services performed by Contractor prior to receipt of such notice of termination, however, payment need not be made for work which fails to meet the standard of performance specified in the Recitals of this Agreement. 13. DISCRIMINATION Contractor 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. Contractor 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 governed and construed in accordance with 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 Contractor shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of Santa Ana and all other governmental agencies. Contractor 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 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. ATTEST: PATRICIA E. HEALY Clerk of the Council APPROVED AS TO FORM: JOSEPH W.FLETCHER City Attorney By: Lisa E. Storck Assistant City Attorney RECOMMENDED FOR APPROVAL: "K " o ynthia J. lson Deputy City Manager for Development Services Community Development Agency CITY OF SANTA ANA DAVID N. M City Manager CONTRACTOR Ron Zotovich, CEO Tax ID# _S3 -OJ�5 ► jj5;0 4 PROPOSAL PAT BUILDERS 478330 GENERAL CCMTRACTORS PROPOSAL NO. 16228 ABLE RAIN GUTTER - CLEANING - REPAIR - INSTALL SHEET NO. 3345 NEWPORT BLVD. #214 DATE NEWPORT BEACK CA 92663 (949) 675 -8432 FAX:(949) 675 -9694 2-11-o9 PROPOSAL SUBMITTED I u:LAivvwtj vdigm WORK TO BE PERFORMED AT. kow T Prime �T. I o ao F"'t , - AmA — zjd7q 71 -:1 WE HEREBY PROPOSE T 0 FURNISH THE MATERIALS AND PERFORM THE LABOR NECESSARY FOR THE CCMIPLETION OF : �1 �+ri i aia `� :1�':` •. . i s�.� \. !� -W I ox x ftt� � 1►_r� .J+�a a a e ti��+'a��s .:1 sip =3:w. ►L'7]►f•,`�f! I t '� i "a[� S.� t �� �► its :! \ i'Z� ►:�\ Ii71� l.a ALL MATERIAL IS GUARANTEED TO BE AS SPECIFIED, AND THE ABOVE WORK TO BE PERFORMED IN 7 AC'C'ORDANCE WITH THE DRAVVING.S.-AND SPECIFICATIONS SUBKA ITTED FOR ABOVE WORK AND COMPLETED IN A SUBSTANTIALWCRKMANLIKE MANNER FOR THE SUM OR VVI-H PAYMENTS �♦ �� s • I i J1 � �� ��i �i •� i� s ,.� � its i't l.iJ: �11.i � TO BE MADE • • ►, �• Ji7 START DATE: RESPECTFULLY THE ABOVE PRICES, SPECIFICATIONS AND CONMTIONS ARE SATISFACTORY AND ARE HERESY ACCEPTED. YOU ARE AUTHORIZED TO DO THE WORK AS SPECIFIED. PAYMENTS WILL BE MADE AS OUTLINED ABOVE. ANY ALTEAAT0NORUEV tATtON FROMABOVESPECi =- CATIONS iNVOLVINGEXTRA SIGNPtTURE ..DATE, COS —S WILL BE EXECUTED UPON WRITTEN ORDER, AP1D 1VtLL 2FCOME AN EXTRA �HARG� OVER AND ABOVE THE ESTIMATE. ALL AGREEMENTS COWIHOFtIT UPON SIGNATURE STFIt NT ES. ACCIDENTS. OR DELAYS BEYOND OUR CONTROL. PROPOSAL oY,3 NSUI, ` _z :z pis asc�ry .� C i � EAGE Y CAN f � ! ,=p 7HE C, Fi*lFf� .i�fi R,. 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