HomeMy WebLinkAboutGONZALES, JUAN M. 2-2006
INSURANCE NOT REQUIRED
WORK MAY PROCEED
CLERK OF COUNCIL
CATE: 'it ~ 7-0(.
0: FMS (')(&1> ~}
N-2006-098
AGREEMENT BETWEEN TI IE CITY OF SANTA ANA
AND JUAN M. GONZALES
THIS AGREEMENT, made and entered into this J"'" day of Selltember .2006 by
and between Juan M. Gonzales a sole proprietorship (hereinafter "Contractor"), and the City of
Santa Ana, a charter city and municipal corporation organized and existing under the
Constitution and laws of the Slate olTalilornia (hereinafter "City").
RECITALS
A. I'he City desires to retain a Contractor having special skill and knowledge in the field of
Oracle datahase administration and payroll application support.
IJ. Contractor represents that Contractor is ahlc and willing to provide such services to the
City.
C. In undertaking the performance oflhis Agreement, Contractor represents that it is
knmvledgeable in its field and that any service" performed by Contractor under this
Agreement will be perfurmed in compliance \vith 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 suhject to the
terms and conditions hereinafter set forth, the parties agn:l;: as fullO\vs:
I. SCOPE OF SERVICES
Contractor shall perform those services as set rorth in Exhibit A to this Agreement. In
the event ofa conflict betw'een the terms of this Agreement and any nuachments hereto, the
terms of this Agreement shall prevail.
2. COMPENSATION
a. City agrees to pay, and Contractor agrees to accept as total payment for ils services.
the rates and charges identified in Exhibit A ($85 per hour). The total sum to be expended under
this Agreement shall not exceed $10,000 during the term Oflhis Agreement.
b. Payment by City shall be made within thirty nO) days following receipt of proper
invoice evidencing \"lark performed, subject to City accounting procedures. Payment need not
be made tor \vork which fails to meet the standards of performance set forth in the Recitals
\vhich may' reasonahly he expected by City.
3. TERM
This Agreement shall commence on the date flrsl written above and terminate on June 30,
2007unlt:ss terminated earlier in accordance \vith Section 12, belm\!. The term of this
Agreement may be extended upon a writing executed by the Director of Finance and the City
Attorney.
4. INDEPENDENT CONTRACTOR
Contractor shall. during the entire term of this Agreement. be construed to be an
independent contractor and not an employee of the Cit).'. This Agreement is not intended nor
shall it he construed to create an employer-employee relationship, ajoint venture relationship, or
to allow the City to exercise discretion or control over the professional manner in which
Contractor performs the services which are the subject matter ofrhis Agreement; hmvcver, the
servic~s to bl;: provitkd by Contractor shall be provided in a manner consistent with all
applicable standards and regulations governing sueh services. Contractor shall pay all salaries and
\vages, employer's social security tax~s, unemployment insuram:~ and similar taxes relating to
employees and shall be responsible for all applicable withholding taxes.
5. INSURANCE
Prior to undertaking performance ofv.'Ork under this Agreement, Contractor shall
maintain and shall require its subcontractors, if any. to obtain and maintain insurance as
described below:
a. Business automobile liability insurance, or equivalent form, \-vith a combined single
limit of not less than $1,000,000 per occurrence. Such insurance shall include coverage for
owned, hired and 1l0n.O\vned automobiles.
b. Worker's Compensation lnsurance. In accordancc with the provisions of Section
3300 of the Labor Code, Contractor, if Contractor has any emrloyees, is required to he insured
against liability for worker's compensation or to undeltake self-insurance. Prior to commcncing
the performance of the ",..-ark under this Agreement, Contractor agrees to ohtain and maintain any
employer.s liability insurance with limits not less than $1.000.000 per accident.
c. Professionalliabilily (errors and omissions) insurance, with a combined single limIt of
not less than $1.000,000 per claim.
d. The follmving requirements apply to the insurance to be provided by Contractor
pursuant to this section:
0) Contractor shall maintain all insurance required above in hilI torce and
effect for the entire period covered by this Agreement.
