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HomeMy WebLinkAboutDOS RAYAS, LLCCity of Santa Ana Clerk of the Council AGR'FFAAENT TERMINAT1C7N FORM Please complete this form in its entirety when the attached agreement and all amendments (if any) are no longer in effect. Nate: if your agreement is grant related, please ensure that all grant retention requirements have been satisfied prior to signing the termination form. is the agreement(s) a permanent record? Yes No Return form to the Clerk of the Council office (M-30). Calf 647-1520 if you have any questions. I/C The agreement with yU -> 022-155 was completed on *1 1 (List all amendments. Use space below if needed. Department: Phone/Ext.: Signature: Date: -+.anrpamentslformslform -agreement terminat+en form_goldenrod.doc COTC Office Use only U_,02�o� city ct Santa. 4 JAN 11 2021 city GlerWsi►r;` and final payment has been made. INSURANCE NOT REQUIRED WORK MAY PROCEED N-2022-155 CLERK OF THE COUNCIL DATEAN 0 8 2022 AGREEMENT TO PROVIDE SPEAKER AT CITY LIBRARY EVENT t,hruu �" Ic THIS AGREEMENT is made and entered into on this 2 day of J unf/ 2022 by and between Dos W �Rayas, LLC, a California company, ("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 ("City"). RECITALS A. The City desires to retain a Contractor having special skill and knowledge in the field of providing authors, artists, and entertainers ("Speakers") to provide author readings, presentations and speaking engagements based on their artistic works or professional experiences to present to the public at the City's public library. B. In particular, the City Library is hosting an event on June 25, 2022, and would like Speakers to present at the event. C. Contractor represents that Contractor is able and willing to provide such services to the City. D. 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. E. Due to health and safety concerns, the City reserves the right to host the event online. 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 the tasks and obligations set forth in Exhibit A, attached hereto and incorporated by reference. Such obligations include but are not limited to providing author Julissa Arce for a special event hosted by the Sana Ana Public Library on June 25, 2022, from 1 — 2:30 p.m., or such date and time as may be mutually agreed upon between the City and Contractor in a signed writing. Julissa Arce will conduct an author reading and presentation of her book titled, "You Sound Like A White Girl," a question and answer session, and a book signing. 2. COMPENSATION a. City agrees to pay, and Contractor agrees to accept as total payment for its services for City, the rates and charges identified in Exhibit A. The total amount to be expended during the term of this Agreement shall not exceed One Thousand Dollars and Zero Cents ($1,000.00). b. Contractor agrees that the City is not responsible for payment to Julissa Arce nor anyone else representing them and will not pay Julissa Arce directly for her services. c. Payment by City shall be made within forty-five (45) days following receipt of proper invoice Page 1 of 7 evidencing work performed, subject to City accounting procedures. Payment need not be made for work that fails to meet the standards of performance set forth in the Recitals that may reasonably be expected by City. 3. TERM This Agreement shall commence on the date first written above and will terminate on June 25, 2022 after the event or one calendar day after the date of the event, whichever date occurs first, unless terminated earlier in accordance with Section 13 below. 4. INDEPENDENT CONTRACTOR Contractor shall, during the entire term of this Agreement, be construed to be an independent Contractor and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer -employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Contractor performs the services which are the subject matter of this Agreement; however, the services to be provided by Contractor shall be provided in a manner consistent with all applicable standards and regulations governing such services. Contractor shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. Contractor shall require, in its agreement with Julissa Arce, that they and any of their staff, employees or contractors, will adhere to all of the terms of the Contractor's Agreement with City for this event. 5. INDEMNIFICATION Contractor agrees to defend, and shall indemnify and hold harmless the City, its officers, agents, employees, contractors, 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 negligent operations of the Contractor, its subcontractors, agents, employees, or other persons acting on its behalf which relates to the services described in section I 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 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 parry 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. Notwithstanding the foregoing, to the extent Contractor's services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Contractor. Page 2 of 7 6. INTELLECTUAL PROPERTY INDEMNIFICATION Contractor shall defend and indemnify the City, its officers, agents, representatives, and employees against any and all liability, including costs, for infringement of any United States' letters patent, trademark, or copyright infringement, including costs, contained in the work product or documents provided by Contractor to the City pursuant to this Agreement. RECORDS Contractor shall keep records and invoices in connection with the work to be performed under this Agreement. Contractor shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any services, expenditures, and disbursements charged to the City for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Contractor under this Agreement. All such records and invoices shall be clearly identifiable. Contractor shall allow a representative of the City to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement during regular business hours. Contractor shall allow inspection of all work, data, documents, proceedings, and activities related to this Agreement for a period of three (3) years from the date of final payment to Contractor under this Agreement. 