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Home My WebLink AboutSilva, Luis F. 1F ,~ • . AGREEMENT TERMINATION Please complete this form when the attached agreement is no longer in effect.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). Ca11647-5238 if you have any questions. The agreement with lla V Y~'G~ ~ No. /V ~~`1"-07~ was completed on ~/ 7 6 ~ ,and final payment has been made. Department: ~ C Signature: U ~'p25-~ Date: '~~t~~o 5 City of Santa Ana Revised 8-7-03 Clerk of the Council ,. INSU'RANCE ON FILE WORK MAY PROCEED UNTIL INSURANCE EXPIRES 0 r II -05 CLERK Of COUNCIL4 CONSULTANT AGREEMENT DA1E: 5 - n -D ê.. : f£t:..5 THIS AGREEMENT made and entered into this Ifo day of ~^ ~ I ,2004 by úI-~) and between Luis F. Silva, an individual (hereinafter "Co~t"), andth;êit;;1;fS;;1ta Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California (hereinafter "City"). N-2004-043 RECITALS A. The City desires to retain a consultant having special skill and knowledge in the field of yoga, to instruct teen and adult classes. B. Consultant represents that Consultant is able and willing to provide such services to the City. C. In undertaking the performance 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. 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 $10,000.00 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 shall commence on the date first written above and terminate on December 31, 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 Parks, Recreation and Community Services 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 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 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 $1 ,000,000 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. 2 '. (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. 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. (iii) 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 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 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 I of 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 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 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. 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. 3 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 copy to: Executive Director of Parks, Recreation and Community Services City of Santa Ana 20 Civic Center Plaza (M-23) P.O. Box 1988 Santa Ana, California 92702 telefacsimile (714) 571-4235 To Consultant: Luis F. Silva 902 Newhope Street Santa Ana, California 92703 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. 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 4 , 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 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. 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 of termination. 13. DISCRIMINATION 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. 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 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 govemmental agencies. Consultant 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. 5 '. 16. MISCELLANEOUS PROVISIONS a. 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 PATRICIA E. HEALY Clerk ofthe Council ~ .óA VID N. REAM City Manager APPROVED AS TO FORM: JOSEPH W. FLETCHER City Attorney BY/x{~C\r~>¡ (,\L¡'C,(l, Laura Sheedy / Assistant City Attorney RECOMMENDED FOR APPROVAL: CONSULTANT JO " RIBBLE Executive Director of Parks, Recreation and Community Services TaxID#~ 6 . EXHIBIT A SCOPE OF SERVICES Consultant shall provide Yoga instruction for teens and adults as follows: FEES . Consultant shall instruct a two-hour class, twice a week, during monthly sessions beginning April 12, 2004. Consultant has scheduled the classes at the EI Salvador Recreation Center on Monday and Wednesday from 7:00 pm to 9:00 pm. Consultant may adjust the schedule, based on the availability of rooms in the City's facility. Each class shall have a minimum of 4 and a maximum