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HomeMy WebLinkAboutCIVIC COLLECTIONS, INC. 7 - 2015INSURANCE ON FILE WORK MAY PROCEED IIIILINSURANCE FIRES CLERKOFCOUNCIL ��t DATE: JUL L CONSULTANT AGREEMENT THIS AGREEMENT, made and entered into this 8th day of July, 2015 by and between Civic Collections, Inc., 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 dog license fee collections. B. Consultant represents that Consultant is able and willing to provide such services to the City. C. In undertaking the perfo mance 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. A -2015 -125 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: SCOPE OF SERVICES Consultant shall collect delinquent dog license fees and penalties, and license lees for new dogs. Consultant will also canvas the City of Santa Ana and collect dog license fees at the dog owner's door. The Consultant will encourage the dog owner to pay by check made payable to the "City of Santa Ana ". Consultant will collect dog license fees at rabies clinics if requested by the City. Consultant will verify rabies certificates in connection with the collection of dog license fees. This scope of services is intended to cover all labor, material and standards of workmanship to be employed for in this work plan or reasonably implied by terms of same. Work or materials of a major nature which may not be specifically mentioned, but which may be reasonably assumed as necessary for the completion of this work, shall be provided by the Consultant. 2. CONSULTANT RESPONSIBILITIES Consultant shall hire, train and supervise its employees who will perform services pursuant to this agreement. Consultant shall provide uniforms and I.D. cards for its employees working on the dog license collection project. Consultant shall provide daily remittance reports to the City. Consultant will account for receipt books provided by the City and utilized by its collection employees. At the end of each day, the Consultant will receive all fees collected by its employees. These fees will be deposited each day in an assigned City drop box. Consultant and Consultant's employees will be required to have City of Santa Ana Patches on the uniforms at all times while performing services under this agreement. Such Patches shall be worn in a professional manner and maintained neat in appearance, and easily identifiable. Such Patches will be provided by the City of Santa Ana. The Consultant shall exercise caution at all times for the protection of persons and property. All fines, penalties and/or repair charges resulting from the Consultant actions shall be the sole responsibility of the Consultant. Consultant's service shall be courteous, responsive, timely, equitable and given in the spirit of professionalism and mutual respect. All Consultant personnel are a reflection of the City of Santa Ana and as such are expected to: • Interact with customers and City officials, whether in person or on the phone, in a pleasant, respectful and professional manner. • Give full attention to each customer's needs by asking questions. Provide information, products and service in an accurate, organized and complete manner. Determine that the customer's request has been fulfilled. • Comply with all federal, state, county, and city laws and regulations. • Use adequate equipment that is kept clean and neat at all times. • Train other Contract employees to be polite and courteous during public contact. • Employ truth and accuracy in reporting customer service records. 3. CITY'S RESPONSIBILITIES The City of Santa will provide a listing of homes that have delinquent dog licenses or make available the City's data base (Dog License System) to the consultant as the City may determine is necessary. Monthly, the City's Finance Department will prepare a collection report. This report will include money collected and number of licenses purchased, as reported by the Consultant, and will be utilized to determine the amount of compensation to be paid to the Consultant as described in section 4 of this agreement. 4. COMPENSATION City agrees to pay, and Consultant agrees to accept as total payment for its services, the following sum: a. fifty percent (50 %) of all dog license fees collected, b. fifty cents (50¢) for each new license fee collected from unlicensed dogs, and c. fifty cents (50¢) for every rabies vaccination certificate collected. Payment by City shall be made within sixty (60) days following receipts of proper invoice, subject to City accounting procedures. In the event funding is not allowed for license collection services during the annual budget approval process, the City shall notify the provider of such occurrence in writing at least thirty (30) days before the end of the current fiscal period, and contract shall terminate on the last day of current fiscal period without penalty or expense to the City. 5. TERM This Agreement shall commence on July 1, 2015 and terminate on June 30, 2016, unless earlier terminated as set forth in Section 14, below. City is granted an option to renew for an additional one -year period. Said option shall be exercised in writing at least thirty (30) days prior to the end of the initial term upon a writing executed by the City Manager and the City Attorney. 6. 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 its employees and shall be responsible for all applicable withholding taxes. 7. 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 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, $2,000,000 in the aggregate. Such insurance shall (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 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 famished to the City upon execution of this Agreement in a form approved 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 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. 8. INDEMNIFICATION Consultant agrees to and shall indemnify and hold harmless the City, its officers, agents, and employees 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 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. 9. 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. 10. 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. 11. 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: Francisco Gutierrez, Executive Director Finance and Management Services Agency City of Santa Ana 20 Civic Center Plaza (M17) P.O. Box 1968 Santa Ana, CA 92702 -1968 Fax 714 - 647 -5414 Email: fgutierrezgsanta- ana.org To Consultant: Civic Collections 1565 Eldertree Drive Diamond Barg CA 91765 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. 12. 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. hi 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. 