HomeMy WebLinkAboutSt. Clare, Elisabeth 1C, 2�1os
AGREEMENT TERMINATION
Please complete this form when the attached agreement is no longeriri Mck i
Return form to the Sr. Deputy Clerk of the Council (M -30). Call 64' if X238 you have a
questions.
The agreement with �� N_ OQq;n50
was completed on �?r� L and final payment has been made.
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Revised 8 -7 -03
Department:_
Signature:
Date:
City of Santa Ana
Clerk of the Council
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INSURANCE H9J Oii ..ILl
WORK MAY NOT PROCEED
CLERK OF COUNCIL
DATE:5 -/7-0'1
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N-2004-050
CONSULTANT AGREEMENT
THIS AGREEMENT made and entered into this ~ day of Mú- ~f ,2004 by
and between Elisabeth St. Clare, an individual (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
instructing kickboxing classes.
B. Consultant represents that Consultant is able and willing to provide such services to the
City.
C. In undertaking the perfonnance of this Agreement, Consultant represents that it is
knowledgeable in its field and that any services perfonned by Consultant under this
Agreement will be perfonned in compliance with such standards as may reasonably be
expected from a professional consulting finn 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 perfonn 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 tenn of this Agreement.
b. Payment by City shall be made within thirty (30) days following receipt of proper
invoice evidencing work perfonned, subj ect to City accounting procedures. Payment need not
be made for work which fails to meet the standards of perfonnance 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 tenninated earlier in accordance with Section 12, below. The tenn of
this Agreement may be extended upon a writing executed by the Executive Director of Parks,
Recreation and Community Services and the City Attorney.
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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.
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(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
tenninate 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 ofthis 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 tenns 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 marmer with performance of services specified under
this Agreement.
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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 marmer 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:
Elisabeth St. Clare
624 E. First Street
Tustin, California 92780
Telefacsimile (714) 505-0598
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
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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 perfonned by Consultant prior to receipt of such notice of tennination.
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 affinns 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 governmental 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.
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16.
MISCELLANEOUS PROVISIONS
a. All Exhibits referenced herein and attached hereto shall be incorporated as if fiùly 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:
~E~IE:LY .
Clerk of the Council
CITY OF SANTA ANA
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City Manager
APPROVED AS TO FORM:
JOSEPH W. FLETCHER
City Attorney
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~~~D~e~r /((/(7
Assistant City Attorney
RECOMMENDED FOR APPROVAL:
CONSULTANT
èitú!u¡iJi . tt~,
ELISABETH ST. 'CLARE
---
JON P" RIBBLE
Executive Director of Parks,
Recreation and Community Services
Tax ID#
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EXHIBIT A
SCOPE OF SERVICES
Consultant shall provide kickboxing instruction for teens and adults as follows:
.
Consultant shall instruct a one-hour class, twice a week for four-week sessions,
commencing June 2.
The classes will be held at the Tustin Martial Arts Studio.
Participants may elect to attend classes on Monday/Wednesday or on Tuesday/ Thursday,
from 6:30 pm to 7:30 pm.
Each class shall have a minimum of 8 and a maximum of 20, 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.
.
.
.
.
FEES
. Each participant shall pay a $49.00 class registration fee per four-week session.
. No refunds will be made to participants after the first week of class unless the class is
cancelled by the Parks, Recreation and Cornmunity Services Agency.
. City shall collect registration fees from each participant. Consultant shall refer interested
students to City for registration.
. Consultant shall receive seventy percent (70%) of total fees collected for the classes
within fifteen (15) working days after completion of each class session. City shall retain
thirty percent (30%) of the fees collected.
. Consultant agrees that City shall be entitled to audit Consultant's records and classes to
ensure compliance with this Agreement and that all participants are registered.
. Consultant may not waive class participation/registration fees.
. City shall prepare class rosters and provide a copy to Consultant. Only registered
participants, listed on roster, may participate in class.
