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HomeMy WebLinkAboutORANGE COUNTY CONTRACTOR SERVICES DBA ORANGECOUNTY MAILBOXES AND CONSTRUCTION - 2014A- 2014219 UN _�? _t�._.C...w,, �LEFtK0FG0UivC;IL� DATE. 102,11 AGREEMENT TO PROVIDE J GENERAL MAINTENANCE SERVICES THIS AGREEMENT, made and entered into this 166' day of September, 2014 by and between Orange County Contractors Services DBA Orange County Mailboxes and Construction, a sole ownership entity, (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 "). RECITALS A. The City desires to retain a contractor having special skill and knowledge in the field of general construction maintenance services. 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 contracting 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 general maintenance services for Downtown Santa Ana, including bollard repair, pavement repair, electrical and plumbing work on a call -out basis, as set forth in the Request for Proposal Scope of Work, attached hereto as Exhibit A and incorporated herein by reference. 2. COMPENSATION a. Services shall be charged on a time and material basis, at the rates and prices set forth in the Bidders Statement and Bid Item Pricing, attached hereto as Exhibit B and incorporated herein by reference. The hourly rate of $72.00 shall cover costs, including labor, overhead, travel, mileage, incidental supplies, hardware, screws, bolts, welding material, paint, wires, disposal of material and concrete, etc. Special materials will be purchased by the Contractor only on authorization of the City Project Manager. Such special materials shall be charged at cost phis 10 %. The total sum to be expended under this Agreement shall not exceed $25,000 per fiscal year, 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, 2017, unless terminated earlier in accordance with Section 12, below. The term may be extended for up to three (3) additional twelve (12) month periods upon a writing executed by the City Manager and the City Attorney. 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. Such insurance shall (a) name the City, its officers, employees, agents, volunteers and representatives as additional 2 insured(s); (b) be primary 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, 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. d. If Contractor 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. e. 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 affect 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. 3 6. INDEMNIFICATION Contractor 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 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; 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 Contractor frther agrees to indemnity, 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 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. "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 Contractor disclosed in a publicly available source; (c) is in rightful possession of the Contractor without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Contractor without reference to information disclosed by the City. 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. 4 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 fast 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: Community Deveopment Agency 20 Civic Center Plaza (M -25) Santa Ana, CA 92702 Fax 714- 647 -6549 City Attorney City of Santa Ana 20 Civic Center Plaza (M -29) P.O. Box 1988 Santa Ana, CA 92702 Fax 714- 647 -6515 To Contractor: Edward Schade Orange County Mailboxes and Construction 18100 Kovacs Lane, Unit 27 Huntington Beach, CA 92648 Fax: 714-907-0644 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 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. 