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HomeMy WebLinkAboutBEAVENS SYSTEMS, INC -2014INSURANCE ON FILE WORK MAY PROCEED UNTIL INSURANCE EXPIRES: CLERK OF COUNCIL DATEbcT 1 4 2014. CITY OF SANTA ANA CONSULTANT AGREEMENT N- 2014 -141 THIS AGREEMENT is effective the 1st day of October, 2014 by and between Beavens Systems Incorporated, a California corporation, ( "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 ( "City "). RECITALS A. The City desires to retain a consultant having special skill and knowledge in the field of programming, integration, configuration, and troubleshooting services to operate pumps and motors for the City's water production system, 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 prornises, 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 "B ". 'fhe total sum to be expended under this Agreement, shall not exceed $10,000 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 will terminate on December 31, 2014, 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 or Interim Director of 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 and its subcontractors, if any, shall 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 $1,000,000 per occurrence, Consultant shall supply City with a fully executed additional insured endorsement in substantially the form attached hereto as Exhibit "C" upon execution of this Agreement and shall be approved in form by the City Attorney. b. Business Automobile Liability Insurance. If an automobile is necessary for the performance of the services required in this Agreement, Consultant must obtain 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, if Consultant has any employees, Consultant 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. Professional Liability, I£ Consultant is or employs a licensed professional such as an architect or engineer, professional liability (errors and omissions) insurance is required with a combined single limit of not less than $1,000,000 per claim. e. The following requirements apply to the insurance to be obtained 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 tenninate 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 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 of the 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, j List compensation, restitution, judicial or equitable relief is due by reason of the teens of or effects arising from this Agreement. This indemnity and hold harrritess 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 teens 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 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 facsimile 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 Facsimile: (714) 647 -6956 [CONTINUED ON NEXT PAGE] With courtesy copies to: and, Executive Director of Public Works Agency City of Santa Ana 20 Civic Center Plaza (M -21) P.O. Box 1988 Santa Ana, California 92702 Facsimile (714) 647 -5622 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: Beavens Systems Incorporated 2200 Pacific Coast Highway, Suite 307 Hermosa Beach, California 90254 Facsimile: (310) 376 -0599 Attn: 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 facsimile, 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. 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, 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 of 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 regWre Consultant to deliver to the City all work product completed as of such date, and in such case the work product shall be the property of the City unless prohibited by law, and Consultant consents to the City's use thereof for such proposes 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 governed 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 comlection 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 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 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 his or her signature below has the power, authority and right to bind their respective patties to every term 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. [SIGNATURES ON NEXT PAGE] IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the state and year first written above, CITY OF SANTA ANA DAVID Cif AZOS City Manager ATTEST: z ,) ' , MARIA D. HUIZAR CIerk of the Council APPROVED AS TO FORM: n SONIA R. Ct RVALHO City Attorney $y, i✓ z SAND M. SCITgARZMANN .Senior Assisrt City Attorney RECOMMENDED FORAPPROVAL: EDWIN "WILLIAM "GrALVEZ Interim Executive Director of the Public Works Agency CONSULTANT EXHIBIT "A" SCOPE OF SERVICES Consultant shall provide programming, integration, configuration and troubleshooting services required to operate the pumps and motors for the City's water production system. In addition, the Consultant shall provide implementation and maintenance protocols for the water system control panels related to the