HomeMy WebLinkAboutACE-AMERICAN CENTER 2 - 2004. J.--
AGREEMENT TERMINATION
Please complete this form when the attached agreement is no longer in effect.
Return form to the Sr. Deputy Clerk of the Council (M-30). Call 647-5238 if you have any
questions.
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The agreement with ~ '~ ~ l$j ~ ~ ~s~ No.'~~ ,DO~
was completed on ~ ,and final p~ment has been made.
Department:
Signature:
Date:
City of Santa Ana
Revised 8-7-03 Clerk of the Council
. NSUR~N(,E NOT ON ilU.
~ORK MrÙ NO í PROCEED
CLERK OF COUNCIL
DATE: ';--/3 -01
N-2004-009
CONSULTANT AGREEMENT
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THIS AGREEMENT, made and entered into this êtday of Januarv. 2004 by and between
ACE - American Center for Education (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
job preparedness instruction for clients at the Santa Ana WORK Center.
B. Consultant represents that Consultant is able and willing to provide such services to the
City.
C. In undertaking the performance ofthis 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 promises, 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 A. The total sum to be expended under this Agreement,
shall not exceed $2,000.00 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 shaH commence on the date first written above and terminate on June 30, 2004,
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 Community Development
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 ofthis
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 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$l,OOO,OOO per occurrence. Consultant shall supply
City with a fully executed additional insured endorsement in substantially the form
attached hereto as Exhibit B upon execution of this Agreement and shall be
approved in form by the City Attorney.
b. (reserved)
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 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.
d. 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 effect
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 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 ofthe 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 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 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 oflike
importance, but in no event less than reasonable care. "Confidential Information" shaH
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 oflaw; 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 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:
Executive Director of Community Development Agency
City of Santa Ana
20 Civic Center Plaza (M- 76)
P.O. Box 1988
Santa Ana, California 92702
telefacsimile (714) 647-6549
and,
City Attorney
City of Santa Ana
20 Civic Center Plaza (M-29)
P.O. Box 1988
Santa Ana, California 92702
telefacsimile (714) 647-6515
and,
Santa Ana WORK Center
1000 E. Santa Ana Blvd., #200
Santa Ana, CA 92701
Telefacsimile (714) 565-2602
To Consultant:
American Center for Education
17561 Brent Lane
Tustin, CA 92780
A party may change its address by giving notice in writing to the other party. Thereafter, any
notice, tender, demand, delivery, or other communication shaH 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.
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 shaH 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.
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 oftermination, 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 ofrace, 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 aH questions relating to its validity, interpretation, performance, and
enforcement shall be government 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.
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 her inability to obtain or maintain such permits,
licenses, approvals, waivers, and exemptions. Said inability shaH be cause for termination of
this Agreement.
16.
MISCELLANEOUS PROVISIONS
a.
Each undersigned represents and warrants that its signature hereinbelow 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.
ATTEST:
~
Patricia E. Healy
Clerk of the Council
CITY OF SANTA ANA
)
l.~ ~¿ /. ~ -..
Æ>avid N. Ream, City Manager
APPROVED AS TO FORJvf:
Joseph W. Fletcher, City Attorney
ACE - American Center for Education
By: d;-~
Lisa Storck, Assistant City Attorney
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RECOMMENDED FOR APPROVAL:
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Employer ID # or Individual SS #
Exhibit A
DATE:
TO:
Cc:
FROM:
RE:
December 20, 2003
Finance Department, City of Santa Ana
Mr. Carlos de la Riva, City of Santa Ana W/O/RIK Center
Rich Greger, Instructor, ACE-American Center for Education
Proposal for Interim Workforce Preparation Workshops for January through June 2004
I, as an instructor for the Santa Ana College, currently conduct Workforce Preparation Workshops
at the Santa Ana W/O/RIK Center and between those workshops, I critique the client resumes that are
submitted for review and suggestions. There are several days during each semester or instruction period,
when Santa Ana College is on break but the W/O/RIK Center is open and in need of my services. I hereby
offer my regular services as a consultant of ACE - American Center for Education, on such days, from
time to time as agreed upon between the W/O/RIK Center staff and myself.
