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Home My WebLink AboutCAPRIELIAN, EDWARD 1- 2003 N-2003-017 STANDARD CONSULTANT AGREEMENT THIS AGREEMENT, made and entered into this (¿ -/'-> day of Hi<A,tf,v , 200J by and between Edward C. Caprielian, Ph.D., a sole proprietor, (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"). 03 RECITALS A. The City desires to retain a consultant having special skill and knowledge in the field of employee training in Public Business Concepts (PBC) program of the City of Santa Ana Management Academy. B. Consultant represents that Consultant is able and willing to provide such services to the City. C. In l.U1dertaking the performance of this Agreement, Consultant represents that it is knowledgeable in its field and that any services performed by Consultant l.U1der this Agreement will be performed in compliance with such standards as may reasonably be expected trom 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 (8 hour) training session in "Ethics & Values" for each scheduled PBC Program. Location of the training session shall be the Lawn Bowling Center in the City of Santa Ana. Dates of service shall be: 10/02/02 8 hours 11119/02 8 hours 'Dates of service for 2003 are to be determined. 2. COMPENSA nON a. City agrees to pay, and Consultant agrees to accept as total payment for its services, a rate and charge of $1 ,400.00 per one day (8 hour) training session in "Ethics & Values." The total sum to be expended l.U1der this Agreement, shall not exceed $10,000.00 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 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. ;)J"F",.Æ tilll ON FilE VYc!":; MAY I:WI PROCEED CLERK OF COUNCIL DATE:jh!o ,3 c. [Ì!,"".~ F/¡~~ 3. TERM This Agreement shall commence on the date first written above and terminate on June 30, 2003, unless terminated earlier in accordance with Section 12, below. In order to provide continuous uninterrupted service to City by Consultant, this Agreement shall cover all services performed by Consultant for City from October I, 2002 to the termination of this Agreement. The term of this Agreement may be extended upon a writing executed by the Executive Director of the Personnel Services Agency 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, ajoint 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, l.U1employment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. s. 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. Commercial General Liability Insurance. Consultant shall maintain commercial general liability insurance naming the City, its officers, employees, agents, volunteers and representatives as additional insured(s) and shall include, but not be limited to protection against claims arising from bodily and personal injury, 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 insurance 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 amOl.U1t of $1 ,000,000 per occurrence. Consultant shall supply City with a fully executed additional insured 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. Business automobile liability insurance, or equivalent form, with a combined single limit of not less than $1,000,000 per occurrence. Such insurance shall include coverage for owned, hired and non-owned automobiles. c. 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 l.U1dertake self-insurance. Prior to commencing the 2 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. d. If Consultant is or employs a licensed professional such as an architect or engineer: Professional liability (errors and omissions) insurance, with a combined single limit of not less than $1,000,000 per claim. e. The following requirements apply to the insurance to be provided by Consultant pursuant to this section: (i) Consultant shall maintain all insurance required above in full force and effect for the entire period covered by this Agreement. Certificates of insurance shall be furnished to the City upon execution of this Agreement and shall be approved in form by the City Attorney. 