of 10, registered and paid participants. If the minimum registration has not been reached by the first class, the class may be cancelled by mutual agreement of Consultant and City, with no compensation owed Consultant for any cancelled class session. . . . . Each participant shall pay a class registration fee of $3 .00 per class, payable monthly in advance. No refunds will be made to participants after the first week of class unless the class is cancelled by the Parks, Recreation and Community Services Agency. City shall collect registration fees from each participant. Consultant shall refer interested students to City for registration. Consultant shall receive seventy percent (70%) of total fees collected for the Yoga classes within fifteen (15) working days after completion of each class session. City shall retain thirty percent (30%) of the fees collected. Consultant agrees that City shall be entitled to audit Consultant's records and classes to ensure compliance with this Agreement and that all participants are registered. Consultant may not waive class participation/registration fees. City shall prepare class rosters and provide a copy to Consultant. Only registered participants, listed on roster, may participate in class. . . . . . . 7 EXHIBIT B ADDITIONAL INSURED ENDORSEMENT FOR COMMERCIAL GENERAL LIABILITY POLICY Insurance Company This endorsement modifies such insurance as is afforded by the provisions of Policy # relating to the following: 1. The City of Santa Ana, 20 Civic Center Plaza, Santa Ana, California 92701; its officers, employees, agents, volunteers and representatives are named as additional insureds ("additional insureds") with regard to liability and defense of suits arising from the operations and uses performed by or on behalf of the named insured. 2. With respect to claims arising out ofthe operations and uses performed by or on behalf of the named insured, such insurance as is afforded by this policy is primary and is not additional to or contributing with any other insurance carried by or for the benefit of the additional insureds. 3. This insurance applies separately to each insured against whom claim is made or suit is brought except with respect to the company's limits of liability. The inclusion of any person or organization as an insured shall not affect any right which such person or organization would have as a claimant if not so included. 4. With respect to the additional insureds, this insurance shall not be cancelled, or materially reduced in coverage or limits except after thirty (30) days written notice has been given to the City of Santa Ana, 20 Civic Center Plaza, Santa Ana, California 92701. (Completion of the following, including countersignature, is required to make this endorsement effective.) Effective Policy # Issued to , this endorsement form as a part of Named Insured Countersigned by Authorized Representative 8 Ma~ 06 04 01:41p 0~10512BB4 11:15 p.2 B5B5190B22 FITNESS AND WELLNESS PAGE 021B3 ~ TM DATE (MMIOO/VYYY) CERTIFICATE OF LIABILITY INSURANCE MAW. THIS C&RmrcA.TE IS ISSlIED AS A MATTeR OF INFORMAnON ONLY AND CONFERS NO RICIoIU UPON TME CERTlFICAn HOLDER. THt8 CERTIFiCATE DOES f'OT AMEND, EXTEND OR At TER TH COVERAGE AFFOR ag 'V THE POLletn r!L PAo!'>UCtR FtTN~SS AND WI LLNESS INSURANCE "G~NCY :ItiO STEVENS A~ ,NUE, SUITE 206 SOlANA BEACH ;A 92075 INSURERS A.FOIIOING COVERAGE ,~ A. Z.urlch AMerican InsU1'an<:1 Complny INSURER B INSURER C INSURER [): 'NSIJFtER E NJ\ICIIf - - AgoncCUç#o 0028716_- ':=J= . INSI,JREO LUIS F. SILl' 802 N. NEW lOPE ST. SANTA AN. CA 92703 _.---- - '- -- COVeRAGES "111@ I"OlICI£8 OF IN. UFV.Ncr LISTED BiLOW M\'£ eEEN ISsueD TO j)Œ 1NSU"'~ tU.MiD ABOVE FOR THE F'OI,¡CY PiRIOO fN01ÇA.T~O. HOTVtllTt'S'TANOING At« REQUlI't!MG.rr, 1iRf.,t OR C[)NJITI~N OF AN'" tON'TRACT OR OTHER gQCUMENi WIT'" R~!CT TO WHICH THIS C(;:RnFIÖA'TE M.av Ni: IsaUEO OR MAY Pf;RTAIN. THE I StJRANŒ ArfQROeO BY THt POLICIE~ Of;"$ÇRIIED HE"1i:1N IS sUBJECT TO ^Ll niE TERMS. uCl.U51O\IIS "NO CO"lOITIONS OF 9uç~1 POllCll!S "GGReC:A" i LIMITS SHOWN WAY HAVE ~I;N Ri!ooCËD 1'( 11",10 C~1M6. N:: ~~~ TY1'E 01 HIUIlANCE O£tolERAll..Bt1.I1'Y I '~.)