HomeMy WebLinkAboutDUONG, VI 2City of Santa Ana
Clerk of the Council
AGREEMENT TERMINATION FORM
Please complete this form when the attached agreement and all
amendments (if any) are no longer in effect.
Return form to the Clerk of the Council Office (M -30).
Call 647 -6520 if you have any questions.
The agreement with Vi, Duonq 64
G 2005
COTC Office Use Only
No. N -2001 -171 was completed on 6/30/02 and final payment has been made.
(List all amendments. Use space below IT needed.)
Department: P
Phone /Ext.:
Signature: 5=�A � C2 A �C1
Date: 4/17/14
Revised 08 -2310
,~' "'ic'-;
.. ,",' .. "', r:'.,-'~.
,'c' ,x.J'.,.,.
~~'~'t ',;
~~"'- ,
N-2001-171
,. /O).w!I'"'"'l l . ~O
CONSULTANT AGREEMENT . firv' ~
THIS AGREEMENT, made and entered into this 12th day of July, 2001 by and between
Vi Duong, an individual (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
adult softball officiating.
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 ofthe 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 $10,000.00 during the term of this Agreement.
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 shaH commence on the date first written above and terminate on June 30,
2002, 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 Parks,
Recreation, and Community Services and the City Attorney.
.
(i)
.. J~
-y'>j.~
'oJ" 11'
.y'lf'
4. INDEPENDENT CONTRACTOR
Consultant shall, during the entire term ofthis Agreement, be construed to be an
independent contractor and not an employee ofthe 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.
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$l,OOO,OOO per occurrence. Consultant shall supply City with a fully executed
additional insured endorsement in substantially the form attached hereto as Exhibit B upon
execution of this Agreement and shall be approved in form by the City Attorney.
b. Business automobile liability insurance, or equivalent form, with a combined single
limit of not less than $1,000,000 per occurrence. Such insurance shall include coverage for
owned, hired and non-owned automobiles.
c. 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.
d. 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.
e. 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: (l) 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 ofthis Agreement; and (2) from any claim that personal injury, damages, just
compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects
arising from 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
3
, '
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
20 Civic Center Plaza (M-30)
P.O. Box 1988
Santa Ana, CA 92702-1988
telefacsimile (714) 647-6956
With courtesy copies to:
Acting Executive Director of Parks, Recreation and Community Services
City of Santa Ana
20 Civic Center Plaza (M-23)
P.O. Box 1988
Santa Ana, California 92702
telefacsimile (714) 571-4235
and,
4
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:
Mr. Vi Duong
581 West Alton Avenue #F
Santa Ana, California 92707
Phone number (714) 856-6923
Attn: Vi Duong
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.
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 ofthis 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
5
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 pwposes 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 and all questions relating to its validity, interpretation, performance, and
enforcement shall be government and construed in accordance with the laws of the State of
California. 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 ofthis 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 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 her inability to obtain or maintain such permits, licenses,
approvals, waivers, and exemptions. Said inability shall be cause for termination of this
Agreement.
6
. .
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 ofthe 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 ofthis Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year
first above written.
ATTEST:
CITY OF SANTA ANA
PATRICIA E. HEALY
Clerk of the Council
f5
~ a~1f:ft
L DAVIDN. AM
~( City Manager
U;.'
APPROVED AS TO FORM:
JOSEPH W. FLETCHER
City Attorney
B~~Jj!\ /' -
Cns me L. Shaw
Assistant City Attorney
RECOMMENDED FOR APPROVAL:
CONSULTANT
~
Jon "Rip" Ribble
Acting Executive Director of
Parks, Recreation and Community Services
Vi~-----
Individual
g"b tj- C(~- '-'jq, :5
Employer ID # or Individual SS #
7
EXHIBIT A
SCOPE OF SERVICES, ASSIGNMENT SCHEDULE AND COMPENSATION
SCOPE OF SERVICES
A. Consultant agrees to officiate recreational leagues in the sport of ADULT SOFTBALL in
the following Division of Leagues: Men's, Women's, and Coed Slowpitch, for a period
of fifty-two (52) weeks, officiating periodically in accordance with a schedule to be
approved by CITY's Parks, Recreations and Community Services Agency representative
with the following guidelines:
1. Attend an approved Softball (fastpitch and slowpitch) Officiating
Certificate Class/CliniclW orkshop as scheduled and receive
Certification from same stating that Consultant did:
a. Attend all required classes;
b. complete all testing procedures;
c. satisfactorily pass all tests administered;
d. become Certified to officiate the game of softball by the
next calendared softball season ad specified by City;
2. Report to scheduled assigrunents in a socially accepted demeanor
free of any type of drugs or alcoholic influences, and remain as stated
until after your scheduled assigrunents have ended;
3. Report to assigned softball diamond in full Official's Uniform as
agreed upon by CITY's representatives and CONSULT ANT
4. Report to assigned softball diamond fifteen (15) minutes prior to
the start of the first scheduled game to insure that:
a. the ball diamond lights are on,
b. bases are placed securely at the designated positions in the
prescribed manner,
c. the doors to the assigned restrooms are unlocked;
d. the playing surface is inspected for unsafe conditions and
an appropriate determination is made as to whether the
games can or cannot be played as scheduled;
5. Keep an accurate record of the amount of runs scored by each team
on a scorecard; and report same to each team by means of a method
acceptable by CITY.
