HomeMy WebLinkAboutAMERICAN RED CROSS 2 - 2005
INS"\R"~'CE ".., ( 'J:\l~!:
L .'il~ ¡\',J, ,-.!'
WORK M¡W N(\ p,U,IED
CLERK m ,,\JuNCIl
DATE, À-~-os
N-2005-010
STANDARD CONSULTANT AGREEMENT
C. : (lift,{
c..¡('~~
THIS AGREEMENT, made and entered into this ~'1~ day of ~, 2005 by
and between American Red Cross Orange County Chapter (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
CPR and First Aid instruction.
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 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 provide adult CPR/First Aid instruction for selected City employees.
The instruction will take place at City facilities on a schedule mutually agreed between City and
Consultant. Each participating City employee shall be provided with an instruction manual. The
class size shall not be less than 10 nor more than 80 participants.
2.
COMPENSATION
a. City agrees to pay, and Consultant agrees to accept as total payment for its services, a
rate of $55.00 per City employee participant. Provided however, the total sum to be expended
under this Agreement shall not exceed $10,000.00 during the term of this Agreement for all
hours worked, travel and expenses.
b. Consultant shall submit a detailed invoice after each class showing services
preformed. 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 June 30,
2005, 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 Personnel
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 subj ect 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 A upon
execution of this Agreement and shall be approved in form by the City Attorney.
b. 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.
c. The following requirements apply to the insurance to be provided by Consultant
pursuant to this section:
2
(i)
Consultant shall maintain all insurance required above in full force and
effect for the entire period covered by this Agreement.
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.
(ii)
(iii)
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 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. 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 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. 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
3
disclosed by operation of law; 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, California 92702-1988
telefacsimile (714) 647-6956
With courtesy copy to:
Personnel Services Agency
City of Santa Ana
20 Civic Center Plaza (M-24)
P.O. Box 1988
Santa Ana, California 92702-1988
telefacsimile (714) 647-6930
To Consultant:
American Red Cross
Orange County Chapter
601 N. Golden Circle Drive
P.O. Box 11364
Santa Ana, California 92711-1364
Attn: Susan Holcombe
A party may change its address by giving notice in writing to the other party. If sent by
mail, any 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 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.
4
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 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.
5
15.
PROFESSIONAL LICENSES
Consultant shall, throughout the term of this Agreement, maintain all necessary licenses,
permits, approvals, waivers, and exemptions necessary for the provision ofthe 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.
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
indemnity 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.
ã;. .,. #~
PATRICIA E. HEALY
Clerk of the Council
CITY OF SANTA ANA:
~~
DAVIDN.REAM
City Manager
APPROVED AS TO FORM:
''-,.C->/
}
](')SEPH W.
City Attorney
RECOMMENDED FOR APPROVAL:
CONSULTANT
.---
~~~<~
DEBBIE LEAHY-G
Director HSS
Tax ID# 95-2147648
6
EXHIBIT A
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 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
Named Insured
Countersigned by
Authorized Representative
7
1
0~/09/2005
09:52
714-647-6930
From: M~fJlh, Inc,
P~ge: '212
PERSONNEL DEPT
Date: 2191200510:37:38 AM
PAGE
02
a.",-'''-'''''' ", .. '.. "" ",,-.",_.' .','... ,.""",,,~,,,,,,,,,,,-,,,,,,,,,,,,--,','.",,.<q'.",,,,-,"'>r"''''''~''._.'''''''---~'
L~,~.'~~;. ;.I.'~,~_:' ,-": :' ,.'~,~::,: ,: ~- ,:-,~._'>~-- n ,,~':- ~'.,:::-',";--.':',"':':C ":--"';",,:,:~:~:~,~:.,~:~:.~,:;,~AgZ~~~j~i:{;t~::'.-2~,Ltn§L@~i:~. :.~. ~,',C:~,'
PAOOUŒ'I
"'''' USA I... (Nul..llO)
00 .... 1_75
..."'.... "IN 3721lioii117:5
AOn: JOYCE HARRIS
REDCROSS.C~TREQUDT.IIARSH~COM
--
NU6i~1r
l~fH)3
,"" &Clr'rl'lÇI\."'f'E - I...,ED'M '" MAT1I.!'I GF ..'GIU'MlgI GML,Y ..0 ~"FU6
"0 II.NT. UI'OM 1M( CU,IeA'tI NOlDEII' 01M(ft 'IUN '7MOK ~.~!)t:O H TttE
"guc:r. "1M. ŒIIITw:ÞCAl'( DOES .OT ...~..o. U,1(1IÐ D~ N. ttll TM{ CO\'I¡-DAC(
.,œOiO II' ,.,.( 'Ollœ:. 01««1.0 MU(IIlI.
CoMPAHIEa ."OPl.DING QOVERAGE
O 2;2.1\LL,(Io\Soð4.QII
ORIIN CA
CUE
NONE UAlL
"""''''.
