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HomeMy WebLinkAboutYOUNG, BRUCE (U.S. ADVOCACY) 3 -2005 INSURI\NCE ON FiLE WORK MAY PROCEEO UNTIL iNSURANCE EXPIRES 8 - 13 - 0> CLERK OF COUNCIL DATE: (,,-1 'f-fJ'5 A-2005-075 CONSULTANT AGREEMENT C/. tftI.O lM~\Te.) THIS AGREEMENT, made and entered into this 4th day of April, 2005 by and between Bruce Young dba U.S. Advocacy, a sole proprietorship (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 government lobbying. 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 $60,000 during the term of this Agreement ($5,000.00 per month), which sum shall include all services, rates and charges, including all expenses. 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 February 28,2006, unless terminated earlier in accordance with Section 12, below. The parties acknowledge that Consultant has provided services pursuant to this Agreement since March I, 2005, and intend that said services be included within the terms of this Agreement. The term of this Agreement may be extended upon a writing executed by the City Manager 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. b. Professional liability (errors and omissions) insurance, with a combined single limit of not less than $1,000,000 per claim. c. 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. (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. (iii) 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. 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 2 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. This indemnity and hold harmless agreement applies to all claims for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in this Section or by reason of the terms of, or effects, arising from 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 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 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 3 20 Civic Center Plaza (M-30) P.O. Box 1988 Santa Ana, CA 92702-1988 telefacsimile (714) 647-6956 With courtesy copy to: 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: U.S. Advocacy 900 Ninth Street, Suite 2100 Sacramento, California 95814 telefacsimile (916) 441-4218 Attn: Bruce Young A party may change its address by giving notice in writing to the other party. Thereafter, communication shall be addressed and transmitted to the new address. If sent by mail, 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, 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. 4 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 either party 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 City Manager 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 thereoffor 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. 