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. (ii) (iii) f. If 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 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 insurance by the City. 6. INDEMNIFICA nON Consultant agrees to and shall indemnify and hold harmless 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 I 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 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 l.U1derstood 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. 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 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 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 Col.U1cil City of Santa Ana 20 Civic Center Plaza (M-30) P.O. Box 1988 Santa Ana, California 92702-1988 telefacsimile (714) 647-6956 With courtesy copies to: Executive Director Personnel Services Agency City of Santa Ana 20 Civic Center Plaza (M-24) 4 P.O. Box 1988 Santa Ana, California 92702-1988 telefacsimile (714) 647-6930 Attn: Jim Stikeleather 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 To Consultant: Edward C. Caprielian, Ph.D. 613 33rd Street Manhattan Beach, CA 90266-3423 310-544-5478 A party may change its address by giving notice in writing to the other party. Thereafter, any notice, tender, demand, delivery, or other comml.U1ication 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 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 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: 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 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 6 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 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 l.U1dersigned 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 iffully 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. APPROVED AS TO FORM: JOSEPH W. FLETCHER Ci<~ By: Cristine L aw Assistant City Attorney c~ OF S;Z ~A~ City Manager CONSULTANT / /Ú~úJ.-.( ~ Edward C. Caprielian ¡?Jh,-3;l. -&33 r Employer ID # or Individual SS # . . .." EXHIBIT B ADDITIONAL INSURED ENDORSEMENT FOR COMMERCIAL GENERAL LIABILITY POLICY Insurance Company This endorsement modifies such insurance as is afforded by the provisions of Policy # relating to the following: I. The City of Santa Ana, 20 Civic Center Plaza, Santa Ana, California 92701; its officers, employees, agents, volunteers and representatives are named as additional insureds ("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. 2. With respect to claims arising out of the operations and uses performed by or on behalf of the named insured, such insurance as is afforded by this policy is primary and is not additional to or contributing with any other insurance carried by or for the benefit of the additional insureds. 3. This insurance applies separately to each insured against whom claim is made or suit is brought except with respect to the company's limits ofliability. 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. 4. With respect to the additional insureds, this insurance shall not be cancelled, or materially reduced in coverage or limits except after thirty (30) days written notice has been given to the Clerk of the Council, City of Santa Ana, 20 Civic Center Plaza, Santa Ana, California 92701. (Completion of the following, including countersignature, is required to make this endorsement effective.) Effective Policy # Issued to , this endorsement form as a part of Named Insured Countersigned by Authorized Representative II!!!! ...-- ...... = !!! = - - - ¡¡¡; - - æ - - = - iii iii - - !!!!! = - - 55 ;¡¡¡¡¡¡¡¡ !S. 05/13/2003 10: 08 3105455478 ED CAP"IELIAN ~HD ~AGE 01 . . 