(ii) Certi/lcates of insurance shall be furnished to the City upon execution or
this Agreement and shall be approved in form by. the City Attorney.
(iii) Certificates and policies shall state that the policies shall nol be caned cd
or reduced in coverage or changed in any other material aspect without
thirty (10) days prior written notice to the City.
2
e. (fContractor fails or refuses tu produce or maintain the insurance required by this
st:i:tion or fails or refuses to furnish the City with required proof that insurance has heen procured
and is in force and paid tor, the City shall have the right, at the City's election, to forthwith
tt:rminate this Agreement. Such termination shall not affect Contral;tor's right to be paid for its
time and materials expended prior to notification of termination. Contractor waives the right to
receive compensation and agrees to indemnify the City tor any work performed prior to approval
of insurance by the Cily.
6, INDEMNIFICATION
Contractor agrees to and shall indemnify and hold harmless the City, its officers, agents,
employees, Contractors, special counsel. ami representatives from liability for personal injury.
damages, just compensation, restitution, judicial or equitable relief arising out of claims for
personal injury, including health. and daims for property damage, \vhich may arise from the
direct or indirect operations of the Contractor or its contractors. subcontractors, agents,
cmplo:yees. or other persons acting on their behalf which relates to the services described in
section] of this Agreement. This indemnity and hold harmless agrt:t:ment applies to all claims
for damages. just compensation. restitution, judicial or equitable relief suffered, or alleged to
have l1een suffered, by reason of the events referred to in this St:ction or by reason of the terms
of or effects, arising from this Agreement.
7, CONFIDENTIALITY
IfContractur n.:ccives from the City information \-vhieh due to the nature of such
information is reasonably understood to be confidential ami/or proprietary, Contractor agrees that
it shall not ust: or disclose slIch information except in the performance of this Agreement, and
tllfther agrees to exercise the same degree of care it uses to protect its own information of like
importan<.:t:, but in no event less than reasonable care. "Confidential Information" shall in<.:lude
all nonpublic information. Confidential informatiun includes not only written information, but
alsu 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 ohligations 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 Contractor disclosed in a publicly available source; (c) is in rightful possession orthe
Contractor without an obligation ol"<.:onlidentiality; (d) is required to be disclosed by operation of
la\\'; or (e) is independently developed by the Contractor without reference to information
disclosed by the City.
8, CONFLICT OF INTEREST CLAUSE
Contractor covenants that it presently has no interests and shall not have interests. direct
or indirect, which \','ould conflict in any manller \\lith perJorman<.:e of services specified under
this Agreement.
3
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 tclefacsimile or other
telegraphic communication in the manner provided in this Section, to the following persuns:
To City:
Clerk of the City Council
City of Santa Ana
20 Civic Center Plaza (M-JO)
1'.0. Box 1988
Santa Ana, CA 92702-1988
telefacsimile (714) 647-6956
With courtesy copies to:
Executive Director of the Finance Department
City uf Santa Ana
20 Civic Center Plaza (M-17)
P.O. Box 1988
Santa Ana. California 92702
ami
City Attorney
City uf Santa Ana
20 Civic Center Plaza (M-29)
P.O. Box 1988
Santa Ana, California 92702
telefacsimile (714) 647-6515
To Ccntrador:
Juan M. Gonzales
22721 Redwood Drive
Paris, California 92570
A party may' change its address by giving notice in writing to the other party. Thcr~after.
any communication shall be addressed and transmitted to the ne\v address. lfsent by maiL
communication shall he effective or deemed to have been given three (3) days aileI' il has been
deposited in the United States mail. dul)' registered or certified, \vith postage prepaid, and
addressed as set forth above. If sent by' te1efacsimile. communication shall bl: efrective 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 holiday's shall be
excluded.
10. EXCLUSIVITY AND AMENDMENT
This Agreement represents the complete and exclusive slatement between the City and
Contractor, and supersedes any and all other agreements, oral or \.......ritten, bct\veen the parties. In
4
the event ora t:onflict 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 writlen
instrumenl signed by the City and by an authorized representative of Contractor. The parties
agree that any terms or conditions of any purt:hase order or other instrument that are inconsistent
with. or in addition to, that terms and conditions hereof. shall not bind or obligate Contractor nor
the City. [ach party to this Agreement acknowledges that no representations, inducements,
promises or agreements, orally or othenvise, have been malie by any party, or anyone acting on
behalf of any party. which are not embodied herein.