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 5 immediately and in writing of her 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 indemnify 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. ATTEST: DAVIDN. R AM City Manager Q~ PATRICIA E. HEALY Clerk ofthe Council APPROVED AS TO FORM: JOSEPH W. FLETCHER City Attorney '-I' / BY:},I '(I ._^) Laura Sheedy Assistant City Attorney t. , I , CONSULTANT ~ ~~/~ B~CEYOUNG President TaxID# 20-/27:1f5/ 6 EXHIBIT A SCOPE OF SERVICES Consultant shall provide professional lobbying services as directed by City on issues in the State Legislature and with the Administration. The parties agree that the services rendered pursuant to this Agreement and the payments made therefore are not in any way contingent upon the defeat or enactment of any legislative or administrative proposal. The parties agree that such sums as are paid pursuant to this Agreement shall be deemed to be the reasonable value of services rendered hereunder. In the event that any agency or court determines that such payments were otherwise contingent, this Agreement shall be deemed rescinded. Consultant shall focus its efforts on the following: I. Represent the City's interests in Sacramento including: a. Strategic direction in the protection of local government revenue and redevelopment funds. b. Securing funds for parks and recreational centers. c. Advocating the extension of Santa Ana's Enterprise Zone d. Assisting with City's efforts to keep the Fourth District Court of Appeal in Santa Ana. 2. Assist the City in securing State grant funding. 3. Coordinate the City's efforts with our regional partners, including the Transportation Corridors Agencies, the Orange County Transportation Authority, the Orange County Water District, the League of California Cities and the California Big Ten Cities Organization. For said services, City shall pay Consultant a flat fee of $5,000.00 per month, which will include all travel and miscellaneous expenses. 7 JUN-3-2005 12:56P FROM: 916714 44 TO: 49896613 P.l CONTRACT SUBJECT TO THE COHO 10 ca"AH't" SN o DA'n (IIIWDIW) JUN 205 IS FORM. ACORD TM. I ER IS TEM RARY INSURANC PRODUC'. ...... -.- 310-322-1301 I.L.... CNSURANCe: SROXERI,lNC. P.O. BOX 2118 1'eo Eo GRAND AVI! BTE 2tQ CA UC 0D2I701 IlL seGUNDO CA 802el7.. PHONB: ~tW2Jo.1301 FAX: 310.322-1302 INSURANCE BINDER 12:01 x AM PM 1"2S DATIl EXPdtAlTDN X nu. 12-'C1.... NOON ..,.. Lloydo "'~ .- 'lIlIIl MAY 21 05 AlIG 1308 CODI!: ...... SUB CODE: T\olIlIllND!R1I UUED TO!XTBNC COVERAQIIN TKBAICMI NAMlDCOIIIvAHY JIIJIIXN/NG POLJCV I: DESCRPTIONOF OPEAATIONBNEHICL&UROPERTV (InoIudWIo locIiIIoft) PROFESSIONAL LDBBYIBT POLlCY.060&.000553288 "231 ,,_ BRUCE YOUNG DIlA U.S. ADVOCACY, INC. ll2S L. STREET. SUITE 1490 SACRAMENTO CA 9"14 I lUll TYPl Of INlUJIANC! COIII_ DBDIJC1lIIUI COlNU ........, ~ CAUSES OF was NOT INCLUD~D - ....... O........O..EO. - GINIPAL. UAIILITY PROFESSIONAL UABILIlY SUBJECT TO A '8,000 EACH OCCUAAlNce . Uloo.ooo -= COMMERCIAL GENERAL UABLITY LOSS EXPENSE DEDUcnSLE PER CLAI.... rw&AGe TO RENTED PREMISES IIOT INCLUDED 1!- ~ CI,AlMSMADE o OCCUR MeDICAL ElCPEN81! INri _ penonl IIOT INCLUDED .!- PROF UAB P2R80NAL.6MN INAJft"( IIOT INCLUO!O olilr/EAAL AGQRI!QATE . t,ooa,ftGO - MAY 21 03 flOT INCLUDED REfRQ DATE FOR CLAIMS MADE: PRODUCT'8 .. CQWJDP AGG ~_I.WIIUTV NOT INCLUDED COMBINED alNBU! LIMIT . _AUTO 800ft.'( INJLRY(PerPll*lAJ . - ALL OWNEO AUTClB BODILV INJURY (FWKddBnI) . - 8CliEDUleD AUTOI PROPERT'f'DAMAGE . I- HIReD AUTOS MEDtCAL PA't'UiNTS . I- N~MlT08 PERSONAL INJUFI"f PROT . I- uNlttl8UR!D wrfORlIT . ~ AUTO~ DAIIAQ! oeouCTlBLE .