HomeMy WebLinkAboutMATHEWS, LOUISEi6[J Rkq NM'
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THIS AGREEMENT is entered into on this first day of July, 1997, by and
between Louise Mathews ("CONSULTANT") and the City of Santa Ana, ("CITY") a
charter city and municipal corporation of the State of California.
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WHEREAS, the CITY has need for special services and professional advice; and
WHEREAS, CONSULTANT is specially trained, experienced, expert and
competent to perform such special services;
NOW THEREFORE, in consideration of their mutual and respective promises,
and subject to the terms and conditions hereinafter set forth, the parties agree as
follows:
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A. CONSULTANT agrees to monitor, advise and consult on the "food service
operations" at the Santa Ana Jail, located at 62 Civic Center Plaza, Santa
Ana, CA 92701.
(1). "Food service operations" include, but are not limited to:
(a) Food service operational plan
(b) Staff allocation and monitoring
(c) Recipe verification
(d) Accounting systems
(e) Meal delivery monitoring
(f) Equipment analysis
(g) Equipment maintenance monitoring
(h) Vendor Relations
B. CONSULTANT shall conduct on -site inspections on all covered food service
operations every two weeks, and shall notify City, in writing, of the results of
its inspection. Such notification shall be made within five business days of
the on -site inspections.
C. CONSULTANT shall review and approve or disapprove all invoices to City
regarding food service operations.
D. CONSULTANT shall offer advice and assistance to food service contractors
regarding efficiency, production methods, invoicing and supply storage.
E. CONSULTANT shall track and follow up on all complaints and/or deficiencies
regarding food service operations. CONSULTANT shall provide written
documentation on all complaints which identify the specific complaint and
CONSULTANT's recommendation for resolution of the complaint.
F. CONSULTANT shall provide continuous telephone assistance to Jail staff.
G. CONSULTANT shall instruct Jail staff on how to effectively monitor the food
service operation and food service contractors's performance and on how to
effectively assume all duties of food service monitoring and food service
contractors monitoring.
H. CONSULTANT shall assist in dealing with equipment manufacturers and
installers.
Employees of CONSULTANT shall be subject to the City's rules, regulations
and guidelines at all times while on the premises of the CITY.
(1) On -site Employees of CONSULTANT must complete and pass a
background investigation by the Santa Ana Police Department prior to
working on -site. A violation of the CITY's rules, regulations and
guidelines may result in the termination of on -site access. The decision
to terminate on -site access based on a violation of the CITY's Rules,
Regulations and Guidelines is in the sole discretion of the Jail
Administrator.
2. CITY RESPONSIBILITIES
CITY shall provide CONSULTANT access to food service areas, operations and
food related records.
3. TERM OF AGREEMENT
The term of this Agreement shall be twelve months beginning July 1, 1997. CITY
has the right to renew the Agreement twice, for an additional twelve (12) months on
each occasion, thereby extending the Agreement to a maximum of three (3) years.
Cost for each extension made to this agreement will be mutually agreed upon by
both City /and CONSULTANT and shall not exceed nineteen thousand six hundred
dollars ($19,600).
4. COMPENSATION
Total payment to CONSULTANT by City for this Agreement shall be nineteen
thousand six hundred dollars ($19,600). Payment to CONSULTANT by City shall
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be in two payments of nine thousand eight hundred dollars ($9,800) each with
scheduled payment dates of December 31, 1997, and June 30, 1998. .
CONSULTANT shall submit a detailed invoice showing services performed prior to
payment by the CITY. Payment by the CITY shall be within thirty (30) days
following receipt of said invoices for work satisfactorily performed.
5. CONSULTANT INDEPENDENT CONTRACTOR
A. CONSULTANT agrees that CONSULTANT is an independent contractor and
not an employee of the CITY and all CONSULTANT's personnel shall be
employees of CONSULTANT and not employees of the CITY.
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.
B. CONSULTANT reserves the right to effect changes in form or name,
including, but not limited to changes from individual proprietorship,
partnership or corporation to any other such form of organization, and
likewise reserves the right to add, substitute or delete stockholders, partners,
associates and employees. This Agreement shall continue in effect with
regard to CONSULTANT under its new form or name without the necessity of
any amendment to this Agreement. The CITY shall be promptly notified of
any such change in form or name.
C. 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 CONSULTANT's retained by the CITY.
D. CONSULTANT shall not subcontract any of the services required hereunder
without prior written approval of CITY.
6. NON -ASSIGNMENT OF AGREEMENT.
Inasmuch as this Agreement is intended to secure the specialized services of the
CONSULTANT, CONSULTANT may not assign, transfer, delegate, or sublet any
interest therein without the prior written consent of the CITY and any such
assignment, transfer, delegation or sublease without the CITY's prior written
consent shall be considered null and void.
7. TERMINATION OF AGREEMENT
CITY and CONSULTANT each have the right to terminate this Agreement, without
cause, with thirty (30) days written notice to the other party. Payment will be made
to CONSULTANT on a pro rata basis in the instance of termination.
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S. 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 contract.
9. CERTIFICATION OF NONDISCRIMINATION
By signing this agreement, CONSULTANT certifies that it does not discriminate in
hiring or treatment on the basis of race, color, creed, religion, sex, age, national
origin, ancestry, physical handicap or medical condition, or veteran status, 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.
10. INDEMNIFICATION
CONSULTANT agrees to indemnify and hold harmless CITY, its officers and
employees, from and against any and all loss or damage, from any and all suits,
actions and claims filed or brought by any person or persons, arising out of
negligent acts or omissions of CONSULTANT or its subcontractors or of the
officers, agents, employees of CONSULTANT or of its subcontractors, in the
performance of this Agreement.
