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Home My WebLink AboutNEW WAYS TO WORK 1 AGREEMENT TERMINATION Please complete this form when the attached agreement is no longer in effect.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. The agreement with /~ p~ 'W Q~q. ~p Ig/~ , No. /f- aOOJ-~~S was completed on / - .3 / - O 5 ,and final payment has been made. Department: C b~ Signature Date: ']l / .{ - ~ ~S Revised 8-7-03 City of Santa Ana Clerk of the Council . INSURANCE UN FILL WORK M \Y PROCEED UNT!L IhSURANCE EXPIRES 10 -01-05 CLERK OF COUNCIL DATE:kIO -C6 THIS AGREEMENT, made and entered into this / day of J """LL tl ....~' 2005 by e ',CDii- and between New Ways to Work, a California 501(c)(3) non-profit corporation (herel after LFij;Ju ') "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"). N-2005-015 CONSULTANT AGREEMENT RECITALS A. The City desires to retain a consultant having special skill and knowledge in the field of planning and facilitating group meetings to assist with the Santa Ana Youth Council strategic planning meetings. 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 $2,400.00 during the term of this Agreement. A portion of the total compensation will be paid by the State of California through its ETN program. The parties agree that City shall be responsible only for those expenses not paid by the State. 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 January 1,2005 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 the 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 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. 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. 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 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 2 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 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 copy to: Executive Director of the Community Development Agency City of Santa Ana Workforce Investment Board 888 W. Santa Ana, Boulevard, Suite 209 Santa Ana, California 92701 telefacsimile (714) 835-7330 To Consultant: New Ways to Work Linda England 103 Morris Street, Suite A 3 Sebastopol, California 95472 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. 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, 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. 4 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 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 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 indenmifY 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. // // // // 5 IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: ~, '-.)#-fJ PATRICIA E. HEAL Clerk ofthe Council CITY OF SANTA ANA ~~ City Manager APPROVED AS TO FORM: JOSEPH W. FLETCHER City Attorney By: i:ilAA'{A;~IL1 Laura eedy Assistant City Attorney MMENDED FOR APPROVAL: CONSULTANT Qt~~~M~~~' Vice President TaxlD# 9~- o'/'-3'lC)f 6 Santa Ana Youth Council Proposed Scope of Work New Ways to WorX proposes to conduct the following worX in partnership with the Santa Ana Youth Council: 1) Consultation with WIB staff reo Youth Council assessment and strategic planning; 2) Assist in the development of Youth Council meeting purpose and outcomes; 3) Plan Youth Council meeting with Francis Cadenas and others as appropriate; 4) Develop draft agenda for Youth Council meevng to be held January, 2005; and 5) Facilitate Youth Council meeting January, 2005. Bud et: Days Prep: Yo day @ $600 Travel and Facilitation: 1 Yo day @ $1500 2.100.00 Materials FU hart. handouts, etc Travel Airfare. around transoortation, meals 2500 275.00 Total cost for Scope of Work u d..cribed .. S 2,400.00 Payment due upon receipt of invoice at conclusion of work performed, Invoice questions and payment contact: Linda England New Ways to WorX 103 Morris Street, Suite A Sebastopol. CA 95472 Please let me know if you need any additional information, Thank you, Charlene Mouille Vice President, New Ways to WorX New Waya to Work 103 Morris Street. Surte A. Sebastopol. CA 95472 707-824-4000 707-824-4410 (faX) www,nww,org EXHIBII A ,i-'--------'" I DATE IMMIOD/YYYYl ACOBIJ.. CERTIFICATE OF LIABILITY INSURANCE 12/28/2004 PRODUCER THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION SST INSURANCE 8ROKERS INC ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR PO 80X 1489 ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. SONOMA, CA 954761489 1888) 661-3938 SV675 882 INSURERS AFFORDING COVERAGE NAIC# INSURED INSURER A:TRAVELERS PROPERTY CASUALTY COMPANY OF AMERICA NEW WAYS TO WORK, INC, SAN FRANCISCO INSURER B: 103 MORRIS STREET INSURER C: SEBASTOPOL, CA 95472 INSURER 0: INSURER E: THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT 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. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. ~~~R ~~~'; POLICY EFFECTIVE POLICY EXPIRATION TYPE OF INSURANCE POLICY NUMBER DATE (MM/DDIYYl DATE (MM/OO!YYI LIMITS A ~NERAL L1ABIITY 660-B40C2240-04 10/01/2004 10/01/2005 EACH OCCURRENCE $1000000 ~ 3~MERCIAL GENERAL LIABILITY DAMAGE TO RENTED .100,000 ~ CLAIMS MADE 00 OCCUR MEDEXPlAn one nersonl $5000 PERSONAL & ADV INJURY $1.000,000 ....."NERA' ;RFr.ATE $1000,000 ~'L AGGREGATE LIMIT AnES PER: PRODUCT" - COMPlnp AGr. $1,000,000 n:RO- X POLICY JECT LOC AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT - lEa accident) $ $1 ,000,000 - ANY AUTO - ALL OWNED AUTOS BODILY INJURY $ {Per person) - SCHEDULED AUTOS ~ HIRED AUTOS BODILY INJURY ~ {Per accidentl $ NON-OWNED AUTOS PROPERTY DAMAGE . (Peraccidenti GARAGE LIABILITY AUTO ONLY - EA ACCIDENT $ R ANY AUTO OTHER THAN EA ACC $ AUTO ONLY: AGG . 3CESS/UMBRELLA LIABILITY EACH OCCURRENCE $ OCCUR 0 CLAIMS MADE AGGREGATE $ . =1 DEDUCTIBLE . RETENTION $ $ WORKERS COMPENSATION AND I .rc;~tI~Ns I I Ol~ EMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE ^t'~1tOVtlO A- TO tlQlUv E.L. EACH ACCIDENT . OFFICER/MEMBER EXCLUDED? E.L. OlSEASE- EA EMPLOYE'E $ If yes, describe under - E.L. DISEASE - POLICY LIMIT $ SPECIAL PROVISIONS belOW OTHER 'f.')/'<. ,-;;;;(.{ Laura Sl1tt Sheedy Assistant Cit, IAHM' , DESCRIPTION OF OPERATIONS I LOCATIONS / VEHICLES I EXCLUSIONS ADDED BY ENDORSEMENT / SPECIAL PROVISIONS OFFICE CERTIFICATE HOLDER CANCELLATION COVERAGES CITY OF SANTA ANA WORK FORCE INVESTMENT BOARD A TTN: FRANCES 888 W, SANTA ANA BLVD.. STE. 209 SANTA ANA, CA 92701 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL ~ DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO DO SO SHALL IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER, ITS AGENTS OR REPRESENTATIVES. AUTHORIZED REPRESENTATIVE YII~ ACORD 25 (2001'08) @ACORD CORPORATION 1988 . II NEW WAYS TO WORK 8uilding tn., CQIIMcriD/1.1 B~rwnl1 School,. CommunJ.ty gnd lM Worltpl<<f L1NOA ENOLAND FiSCAl MANAGER 103 MORRIS STREET, SUITE A SEBASTOPOL. CA 9501n PHONE: (707) 1l.14-OOoo F~:(707)82""'0 EMAIL: L!;NGlANDIIllNWWORG WWW.NWW.ORG City of Santa Ana 1000 E Santa Ana Blvd. Suite 200 Santa Ana, CA. 92701 To Whom It May Concern: New Ways to Work will be conducting a workshop foctlle City ofSanla Ana Youth Council on January 20. 200~ and has provided a copy of a current certificate of Insurance. I, Linda England, penonal1y certify to call and nolify the City of Santa Ana regarding any change or canceDallon immediately of policy # 840C2240. If th.... "'" any question., plea.. contact my office or Travelers Service Center at 888 661-3938. Thank you for your help in this ma_. Sincerely, ;/c--.1~ fJI4-/ Linda England Fiscal Manager - STATE _ IIf'rIC% SNl FIlIIHCISCO I ANNUAL flATING ENOOR1EMlNT COM...MSATIOM IT I' AOREED THAT TIlE CLAS$lFICATIONS AND RATES PIA 5100 OF R1iMUNliflATION APPEARING 'MSU,..'MC. FUND IN n6 CONTINUOUS POLICY 1I11UED TO THIS EMPLOYER AAE AMINDl!D AS SHOWN BELOW. . . TMIS IS NOT A SILL SEND NO NQNI!Y UlILISS STATEIIINT IS ENCLOStD THE IIATlIIQ PERloo SIGINS _ ENOS AT 12:0'. PACIFIC ST-'I TIllE HERt AIlE YOUR NEW 1IATE8 FOR THE "IIIOD INDICATED. IF YO\.IA NAME 011 AIlDRESS SHOULD III! CORRIICTID OR " ftSUlIANCi IS NOT NEEOED FOR NEXT YEAA, PLEA" TnL us. CONTINUOUB PO\.ICY 515609-0. IMPORTANT RATING PERIOD 12-01-06 TO 12-01-05 IIBW WAYS TO woax IIIC 103 MORRIS IT ITS A SJ:8AS'l'OPOL, CALIF 95172 DBPOS IT PRDU UM IIUIIIIUII PRPI UM PRBIIIUII ADJUSTMJ:1l'I' PRIOD $1,082.00 $200.00 IIOIl'l'HLY R III'. NAKE OF EftPLOYER- X&W WAYS TO WORK INC. (A NON-PROFIT CORP,) CODE NO. PRINCIPAL WORK AND RATES EFFECTIVE PROK 12-01-04 TO 12-01-05 INIP-IlI BASE SIlLING RATE RAU. CLERICAL OFFICE EKPLOYEES--N,O.C, 2.08 2.09 1.82 8742 8810 SALESPERSONS--OUTSIDE. 2.39 .*.*.*..SUREAU NOTE INFORl\ATIoN*...*... PEIN 942463980 - - COUIl'I'BRSIGIIBD AIID ISSUED AT SAIl FRAIIClSCO lIOYBIIBBa 16, 2006 POLICY PORII L 1