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HomeMy WebLinkAboutWilson, ChuckC 2001 AGREEMENT TERMINATION Please complete this form when the attached agreement is no longer in effect. t Return form to the Deputy Clerk of the Council (M -30). Call 647 -5237 if you haveia}y questions. The agreement with No. Al- o?007'00/ and final payment has been made- Revised 08 -28 -06 was completed on Department, Signature: Date: Clerk of the Council INSURANCE NOT REQUIRED WORK MAY PROCEED CLERK OF COUNCIL DATE: 1l-,n-07 co)". P,fe (2")(b'j\\ W~a") N-2007 -009 CONSULTANT AGREEMENT THIS AGREEMENT, made and entered into this ~ day ~k.uMlr ' 2007 by and between Chuck Wilson (hereinafter "Consultant"), and the City of Santa Ana, 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 fire officer training. 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 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 classroom training. The two training topics are "Assessment Center" which is designed for those who will test for a promotion in an Assessment Center and a "Simulator Workshop" which is designed for those who will have a Simulator on their Promotion Exam. 2. COMPENSATION a. In lieu of charging Consultant for the use of a classroom to conduct the training at the Centennial Park Training Facility (hereinafter the "Facility"), Consultant shall allow Santa Ana Fire Department personnel to attend the training and receive a 10% discount off the tuition price of $100.00 in advance or $110.00 at the door per attendee per training topic. Amount not to exceed $25,000.00. 3. TER.lVI This Agreement shall be for the use of a classroom at the Facility on April 3-4, 2007, only. 4. INDEPENDENT CONTRACTOR 1 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 insnrance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 5. INDEMNIFICATION Consultant agrees to and shall indemniJY 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 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 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. 6. 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 ouly 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. 7. 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. 8. 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: 2 4...,..r To City: Fire Chief City of Santa Ana 1439 S. Broadway (M-80) Santa Ana, CA 92702 telefacsimile (714) 647-5779 To Consultant: Chuck Wilson 16291 Countess Drive Suite 306 Huntington Beach, CA 92649 310-261-7795 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. 9. 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. 10. 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. 11. JURISDICTION - VENUE This Agreement and all questions relating to its validity, interpretation, performance, and enforcement shall be governed and construed in accordance with the laws of the State of 3 4.v 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 of this Agreement. 12. 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 his inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. 13. 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 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 of this Agreement. 1/1 1/1 /II /II /II 1/1 /II /II 4 c......,./ IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: /~;;?- I \- ~HEALY Clerk of the Council APPROVED AS TO FORM: JOSE~W.FLETCHER City:Attsimey By: ~ul..(/,- Uf.- t~ t--./ Pau a Coleman Assistant City Attorney CITY OF SANTA ANA ((ljJw~ DAVIDN. REAM City Manager CONSULTANT ~tJ~ i~~~ WILS~~r- 5f{, 55~ 5 Mitre-Ramirez, Norma From: Sent: To: Subject: Coleman, Paula Tuesday, February 20, 2007 1 :07 PM Mitre-Ramirez, Norma RE: Chuck Wilson classroom training. It will not exceed that amount. Would you like me to send you an amended agreement? -----Original Message----- From: Mitre-Ramirez, Norma Sent: Tuesday, February 20, 2007 1:05 PM To: Coleman, Paula Subject: Chuck Wilson classroom training. Good Afternoon Paula, I am A-preparing the above-mentioned agreement for signatures however, the agrement does not indicate that it "shail not exceed 25K". Please advise. Thank you, Norma Mitre 647-5237 1 CHECKLIST FOR PROCESSING AGREEMENTS AND AMENDMENTS lIT c.' '. '0' 4'1 , 8.')' . p TO: CLERK OF THE COUNCIL OFFICE G,../ rt- TS- Dr<..../' EXT.: . 8./61 < 57'1! FROM: DEPT.: /:::-/f2G CONTACT PERSON: IS ' II MAIL STOP: :M. 'w :.II_....Jl:......-.~ ......... . mJ '.0[1 ItlUll,., II . .... . II... .~ AGREEMENT NUMBER (if amendment): A I N AMENDMENT NUMBER (if applicable): 0 1ST r/(I;. o 2ND o 3"D o COUNCIL APPROVAL DATE: AMOUNT: ;J IIf' 0 OVER $25,000' (A) 0 UNDER $25,000' (N) NAME OF CONSULTANT: (t i-<..A-('I< (~ ,( f C/../ TERM OF AGREEMENT: EFFECTIVE DATE: i~'" ~ (., ./. D 07 , TERMINATION DATE: Hiir..:, L ct, 2 c' ,,) INSURANCE REQUIRED: 0 NO (Provide City Attomey Office approval) DYES o AUTO o PROFESSIONAL LIABILITY o CGL (Commercial General Liability) o WORKERS COMPENSATION (INSURANCE APPROVAL REQUIRED BY CAO PRIOR TO SUBMITTING TO COTC) SIGNATURES REQUIRED: o VENDOR o CITY ATTORNEY o .::%- AGENCY (UNDER $25,000*) OTHER k<;;5 (:;C- H.Q; I ,f i c '5 COMMENTS: /I--',;/)()(k~v t~ 4(; : IJr "<; ~- .- <:"-,,v ~ FOR CLERK OFFICE ysE ONLY: IH" PROCESS ~OT PROCESS o MISSING CONTACT/PROJECT MANAGER INFORMATION o MISSING SIGNATURES o JlEEDS COUNCIL APPROVAL [J."'" OTHER . CP~~ '(.520'2 . Charter amendment effective December 21,2006 for City Manager contract authority increase.