Loading...
HomeMy WebLinkAboutMAYNE, VIRGINIA G. 4City of Santa Ana Clerk of the Council _, AGREEMENT TERMINATION C 2~~ ?{nn 1?i ~i1 E! '1. Please complete this form when the attached agreement is no'1t~ne~e~f'- ~~'+ a• ~~ in effect. Return form to the Clerk of the Council Office!! (M-30). Call 647-5237 if you have any questions. -. ,+e,~5 ~~(. The agreement with No. /V ' r~W 7'~ O~ was completed on and final payment has been made. Department: Phone/Ext.: Signature: Date: Revised 07-23-07 ~0. Z~v Jt4lll.IiWaONFlE WOIlK w.y POOCEED UNTIL INSURANCE EXPIRES /-/- O~ CLERK OF COUNCIL DATE: \1-'- -0' O. CIlA (2.) . (Lye!".'" ,,^WIf\" ') THIS AGREEMENT, made and entered into this 1st day of July, 2007 by and between Virginia G. Mayne (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"). N-2007 -083 CONSULTANT AGREEMENT RECITALS A. The City desires to retain a consultant having special skill and knowledge in the field of job preparedness instruction for clients at the Santa Ana WORK Center. 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 perform those services as set forth in Exhibit A to this Agreement. 2. COMPENSATION a. City agrees to pay, and Consultant agrees to accept as total payment for its services, the rates and charges identified in Exhibit A. The total sum to be expended under this Agreement, shall not exceed $5,000.00 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 procednres. 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 June 30, 2008, unless terminated earlier in accordance with Section 12, below. The term ofthis Agreement may be extended upon a writing executed by the Deputy City Manager for 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 ventnre 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 insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 5. INSURANCE Prior to undertaking performance of work under this Agreement, Consultant shall maintain and shall require its subcontractors, if any, to obtain and maintain insnrance as described below: a. Commercial General Liability Insurance. Consultant shall maintain commercial general liability insnrance naming the City, its officers, employees, agents, volunteers and representatives as additional insnred(s) and shall include, but not be limited to protection against claims arising from bodily and personal injnry, including death resulting therefrom and damage to property, resulting from any act or occurrence arising out of Consultant's operations in the performance ofthis Agreement, including, without limitation, acts involving vehicles. The amounts of insnrance shall be not less than the following: single limit coverage applying to bodily and personal injury, including death resulting therefrom, and property damage, in the total amount of$I,OOO,OOO per occurrence. Consultant shall supply City with a fully executed additional insnred endorsement in substantially the form attached hereto as Exhibit B upon execution of this Agreement and shall be approved in form by the City Attorney. b. (reserved) c. Worker's Compensation Insnrance. In accordance with the provisions of Section 3300 of the Labor Code, Consultant, if Consultant has any employees, is required to be insnred against liability for worker's compensation or to undertake self- insnrance. Prior to commencing the performance of the work under this Agreement, Consultant agrees to obtain and maintain any employer's liability insnrance with limits not less than $1,000,000 per accident. d. The following requirements apply to the insnrance to be provided by Consultant pnrsuant to this section: 2 (i) Consultant shall maintain all insnrance required above in full force and effect for the entire period covered by this Agreement. (ii) Certificates ofinsnrance shall be furnished to the City upon execution of this Agreement and shall be approved in form by the City Attorney. (iii) Certificates and policies shall state that the policies shall not be canceled or reduced in coverage or changed in any other material aspect without thirty (30) days prior written notice to the City. d. If Consultant fails or refuses to produce or maintain the insnrance required by this section or fails or refuses to furnish the City with required proof that insurance has been procnred and is in force and paid for, the City shall have the right, at the City's election, to forthwith terminate this Agreement. Such termination shall not effect Consultant's right to be paid for its time and materials expended prior to notification of termination. Consultant waives the right to receive compensation and agrees to indemnify the City for any work performed prior to approval of insnrance by the City. 6. INDEMNIFICATION Consultant 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 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. This indemnity and hold harmless 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 of this 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 natnre 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 only written 3 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 sonrce; (c) is in rightful possession of the Consultant without an obligation of confidentiality; (d) is required to be disclosed by operation oflaw; 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 pnrsuant 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 ofthe 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: Deputy City Manager for Development Services Community Development Agency City of Santa Ana 20 Civic Center Plaza (M- 76) 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 4 and, Santa Ana WORK Center 1000 E. Santa Ana Blvd., #200 Santa Ana, CA 92701 Telefacsimile (714) 565-2602 To Consultant: Virginia G. Mayne 1601 East Avalon Avenue Santa Ana, CA 92705-7118 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-fonr (24) honrs 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 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. 