11. ASSIGNMENT
Inasmut:h as this Agreement is intended to secure the specialized servil:es of Contractor,
Contractor may not assign, transfer, delegate. or subcontract any interest herein \vithout the prior
\\'rittcn consen1 ufthe City and any such assignment, transfer, delegation or subcontract without
the City's prior \vritten 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 servkes which are the suhjeet to
this Agreemcnt performed by Cit,y personnel or by other Contractors retained by City.
12. TERMINATION
This Agreement may be terminated by the City upon thirty (30) days written notice of
termination. In such event, Contractor shall be entitled to receive and the City shall pay Contractor
compensation for all services performed by Contractor prior to receipt of such notice oftennination.
subject to the following conditions:
J. As a condition of sLlch payment, the Executive Director may" require Contractor to deliver
to the City all work product l:ompleted as of such date, and in such case such \-\lork product shall be
the property of the City unless prohibited b:y la\-\/. and Contractor consents to the City's use thereof
for such purposes as the Ci1y deems appropriate.
b. Paymcnt need not be made for \vork which fails to meet the standard of pertonnance
specified in the Recitals of this Agreement.
13. D1SCIUMINATlON
Contractor shall not discriminate bccause ufrace, color, creed, religion, sex, marital
status, sexual orientation. age, national origin. ancestry. or disability, as defined and prohibi1ed
by applicable law, in the recruitment, selectiun. training, utilization, promotion. termination or
other employment related activities. Contractor affirms that it is an equal opportunity employer
and shall comply' \\i.ith all applicable federal. slate and localla\'-/5 and regulations.
14. .JU\{ISUlCTlON - VENUE
l'his Agreement has been executed and delivered in the State ofCalitornia and the
validity, interpretation, performance, and enforcement of any of the clauses of this Agreement
shall be determined amI guverned by the laws of the State of California. Both parties further
5
.
r\.'i: 1 h,lt ( )rnn~t' ( PUn! \ " ( ali lnfn u .,I1,d Il'~" \ ,,"!ilk' h'f ,lll\ ,L t [',JI) (11 rn;(('\',! i
!,;c bn or ,tr;;;.~ dlll dL in clinfl....'\.:lk'n \\ IIh 'i r(';bi'D (',j thl~. \~r'~:L'fljt'nl.
lli::1: 1:1,:'
15. I'ROI'rSSIO'\AL L1CF'\SFS
('\lJltrachlf ..;luIL thr\lll}.::lwut [he' term; If \llh \g!"('('nl(,I1L lTl<liil!:un a! l fh.:;"'t''S:<lry h\.,....I1'->(''.
rcnnih. arprd\~tb. \\;\!\,\,.'r..,. and C\L'mnt1;_\fh !k"~:"';;"<ir! ti\r the pn\\l',hH) ()(thL' "....r\':~.:,
lltT;:,ul1uer ;Ul\..l r\.'qwfl'J n:, il1e [d\\~ ~md II. iL~dit\lh il(th..: t nih;.,j .....L:ll\:,\, the "Lilt ~irC:tlit\\rnu.
