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AGREEMENT TERMINATION ";1'
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Please complete this form when the attached agreement is no Iopger in effect(.,.
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Return form 10 the. Deputy Clerk of the Council (M-30). Call647-523?ifxo~ Mve any
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The agreement with ~~JJ U k,/MN all~l~t~ , No. AI- tn()?' -J22l
was completed on -; ~ 3/ - 19 ~ , and final payment has been made.
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Dale: /-02.6- 07
Revised 8-7-03
City of Santa Ana
Clerk of the Council
N-2006-071
INSURANCE NOT REQUIRED
WORK MAY PROCEED
ClEfW, OF COUNCIL
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O' C"DA, (2) (Frcl1l iJ"utz) 't
THIS AGREEMENT, made and entered into this I' day of July, 2006, by and between
the California Workforce Association (CW A) (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").
CONSULT ANT AGREEMENT
RECITALS
A. The City desires to retain a consultant having special skill and knowledge necessary
for training strategic planning for the Workforce Investment Board members.
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 she is
knowledgeable in her field and that any services per/armed by Consultant under this
Agreement will he performed in compliance with such standards as may reasonably be
expected from a proIessional consulting finn 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
Consnltant shall provide a one-day strategic planning session with the Workforee
Investment Board (WIB). Consultant shall provide training on optimizing the role of the
Santa Ana WIB and will cover federal and state workforce trends; the role of the WIB in
creating Santa Ana's competitive workforce advantage and give examples oUhe kinds of
exemplary work being performed by other workforce investment boards aronnd the country.
2, COMPENSATION
a. City agrees to pay, and Consultant agrees Lo accept as total payment for its services,
the total sum to he expended under this Agreement shall not exceed $3,000.00 during the term
of this Agreement. Consultant shall provide City with receipts evidencing expenses related to
the services reqnired to be perfomled hereunder, as well as documentation of amount paid by
the Employment and Training Network (ETN) for this training, which amount shall be
subtracted to reduce the amount owed by the City. Total invoice amount not to exceed
$3,000.00
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 ofperIorrllanee set forth in the Recitals
which may reasonahly he expected by City.
3. TERM
This Agreement shall commence on the date first written above and tcrminate on December
J 1.2006, unless terminated earlier in accordance with Section 12, below. The term ofthis
Agreement may be extended upon a writing executcd by the Executive Director of
Community Development Agency and thc City Attorney.
4. INDEPENDENT CONTRACTOR
Consultant shall, during the cntirc term of this Agreement, be constllJed to be an independcnt
contractor and not an cmployee 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 thc professional manner in whieh
Consultant perJi:mns the services which are thc subject matter of this Agreement; however,
tlie services to be provided by Consultant shall be provided in a manner consistent with all
applicable standards and regulations governiug 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
Due to the nature of the work being performed by thc Consnltant, insurance requirements are
waived for the performance of this Agrecment.
6. INDEMNIFICATION
Consnltant agrees to and shall indemnify and hold harmless the City, its officers, agents,
employees, consultants, special counsel, and representatives from liability: (1) for personal
injury, damages, just compensation, restitution, judicial or equitable relief arising out of
claims for pcrsonal 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 rclatcs to the services
described in section 1 of this 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 hanllless agreement
applies to all claims for damages. just compensation. restitution, judicial or equitable rclief
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 eounscl to be selected hy the City. regarding any action by a third
party challenging the validity of this Agreement, or asserting that personal injury, damagcs,
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.
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7. CONFIDENTIALITY
If Consultant receives from the City information which due to the nature of such information
is reasonably understood to be conlidential 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 reasonahle care. "Confidential Information" shall
include all nonpublie 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 he disclosed by operahon of law; or (e) is independently devcloped by the
Consultant without rekrenee to infonnation 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 perfol111ance of services specified under
this Agreement.