5 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 aclmowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any patty, or anyone acting on behalf of any party, which is 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. IL TERIMINATION This Agreement may be terminated by the City upon sixty (60) days written notice of termination. However, the City reserves the right to terminate this Agreement for cause immediately. Additionally, if Contractor fails to meet the specifications of this Agreement for a period of fifteen (15) cumulative days, the City may terminate the balance of this Agreement by written notice of termination to the Contractor, which notice shall be effective 15 days after mailing. 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 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 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 herembelow 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. CITY OF SANTA ANA Dated: / �d By: C —� V S 7 DAVID A City Manager ATTEST: Dated: /0//V APPROVED AS TO FORM: SONIAR. CARVALHO City Attorney 0 Assistant City Attomey CITY OF SANTA ANA MA91A I7: HUMAR, Cleric of the Council 7- WARD SHADE Owner CERTIFICATE OF LIABILITY INSURANCE DA6 /4 /2014 MM YYr} 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: H the OOrtifluto holder is an ADDITIONALIMU R p, the polloy(les) must be endorsed, It SUBROGATION IS WAIVED, subject to the terms and conditions Of the policy, certain policies may require an endorsement. A statement on this certitloate does not canter rights to the cartifloato holder in Ileu of such ehdorsament(s ), PROOUCSR laaara Paxta3ra, Ianr -pants Ana 77,07 N. . A xoadhay Buika 100 220 8 DaiaY Ave M -05 Banta Ana CA 92702 Chclat bra MMERCIAL GENERAL LLLOILiTY OLAIMOMAOS � ODOUR ��). (714) 2SB -460tl I(AfC.Ne)1 �•. - Santa Ana CA 02706 a " °.^-- -. .—.. —• ^• —.^ �°7�' INSUP➢RLa ARFOR11I(IO COVERAGE R1 „__...,. INaURERA: aauxitY National Snauyanaa co 133120 MROW ormaem WSUREO L '� gdwcd Ochads cUs Oraag, Couaty Nalihoxas and orange Counhy Caabro,atwr Sarviaas I SURgR B • ._ S S OBO INSURER 0: U RO: 4 1.000,000 10100 xovaoe Lena 9! 2 000,000 Buntingtan Beach CA 02640 INa u A COVERAGES CERTIFICATE NUMBER: Cart rn 1457 REVISION NUMBER: THIS 18 TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAW BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD _ INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM. OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WTH RESPECT TO WHiOH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCROW HEREIN IS SUBJECT TO ALL THE TERMS, EXULUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS, SHOULD ANY OF THEASOVE DESCRIBED POLICIES SE CANCELLED BEFORE TYPE OF INSURANCE THE EXPIRATION DATE THEREOF, NOTICE WILL BS DELNERED IN The City of 8aaka Asa ACCORDANCE WITH THE POLICYPROVONONIL Oub11d Works Aganay L04na 220 8 DaiaY Ave M -05 Banta Ana CA 92702 MMERCIAL GENERAL LLLOILiTY OLAIMOMAOS � ODOUR Y NA305SOOL01 0/27/2014 8/27 /2024 EACH OCCU.RRRNOS 5,000,000 MROW ormaem S Oo,ODo S S OBO ZGENLA10ORE PERSONA &And INJURY 4 1.000,000 TEUMIIT,AP((`P`''L'R`N)IPER: ICY JeOT L_.