-J ALll/EHIC\.ElI U BCHEDUl.ED veHIC\..ES ACTUI.L CASH VALUE ~. caUIBION: NOT INCLUDED STATeDAMOtMf . OTtil!R THAN eoLi.: """'R ~.LI.QII..IT't AUTO ONL Y ~ EA ACCIDENT . NOT INCLUDED Olt1I!R'llfANALSTOONLY: _ _AJlfa eACH f\CClDENT . - AQGREGA11! . DC'" UUIlITV NOT INCLUDED EACH OCCUReNCe. . ~- LJaRI!LLA FORM ..........12 . OTtER THAN lJMBREL.LA FOAM RETRO OAT&: FOR CLAIMS MAD!: SEL.F-NIURID Rm!NTION . NOT INCLUD!O I'NCSTAMQR1'LlMrTS \\CAK!R'S COMPENSATION APPROVED AS TO FORM E.L. eACH ACCIDSIT . ANa e.LD18I!A1E.E!ACH~ . ~SUAflaJTY /1'1, E.L Dl8iA1Sf - POLICY UMrr . SPECIAL J11 I/~/ ,/ d-jI (j .&EO . DOND"""'" 'Laura SUa Shccpy TAXES . O"",,R ........... eBTlMATED TOTAl. PRE"UM . -, NAIIE & ADDRESS lMlRTllAGeli LOU PAYEE ,.... AIJl>1QRIZBl ATftNTION; ACORD 7'" (20D1/D1) NOTE: IMPORTANT BTATE INFORMAnON ON . ACORD. CERTIFICATE OF LIABILITY INSURANCE OP 10 D~ DATE (MMlDDlYYYY) USADV-l 11/03/05 PRODUCER THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION United Valley Ins. Svcs. / ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE Mulholland Insurance Agency HOLDER, THIS CERTIFICATE DOES NOT AMEND, EXTEND OR P.O.Box 847 ALTER THE COVERAGE AFFORDED 8Y THE POLICIES 8ELOW. Elk Grove CA 95759-0847 Phone: 916-685-3400 INSURERS AFFORDING COVERAGE NAlC# INSURED i " if' INSURER A: Llovds of London ft-.xW -075 INSURER B: U. S. Advocacy INSURER c: Bruc.. Young 925 L Str....a suite 1490 INSURER 0: Sacramento 95814 INSURER E: THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLlCY PERIOD INDICATED. NOlWlTHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF Am CONTRACT OR OTHER DOCUMENT WI11-\ 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. LTR NSR TYPE OF INSURANCE POL.ICY NUMBER PD~~1:~rtf8~IE Pgk~~Y,~~,h~~qN LIMITS ~ERAL LIABILITY EACH OCCURRENCE $ COMMERCIAL GENERAL LIABILITY I ~~~~~S Ea occurence\ $ : I CLAIMS MADE D OCCUR MED EXP (Anyone person) $ I- PERSONAL & ADV INJURY $ ,- GENERAL AGGREGATE $ ~'L AGG:EAE LIMIT APnS PER: PRODUCTS. COMP/OP AGG $ POLICY ~~8i LOC sOMOBILE LIABILITY COMBINED SINGLE LIMIT (Eaaccident) $ ANY AUTO ALL OWNED AUTOS BeDIL Y INJURY (Per person) $ I-- SCHEDULED AUTOS I f-- HIRED AUTOS BODILY INJURY $ NON-QWNED AUTOS (Per accident) - PROPERTY DAMAGE $ (Per accident) ~AGE LIABILITY AS TO FORM AUTO ONLY - EA ACCIDENT $ ANY AUTO "pPROVE)) OTHER THAN EA ACC $ ", AUTO ONLY: AGG $ pESSnlMBRELLA LIABILITY 70/' n j .A EACH OCCURRENCE $ OCCUR 0 CLAIMS MADE /v ~ " Sheedy ~J.ura Sutt AGGREGATE $ _,)iSlant Cit AttOrney $ =1 ~EDUCTIBLE $ " RETENTION $ $ I WORKERS COMPENSATION AND II I T~~v"~'~WS I I OJ~~ EMPLOYERS' LIABILITY $ r ANY PROPRtFTORlPARTNERlEXECUTIVE E.l. EACH ACCIDENT I OFFICER/MEMBER EXCLUDED? I E.L. DISEASE - EA EMPLOYEE $ ~P~tl1lS~~JJjS~~NS below E.l. DISEASE - POLICY LIMIT $ OTHER I, A Professional Liab 10505 00065329B OS/21/05 OS/21/06 1000000 Claims Mad.. Ded 5000 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES I EXCLUSIONS ADDED BY ENDORSEMENT J SPECIAL PROVISIONS CERTIFICATE HOLDER CANCELLATION COVERAGES CITYOFS SHOULD ANY OF THE ABOVE. DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL * 30 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. A I RE,TATlVE .J J.-:r" . VI @ACORDCORPORATION 1988 City of Santa Ana City Managers Office Attn: Alma Flor..s P. O. Box 1988 Santa Ana CA 92702 ACORD 25 (2001/08)