I propose to submit invoices to the City of Santa Ana for my services rendered at the normal rate
of $40 per academic hour for 4 hours each day.:
January 2, 5, 6, 7, 8, 9, 2004 = 24 Hours x $40= $960
April 12, 13, 14, 15, 16,2004 = 20 Hours x $40= $800
Total = 44 Hours x $40= $1,760
Payment will be due upon your receipt of a forthcoming invoice, and completion, by either you or
me, of any other paperwork that might be required.
Thank you for your consideration towards this proposal. Should you have any questions, please
feel free to contact me, Rich Greger, at 17561 Brent Lane, Tustin, CA 92780, or Carlos de la Riva at
(714) 565-2629 or Lydia Morgan at (714) 565-2623. Please indicate your acceptance of this offer by
signing and dating below, and returning a copy to me.
This offer is accepted by the undersigned representative of the City of Santa Ana:
Signature
Date
Name and Title
Telephone Number
Rich Greger, 180409686
Instructor, ACE-American Center for Education
EVANSTON INSURANCE COMPANY
CERTIF1CATE NO.:
¡1t,I'. A}1.?,;(lio/\'" Ôtr/"/
CERTIF1CATE OF INSURANCE
EXCLUDES COVERAGE FOR NOMINEE EVENTS. SEE SEPARATE APPUCATIONS FOR NOMINEE EVENTS.
SPECIAL EVENT UABILITY PROGRAM
PRODUCER:
PUBLiC ENTITY (ADDmONAL INSURED)
Driver Alliant Insurance Services
P. O. Box 28323
Santa Ana, CA 92799-8323
(949) 660-8163
License No: OC 36861
NAMED INSURED (EVENT HOWER):
Richard Greger
17561 Brent Lane
Tustin, CA 92780
City of Santa Ana
20 Civic Center Plaza, M-28
Santa Ana, CA 92701
- OD9
EVENT INFORMATION:
TYPE: Self Improvement
DATE(S): 115/04 - 6/30/04
LOCATION: ¡,hrk ('.~nter
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 requirements, terms or conditions of any conlI'act 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.
INSURANCE CARRIER: Evanston Insurance Company
MASTER POUCY NUMBER: 04SEPIOOOOOI
MASTER POUCY DATES: EFFECTIVE: JANUARY I, 2004 EXPIRATION: JANUARY 1,2005
COMMERCIAL GENERAL LIABIUTY
General Aggregate Limit
Prod..., & Completed Operations
Personal & Advertising Injury
Each Occumnee Limit
Fim Dama¡c (Any One Fim)
MediCAl Payments (Any One Person)
OCCURRENCE FORM
DEDUCTIBLE: NONE
$ 2,000,000
1,000,000
1,000,000
1,000,000
50,000
5,000
1òcr °!S of 0
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ha been' ed ~ thaI
urn "'"""nee a"",y separa y cae even InlU y "",,'cy.., a...,....."",cyo """",nee I ,.... or even-
"Who is inlu",d" is amended '0 inelud.,.. on i......-cd, the,.....n Of organi...... shown in Ibis sehedul., hut only wilh _t to liability arising out of the
own...hip, ",.;ntcnanee or Ule of the premises used by the named insUTed (event holder}. This insu,"""" docs not apply to: Any "oceunonce" which takes place
after the event holder c<aSCS to be a tenant in that <=nises.
OTHER ADDITIONAL INSUREDS
CANCELLA nON: Should the aha"" described ""licy to cancel1ed bc{on: the expiration da.. thereof, the issuing c""1""Y wil1 mail 30 days wriltcn notice to the
certificate holder and additional in_s lisled.
AUTHORIZEDREPRESENTATNE: ~~
/\.PPRC'\¡E~ ;,'GLI,
DATE ISSUED: January 5, 2004 ,..'
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