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Home My WebLink AboutHANDMAN, MIKE 1 ~' '<\j AGREEMENT TERMINATION Please complete this form when the attached agreement is no longer in effect. " PI ('. r'. Rcturn form to the Deputy Clerk of the Council (M-30). Call 647-5237 if you have any qudtldns. The agreement with ('))"/2~ (5<1 ()/J')k/?'? No. #'rX,006 - 0 9 h was completed on 8-30'00 and final payment has been made. Department: .h r2-G- Signature: 0.:4L 3 hie? ) fA... Jr J---.c.. Date: Revised 08-28-06 City of Santa Ana Clerk ofthe Council . INSURANCE NOT REQUIRED WORK MAY PROCEED CLERK OF COUNCIL DATE: 9-JlI-(j , ~\ Fire (2) Oill WoOton THIS AGREEMENT, made and entered into this 1" day of August, 2006. by and between Mike Handman (hereinafter "Consultant"), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Cunstitution and laws of the State of Cali fomi a (hereinafter "City"). N-2006-096 CONSULTANT AGREEMENT RECITALS A. The City desires to rctain a consultant having special skill and knowblge necessary for training fire employees in hazardous materials chemistry. B. Consultant represents that Consultant is able and willing to provide such services to the City. C. In undertaking the performanec 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 us may reasonahly be expected from a professional consulting linn 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 fOIl0\'/5: I. SCOPE OF SERVICES Consultant shall provide an eight hour review of hazardous materials chemistry to satisfy the required OSHA annual health and safety training for Hazardous Materials Technicians/Specialists in the Santa Ana Fire Department. The refresher course will be provided during each afthe three (3) eight hour shills. Consultant shall provide City with a mastcr copy of the handouts and a CD \\.'ith his Power Point presentation, for duplication for each student. Each session afthe training can accommodate up to thirty (30) students. The training will take place at City facilities on a schednle mutually agreed between City and Consultant. 2. COMPENSATION 8. City agrees to pay, and Consultant agrees to accept as total payment for its services, a lixed rate of$1 00.00 per training hour for a total of $2,400.00, plus travel expenses. The total compensation to be paid pursnant to this Agreement shall nol exceed $3251.00 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 procedun.::s. 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 contmcncc on the date first written abuve and terminate on Junc 30,2007 unless terminated earlier in accordance with Section 12, below. The term of this Agreement may he extendcd upon a writing executed by the Fire Chief and the City Attorney. 4. INDRPRNDENT CONTRACTOR Consultant shall, during the ~ntire tenn of this Agreement, be construed to be an independent contractor and not an employee ofthe City. This Agreemt:nl is not intended nor shall it be construed to create an employer-employee relationship, a joint venture relationship, or to allm\' the City to exercise discretion or control over the proCessional manner in which Consultant pertorms the services which 3re 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 tu employees and shall he responsible for all applicable withholding ta.'es. 5. INSURANCE Prior to undertaking performance of work under this Agreement, Consultant shall maintain and shall require its subcontractors if any to oblain and maintain insurance as described beluw; A. Due to the nature ofthe work bcing performed by the Consultant, commercial general liability insurance is not required. 6. INDEMNIFICATION Consultant agrees to and shall indemnify and huld harmless the City, its oltieers, 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 onhe 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. 7. CONFIDENTIALITY If Consultant receives from the City information which due to the nature u[such infonnation is reasonably understood tu be cunfidential and/or proprietary, Consultant agrees that it shall not use or disclose such information except in the performance ufthis Agreement, and further agrees to exercise lhe same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. "Cunfidenlial Information" shall incluue all nonpublic information. Confidential information includes not only \vritten information, but also information transfelTed orally, visually, elt:ctronically, or by other means. Cunfidential infonnation disclosed to either party by any subsidiary and/or agent of the other party is covered by this Agreement. The loregoing ubligations of non-use and nondisclusure shall not apply to any infonnation that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Consultant disclosed in a publicly available 2 source; (c) is in rightful posscssion of the Consultant without an obligation ofcontidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developcd by the Consuitant without referencc 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, dclivery. ur uther communication pursuant to this Agreement shail be in writing and shail be deemed to be propcrly given if delivered in person nr mailed by first class or certified mail, postage prepaid, or st:nt by teleiacsimile or other telegraphic communication in the manner provided in this Section, to the following persons: To City: Clerk of the Council City of Santa Ana 20 Civic Center Plaza (M-30) P.O. Box 1988 Santa Ana, California 92702 telefacsimile (714) 647-6549 With courtesy copy to: Santa Ana fire Department 1439 Soulh Broadway Santa Ana, California 92707 To Consultant: Mike I-land man 63 II Lake Dora Avenue San Diego, California 92119-3128 A party may change its address by giving notice in writing to the other party. Thereafter; any 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 afler it has been deposited in the United States mail, duly registered or certified, with postage prcpaid, and addressed as set forth above. If sent by telefacsimile, communication shall be eftective 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 purpos~s of calculating these time frames, weekends, federal, state, County or City holidays shall be cxcluded. 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 evt:nt ofa contlict between the terms of this Agreement and any attachments hereto, the 3 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 Of agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are nol embudit:d herein. II. 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 Of subcontract withuut 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 arc the subjecl to this Agreement performed by City personnel or by other consultants retained by City. 12. TERMINATION This Agreement may bc terminated by the City upon thirty (30) days written notice of termination, In weh 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 tollowing conditions: a, As a condition of sm;h payment, the Fire Chief 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 lhe properly oflhe City uoless prohibited by law, and Consultant consents to the City's llse thereof for 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 ofthis 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 rclaled 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. 4 IS. PROFESSiONAL LICENSES Consultant shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, ami 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 immt:uiately and in writing of its inability to obtain or maintain such pennits, licenses, approvals, \vaivers, and exemptions. Said inability shall be cause for termination of this Agreement. 16. MISCELLANEOUS PROVISiONS a. Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each ufthe terms ofthis Agreemcnt, and shall indemnify City fully, including reasonable costs and attorney's fccs, for any injuries or damages to City in the event that such authority or power is not, in facl, 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 WnNESS WHEREOF, the parties hereto have executed this Agreemenllhe date and year first above written. ATTEST: //; .~, ~3~-<'~' . ~ PA TRICIA E. H .A Y lj Clerk of the Council CITYJ)ANT~~ bdt-d/&Z DA VID N. REAM City Manager ~ APPROVED AS TO FORM: JOSEPH W. FLETCHER City Attorney /J (. ~~~~~f;t c 'iy Assistant City Attorney CONSULTANT A ROYAL: /:P/~ MIKE HANDMAN Tax 10# 6SIa-h{; -,;z,/4q 5