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EXHIBIT B
ADDITIONAL INSURED ENDORSEMENT
FOR COMMERCIAL GENERAL LIABILITY POLICY
Insurance Company rnc~J Jn$tV1 t2-~
This endorsement modi les such insurance as is afforded by the provisions of Policy
# ' LS ,::) ~ L relating to the following:
1. The City of Santa Ana, 20 Civic Center Plaza, Santa Ana, California 9270 I; 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 of the 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 9270 I.
(Completion of the following, including countersignature, is required to make this endorsement
effective.)
Effective
Policy #
Issued to
, this endorsement form as a part of
tUff-
Named Insured
Countersigned by
8
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BRANCH!
21 I
BIA
PRODUCER NUMBER ¡DATE OF ISSU ¡RENEWAL OR REPlACEMEN1~
0003252 (21.0) , 12/2/2003 NEW '
SPORTS GENERAL LIABILITY POLICY
OCCURRENCE POLICY
PURCHASING GROUP POLICY NUMBER: GL2-3000101
Item I DECLARATIONS
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CERTIFICATE NUMBER: GlS - 2031104
Named Insured
ADDRESS
.
.
Tustin Malllal AIls
7133 Grove Wood Jane
~/iSIr~I. TOWI\C~. Stale & Zip No.
.
Orange. CA 92859
2,
Policy Period;
11/24/2004
From:
11/24/2003
To
3,
COVERAGE
Sl)04'1sGer¡ørlllliøbilily! $
S ',000,000
S 50.000
11;0 I Ä-M, SlarxJørtf Tlm~ ðI LOCl1liOI1 of Promi'iot Dœ;g"aleo" ¡nllBm 1
LIMITS OF LIABILITY
9ChOCCUITMCe ¡ $ 2.000,000
s
PREMIUM
385.CO
1.000.000
i99fe9ðte
i $
Is
0
PI:'f'5Of'.aI and Advertis'ng l.iab4111y
Fire Damage {any ane fire)
2,OOQ,ODO
0
PtoøllC~S < COm )Jeled ap.raUons AggIl'lQil'It
MediCsl Expet1$Q (arlyooo Person]
; T errori:sm Risk In:sural1ce Act . CertifMtd Acts Caverðge
[!] NOI COVèred
Minimum Earned Premium
Covered
$ 0,00
$
300.DO
4.
5.
Deducttble
S
NONE
, eM':h occurrence
R~tIcm: The Named lnsu~ ~esents tI1at accident Insu~nœ m tht! al'nO\lrlt 5 )@C1f1edwlll be In fuO force and ~ct d each partlCiPM"lt in My"nd al) athletic
; pi"QÇrøtnS covered by Ihls policy.
AcCIdetr.lll$U"atlCCfeøresent:e<!iII1UhJnt:
$ 25,000
6.
This policy ~ urddt! <ill(:! ðCceptpd S"lJbjed to the printed WnditlCn$ in thiS pOlICy tuget/Jer with l/'Ie ørOvisioos. Stipulatlol1$aM òç¡reemertt$:«)ntain in the fOl/owlr11l
. fgrms(s) or endorSfl!mefTt(s).
I' GLD-2065{09/96).CG0001 (0 1/96),ClE-2002(12197),ClE.8049(06199),GlE-2013(03/W).CG2147{1 0/93),llOO03(11/85).
IlooI7(11196),llOO21 (11185),EUE-8050(OI1114).GlE-8060(04/00).GlE8023108193).GlE8046(1 :1I96),CG2135(10103 ¡.CG
: 2026( 11165),MSE~6001(2/95), .GL3879(1/03)
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CHICAGO INSURANCE COMPANY
EXECUTIVE OFFICES: 55 E. MONROE STREET. CHICAGO. ILLINOIS 60603
REPRESENTATIVE
Agent or broker
Midland Insurance Group, Inc;.
Office Add res!
1730 Park Street Ste. 207
City. State. Zip
Naperville, Il 60563
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INTERSTATE
INSURANC
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j GlP 2010 (01/D3)
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