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Home My WebLink AboutAMERICAN RED CROSS 3-2005 " )~I ""i'(III" ',.. ..' 'U' ,_ ( , INSURI\NCE JiQl ON FILE WOR\<. MI\ Y NOl PROCEEU CLER\<. OF COUNCIL Ol\lE: viffHs AGREEMENT, made and entered into this 1st day of December, 2005 by and oetween 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"). STANDARD CONSULTANT AGREEMENT N-2005-140 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. 1n undertaking the performance ofthis 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 December 31, 2006, 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 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 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. (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. 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 ofthe 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 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 ofthe 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 of the services hereunder and required by the laws and regulations of the United States, the State of Cali fomi a, 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 ofthis 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. ~;-~ PATRICIA E. HEALY Clerk of the Council CITY OF SANTA ANA: b~~.~)L DAVlDN. REAM City Manager APPROVED AS TO FORM: AMERICAN RED CROSS ORANGE COUNTY CHAPTER &.-~.<r-~c:-I?1'g....." ,J Debbie Leahy~raveB (NAME) (Title) DifGC.-Io-r ,S~....IOlo..~ .~ Tax ID# 95-2147648 Prep"vd...,.S RECOMMENDED FOR APPROVAL: 6 EXHIBIT A ADDITIONAL INSURED ENDORSEMENT FOR COMMERCIAL GENERAL LIABILITY POLICY Insurance Company tv\ Cl re>YJ This endorsement modifies such insurance as is afforded by the provisions of Policy # MW1:t. GO~:? relating to the following: I. 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 'WTitten notice has been given to the City of Santa Ana, 20 Civic Center Plaza, Santa Ana, California 92701. (Completion of the following, including countersignature, is required to make this endorsement effective. ) Effective '1 J..d oS - ., Jd 0'" Policy # ~LO ~1:..~?xt?J Issued to ('i"'1\ 0 l\c~ ~ , this endorsement form as a part of Named Insured Countersigned\fYY1.u Uu./{A.j!4.~_- Authorized Representative 7 From: Marsh, Inc. Page: 214 Date: 213/2006 2:59:22 PM PRODUCER Marsh USA Inc. (NasIIV"le) PO Box 198975 Nashville, TN 37219-$975 AIln: REDCROSS.CERTREQUEST@MARSH.COM CERTIFICATE NUMBER A TL.Q01 024488.{)7 THIS CERTFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS Ita RIGHTS UPON THE CERTIFICATE HOLDER OTHER THAN THOSE PROVIDED" THE POLICY. THIS CERTFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE /JrFORDED BY THE POLICES DESCRIBED HEREIN. COMPANIES AFFORDING COVERAGE 02212-ALL.cAS-05-06 ORAN CA CLlE NONE MAIL CCMP !NY A OLD REPUBLIC INSURANCE CO IIISURED ORANGE COUNTY CHAPTER AMERICAN RED CROSS 601 N GOLDEN CIRCLE DR SANTA ANA, CA 92705 ^(- C~P !NY B NIA CCMPINY C CCMPINY D THIS IS TO CERTIFY THAT pa.laES OF INSJRJlNCE DESCRIBS) HEREIN HAVE BEEN ISSUED TO THE INSJRED NNIIED H8=l:EIN FOR THE PQICY PERIOD INDICATED NOfWTHSTANDING ANY REaJlREMENT, TERM OR CONCH1CN OF ANY CONTRACT OR OTHER DOOJMENTWTH RESPECTTOWiIOl THE CERTIFICATE MAY BE ISSJED OR MAY PERTAIN, THE INSJRANCE AFFORDED BY THE POuaESDE~IBED HEREIN IS SUBJECT TO Jlt.L THE TERMS CONDITlOOS mD EXQUSONS <F SUOl POuaES AGGREGATE L1MITS9-l0~ MAY HAVE BEEN REDUCEDBYP~DQAlMS co TYPE OF INSURANCE POLICY NUMBER POLICY EFFECTIVE POLICY EXPIRATION LIMITS lTR DATE (MMIDDNY) DATE (MMIDDNY) A GENERAL UABILlTY MWZZ50363 07/01/05 07/01/06 GEN8=l:AL N:iGREGATE $ 5,000;000 X COMMERaJlt. GENERI>LLlABILITY PRODUCTS - CCl'.'Iprop AGG $ 5,000,000 X QAlMS MIOE 0 OCOJR OTHER PEROONJIt. &AIJVINJURY $ 5,000,000 OMJER'S & CO-.ITRACTOR'SPROT DAMAGE TO PREMISES RENTED EAOi GCaJRRENCE $ 5,000,000 TO YOU FIRE DANlAGE (Any O'le~re) $ SEE OTHER LIMIT $5M ANY ONE PREMIS ES MED EXP An me e"sm $ 10,000 AUTOMOBI.E lIABIUTY $ CCMBINED SNGlE LIMIT INY AUTO IU CM'I\IED AUTOS BODILY IN.lJRY $ s:HEDULED AUTOS (perpersa'l) HIRED AUTOS BODILYINJJRY $ N~..