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Home My WebLink AboutAGHJAYAN, EDWARD K. 1 - 2004 ~ AGREEMENT TERMINATION Please complete this form when the attached agreement is no longer in effect. Return form to the Sf. Deputy Clerk of the Council (M-30). Call 647-5238 if you have any questions. - - - - - --- -- - - - - - - - - - -- - - -- - - - - - - - - - - - - - - - - - - - - - - - - -- - - - - - - - - - - - - -- The agreement with ~~ ) ~ was completed on {,. /i:J . oS- , No./J-;;xoo4-o'/0 l::J:; Depl!1'Hyent: \1~<\, .->-1... Signature: ';11:61;V a -Iii.' ...::~ Date: , and final payment has been made. 't&- '7. /~ . OJ Revised 8-7-03 City of Santa Ana Clerk of the Council \[¡SURMiCE NOT fŒQUIREO WORf\ MAY PROCEED CLERK OF COUNCIL í-t1-otJ .ftt ~ THIS AGREEMENT, made and entered into this -Z<6 day of Þf , ,2004 by and between Edward K. Aghjayan (hereinafter "Consultant"), and the City f Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California (hereinafter "City"). ". DATb t:PW~ fr. caJJ.L ) N-2004-096 CONSULTANT AGREEMENT RECITALS A. The City desires to retain a consultant having special skill and knowledge in the field of electrical utilities and services. 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 ofthe mutual and respective promises, and subject to the tenns and conditions hereinafter set forth, the parties agree as follows: 1. SCOPE OF SERVICES Consultant shall provide strategic planning and consultation regarding provision of electrical services. Consultant shall prepare a report identifying City's strategic options for providing electrical services to the community. 2. COMPENSATION a. City agrees to pay, and Consultant agrees to accept as total payment for its services, at the hourly rate of $180.00. The total sum to be expended under this Agreement shall not exceed $10,000 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, subject 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 tenninate on June 30, 2005, unless tenninated earlier in accordance with Section 10, below. The term of this .. . . Agreement may be extended upon a writing executed by the Executive Director of the Public Works Agency and the City Attorney. 4. INDEPENDENT CONTRACTOR Consultant shall, during the entire tenn 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 perfonns 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. CONFIDENTIALITY If Consultant receives from the City infonnation which due to the nature of such infonnation is reasonably understood to be confidential and/or proprietary, Consultant agrees that it shall not use or disclose such infonnation except in the perfonnance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own infonnation of like importance, but in no event less than reasonable care. "Confidential Infonnation" shall include all nonpublic infonnation. Confidential infonnation includes not only written infonnation, but also infonnation transferred orally, visually, electronically, or by other means. Confidential infonnation 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 infonnation 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 of law; or (e) is independently developed by the Consultant without reference to infonnation disclosed by the City. 6. 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 perfonnance of services specified under this Agreement. 7. 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 2 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 Public Works Agency City of Santa Ana 20 Civic Center Plaza (M-21) P.O. Box 1988 Santa Ana, California 92702 telefacsimile (714) 647-5654 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 To Consultant: Edward K. Aghjayan 19532 Ranch Lane #102 Huntington Beach. CA 92648 telefacsimile (714) 960-5089 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. 8. 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 3 , , . . , , 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. 9. 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. 10. 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, 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. 11. 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. 12. 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. 4 , I t. 13. LIMITATION OF LIABILITY Neither party shall be liable to the other, whether in contract or in tort (including negligence, strict liability, or otherwise) for any consequential damages resulting from the performance or nonperformance of its obligations under the Agreement, or from termination of the Agreement. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: CITY OF SANTA ANA -ft. ~ (:. /....- ..- .- - P~~~-EL<Ii~~-;~- Õ Clerk of the Council \. r------- . ) - ~ J) / kC~=z.. / IDA VID N. REAM ' City Manager ) -_.~ APPROVED AS TO FORM: JOSEPH W. FLETCHER City Attorney ~ ~. By: '(Æ~¿ ()R{7 Lau a Sheedy Assistant City Attorney' RECOMMENDED FOR OVAL: CONSULTANT JJ -o9<t4nrr Tax ID# 5