HomeMy WebLinkAboutAIDS HOUSING WASHINGTON 2-2007
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N-2007-021
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INSURj\i';U. iJ:.J i
V,jOR\<' M;;-i \iPOCH.L;
CLERK 01, COUNCIL
DATE: 3ho/o 1
D: c.bA 0.)
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CONSULTANT AGREEMENT
THIS AGREEMENT, made and entered into this 1 sl day of January, 2007, by and
between AIDS Housing Washington, a non profit corporation (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 necessary
for performing a HOPW A strategic planning session.
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 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 a one-day HOPW A strategic planning session with City and any
necessary follow-up work.
2. COMPENSATION
a. City agrees to pay, and Consultant agrees to accept as total payment for its services,
the total sum to be expended under this Agreement shall not exceed $2,000.00 during the term
of this Agreement. Consultant shall provide City with receipts evidencing expenses related to
the services required to be performed hereunder.
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 shall commence on the date first written above and terminate on February 28,
2007, unless terminated earlier in accordance with Section 12, below. The term of this
Agreement may be extended upon a writing executed by the Deputy City Manager for
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Development Services and the City Attorney.
4. INDEPENDENT CONTRACTOR
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 ofthis 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.
5. INSURANCE
Due to the nature ofthe work being performed by the Consultant, insurance requirements are
waived for the performance of this Agreement.
6. INDEMNIFICATION
Consultant agrees to and shall indemnify and hold hannless the City, its officers, agents,
employees, consultants, special counsel, and representatives from liability: (I) 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 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 hannless 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 ofthis 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 ofthis 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
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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:
Executive Director of Community Development Agency
City of Santa Ana
20 Civic Center Plaza (M-25)
P.O. Box 1988
Santa Ana, California 92702
telefacsimile (714) 647-6549
and,
City Attorney
City of Santa Ana
20 Civic Center Plaza (M-29)
P.O. Box 1988
Santa Ana, California 92702
telefacsimile (714) 647-6515
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To Consultant:
AIDS Housing Washington
2014 East Madison Street, Suite 200
Seattle, W A 98122
Attn: Betsy bib~'H1"ll, Executive Director
L.'~ ~rlv\tl"'" ..G ~
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 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:
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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 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 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 govermnent and construed in accordance with the laws ofthe 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 ofthe 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 ofthis 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
California, the City of Santa Ana and all other govermnental 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.
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 ofthis 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.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year
first above written.
ATTEST:
7~<~~
Patricia E. Healy
Clerk of the Council
APPROVED AS TO FORM:
Joseph W. Fletcher, City Attorney
By: L~. ~
Lisa Storck
Assistant City Attorney
RECOMMENDED FOR APPROVAL:
f1Mt tMucud,o
.ffJ!.y: Step n G. Harding
Deputy Ci y Manager for Development Services
CITY OF SANTA ANA
19a~..
David N. Ream, ity Manager
CONSULTANT
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AIDS Housing Washington
Betsy l.illeHH<1n, Executive Director
0~r>x::L. 6.-z::.
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ACORD~ CERTIFICATE OF LIABILITY INSURANCE I DATE (MMJDDIYYI
1/04/08
PRODUCER CAL#0531 007 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION
Wells Fargo Insurance ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE
Services Northwest, Inc. N - :;1.007-0-:>-1 HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR
ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW.
P.O. Box 91143 A - ~O'+ - 08'(,;,
Seattle, WA 98111-9243 INSURERS AFFORDING COVERAGE
INSURED INSURER A: First National Ins, Co.
Building Changes DBA
AIDS Housing of Washington INSURER B:
2014 East Madison SI, Ste 200 INSURER c:
,Seattle WA 98122 INSURER 0:
INSURER E:
COVERAGES
THE POLICies OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING
ANY REQUIREMENT, TERM OR CONDITION 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. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
IIN~:I TYPE OF INSURANCE POLICY NUMBER ~~~~Y EFFECTIVE POLICY EXPJRATION I LIMITS
A ~:NERAL LIABILITY 25CC19428310 1/02/08 , 1/02/09 I EACH OCCURRENCE 1000000
I $
~"ffi""_"~" I FIRE DAMAGE (Anyone fire] $ 200000
CLAIMS MADE [XJ OCCUR I I I MEO EXP (Anyone personl $ 10000
X . STOP GAP _ $lM/$1M/$lM I PERSONAL lit ADV INJURY $ 1000000
,-X _ EMPL Y BEN_ EMPLOYEE BENEFITS GENERAL AGGREGATE $ 3000000
4'~ AGGREr~Tl LIMIT APPLIES PER LIABILITY LIMIT: PRODUCTS - COMPtOP AGG $ 1000000
POLICY ~~gT I LOC 3 000 000 AGG.
A ~OMOBILE LIABiliTY I 25CC19428310 1/02/08 1/02/09 COMBINED SINGLE LIMIT
IEaaccidentl $ 1000000
- ANY AUTO
- ALL OWNED AUTOS BODilY INJURY
$
_ SCHEDULED AUTOS IPer pef$(lnl
~ ~IRED AUTOS SODIL Y INJURY $
X I NON-OWNED AUTOS IPer accidentl
~, BUSINESS PROPERTY DAMAGE
I IPer accidentl $
AUTO
~AOE L1A"L1TY AUTO ONLY - EA ACCIDENT $
ANY AUTO OTHER THAN EAACC $
, AUTO ONLY' AGO $
~ESS LIABILITY EACH OCCURRENCE ,
...-J OCCUR D CLAIMS MADE AGGREGATE $
$
=1 DEDUCT'BLE !,
RETENTION $ $
WORKERS COMPENSATION AND I ~~ySI~~S \ 10TH.
EA
EMPLOYERS' UABlllTY I
E.L EACH ACCIDENT $
, I ,
E.L. DISEASE. EA EMPLOYEE $
, E.L. DISEASE - POLICY LIMIT $
OTHER ,
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DESCRIPTION OF OPERATIONS/LOCATlONSIVEHICLES/EXClUSIONS ADDED BY ENDORSEMENT/SPECIAL PROVISIONS
SEE ATTACHED FOR SPECIFIC WORDING REGARDING ADDITIONAL INSURED
INTEREST. JHWL
CERTIFICATE HOLDER I I ADDITIONAL INSURED, INSURER lETTER: CANCELLATION
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED I5EFORE THE EXPIRATION
City of Santa Ana DATE THEREOF, THE ISSUINl3 INSURER WILL ENDEAVOR TO MAIL ~ DAYS WRITTEN
Attn: Clerk of City Council NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE lEFT. BUT FAILURE TO DO SO SHALL
PO Box 1988 IMPOSE NO OI5L1l3ATION OR LIABiliTY OF ANY KIND UPON THE INSURER, ITS AGENTS OR
Santa Ana CA 92702-1988 REPRESENTATIVES.
AUTIJPRIZ~'lIRE~'VE~i
, .JiUlP'"\_ ~ I,
ACORD 25-S 17/971 11- 38 UV ... iii ACORD CORPORATION 19B8
*** DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES ***
The City of Santa Ana its officers, employees, agents,
volunteers and representatives are named as 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.
Please note: The policy is primary and is not additional to or
contributing with any other insurance carried by or for the benefit
of the additional insureds. The 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.
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