•I LOC e OENERN, AOCRL'OATE 2 000,000 PROOUOTO•COMPIOF 2 000 000 A AUTOMOMLOUARaiTY ANYAUTO AU7Q0 D AaCNECULRO HIREDAUT08 AA O SOGLY INJURY OPar Fanon) S $ Por..1don!) S O S ~� $ UMORELLA LUIS EXOeaaLAd OCCUR CLAAWAIA E NOE jA11 S W n A WORKORV COMPRN4A790N AND OM PLOYRRS' LfABILITY YIN ANY F4MWftIEtCR7PA4TNRPJEX6OttSlVE © uEmsmaKCDke7 mVoy In NH) yRIOOMONN OF OP T"-- we NIA ,/014 / E.1 EACH AOC1OONT L.000,000 R,L,CWoASE- RAOMPLO S 11000,000 e.F..wIs - POLICY LakT S 11000,000 OSSOPIP}wN tlP OPeRA7tONatLCOATIONS 7VRt2CLE8 (ACORD UI.AdOMOM Raw,aa BxRedWq maYb4 XWo4B Alone twa is moIt8rad) Cerxixinate Holder is nomad Additional Jaaurad 11 ff vlstv&b ,, q,� L /GM iS nl Sl, C4 40 5',0, CERTIFICATE HOLDER CANCELLATION 01908.2014 ACORD CORPORATION. All rights rewed. ACORD 25 (2014tOT) The ACORD name and logo are registered marks of ACORD page 2 of 3 SHOULD ANY OF THEASOVE DESCRIBED POLICIES SE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BS DELNERED IN The City of 8aaka Asa ACCORDANCE WITH THE POLICYPROVONONIL Oub11d Works Aganay ArITHORM R UNITATNE 220 8 DaiaY Ave M -05 Banta Ana CA 92702 01908.2014 ACORD CORPORATION. All rights rewed. ACORD 25 (2014tOT) The ACORD name and logo are registered marks of ACORD page 2 of 3 08/6/2014 14x27 E? 2 •+lJ�l�4by.OGtdAI+kT07LL9 7149070848 �AIH�, 2/ 2 Ynure In Band hands. �`�,�Allskai� u nx n4u1'nwL CERTIFICATE OFINSURANCE slsw"1011 TW 00000 is MW for InfOre s 10tRl ptapasae 0* II car011aa that thn pplkdus listed In this doeuma it lam Nee) ;asurid to Ilia NWW Inaurod, it does ndt grant oPty dgfas to any party nor can It bo used, in any way, to modily cowrago prpwdad 6y suoh pollotft Altaretidn of MS Aaditidale doss not change the 10M. MIUslane or coodltloos, of such pormisa, Cwwags 19 subW to the provisions of the polNlkm, lnchtding"exdluSlans Or rnndltlons, ragardleas or rho prnvlalcns of S, other vl„ttrapt, edch as batYMI Ulu 1.0010410 hoidar and the Narod Inaur8dL This limits shomi lx11ova are the Ilmda pr Party of er Ilto polf0Y Indepdon, Bubse4uent paid clamp may reduce these Iknfta, at catHknlatlaMan G: I'rY nP AANTA MA, Ft1nDIL' :IJ9 R VAIh1Y AVR, M 84 SOMA ANA, CIA 4:!'1112 WONXI AARN" AWANII RCHAM I IAA HNAIMINla (W IhHNDUIN. CA 01'!dn ,Ilj: ..,. Canaatiaaat •, .._ In ilia oVnnt of renwIlulpn of any whoydamlihnd nl>hvu, Ihu nlauraP wdtattwnpl W half IN ditya wdtlnu halos IoIhe cadl(kWo Nakfer prior totna aftadiva data of canaadatlon. Hawnwr, talfum to do so will not 7mpase nny duty ar liability trl+an 2114 inauur, l guefusatrJ?reeentnfivno narwfl ltddiny aancspatlon. Al +h A;I; nact „_” lV;ptrr{ h�f�nNf'.If,�l, Pk It';II Au4wdteadpagrosaamthw —. . 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AIIpIaIdNA4 INRUREn OMNZX. wis(7,rarirrnA ,, DOES NOT WANT ANY CQVEIdAOL• ONniaHTSToTFtCatrlrlhr )ATFHOI.DrP IF THIS OEM IFICArE IN DILATES T14ATT FIRM KTIFIOATE HOLDER 13 AN A01)7IONAL INSURtP), iHh VOLICYpft5 M UtIT NFSUrIRIISIA)fig.THFCO,F.Ff1 MATrgiiai IIIIIIIIII NOAMITIONAf NH MIH11)iCNRYTOTHECXTPNTINf VXjIb ADOITIONAL p 1 WLANOUAOEONENQ. rMMI. ..,. Canaatiaaat •, .._ In ilia oVnnt of renwIlulpn of any whoydamlihnd nl>hvu, Ihu nlauraP wdtattwnpl W half IN ditya wdtlnu halos IoIhe cadl(kWo Nakfer prior totna aftadiva data of canaadatlon. Hawnwr, talfum to do so will not 7mpase nny duty ar liability trl+an 2114 inauur, l guefusatrJ?reeentnfivno narwfl ltddiny aancspatlon. Al +h A;I; nact „_” lV;ptrr{ h�f�nNf'.If,�l, Pk It';II Au4wdteadpagrosaamthw —. . F- Oetk: tocludos oapyrlghtad al hlsupanco Servlcas piliva, Ino., w(th (la I)ennlasiwl T.. " "a f' , CI CYy A07 t011 AMamAs Iruurnn m oamtaw+Y P sge T of r u.+u,i ruc Hoar M34 2