8. 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. 9. 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. 10. NON-DISCRIMINATION Contractor shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, gender identity, gender expression, gender, medical conditions, genetic information, or military and veteran status, age, national origin, ancestry, or disability, as defined and prohibited by Page 3 of 7 applicable law, in the recruitment, selection, teaching, training, utilization, promotion, termination or other employment related activities or any services provided under this Agreement. Contractor affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 11. 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 terns 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 or the City. Each party to this Agreementacknowledges 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 is not embodied herein. 12. 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. 13. TERMINATION This Agreement may be terminated by the City upon thirty(30) calendar days written notice of termination. In such event, Contractor shall be entitled to receive and the City shall pay Contractor compensation for all services performed by Contractor prior to receipt of such notice of termination, subject to the following conditions: a. As a condition of such payment, the Executive Director may require Contractor to deliver to the City all work product(s) completed as of such date, and in such case such work product shall be the property of the City unless prohibited by law, and Contractor consents to the City's use thereof for such purposes as the City deems appropriate. b. Payment need not be made for work that fails to meet the standard of performance specified in the Recitals of this Agreement. 14. WAIVER No waiver of breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this Agreement shall be effective unless it is in writing and signed by the party waiving the breach, failure, right or remedy. No waiver of any breach, failure or right, or remedy shall be deemed a waiver of any other breach, failure, right or remedy, whether or not similar, nor shall any waiver Page 4 of 7 constitute a continuing waiver unless the writing so specifies. 15. 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. 16. 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. 17. 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 fax 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: Executive Director, Brian Sternberg Library Services Agency City of Santa Ana 20 Civic Center Plaza (M-75) P.O. Box 1988 Santa Ana, California 92702 Fax:714-647-5291 Page 5 of 7 N-2022-155 To Contractor: Dos Rayas, LLC. 5015 Denker Ave Los Angeles, CA 90062 Natzely Arcerd'amail.com 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 fax, 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. 18. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature herein below 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. The Agreement is the final and complete agreement and any prior or contemporaneous agreements for similar services between the parties is superseded by this Agreement. This shall not apply where the Parties are currently engaged and Contractor is providing services not contemplated by this Agreement C. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: CITY OF SANTA ANA Daisy Come 1 Kristine Ridge Clerk of the ouncil City Manager [signatures on next page] Page 6 of 7 APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney By: —_ Biari�on Salvatierra Deputy City Attorney RECOMMENDED FOR APPROVAL: Brian Sternberg Library Services Director Library Services CONTRACTOR: Juli sa Arce (Jun 2, 20221.2:09 PIDf) Name: Julissa Arce Title: President Page 7 of 7 EXHIBIT A Exhibit A SCOPE OF SERVICES VENDOR INFORMATION: Name: Dos Rayas LLC Address: 5015 Denker Ave. Los Angeles, Ca. 90062 Phone Number: NA Email Address: natzel, .aarceggmail.com EVENT: Author Presentation and Reading/Q&A Session & Book Signing for Julissa Arce LOCATION: Santa Ana Public Library, 26 Civic Center Plaza, Santa Ana, CA 92701 TERM: One-time event: Saturday, June 25, 2022 COMPENSATION: $ 1,000.00 DESCRIPTION: Author Julissa Arce, will provide a presentation and reading of her latest book You Sound Like A White Girl. She will do a Q & A and a book signing once the presentation concludes. The presentation will be conducted in person and attendees will be required to register in advance. It will be hosted by Patty Lopez, Principal Librarian in charge of Adult Services at the Santa Ana Public Library as part of the Author Hour Series. The presentation is free and everyone can attend. It will take place one time on Saturday, June 25, 2022 from 1:00-2:30 p.m. at the Santa Ana Public Library. Julissa Arce will be compensated $1,000.00 for her presentation.