()',o"vNED AUTOS (per accident) PROPERTY DIMAGE; $ GARAGE LIABILITY IiJTOONLY -EAAcaDENT $ /'NY AUTO OTHE;R THAN AUTO ClNL Y E;AOi ACODENT $ AGGREGATE $ EXCESS LIABILITY EAOi OCOJRRENCE $ UMBRELLAFCRM AGGREGATE $ OTHER THAN UMBRELLA FORM APPRO V . , '-''- $ WORKERS COMPEHSATI<W AHD EMPLOYERS-LIABILITY THE PROPRIETORJ INa. EL DISEASE.paJCY LIMIT PARTNERSlEXEOJTlVE CFFICERS ME. EXa. EL DISEASE-E1CH EMPlOYEE R City AtLorn y DESCRPTION a= OPERATIONSILOCATIONSIVEHIClESISPECUIL ITEMS RE: TO PROVIDE ADULT CPR, STANDARD FIRST AID AND OTHER SAFETY TRAINING TO BE HELD BETWEEN 7/1/05 TO 7/1/06. THE CITY OF SANTA ANA CA 97201, ITS OFFICERS, EMPLOYEES, AGENTS, AND \OLUNTEERS ARE INCLUDED AS ADDITIONAL INSUREDS AS RESPECTS THEIR INTERESTS. CITY OF SANTA ANA A TIN: JIM SllKELEA THER 20 CIVIC CENTER PLAZA, M-24 SANTA ANA, CA 92701 9iClll.O ANY a: TI-E POliCES DESCRIBED H':FtEIN BE CANCB.LED BEFORE TH; E)(PIR"llOH DATE T1-ERECF, T1-E INS.RER -'FFORDING COVEFtA<E WILL ENJEA'lCR TO ......,L ---3f1 DAYS WRITtl:N NOTICE TO THE CERnFICATE HO...DER NoI.t.'ED H;REIN, Bur FAIL~E TO tNtll. SUCH NOTICE Sl-W.L IMPOSE NO OBLlG'lnCN (]iI LlAllILITY CF AN'( KIM) lJ'ONT1-E I~ER AFFORDING COJ'ERAGE. ITS AGENTS OR REPREg:::NTATI\,ES, OR TIE ISSUER OFTltSCERnFICATE This fax was received by GFI FAXmaker fax server. For more information, visit: http://www:Qfi.com From: Marsh, Inc. Page: 3/4 Date: 213/2006 2:59:22 PM U-4OA ENDORSEMENT Additional Premium: Return Premium: This endorsement, effective 2-3-06 forms a part of Policy No. MWZZ 50363 policy effective date 7-H)5 expiration date 7-1-06 issued to American National Red Cross by OLD REPUBLIC INSURANCE COMPANY, Greensburg, Pennsylvania It is here by understood and agreed that Form JJ Additional Insured Endorsement For Commercial General liability Policy is added to this policy. All other terms and conditions remain unchanged. APPROVED AS TO FORM ~~/) Laura St:tt Sheedy Assistant City ^ 1tOf'"i(:Y Endorsement #29 Nothing herein contained shall be held to vary, a~er, waive or extend any of the terms, conditions, agreements or limitations of the Policy or any Endorsement attached therelo, except as herein set forth. This Endorsement shall not be valid until countersigned by a duly authorized representative of the Company. Attest: +-- ~:. ~~ Seoretary PresIdent Countersigned at Brookfield, Wisconsin this ..........3rd.......... day of .........February......... 2006......... Gh..,,~ -------.---.---.-.---______w._._ Authorized Representative. 2/3/06 This fax was received by GFI FAXmaker fax server. For more information, visit: http://www.gfi.com From: Marsh, Inc. Page: 4/4 Date: 213/20062:59:23 PM ADDmONAL INSURED ENDORSEMENT FOR COMMERCIAL GENERAL LIABILITY POllCY Insurance COllipany Old Republic Insurance Comoonv This endoIsement modifies such insurance as is afforded by the provisions of Policy # MWZZ 50363 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 contribnting 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 92701. (Completion of the following, including countersignature, is required to make this endorsement effective.) . Effective Policy # Issued to 2-3-06 MWZZ 50363 . this endorsement form as a part of American National Red Cross Named Insured Countersigned by Authorized Representative PPROVED 1\>1 I-(j .... ._~ 3/3___ LaUra Stitt i, :"istant City Au, i,i_'\' FORM JJ This fax was received by GFI FAXmaker fax server. For more information, visit: http://WNW.gfi.com From: Marsh, Inc. Page: 1/4 Date: 21312006 2:59:22 PM Facsimile Transmittal Sheet MARSH An MoM:: Company From: Manashi MukhCljee To: MACHELLE COLE Phone: Fax: 714-480-5019 Date: 03-Feb-06 Attention: Time: 05:51 PM Company: Message: The information contained in this facsimile meuage is cotfidenhal, may be privileged, and is intended jOr the Jae of the individuai or entity named above. If you, the reader of this me.fsage, are not the intended recipient. the agent, or employee regpo1l:fible for delivering this information to the intended reapient, you are expressly prohibited from copying, di~eminating, distributing, or in any other way using any of the information contained in this facsimile message. This fax was received by GFJ FAXmaker fax server. For more information, visit htto:/Iwww.afLcom