lh...' (i!\ ilr'ZlIlLt -\n;i and all Ui\\'.-"rnnH_'I1!,;j i;.:". {-.-,ntr:h:h1f-,hitl! n~Hd:'; the (
,mml.'di~!!ch ;:nd In \\nt !,fhef lILihijjj\ h', "h;;j]n (',1' m;:I1\[;J;n '1l](':h rcrmih. I1Ct'fh"'"
;;prr,o\Jh, \\<liver". ~:nd -:\;.;'jT)P{ii..)ll~, '<'l\! fuh,i1t\ "lull be ~'~H>\..> !;',r tcn11indiH'rl ,\:'(1:+,
\':.21\:cml'111
Ih. \lISCFLL.\\'FOl S I'RO\ /',10\\
~L I ,:..:h urhk'r"l~ rl'pr\..'~l'llt', ,Hid \.\dr!'.;:nt> Ihdt n" 'igll~\turl..' h~;l'lnb('k\\\
;H!ttkq'J(\ ;:nd ril...'h!!p hmd 1h('lr ;;\;... P:lrlh> i, :...'d,,-h ili 1!1i-' !(Tfll", dflln". '-\
dl(' f';"\\~L
iH:11L :,lIht ';il,dl
r\l,k'PHlll\ (It\ ndi\ irh:Jud ;',-";\,-\',(1 ,f"1!:.' \_';,,1;, :Phi ,:Jt{Cfnh'\' It't''< ~;\r ::In:. :njurl;;> rH' ,j,jl ;"
i. il'. In rh\.' ".':\1..'nl 1.11;11 ',::L:h ;lIJl I-!' Pi 1\\t..:1" 1 11,; I;t Lid, 11;;1..1 11\ tlk' ",rgn,!iilr:. "1' ;... \\ itl1..:!;",l.\\';
h \11 l\hd'i1~ k'lCr":ih. h.'t'!!
'; tiJ in lhe i~, id> ;.j lln', \ "m
';1;
'1\.')" .;-11;11 r t-'L' 1!h:;
\L:h.:'d ,I', Ii iulh",-i.
\ \\ 11 "\i ...., \\'111 Ri (11 .J!!..' f'.:'1i 1 h:',:'l, h.'
',-: ,h'd :J ;,\~_if;:i:'rn:';jj Ih~' d'lL,';li 1 \ (' if
':i",", .H1"., ,;' \\ r!flC-!'
\ r i I ....;
, , zz ,.,,' , ., '"
kl;~
]l\
1<. I"
':1\ I "\
I) \ \ H J ".. R! \.\1
( it,.: \ I ; U':(; "'.ili\.:!
(i \ LULl ..\,'
\j)!f!\(j\,~ j) \\ li) 1 (lR\l
/Xa:w.~~
~~j I'j! \\.. 1 ! Jj(jVi<
t Ii'> \H'
(t)-.;rR\(TO\{
;<1 <. \ )\1\11 "11I ) 1 <. )1, '\1'1 J\\1
~~~
! j< \ \, I l'i.. ( 1 I 1 j {f! !~ I.~! /
[ \l..,._.Ut!\ C 1 )1 !'l\.:!;, if ;,;j I
I !:',:i).l";iij;! \1.:!u nk'rn
"-\'." \ I,. ;:"', \ ",',':1,- '.
EXHIBIT A
SCOPE OF SERVICES
Contractor shall provide general cunsulting services regarding the City's Payroll application,
Oracle database and supporting programs. The majority of these servi(.,;es will be conducted by
the Contractor rernokl)' using VPN access to the City's network or by phone. The Contractor
may he requested to come to the City for special support such as during the \veekend of the
Payroll application upgraue. This request will be made through the Applications Systems
Manager or the Manager of Information Services.
Services to be compensated at the rate of$85.00 per hour.
7
N-~()6-0"l S'
Mitre-Ramirez, Norma
From:
Sent:
To:
Subject:
Sheedy, Laura
Wednesday, September 27,200610:49 AM
Mitre-Ramirez, Norma
RE: Juan Gonzales Agreement - Insurance and Date Inquiry
Hi Norma
Due to the nature of the services provided, generalljability insurance is not required However, if Mr Gonzales has
employees, he is required to have workers camp insurance.
The beginning date is the date it is signed by the City Manager.
Thanks
Laura
From: Mitre-Ramirez, Norma
Sent: Wednesday, September 27, 2006 10:30 AM
To: Sheedy, Laura
Subject: Juan Gonzales Agreement - Insurance and Date Inquiry
Hello Laura -
I received the attached agreement from Bob OePrat He mentioned that insurance is not needed however, under Item 5 it
does indicate that the insurance is required. Please confirm
Also, what is the beginning date of this contract?
Thank you,
Norma Mitre-R
<<File: Gonzales, Juan '\1..pdl">>
1