. OLD ~EPURLlC: INSURANCE CO
.lUftfD
OfW QE CO\,III'!V CHl,P'TiR
A_ICAN IImC~
101 N OOlDEN CIJICLE DR
SANTA ANA. ell 112705
N-d.DO£:- 010
"""""'.
I Nil,
~",.
C
--,-,---'", -'.-..
"""""'"
0
'".'
. ~I~ ,.;, TO Œfl:TIf"1' THKI' F'o..fQI'9I 0" INalR/fIIjŒ' OfSJilI!!lEO ~1!"eN H-^~'æEN IMJe6'TQ ~F. iN:üFí!:6~N';'¡e~~' ~E'~l;'iN' Fm THF F'â',Cr ~lm'INt7.r:^~1}
...ørw'TH!¡ß"""P'4t1 ,./f" "eQ,ll ll e~T, 1æ1W eft OCNgmQII GF MY ~1d;J ( R 0'Tt-'0fR. DOQJMENT WTH .It.E3''EGTTQWiI()1 ~c: œRTlFIGATC MAv!!IE 13:.'JJf'Q rm ,.,.......
""',"AlN, 'T'Þ-IF. IN!lJA.lrNŒ .IF"OIIII)I~ IN 'ft.II! IIrrðUO!$(Jf,:~6:) H~lii!eN ~~tJ..IeÇTTO ""1, 11-'1: "11::FlIo,I~ CQpo,fDITIQfof*,lWO f.X~ ~~\'I~* Q" .:11,10-< Po;"/I'QF"'F "'~FlF(;"'TF
UMlr!il9>l~ MJI.If IoIAWõ"'~ RmUŒÞ b"''''''Þ a......,
m___'_-
00
,,.
rr"l! 011 ."'MtGI
PaucrIUII..
,000tCf IfflClW(
DAn ".IODNY}
0710'1104
'Olgll,IIIIATlOt
DAlI "'.IODM')
07101/05
coon.
x
x -
aJrOllœL¡ LUIIILIt'I
.
œNe'UI M1:JiêAA'f'E .$
~Q~çr:, -~~~ ~~ S
N!lIImNJt.-I.JtJ'JIIII..uIltV S
IA~ OCQJ~~~N . H ¡
!:~~e:O~....l~~"It~I_~." '$
umDP ¡"".~. --- ..
5,000,000
""~~.OOO.OOO
.- ------,-_...
5.000,000
. 5:4100,000
. N¡¡'
10,000
A
ŒN£..lI.IIII.ITY
"WZZS0345
X c;:a.,Me\Oll OI!!JII!"""" lINIUTT
X c...-.8U08 0 OŒ1JR
(J Wr l!!If8l.awT'IIIlCI'OIt't'lIR'ør
-
~0VI1JII'1E()6IN(JlE uMrT
s
"" ILITO
1i.1. Me NJTQI
""1I11lID """"
......""""
__1IUTm
8ODII.YIN.J.JRV
"""p.......
s
--.--,-.-..-.--
IIODIlYIN.1JIIIV
(P.~I
s
......_n_..._"_-.
~OCII.IITVD..uG i
s
WJlAøC ll&8Ut\'
ftlVAUTO
AJT,~2..N!_'!:.-.~~~9-~~!-
.Q!.~_:!H~ HJt<? OOlY
I
"'"
..0..
I:;,&O-I.A.COOE"IT S
AQl:A!GA'I"e ,$
eACH a:GJ"~ENΠS
MJ~~EJ.A~ . 1 $
$
-.---
iii UllMIUT't
--~~,-.-.
VMfRfU,AI'(JWI
grJ1iRi1iMUII1Ift1i.l^"(JU I
I"", ,
'."LO\Itltl'l1Ml.1TY
I ~ PRð,.1!mItI
g>NI¡TJiI&R.IIIQJT1'Æ
ðI'I~.MI!
T~Y l,'M,fã
El !AOI ACODeNT S
fl tJI£ÞæPQ.IC'r LIMIT S
II;;~ DI~~-I1"H>t r~Þt.ðItC' S
--
..-.,--.
ðl!.t~.'MIt "".~ IMfllCLEWlPECIII. m:..
ADULT CPR, STANOARO FIF<ST "'0'\'0 aE HELD BElWEEN 7I11O~ 10 711/05. THE CI1Y Of SJlNTA ANA, 20CI\IIC cËNT£R pLAZA, SANTAA.A CA
Ð7101. I"IS OFFICERS, EMPLOYEES, AGEN'm, AND VOLUNTEERS ARE INCLUOEC M AODIT1ONALINSUREDS AS RESPECTS THEIR INT1'RESTS
8OAÞ"- cfI - ...,..,œ..¡:e_l8II!b I'I!!~" e~ c.o.- ,,!Q III!'P'QI<I!' TI1!' ................."...... T",~'d>
GI1Y OF IANtAANA
ATTN:"'" S1IICEL~T>tER
~ CIIoIC CEIfÆR PUIZA, .."".