11. INSURANCE
Worker's Compensation Insurance:
In accordance with the provisions of Section 2700 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. CONSULTANT agrees to comply with such provisions before
commencing the performance of the work under this Agreement.
(a) The following requirements apply to all insurance to be provided by
CONSULTANT.
(i) A certificate of insurance shall be furnished to the CITY within 30
days of the execution of this Agreement.
(ii) Certificates and policies shall state that the policies shall not be
canceled or reduced in coverage or changed in any other materia
aspect without thirty (30) days prior written notice to the CITY.
(b) If CONSULTANT fails or refuses to procure or maintain the insurance
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required by this paragraph 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.
12. EXCLUSIVITY AND AMENDMENT OF AGREEMENT
This agreement supersedes any and all other agreements, either oral or in writing,
between parties hereto with respect to employment of CONSULTANT by CITY and
contains all covenants and agreements between parties with respect to such
employment in any manner whatsoever. 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, and that no other agreement or
amendment hereto shall be effect unless executed in writing and signed by both
CITY and CONSULTANT. CONSULTANT shall be entitled to no other benefits
than those specified herein. No changes, amendments or alterations shall be
effective unless in writing and signed by both parties. CONSULTANT specifically
acknowledges that in entering into and executing this Agreement, CONSULTANT
relies solely upon the provisions contained in this Agreement and no others.
14. WRITTEN COMMUNICATIONS
All notices or other communication hereunder shall be deemed to be duly given
when made in writing and delivered in person or deposited in the United States
Mail, postage paid, certified mail, return receipt requested and addressed as
follows:
To CITY:
Russ Davis
Jail Administrator
62 Civic Center Plaza
PO Box 1981
City of Santa Ana
Santa Ana, CA 92702
16. VALIDITY
To CONSULTANT:
Louise Mathews
9212 Pennywood
Santee, CA 92071
If any term, covenant, condition or provision of this Agreement is held by a court of
competent jurisdiction to be invalid, void or unenforceable, the remainder of the
provisions hereof shall remain in full force and effect and shall in no way be
affected, impaired or invalidated thereby.
16. LAWS GOVERNING THIS AGREEMENT
This Agreement has been executed and delivered in the State of California and the
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validity, enforce ability and interpretation of any of the clauses of this Agreement
shall be determined and governed by the laws of the State of California. All duties
and obligation of the parties created hereunder are performable in Orange County
and such County 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.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
signed by their duly authorized representatives the day and year first above written.
ATTEST:
adice C. Guy
Clerk of the Council
Hubh WHalfor
_
Assistant City Attorney
FAI
David Ream
CITY Manager
RECOMMENDED FOR APPROVAL
Paul M. Walters
Chief of Police
CITY OF SANTA ANA
a municipal corporation of the State of
California
...............
guel A. Pulido
Mayor
CONSULTANT;
(�7o ise Mathews
... . ..... . .. .
Tax ID Number
IN
FIRST AMENDMENT TO FOOD SERVICE CONSULTATIO
AGREEMENT BETWEEN LOUISE MATHEWS
AND THE CITY OF SANTA ANA
THIS FIRST AMENDMENT TO AGREEMENT ("AMENDMENT") is entered
into on this first day of July, 1998, by and between Louise Mathews ("CONSULTANT")
and the City of Santa Ana, ("CITY") a charter city and municipal corporation of the State
of California.
RECITALS:
1. The CITY and CONSULTANT entered into an agreement
("AGREEMENT") for professional services of Louise Mathews
("Consultant") as a food consultant on July 1, 1997.
2. Said AGREEMENT provided that the initial contract period, July 1,
1997 through June 30, 1998, may be extended twice, for two
additional 12 month periods, thereby extending the agreement to a
maximum of three years. Said AGREEMENT provided that the cost
for the 12-month extensions shall not exceed nineteen thousand six
hundred dollars ($19,600) for each 12-month period,
3. The parties hereto desire to amend said AGREEMENT to extend
the period of CONSULTANT'S services from July 1, 1998, to June
30, 1999, in accordance with the provisions of the original
AGREEMENT.
WHEREFORE, in consideration of the mutual and respective covenants
and promises contained in the AGREEMENT, and subject to all of the terms and
conditions of the AGREEMENT, except those amended in this AMENDMENT,
CITY and CONSULTANT hereby agree as follows:
A. Section 3 "Term of Agreement" of said AGREEMENT is hereby
amended to reflect the time period of July 1, 1998 to June 30, 1999.
B. Section 4 "Compensation" is amended to reflect that the maximum
amount payable under this AMENDMENT for the time period of July
1, 1998 to June 30, 1999, shall be nineteen thousand six hundred
($19,600.00). Payment to CONSULTANT by City shall be in two
payments of nine thousand eight hundred dollars ($9,800) each with
scheduled payment dates of December 31, 1998, and June 30, 1999.
CONSULTANT shall submit a detailed invoice showing services
performed prior to payment by the CITY. Payment by the CITY shall be
within thirty (30) days following receipt of said invoices for work
satisfactorily performed.
IN WITNESS WHEREOF, the CITY and CONSULTANT have executed
this AMENDMENT on the day and year first herein above set forth.
nii C e C. Guy
�.
Clerk of the Council
Hughafford
Assistant City Attorney
APPROVED AS TO CONTENT:
�, avid Ream
CITY Manager
RECOMMENDED FOR APPROVAL
Paul M. Walters
Chief of Police
CITY OF SANTA ANA
a municipal corporation of the State of
California
iguel A. Pulido
Mayor
CONSULTANT:
O<L=se Mathews
"Tax ID Number