6. After the last scheduled game has ended, you are to insure that:
a. all bases are removed from their prior resting location,
b. all bases are secured and stored in the appointed storage
area,
c. game scorecards are placed in an approval location
designated by CITY's representative,
d. all assigned restroom doors are secured and locked,
e. all diamond lights are turned off fifteen (15) minutes after
the last game or until all players and spectators have left the
8
immediate area used for either the watching or playing of
scheduled games;
7. If anyone ofthe scheduled games become a forfeited contest, and
should either team involved with the forfeited contest choose to playa
practice game, consultant will officiate the practice game for five (5)
innings or one (1) hour, whichever comes first.
ASSIGNMENT SCHEDULE
CITY shall determine the number of assigmnents and schedule what games the
CONSULTANT shall perform, or whether CONSULTANT shall be assigned at all.
Schedules shall be provided periodically throughout the terms ofthe contract.
In the event that insufficient teams register for a league, the league shall be canceled and
CONSULTANT will be under no obligation to provide services, and CITY will be under no
obligation to pay CONSULTANT compensation.
In the event that games are canceled, postponed, or rescheduled because of natural or
unnatural hazards (i.e. snow, rain, flood, fire, riot, etc.. .), CONSULTANT will be contacted by
CITY's representative to cancel schedule service and CONSULTANT will be under no
obligation to provide services, and CITY will be under no obligation to pay CONSULTANT
compensation.
COMPENSATION
CITY shall pay to CONSULTANT fees for services rendered as follows:
a. A fee of$22.00 per game per Consultant for Fastpitch Softball,
b. A fee of $20.00 per game per Consultant for Slowpitch Softball,
CITY shall pay to CONSULTANT fees for limited services rendered under the following
conditions:
a. If CONSULTANT is scheduled for One (1) game, CONSULTANT will receive
payment for Two (2) games;
9
b. If CONSULTANT's scheduled game(s) is/Care) canceled due to rain, snow, or any
unforeseen hazard, CONSULT ANT will receive payment according to the following
guidelines:
I.
A full game if the first game is started and play extends into the
third (3rd) inning or 35 minutes, whichever comes first;
two (2) full ganles if the first game is completed and the second
scheduled game extends into the third (3'.d) inning or 35 minutes,
whichever comes first;
three (3) FULL games if the first and second scheduled games are
completed and the third (3rd) game extends into the third (3rd)
inning or 35 minutes, whichever comes first;
for only one-half (1/2) of a game if play in a started game extends
less than two (2) complete innings or less than 35 minutes.
2.
3.
4.
CITY shall provide to CONSULTANT a schedule of payment for services at the beginning of
each league season.
Each assigTInlent schedule provided to CONSULTANT by CITY shall indicate the time period
included as well as the exact date for payment.
10
. .
EXHIBIT B
ADDITIONAL INSURED ENDORSEMENT
FOR COMMERCIAL GENERAL LIABILITY POLICY
Insurance Company
%t.IA.t:- ~f02S
This endorsement modifies such insurance as is afforded by the provisions of Policy
# ,('Q L )0 <)4 !, <f?delating to the following:
,
I. 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 ofthe
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
7- /)- 200 (
l<:bL .,-6<(9'$<1197,
, this endorsement form as a part of
V, ~a,..j?
Named Insured
Countersigned by
~~S6fit4tivc
t1
DiAMOND STATE INSURANCE COMPANY
CERTIFICATE NO.:
PRODUCER: PUBLIC ENTITY (ADDITIONAL INSURED)
Robert F. Driver Company, Inc. \1:J7J City of Santa Ana
P. O. Box 28323 20 Civic Center Plaza
Santa Ana, CA 92799-8323 M-28
(949) 660-8163 ,/ Santa Ana, CA 92702-1988
License No: OC 36861 ...llO1."
NAMED INSURED (EVENT HOLDER): ~; l/ EVENT INFORMATION:
Vi Duong / TYPE: Instructional - Softball
11924 Verbena Ct. DATE(S): 7/12/02 - 6/30/03
Fountain Valley, CA 92708 LOCATION:
This is to certii'y that the policies of insurance listed below have been issned to the insured named above for the policy period
indicated. Notwithstanding any requirements, terms or conditions 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. Limits shown may have been reduced by paid claims.
INSURANCE CARRIER: Diamond State Insurance Company
MASTER POLICY NUMBER: CCL0040170
MASTER POLICY DATES: EFFECTIVE: JANUARY 1, 2002 EXPIRATION: JANUARY 1,2003
COMMERCIAL GENERAL LIABILITY OCCURRENCE FORM DEDUCTIBLE: NONE
General Aggregate Limit $ J ,000,000
Products & Completed Operations I,DDD,ODD
Personal & Advertising Injury ] ,000,000
Eacn Occutrence Limit 1,000,000
Fire Damage (Any One Fire) 50,000
Medical Payments (Any One Person) 5,DOD
The limits of insurance apply separately to each event insured by this policy as if a separate policy of inswance has been issued for that event.
"Who is insured" is amenderl to include, as an insnred, the pelSOn Or organization shown in this schedule, but only with reapect to Hability an,m. out of the
o,,",ernbip, maintenance or use of the PrenUses used by the namerl insured (event holder). This inswance does not apply to: Any "occUlTenee" which takes place
after the event holder ceases to be a tenant in that premises.
OTHER ADDITIONAL INSUREDS
APPROVED AS TO FORM
CANCELLATION: Should the above deScribed policy to cancelled before Ihe expiration date thereof, the issuin .co, 0. will mall 30 days written notice to the
certificate holder and additional insureds listed. ~ E ......
.... .......,,,... r
-"'.
CERTIFICATE OF INSURANCE
SPECIAL EVENT LIABILITY PROGRAM
AUTHORIZED REPRESENTATIVE:
f{:hriU/~
Deputy City Attorney
DATE ISSUED:
10/31/02