integration of Programmable Logical Controller (PLC) to the Supervisory Control and Data Acquisition (SCADA), INSURANCE NO'T ON FILE WORK MAY NOT, PROCEED CLERK OF COUNCIL DATE: �� v, CONSULTANT AGREEMENT THIS AGREEMENT, made and entered into this � day of October, 2012 by and between Beavens Systems Incorporated, 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 in the field of computer programming and technical support for the City's water production SCADA systems, B, Consultant represents that it 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 trader 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 respectivo promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows; 1. SCOPE OF SERVICES Consultant shall provide programming and configuration services required to operate the pumps and motors of the City's water delivery system, Z. 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 surn to be expended under this Agreement shall not exceed $25,000 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 data first written above and terminate on June 30, 2013, 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 terra 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 onrployer- 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, N- 2012 -141 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 sinvlar 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 cotmnercial general liability insurance which 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 deafly resulting therefrom, and property datnage, in the total amount of $1,000,000 per occurrence. Such insurance shall be endorsed to (a) name the City, its officers, employees, agents, volunteers and representatives as additional insured(s); (b) be primary and not contributory with respect to insurance or self-insurance programs maintained by the City; and (c) contain standard separation of insureds provisions. 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 3700 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. 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 famished 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. P. 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 affect Consultant's right to be paid for its time and materials oxpended prior to notification of termination. Consultant waives the right to receive compensation and agrees to indeuurify the City for any work performed prior to approval of insurance by the City. 11 �0 13101 l►lhil[iTVY[I)►1 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 death, and claims for property damage, which may arise from the direct 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 section 1 of this Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is duo 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 Rather 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 duo 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 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 property 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 Fax 714- 647 -6956 With courtesy copies to: Santa Ana Public Works Agency Water Engineering 220 South Daisy Avenue, Bldg A Santa Ana, California 92703 Fax 714- 647 -3345 and City Attorney City of Santa Ana 20 Civic Center Plaza (M -29) P.O, Box 1988 Santa Ana, California 92702 Fax 714 -647 -6515 To Consultant: Art Heaven, President Beavens Systems Incorporated 2200 Pacific Coast Hwy., Ste. 307 Hermosa Beach, CA 90254 Fax (310) 376 -0599 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. If sent by telefacsimile, communication shall be effective or doomed 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 terns 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, 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 persormel 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 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 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. 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 tonnination of this Agreement. 16, MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind tlteh• 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 of 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 frilly set forth hr the body of this Agreement. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year First above written. ATTEST: "111114 -14.. ,/D f .2 MARIA D. HUIZAR� Clerk of die Council APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney By: a � / 2G La a Sheedy Assistant City Attorney APPROVED AS TO CONTENT: ,tZ21/ RAUL GODINEZ 1[,1. . Executive Director Public Works Agency G CITY OF SANTA ANA PAUL M. WALTERS City Manager BE' AVE NS SYSTEMS INCORPORATED Name: Title: e&r la x](: C-0- EXHIBIT B EXHIBIT A BEAVENS SYSTEMS INCORPORATED RATESCHEDULE 1. SENIOR FIELD SERVICE ENGINEER ....................... $165 /hour 2. SYSTEMS / SOFTWARE ENGINEER ........................:. $I651hour 3. TRAINING ............................. I ....... I —, .......... ..........,........ $165 /hour 3. TECHNICIAN ................................. : ........................... :.... :.$85 /hour 4. DESIGNER / CAD SYSTEM OPERATOR ..................... $85 /hour 5. CLERICAL .......................... ........................................... ...$45/hour Portal to portal travel time for any out -of- office services will be added at the appropriate rate. All rates provided above are constant for weekdays, Weekends, Holidays and Overtime are billed at I %a times normal rate. Minimum charge for Field work is 4 hours. Air auto expense will be added @ $0.55 / Mile portal to portal between our Hermosa Beach, CA office and the job site. Any living expenses will be added at actual cost. Standard billing is monthly and terms are NET 30. 7 EXHIBIT "C" 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 anal 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 A. Issued to this endorsement form as a part of Named Insured Countersigned by Authorized Representative 10 '``601?hl® CERTIFICATE OF LIABILITY INSURANCE 111 DATE(MMIDOIYYYY) 1 10/01/2014 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER($), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the pollcy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s), PRODUCER PObEGRACZ INSURANCE AGENCY 116 S CATALINA #I 10 LIC #0612544 REDOND EACH CA 90277 OB, O B CONTACT TOM PODEGRACZ NAME: P'�VO�"NE -, x.310 374 8011 __I uc,H.o1,310 374 5321 ._ -MAIL 1oMr21aMiNSURF coM INSURER (S)AFFOftDING COVERAGE __ NAICIX INSURER A: COLONY INSURANCE COMPANY X11 POLICY NUMBER INSURED BEAVENS SYSTEMS, INC. 2200 PACIFIC COAST HWY #307 HERMOSA BEACH, CA 90254 INSURER B: ADMIRAL INSURANCE COMPANY _ INSURERC:TRUCK INSURANCE EXCHANGE A INSURERD:FARMERS INSURANCE EXCHANGE X INSURER E; 103 GL 0006349 -02 INSURER F; 09/25/2014 COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH 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. IITR TYPE OF INSURANCE ADOLB BR WVO V. POLICY NUMBER MMroDIYEYW MML00Y EXP _ LIMITS A BENERALLIABILITY X COMMERCIAL GENERAL LIABILITY CLAIMS -MADE 17X OCCUR X 103 GL 0006349 -02 09/25/2014 09/25/2015 EACH OCCURRENCE S 2 000 000. _ OREI,ric' 'O.ENTEO nca, MED EXP (Any one person) $ 75,000. $ PERSONAL &ADV INJURY _ 5 2,000,001 GENERAL AGGREGATE S 2,1 GENT- AGGREGATE LIMIT APPLIES PER: PRODUCTS - COMPIOP AGO _ S 4,060,000, X POLICY PRO- LOO JECT S C AUTOMOBILE LIABILITY X 094107666 09!25/201409/25 /2015 COMBINED SINGLE LIMIT E "ccme,1_,___ 1,000,000. —� - ~— BODILY INJURY (Per person) $ ANYAUTO ALL AUTOS NED )( AUTOS BODILY BODILY INJURY(Per accident) $ X HIRED AUTOS X NOWOWNED AUTOS PROPERTYDAMAGE $ $ UMBRELLA LIAR OCCUR EACHOCCURRENC_E_ AGGREGATE _ $ EXCESS LIAR CLAIMS -MADC DED RETENTIONS M S D WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETORIPARTNEIVEXECUTNe OFRCERIMEMBER EXCLUDED? (Mandatory In NH) NIA A09203249 -12 09/24/201409/24 /2015 X WC STATU- OTH- E.L. EACH ACCIDENT $ 1,000,006. [L. DISEAS6_EA EMPLOYCE $ 1,000,000. DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT $ 1,000,000. B PROFESSIONAL LIABILITY E0000020812 -03 09/25/20 409/25/ 01 $1,000,000. PER OCC. ,000. AGGREGATE I P DESCRIPTION OF OPERATIONS I LOCATIONS/ VEHICLES (Aaach ACORD10t,Additionnl Remarks Schedule, ifmera� ce a d) PROCESS ENGINEERING FIRM CERTIFICATE HOLDER IS ALSO NAMED AS AN ADDITIONAL INSURED PER ENWEIMENT ATTACHED, THIS INSURANCE IS PRIMARY AND NON - CONTRIBUTORY 30 DAY NOTICE OF CANCELLATION IS INCLUDED CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES SE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN THE CITY OF SANTA ANA, ACCORDANCE WITH THE POLICY PROVISIONS. 20 CIVIC CENTER PLAZA AUTHORIZED REPRESENTATIVE �� - - - -- SANTA ANA, CALIFORNIA 92701 01988.2010 ACORD CORPORATION. All rights reserved. ACORD 25 f2010/05) The ACORD name and logo are registered marks of ACORD FARM ERS INSU2.ANCB T h ` ilia • Nam ,d , araavavx SYSTXXs, INC. 2200 PACTV4C COAST RWY #307 .'lpcnC H&AMOVA $BACH CA 50254 29 . "67-3 _J Ftf'rri'1¢ 09/24/2014 1111c Poliq- IN urn bsr of tar Company A 09203249 Policy Yra; 2014 Nve hays the right cc Ineo str Our papnimm ficom anyone liahlc for arr irrimv coves'ed by $his policy. We will not 4NIVAce OUT right agaiirsc The person or orgx2iz2tion for Ti'hlah "sou perform work andct a Wfirte a I orlmo Thar reytites you to uistun this ageenrent from Lw, ' 1:'lie additicmxl lrscntin.ral &hr thin cn E<rr enaen[ shall he Q „m•r a� of thr, Warkcas L ompelas rirn ptamihsnl 0 h�ruv.le dtra for the srate(s) lima) hrlow on mu h rena unee:acen,-�, atsl;irrt to n lrvrYirnwn enarn,�: of $280 AIi written conawrs in themrrlrs} nf: CA i J• T'tris encloiwmrnr w purl' of your poky. h suparsades And eonuols anlything to r3x cnnmAq. It in onccnv6c subjnr wall rhr rcrms of the pol'ury. +Lnh'.nriced Idejrur-.4c.z:ao 8106 10 HVi9N x ;b °L797 i1R76I WiVil .. Policy NO: 103 