11. ASSIGNMENT Inasmuch as this Agreement is intended to secnre the specialized services of Consultant, Consultant may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent ofthe 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. 5 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 oftermination, subject to the following conditions: a. As a condition of such payment, the Deputy City Manager 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 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 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 government and construed in accordance with the laws of the 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 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. 15. PROFESSIONAL LICENSES Consultant shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision ofthe 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 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. 6 16. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signatnre 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. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. CITY OF SANTA ANA ATTEST: Patricia E. Healy Clerk ofthe CQullcil rIl ;1..76f; fllt.Da d N. Ream City Manager APPROVED AS TO FORM: Joseph W. Fletcher, City Attorney CONSULTANT BY:,~~.4t~ Lisa Storck, Assistant City Attorney YA- .' ,/f~ Virg~ Employer ID # !Individual SS # 5~?--"P=r- (fcf~ RECOMMENDED FOR APPROVAL: 'tLtu eufiJ b'lStephen G. ding, Deputy City Manager For Development Services 7 r'\ DATE: June 30, 2007 TO: Lydia Morgan Finance Department, City of Santa Ana cc: Carlos de la Riva FROM: Virginia G. Mayne RE: Proposal for Instruction Services This is to propose the renewal of my contract as an independent instructor with the City of Santa Ana for the period July 1, 2007 - June 30, 2008. The services provided will be of the same nature as detailed in my previous contract, namely instruction services provided on the Work Center site. Services may also include editing and creation of workshop materials. Services will be provided on an as needed basis to be determined by Work Center staff and myself. I propose to submit invoices to the City of Santa Ana for services rendered nnder the following terms. My hourly rate will be $55, subject to change. Between July 1,2007 and June 30, 2008, I expect to bill the City of Santa Ana for no more than $5,000. Invoices are payable by check and payment is due upon receipt. These terms are fixed. Thank you for your consideration. Should you have questions regarding this proposal, please contact me at (714) 953-3081. "EXHIBIT A EVANSTON INSURANCE COMPANY CERTIFICATE NO.: 2007-18 CERTIFICATE OF INSURANCE EXCLUDES COVERAGE FOR NOMINEE EVENTS. SEE SEPARATE APPLICATIONS FOR NOMINEE EVENTS. SPECIAL EVENT LIABILITY PROGRAM PRODUCER: PUBLIC ENTITY (ADDITIONAL INSURED) City of Santa Ana Alliant Insurance Services, Inc. in conjunction with Apex [nsurance Services P. O. Box 6450 Newport Beach. CA 92658 (949) 660-8163 License No: OC 36861 NAMED INSURED (EVENT HOLDER): Virginia 1\Iaj'ne 1601 E. Avalon Ave. Santa Ana, CA 92705 20 Civic Center Plaza, M-28 Santa Ana, CA 92701 EVENT INFORMATION: TYPE: Self-Improvement DA TE(S): 4/5/07 - 12/31107 LOCATION: SA Work Ccnter "Liquor Liability after 2am 0 This is to certify that the policies of insurance listed below have been issued to the insured named above for the policy period indIcated. Notwithstanding any reqUlrements, terms or conditions 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. Limits shown may have been reduced by paid claims. INSURANCE CARRIER: Evanston Insurance Company MASTER POLICY NUMBER: 04SEP 1 00000 1 MASTER POLICY DATES: EFFECTIVE: JANUARY 1,2007 EXPIRATION: JANUARY 1. 2008 COMMERCIAL GENERAL LIABILITY OCCURRENCE FOR.I\.f IJEDUCTIBI.E. NO~E General Aggregate Limit $ 2.000.000 Products & Completed Operations 1,000.000 Personal & Advertising Injury 1.000.000 Each Occurrence Limit 1,000,000 Fire Damage (Any One Fire) 50.000 Medical Payments (Any One Person) 5.000 The limits of insurance apply separately to each event insured by this policy as if a separate polic}" of in:;urancc has been issued for {hat cve;:nt 'Who is insured" is amended to include, as all insured, the person or organization shown in this schedule, but only with res peel to liahility arising out of the Jwnership, maintenance or use of the premises used by the named insured (event holder). This insurance does not apply to: Any "occurrence" which takes place Ifter the event holder ceases to be a tenant in that premises OTHER ADDITIONAL INSUREDS :.A.NCELLATION: Should the above described policy to cancelled be/ore the expiration date thereof: the issuing company will mail 3D days written notice to the ~crtificate holder and additional insureds listed. U:7~ \UTHORIZED REPRESENT A TIVE: JA TE ISSUED: April 5. 2007 ]enerated by Risk Management Division by: ~ -/ilu~~A