SANTA ANAl eA G27t11
JM!! """"I!" ,l,llJ( lltIIlNO ~"'(JI!I 1I8\.l I!'I[MI.IIII(JII 'R;I ... --3JI, O,i'" W-ITTJI- 1i11t!11()I TO '"'
œltTW'1Q'IT1! HCJ.~I'I Nl'l1eÐ i'EIIe... ~ n.llloll\t Tog - :lUGH r«mc:f ..... t ¥,Q1iIF 11('''- ,....,,- "'"
~IMLIJT rr Htt'''II'C U'QII'n8 HIIIE~ 1IPQf\QlttQ CW~MIIL 'T.,.,Qt:M.O" 1ll1E",IJI!'''''U''''" 0. 'NIl'
1-- 1I»1MIICIIIm'1aII"q
..... "..c.
- a.-egmy L. Danielll
Ct.þ~ ~
"v¡üii' ¡3'ÕF"~'~' ,œ;ös'
~".,..
Ëci~~~'~~~;;"::'~:~':~;~:'~::'::;~:~:..h.::'..'--;';~~'~:::-;:.~:~~",~,~,:,~,:",:::.~'~~¿-§~~~l?:J~~;~...;;:,.'..~...'~*..:'."....' ,', ","
83/09/2005 09:52
~ ~~ial,,~IU? ~~;1~
714-647-6930
fJ.ql:1.j::'b~cJ/ ...........,
"'rom: 114V11-/--
PERSONNEL DEPT
ð.MER R\::C ,:Rw;S. . .
....,. LJt. ",M. ~ ¡ \II'£\lVOJI II.. lA:J u£ r ..,.
PAGE 01
:"Q~~' ;J::
'-'
&JUII8ITA
ADD«InHAt
~ COIIIpIIIy
Dltl fl.tp..~ (Ie
t1II8 __A --.lftII4fift8l11£h ÌJuur8nI:c. ÌJ: afJooIed by the pro"isions of Policy
. i1\. ~oa't""'o~t81a1!i1& to tb81D1l°WÎll8:
I. ". Cft)r o(SMra "".. 20 Ci,,;c Ccnccr I'laza. SIIII. Ana. C.liforni. ~27()i: '"
oMccn. smplo~. ~ff, vohmlcen end rcprur,.....ùves are tIt.'IIlI'd.s additiom,J Jn$...r~J.
("tddíIlOOlll.......") ..,jib ~8Ifd to lí8bilily and defen8l! of $\ù($ Nising from Ihe O,,"otIO~'
1IIII1III1""0lIIIIICI by or QI] IIchalf of the uamed i1l.fUml~
2. Willi r!>,. III claillls arism, out of~, operations IIJ1d wc. po:r(Qm.ed by UI' ,m
bebllfoC"-' UINå ill8l1red, IIICh in~, II is dooied by thia poIíc,V i~ J'lÍIllIØY w i. "",
addldclNl fu or OOII.Iri1Iutiae willi 811)' olber ÍllIIInIICO wrric4 by or for lb. ~efil of the
...w;oØIII too- rI.t.
,. TNt -- aJ'þlica I8J)8r8Iely to euh i.,,\11'e4 ..ainn whom cI.im IS l11~dc or
*lit il ~ UCCJII willi røpeet tc!he cDl1\p8ll:Y. Jitllill o(li!lbill!y. The inçJuàon of Wl)
pInDI1 or OIpIiØfJOIIII .. ÎtIIIIIrerl shall nOt aff'act ..,l'Ípl which .Ii<:h ¡moon or or 8lli,.at;on
wwld h8ve . .. eJlilfl8lt if IIðI .. included.
.. Witb 1...p84 to tM ~ inslll'tda. this insunnœ shall 1101 he "lII1crlkcf. <lr
...-tllly l'Iduced in CO".. or limiu I!XtIO!pt after lhirty (JO) daYI -;ttcn notl~ h.. """r)
IÎ"" to tile City of Samå ....... 20 Civic CanI~J '"lUll, SU\8 An., Californi. 927°'
(C-.' ;.. 9rUW fbIIowillC,. ¡ \Cladl.... countcr,I IIII~. is ttqllired I.., maIL,. Ihis end"""nI"nl
eff8øIj~.)
1Il..1... - O-'/OJ 10... - ~1 JOt J oS"
Pollcy-- f)1W~;!'5a~-
........ III ~1tJ, ø~A"'IA,4..,.. .
.' Ihisl:lldDnanenl fonn II" . pnr1 (:f
N""" In8urcd
, iI. .~~ ~. -..:f'''' -.....)
Cuunterslgne¡t by
AüIIioi1zed Rq,resentatly.
'V\<iO.U -'lS
TO FORM
J.þ.
.
.',íU118 .r;IHI Shce
""~(¡.J.j \,. cJy
,r lIrl]~~