9. NOTICF,
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 telefaesimile or other telegraphic
communication in the manner provided in this Section, to the following persons:
To City:
Clerk of the City Council City or 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:
Executive Director of Community Development Agency
City of Santa Ana
20 Civic Center Plaza (M-25)
P.O. Box 1988
Santa Ana, California 92702
telefaesimile (714) 647-6549
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and,
City Attorney
City of Santa Ana
20 Civic Center Plaza (M-29)
P.O. Box 1988
Santa Ana, California 92702
telefacsirnile (714) 647-6515
and,
Santa Ana W IB Office
888 W. Sanla Ana Blvd., #208
P.O. Box 1988, (M73)
Santa Ana, CA 92702-1988
Telefacsimile (714) 835-7330
To Consultanl:
California Workforce Association
1029 K Street #24
Sacramento, CA 95814
Attn: Virginia Hamilton, Exec. Director
A pmiy 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 otber
communication shall be effecti ve 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 tclcfaesimile, 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 sball 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 agrecments, 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 Agrccment shall prevail. This Agreement may not be modified except by written
instrument signed by the City ami by an authorized representative of Consultant. The parties
agree that any terms or conditions of any purchase order or other instmment that are
inconsistent with, or in addition to, the terms and conditions bereof, shall not bind or obligate
Consultant nor the City. Each party to this Agreement acknowledges tliat no representations,
inducements, promises or agreements, orally or otherwise, have been made by any party, or
anyone acting on hehalf of any party, which are not embodied herein.
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11. ASSIGNMENT
Inasmuch as this Agreement is intended to secure the specialized services of Consultant,
Consultant may not assign, transfer, delegate, or suhcontract 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 perfornled by City personnel or by other consultants retained by
City.
12, TERMINATION
This Agreement may be terminatcd by the City upon thirty (30) days written notice of
tcrmination. In such event, Consultant shall be entitled to reccivc and the City shall pay
Consultant compensation for all services performed by Consultant prior to receipt of such
notice of ternlination, subject to the following conditions:
a. As a condition of such paymeut, the Executive Director may require Consultant to
deliver to the City all work product completed as of such datc, and in such case such
work product shall be the property of the City unless prohibited hy law, and
Consultant consents to the City's use mereof for such purposes as the City deems
appropriate.
h. Payment nced not be made lor work which fails to meet the standard of pcrformance
speciJied in the Recitals of this Agreement.
13, DISCRIMINATION
Consultant shall not discriminate because of race, color, creeu, religion, sex, marital status,
scxual 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 amI regulations.
14. JURISDICTION -VENUE
This Agreement and all questions relating to its validity, interpretation, pcrformance, and
enforcement shall be government and construed in accordancc with the laws of the State of
Califomia. This Agreement has been exccutcd and delivered in the State of Cali fomi a and the
validity, interpretation, pcrformance, and enforcement of any o["[he clauses of this Agreement
shall bc dctcrmined and governed by the laws oflhe State of Califomia. Both parties further
agree that Orange County, California, shall be the venue for any action or procccding that
may be brought or arise out of, in connection with or by rcason of this Agreement.
15. PROFESSIONAL LICENSES
Consultant shall, throughout the term of this Agreement, maintain all necessary licenses,
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pennits, 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 aud all other governmental agencies. Consultant shall notify
the City immediately and in writing of her inahility to obtain or maintain such pennits,
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 orthis 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.
h. All Exhibi ts referenced herein and attached hereto shall be incorporated as if
fully set forth in the body of this Agreement.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year
first above written.
ATTEST:
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'of. - . -tf':.'
-6c<.-L_".u...... '. "-'- -0
Patricia E. Healy
Clerk ofthe Council
CITY OF SANTA ANA
4111;'
("" David N. Ream, City Manager
APPROVED AS TO FORM:
Joseph W. Fletcher, City Attorney
CONSULTANT
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By> ~ .w..L...
Lisa Storck
Assistant City Attorney
f;aliforni Workforce Association
i~irginia Hamilton, Exec. Director
Employer ill! SS # 68-0100006
By:
Title:
FOR APPROVAL:
ar 1 ng
Manager of
Services
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