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Home My WebLink AboutCALIFORNIA STATE UNIVERSITY FULLERTON 1~. City of Santa Ana .~ - -~r ~ Clerk of the Council ~. AGREEMENT TERMINATION Please complete this form when the attached agreement is no onger in effe t'~ ~' ~6 Return form to the Clerk of the Council Office (M-30). , Call 647-5237 if you have any questions. ~;' .. ' ;/fit .... ------------------------- ---------------- he agreement with C - _______________ No. N - oZ.DO~7- ~3( was completed on ~ and final payment has been made. Department: ~~b~-~ Phone/Ext.: ~(, ~~ ~~ Revised 07-23-07 Signature: ~-Z L-~C.,~ ~ C,~ x ~N ~ / f, J Date: ~~JS~'r7ANCE NOl ON FILE N-2007-131 JJORK MAY NOT PROCEED CLERK OF COUNCIL DATE: I I-14-~~ CONSULTANT AGREEMENT NO. Silvia Cep-vas THIS AGREEMENT made and entered into this a8'r' day of , 2007 by and between CSU Fullerton Auxiliary Services Corporation, a nonprofit auxiliary and fiscal agent of California State University; Fullerton (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 in the Feld of conducting oral history interviews. 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 conduct and transcribe two interviews of the City Manager, 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 a total fee of $7,258.00. 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 October 31, 2008; unless terminated earlier in accordance with Section 12, below. The term of this Agreement may be extended upon a writing executed by the Executive Director of Library Services and the City Attorney. 29-Nov-2007 Alliant Insurance Services, Inc, 600 Montgomery Street 9th Floor San Francisco, CA 94111 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. PRODUCER (415) 403-1400 INSURED CSU Fullerton Auxiliary Services Corporation 2600 Nutwood Ave" Suite 275 Fullerton, CA92631-3599 ;f/- ;(007 -13/ Attn: Bill Herbert INSURERS AFFORDING COVERAGE Please refer to Coverages section below, 481 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. CoverageType Insurer Policy Amount Workers' Com ensation For Evidence of Insurance AO-COMP 5558-036 01-Jul-2007 01-Jul-2008 V\C Statuto Limits Each Accident Disease. Each Em 0 se Disease - PoIi limit $1,500,000 $1,500,000 $1,500,000 DESCRIPTION OF OPERA TIONS/LOCA TIONSNEHICLES/EXCLUSIONS ADDED BY ENDORSEMENTS/SPECIAL PROVISIONS Evidence of Workers' Compensation coverage, IMPORTANT If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. A statement on this certificate does not confer rights to the certificate h"der in lieu of such endorsement(s). If SUBROGATION IS WAIVED, subject to the terms and ooncitions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement s . DISCLAI MER The Certificate of Insurance on this form does not constitute a contract between the issuing insurer(s), authorized representative or producer, and the certificate holder, nor does it affirmatively or negatively amend, extend or alter the coverage afforded by the policies listed thereon. CERTIFICATE CANCFII ATlON SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING COMPANY\MLL ENDEAVOR TO MAIL30 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO DO SO SHALL IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE COMPANY,ITS AGENTS OR REPRESENTATIVES. City of Santa Ana 20 Civic Center Plaza (M-30) P,O, Box 1988 Santa Ana, CA 92702 16Cffl - 2048 AUTHORIZED REPRESENTATIVE ~ ...-V ~ ~ 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 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 insurance as described below: a. Worker's Compensation Insurance. In accordance with the provisions of Section 3300 of the Labor Code, Consultant, if Consultant has any employees, is required to be insured against liability for worker's compensation or to undertake self-insurance. Prior to commencing the performance of the work under this Agreement, Consultant agrees to obtain and maintain any employer's liability insurance with limits not less than $1,000,000 per accident. b. [f Consultant fails or refuses to produce or maintain the insurance required by this section or fails or refuses to furnish the City with required proof that insurance has been procured 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 affect 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 insurance by the City. 6. INDEMNIFICATION Consultant agrees to defend, indemnify and hold harmless City, its officers, employees, counsel, and agents from and against all liability, loss, expense (including reasonable attorney's fees), or claims for injury or damages arising out of the performance of this agreement but only in proportion to and to the extent such liability, loss, expense, attorney's fees, or claims for injury or damages are caused by or result from negligent or intentional acts or omissions of the Consultant, its officers, employees, students or agents. City agrees to defend, indemnify and hold harmless Consultant, its officers, employees, students, and agents from and against all liability, loss, expense (including reasonable attorney's fees), or claims for injury of damages arising out of the performance of this agreement but only in proportion to and to the extent such liability, loss, expense, attorney's fees, or claims for injury or damages are caused by or result from negligent or intentional acts or omissions of the City, its officers, employees, counsel or agents. 