13. 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. 14. TERMINATION This agreement may be terminated immediately for cause, or without cause upon thirty (30) days written notice delivered to the Consultant either personally or by mail. Upon termination, City shall pay to Consultant that portion of compensation specified in the Agreement this is earned and unpaid prior to the effective date of termination. In the event Consultant fails or refuses to timely perform any of the provisions of this Agreement in the manner required, or if Consultant violates any provision of this Agreement, Consultant shall be deemed in default. City shall provide written notice of such default to Consultant. Consultant shall cure said default within a period of seven (7) working days. If such cure is not completed in a timely manner, City may terminate the Agreement forthwith by giving written notice to Consultant. City may, in addition to the other remedies provided in this Agreement or authorized by law, terminate this Agreement by giving written notice of termination. Consultant shall be responsible for all costs incurred by City, including replacement costs of equipment and labor required to provide service during Consultant's default. The Consultant may request termination of the contract when conditions during the contract make it impossible to perform or when prevented from proceeding with the contract by act of God, by law or official action of a public authority or in the event on nonpayment by the City. Such request will require one - hundred and eighty (180) days written notice prior to contract termination date requested. In the event of nonpayment of undisputed sums by the City, Consultant shall give the City thirty (3 0) working days to cure the alleged breach. 15. NONDISCRIMINATION AND COMPLIANCE WITH APPLICABLE LAWS 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. Consultant shall perform all requirements under this contract in strict observance of and in compliance with all applicable environmental, traffic, safety and any other laws, regulations, ordinances, codes and any other legislative or statutory requirements. Consultant warrants that the performance of services under this contract shall be compliant with the current requirements of the Occupational Safety and Health Act (OSHA) and as it may be amended or updated throughout the term of this contract. 16. 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 connection with or by reason of this Agreement. 17. 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 her inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. 18. MISCELLANEOUS PROVISIONS Each undersigned represents and warrants by their signature herein below that they have the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City fiilly, 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: MARIA D. HUIZAR Clerk of the Council APPROVED AS TO FORM; SONIA R. CARVALHO City Attopay -� i1 City Attorney RECOMMENDED FOR APPROVAL: r Francisco Gutierrez Executive Director of Finance and Management Service CI F S NTA ANA DAVID CAVAZOS City Manager CONSULTANT Employer ID # or Individual SS # .;ORE CERTIFICATE OF LIABILITY INSURANCE DATE(MM /DD/YYYY) JUCER 712312015 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATIOI -P INSURANCE AGENCY ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATI ,601 WEST SLAUSON AVE., SUITE 250 HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OF CULVER CITY, CA 90230 ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW Phone (310) 642.1933 Fax (310) 645.3150 INSURERS AFFORDING COVERAGE NAIL # INSURED CIVIC COLLECTION CORPORATION INSURER A: PENN-STAR INSURANCE CO ATTN: DOUGLAS SHAW INSURER R State Compensation Insurance Fund 1565 ELDERTREE wsuRER c: DIAMOND BAR, CA 91765 .....__- _ COVERAGES 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 MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR SUBJECT POLICIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH INSR DD•L LTR GENERAL LIABILITY POLICY NUMBER POLICY EFFECTIVE POLICY E% PI RATION M LIMITS X COMMERCIAL GENERAL LIABILITY CPV0004862 7/14/2015 EACH OCCURRENCE DA GET RENTED $ 1 000 000 CLAIMS MADE lil OCCUR 7/14/2016 PREMISES Ea occurs... $ 100 000 A MED EXP(Any one person) $ 5000 PERSONAL B ADV INJURY $ EXCLUDED GENERAL AGGREGATE $ 2 000 000 GEN'L AGGREGATE LIMIT APPLIES PER: $ INCLUDED POLICY PRO- LOC PRODUCTS - COMP /OP AGO AUTOMOBILE LIABILITY ANY AUTO CPV0004862 7114/2015 71412016 COMBINED SINGLE LIMIT (Ea.mldent) $ 1,000,000 ALL OWNED AUTOS A SCHEDULED AUTOS BODILY INJURY (Perperson) $ HIRED AUTOS X BODILY INJURY (Peraccldent) $ NON -OWNED AUTOS PROPERTY DAMAGE (Per accldenq $ GARAGE LIABILITY AUTOONLY- EAACCIDENT $ ANY AUTO OTHER THAN EA ACC $ AUTO ONLY: AGG $ EXCESS /UMBRELLA LIABILITY EACH OCCURRENCE $ OCCUR CLAIMS MADE AGGREGATE DEDUCTIBLE RETENTION $ EMPLOYERS'LIABILITY 906737314 EMPLOYSCOMPENSATION ILITY AND 8/2/2015 8/2/2016 WCSTATU- OTH- X T VLI B FFICERIMEMBEER EXCLUDED ECUTIVE E.L. EACH ACCIDENT $ 1000000 If yes, describe under YES E.L. DISEASE - EA EMPLOYEE $ 1000000 SPECIAL PROVISIONS below OTHER E.L. DISEASE - POLICY LIMIT $ 1000000 DESCRIPTION OF OPERATIONS /LOCATIONS/ VEHICLES / EXCLUSIONS ADDED BY ENDORSEMENT/ SPECIAL PROVISIONS z J n / -�/�'/ ��� CERTIFICATE HOLDER Arlrli+innal In¢nsn.a ......._.. ._._.. CITY OF SANTA ANA 20 CIVIC CENTER PLAZA, RM 97 P.O. BOX 1964 SANTA ANA, CA 92702- ACORD SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL 30 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO DO SO SHALL IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER, ITS AGENTS OR 1988 POLICY NUMBER: CPV0004862 LIABILITY COMMERCIAL GENERAL CG 20 10 1186 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED — OWNERS, CONTRACTORS (FORM This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART. SCHEDULE Name of Person or Organization: City of Santa Ana 20 Civic Center Plaza, RM 97 P.O. Box 1964 Santa Ana, CA 92702 LESSEES OR B) (If no entry appears above, information required to complete this endorsement will be shown in the Declarations as applicable to this endorsement.) WHO IS AN INSURED (Section ll) is amended to include as an insured the person or organization shown in the Schedule, but only with respect to liability arising out of "your work" for that insured by or for you. PRIMARY INSURANCE: Such insurance as is afforded by the General Liability policy is primary insurance and no other insurance of the additional insured shall be called upon to contribute to a loss 7 �Z. 31z o / 5- 9 APPROVED (v zb ePV1(PX4 4t�� CG 20 101185 Copyright, insurance Services Office, Inc. , 1984 Page 1 of 1 ❑