GL 0006349 -02 COMMERCIAL GENERAL LIABILITY CC 2010 07 04 CONTRACTORS SCHEDULED s V T•. ORGANIZATION This endorsement modifies insurance provided under the, fwlovemj, COMMERCIAL GENERAL LIA81 TY COVERAGE PART SCHEDULE ALL PERSONS OR ORGANIZATIONS AS REQUIRED BY WRITTEN CONTRACT WITH THE NAMED INSURED. s AS DESIGNATED 114 WRITTEN CONTRACT WITH NAMED A, Suction If — Who Is An Insured is amended to include as an additional insured the porson(s) or organizations) shown in the Schedula, but only with respect t0 liability for "hradiiy injury ", "property n dar'" or "pxritonat and advertising 1'alury" caused. to whvie or to Dori, by: L Your acts nr omissions, or 2. The acts or ornissiona of those acting on your behalf; in the laarform:ance of your ongoing operations for the addifional incaured(s) at the !Ocalion(s) dosig- natad above, 63 With respect to the irsuraace afforded to these addYlonal insureds, the fnllowing nddiiior�al exclu- sions apply This Insurance does not apply to "bodily lnyury" or "property darnalle° occurring after 1. All work, including materials, parts or equip- ment furnished in caanneolion with such work, on trip projort (other loan service, maintenance or repairs) to be performed by or on oahzif of Ole additionet insured(s) at the location of the covered operations has been wrnplelad; or CG 2010 07 04 (C) ISO Properties, Inc.. 20L4 Page 1 of 2 0 2. That portion of "your work' OLA Of which the injury or clarnage arisfxs has been put to !is in- tended use by any person or o(ganizabon ofli- ar than another cofirraclor or Sibcontraclor engaged in performing opniationq for A prircj- pit as a pail of the carne project. rr Page 2 of 2 qD 190 Properties, Inc., 21)J4 CG 201!107 04 0 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - SCHEDULED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name of Additional Insured Person(s) or Organization(s) Additional Insured): Locations of Covered Operations: CITY OF SANTA ANA, ITS OFFICERS, AGENTS AND EMPLOYEES AS RESPECTS TO: PROGRAMMING AND 20 CIVIC CENTER PLAZA CONFIGURATION SERVICES FOR WATER SANTA ANA, CA 92701 PUMP SYSTEMS, SANTA ANA, CA A. SECTION II — WHO IS AN INSURED is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule for whom you are performing operations when you and such person or organization have agreed in writing in a contract or agreement that such person or organization be added as an additional insured on your policy. VDA o r o anizati n is an additional insured only with respect to liability for "bodily injury ", r�'pzd nal and advertising injury" caused, in whole or in part, by: 1. Your acts or omissions; or 2. The acts or omissions of those acting on your behalf; in the performance of your ongoing operations for the additional insured(s) at the location(s) designated above. A person's or organization's status as an additional insured under this endorsement ends when your operations for that additional insured are completed. B. With respect to the insurance afforded to these additional insureds, the following additional exclusions apply: This insurance does not apply to: Additional Insured Contractual Liability "Bodily injury" or "property damage" for which the additional insured(s) are obligated to pay damages by reason of the assumption of liability in a contract or agreement. Finished Operations at Work "Bodily injury" or "property damage" occurring after: 1. All work, including materials, parts or equipment furnished in connection with such work, on the project (other than service, maintenance or repairs) to be performed by or on behalf of the additional insured(s) at the location of the covered operations has been completed; or U156PC -0310 Includes copyrighted material of ISO Properties, Inc., Page 1 of 2 with its permission. 2. That portion of "your work" out of which the injury or damage arises has been put to its intended use by any person or organization. Negligence of Additional Insured "Bodily injury" or "property damage" arising directly or indirectly out of the negligence of the additional insured(s). C. SECTION IV — COMMERCIAL GENERAL LIABILITY CONDITIONS, 4, Other Insurance is amended and the following added: The insurance afforded by this Coverage Part for the additional insured shown in the Schedule is primary insurance and we will not seek contribution from any other insurance available to that additional insured. D. It is agreed that should this policy be cancelled before the expiration date thereof, the issuing company will endeavor to mail 30 day written notice (10 days for non - payment of premium) to the additional insured, but failure to mail such notice shall impose no obligation or liability of any kind upon the company, its agent or representatives. ALL OTHER TERMS AND CONDITIONS OF THE POLICY REMAIN UNCHANGED. I `I` i U156PC -0310 Includes copyrighted material of ISO Properties, Inc., Page 2 of 2 with its permission.