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 only written information, but also information transferred orally, visually, electronically, or by other means. Any information transferred orally shall be followed by a written notice within 15 days after oral disclosure. Confidential information disclosed to either party by any subsidiary and/or agent of the other party is covered by this Agreement. All Confidential information shall be appropriately marked as such. 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 tele-facsimile 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 copy to: Executive Director of Library Services City of Santa Ana 26 Civic Center Plaza (M-75) P.O. Box 1988 Santa Ana, California 92702 Telefacsimile (714) 647-5356 To Consultant: Tanya Thompson Acting Director Office of Sponsored Programs 2600 E. Nutwood Avenue, Suite 275 Fullerton, California 92831 . Telefacsimile (714) 278-1256 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 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, 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 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. il. 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 one party upon thirty (30) days written notice of termination to the other party. 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. As a condition of such payment, the Executive Director may require Consultant to del fiver 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. 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 Taws 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 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 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 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 immediately and in writing of its 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 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. // // IN WITNESS HEREOF, the parties hereto have executed this Agreement the date and year first written above. CITY OF SANTA ANA ATTEST: Patricia E. Healy Clerk ofthe Council APPROVED AS TO FORM: JOSEPH W.FLETCHER City Attorney By. 1. La ra Sheedy Assistant City Attorney RECOMMENDED FOR APPROVAL R HARD Executive Director -Library Services DAVID N. REA City Manager CSU FULLERTON AUXILIARY SERVICES CORPORATION LLIAM M. DICKERSON Executive Director TaxID# 95-2081258 EXHIBIT A SCOPE OF WORK Create two volumes, "History of redevelopment in Santa Ana, 1970 to present," and "History of the city manager form of government in Santa Ana, 1952 to present" based on interviews with current city manager, Dave Ream. Conduct 3 hrs of interviews on each topic for a total of 6 hours; transcribe, edit, proof, index, and publish 15 copies of the interview transcripts on each topic. MAYOR Miguel A. Pulido MAYOR PRO TEM Claudia C. Alvarez COUNCIL MEMBERS P. David Benavides Carlos Bustamante Michele Martinez Vincent F. Sarmiento Sal Tinajero CITY MANAGER David N. Ream CITY ATTORNEY Joseph W. Fl€tcher CLERK OF THE COUNCIL Patricia E. Healy CITY OF SANTA ANA 20 CIVIC CENTER PLAZA. P.O. BOX 1988 SANTA ANA, CALIFORNIA 92702 October 21, 2008 CSU Fullerton Auxiliary Services Corporation Tanya Thompson Acting Director Office of Sponsored Programs 2600 E. Nutwood Avenue, Suite 275 Fullerton, California 92831 LJ COpy RE: Extension of Consultant Agreement Dear Ms. Thompson: Pursuant to Consultant Agreement N-2007-l3l, dated August 28, 2007, between CSU Fullerton Auxiliary Services Corporation and the City of Santa Ana, Section 3 - "Term", the time for completion of the project is hereby extended from October 31, 2008, through December 31, 2008. Your Workers Compensation insurance must be extended and/or renewed to cover this extension. All other terms and conditions of the original agreement remain unchanged and in full force and effect. If you have any questions in this regard, please feel free to contact Sylvia Cuevas at the Library Administration office (714) 647-5254. Sincerely, Approved as to Form: JiLe: Library Director oseph W. Fletch City Attorney / v nl1b