( , COOl iRCIAl OENE~l UA81L1 I I ¡ I .AI"S MADEI~ or::CUR. -)-- "! -_I --. ()EN'l "GCi :EêATE llN1T ,yP1JES P.R X POL\("----: Lor: AUTOMQD' .e 1J,AIIIlITy i~- , A.V uf. I P,LI.( oNNiD"lJTO$ !.---= SCW JUlEDAU10S i-" I'II~' AUTOS NON )w~fD A.UTOS ---_. -- r~ -" "-"- -- ":.rw~",~" UNlIT! MAR 11 05 eCV"P;[Ncr "2 DOO,oOð I)I,t,UoOtTCIMoNniO - ;--" -10DOoo PREMl8U-MUllZw"hI!~'I-" .--...!.-- M!!D.tKP(Al'Ivo"e~lI.~ I ~ 500 ---- ".-- I -~'.- ,PER~NAl&AOVI]llJURV I, 2,DOQ.000 I~AGGI[EGATE -:S- .,000,000 PROouc'!'$.c~'OÞAM. '-I~ 4:i!°Q,0Q0 CQMeINEO ~INGl.li I.tMtT :rtlt.¡;çIcftI'It . , POUCV "UMIIR E0I.9012327.oo '",-ICVEFFl'C'11VI f MAR11 04 A iBOOllY INJUI'I,V I(Pt'I"f1on) , 1~II.YII'LJU"'V ,{Pi!'I'ltcll$erol} -r--- -----¡- --, I' , 'I C,aUQ!, l "BIUTY ,- 11\f>N ,UTO PRoPERTY DAMAGE f'iII)ftteelO8l1l AUT!:! ON\.v. EA ~CC:IOtNT ¡OTÞI~ntAN _fA'" C S AUTO ONLY' S -~- --- I i)(œßt I ""IItIRLA UAlfl..lTY -! OCC IA. LJ Cl.A~Si IrMD. I ,"- I D€:O 'C,1lQI.'E '- RE'r NTIO~S WOAK.eRS CO-' EN!lATION AlII) (WLbY'eRS'LI, glUT'\' ""., '.II"II,'r.TOAI AII.'hllRlUŒ\lTlV'II OFI'IC\tUMuø.. m::luuE01 """I:IMC:IfM.~, ,'~K!llilP'IIgV1tC I~""", £AC!10CCVftf'g4CCii AOGR,ËG^TE '---- . , . '-- ----- /'12- IWC,T"'1V- O"I""I!Ft ! __lJollr.U'UlI-- E.I., EACIoI ACCJO£NT , --- ê9F e.L. 018EAS!-1!A I!MM,Cvn t P!..L.I)!S.ASIi.-PðlJCVI.IJ.!IT $ -- -- --, on-4eR i I I I DESCRIPTION, IF OPERATIONSILOCATlONSNI!HICLESlEXCLUSIONS lIDDED BY iNDORSEMENTI SPECIAL PROVISIONS C~RTlFIC"TE I OLDER ADDED AS ADDITIONAL INSURED ONLY AS THEIR INTER~STS MAY APPEAR. C 0 DE C~CE .9fíOlA.D ANY OF THi: AIP\Æ Df:SCR!I!III!D ~I.IC"S . CANCE1.\,£Q U~F~¡ TM¡ EXPIIV.T'ION ~TE THfiPEOF. -me ISSUING (':OMPAN'" WILL MAIL 'JI) !UYS wl\11'Te1 NOTICE TO ,...." C~TIf\<:.ATfj, HOLDER NAMeD TO THE IJiFT TH~ CITY 'F SANTA ANA 2Q CIVIC C :NTER PLAZA SANTA N '. CA 92101 ,lWTHQRIZEO fI. ¡C:N'f^TNE &.L ¿ ;hl;,.{ /~. Frick.CEU 0028716 @,ACORD CORPORAYION 1988 AUcrnlion: ACORD 25 121 01/0') Certifícahlt 100S Ma~ 06 04 01:42p B'IB5/2BB4 11:15 p.3 656519BB22 FITNESS AND wELLNESS PAGE B3/B3 p.ë Ma~ 04 0 07~54a ---~ , , AJ:¡DITIONAI., INSURED ENDORSEMENT FOR COMMERCIAL GENERAL LIABILITY POLICY \---- \ \ , \, C 1--/.U2lW ~ I~. C1J. Insurance ompany -'-- -- . ... This .ndars.ment mudi r... such insurnnee as is a{farded by the provisIOns of Policy . !ó()l.GDI ¡,\3;1.'Ï- 0° relating 10 lhe fallowing: <:.eØ'\Plc..<>-n-: '0 ~: 041110'ò I TIIK\tyCOfS!alffii"¡I\\fIÍ:l1rVi"Î~ C!Merì'IUn. 'S'ïI1Ut .~Ji.,~~1ïIøntíi"J'i7tJ1.; \115 otTieers. employees, 'gents. volumeers and ropresentalives are named as additional insureds ("addilÌonolmsul'Cds") with reg.rd 10 Itabilily aJ,d defense of suits amlng from the operahons and uses perfonned by or nn hehalf 0 ' lite nomed insured. -~'-, 2. With respect to claims ansing oul of the operations and USes perfomled by or on beh.lfof the n.med insured. such instlrance as is afforded by ¡his policy IS porn...y and is not addit,onal to or contributing with any alher in.urance carried ¡'y 01 rar Ihe benefil of the ~ddirional insureds. } This Insurance applies .ep:lf.tely to eaeh msured against whom claim IS made or suit " brought excel" with respoct to Ihe oompany'slimÍls ofhability. The inelusíOf Qfany person or organJz:ation;:Is an insured shall not affect any t1ght which such person Qf o't'ß,ltoniz<:Jtion would have :u; a claimanl if 1\01 so ineluded. ~. With respeot to the .ddilionalrnsureds, lhls msur~nce shall nOI be cancelled, or materially reduced in covemge or Ijmit~ except after tlut1y (30) days W"!ten notice has been ¡¡,ven to the City of Santa Ana, 20 Civic Cenler Plaza. Santa Ana. Califom;. 92701 (Completion of HtC following, including counter>ignatule. is required to make lhis endorsement effective.) Effective '31 iIlo~ - '3./1110'5. thIS endo...erncnl fonnas a part of Policy # e'bL- "'101 :> ~;,rf CEI2-r i:Þ :6'HTIDB '""'"-,"'> F ~~~~;'i!Z / l~ Ý~u3z.... RepresOOJative X-hXc ~ / ,j, -"J.:> -7"--cc.-