08 This 8pectnIm Policy colts of the Declarations, Coverage Form6, com!n Policy Conditions and any 67 other Forms and Endorsements issued to bB a part of the Policy. Thl61neurance hi provided by the insurance CK company 01 ThB Hartford Insurance Group shown below. SBA INSURER: HARTFORD CASUALTY INSURANCE COMPANY HARTFORD PLAZA, HARTFOI'.D, CT 06115 COMPJ\IIIY CODE: 3 '\' í Ii I (, I / Policy Number: 72 SBA CK6708 DX ~l SPECTRUM POUCY DECLARATIONS ORIGINAL ... '" '" ... .... Nam8cllll8Ul1lCl8nd M81lIng Acid_: (No., Street, Town, 51818, Zip Code) EDWARD CAPIUBLIAN ... '" ..... '" '" '" ... ;;¡ u '" ... '" '" '" ..... Z' 613 DRD STREET MANHATTAN BJW:H CA 90266 Policy P8rIod: From 03/06/03 To 03/06/04, 1 YEAR 12;01 a.m.. Standard tlmB at your maUlng eddress shown above. ExO8PlIon: 12 noon in Maine, Michigan, New Hampshire, North Carolina. N8II1. of ~rokw: GROSSLIGHT INS/SCIC Code: 250765 Pl'8viouel'o\Jcy Number: 72 SBA Clt67 0 8 Nemed In8urM 18: INDIVJ:DUAL AudIt P8rIod; NON-AUDITABLE Type of Proper1y Co--s¡e: SPECIAL iMuran.. Provtd8d: In rgtum for 1118 paymønt 01 the prømlum and subject to aU 01 tha terms 01 this policy, we agAle with you to provide insurance as IIalød In thll policy. TOTAL ANNUAL PREMIUM 88: $3,316 ,---,,-"--'-'-"'--'" AP¡'lZ()\ iU ¡ORi'!. ---.---.... CA SURCHARGE: 66.32 Count8rølgnød by ~Cil~ Authoriled Rup_ntative 14124,/02 0... Form &S GO 0211 . T Printød in U.S.A. INS) '"'-sa DId8: 12/24/02 Page 001 (CONTINUED ON NEXT PAGE) Pallcy EIIpIntion D*: 03/06/04 INSURED COPT 05/13/2003 10: 08 31051178 ED CAPRI ELI AN I PAGE 02 'W'.."/J SPECTRUM POLICY DECLARATIONS (Continued) POLICYNUIEER: 72 SBA CK6708 L~etion(s), Building(8), Business 01 Namad Insured and Schadule 01 Covørag88 lor Premises as designated by Number below. LOO8IIon: 001 BuIlding: 001 613 33M STRE¡¡'l' MANHATTAN BE:l'.CH CA 90266 DMcrIptIon of BII""': CONSULTING OFFICES DecIuCtIÞIe: $ 250 PER OCC\JRRENC¡¡ BUILDING AND BUSINES& PERSONAL PROPERTY BUILDING LIMrt& OF INSURANCE NO CO~GE BUSINESS PERSONAL PROPERTY REPLACEMENT COST $ 146,400 PERSONAL PROÆRTY OF OTHERS RIPLAcatENT COST NO COVERAGE IIOØI' JIII1) UCQ81'1'D18 DUlID8 'J'IIII PUll!'" OU'NDIII 'J'IIII ....:1:... $ s 10,000 5,000 F- SSOO021183T Printed In U.S.A. (NS) ProoeM 0.: 12 {24/02 P8eO02 (CONTINUED ON NEXT PAGE) PoIJcy ExpIr8tIon 08: OJ /06/04 - - .... .,' ... ""'" .. :;ææ - ~ !!!æ - - ¡¡¡ ...- - iiii ¡¡;;¡ !!! .... ""'" -- - ;;; - !!!! .... ;;; - ...... - -= . B5/13/2003 10: 08 3105455478 . ED CA~RIE_IAN ?HD . PA3E 03 SPECTRUM POLICY DECLARATIONS (ConUnued) POLICY NUMlER: 72 SBA CK67 0 8 Looaflon(s). Bulldlng(sJ. Busin- 01 Named Insured and Schedule of Coverages for premia88 ae designated by Numbsr beloW, loc8IIon: 0 0 1 Bull6lCl: 001 PROPERTY OPTIONAL COVERAGES APPUCABLE TO THIS LOCA11ON LIWT& OF INSURANCE '" '" '" .. ,.., IIIAa'1'llQ'O'.IIIC81 J'OIQI 8S O. 06 J:I&DOC'r¡8L& I ,% IIIJSDlH8 .a8OIIIIL 1PIIO.1III'l'Y 146,400 $ .... 0 .... 0 '" 0 <- 5 N <- N <..> 0 .... ,.., . I!IWIUI. IITIœ'fÇ8 J'OIQI: 88 O. ,. _xS POD xllCLUl88 !AllY AÐD:t'1'IO8L C:OW1WJ88 AIID D'1'11118X~ or COVKJWJÞ , A 8t1181Nt1' or '1'IIB COVIUI&/Ø LIllIi'll %8 Aft'ACI8). Fonn SS 00 021183 T Printed in U,S.A. (NS) ""- 0.18: 12/44/02 P88003 (CONTINUED ON mJrT PAGE) Policy EJIpIratJon 0818: 03/06/04 05/13/2003 10: 08 3105455478 . ED ::APRIELIAN PrlD . PAGE 04 SPECTRUM POLICY DECLARATIONS (Continued) POLICY NUMBER: 72 SBA C!l:6708 PROPERTY OPTIONAL COVERAGES APPLICABLE TO ALL LOCATIONS LlNITS OF INSURANCE Bl78xaa8 %1fCOII8 AlII) U'IIIA al'1:IfØ COIIIIIWDi COYIIIUIØ8 ~ '1'88 ro~ COIIIIIWDi ~¡Oll/h 12 MONTHS ACTUAL LOSS SUSTAINED AÇT:l:QIf 0.. C%V%L AV'l'IIOR%'1'Y: ~ .8D1888 DIICX8I8 I 30 DAYS 30 CONSECUTIVE DAYS V3W:1ULB PA1'11118 AlII) IUICOIID8 r'ONII II 06 &7 25.000 EQ'O':n'- 8IIIIUCJ)OIIf COV8IWDI COV81W8 r'Oft D%UC'f 1'IIY8ICAL LOU DUll '10: ~CAL ~, IUl'J'U%CDLLY cI8II&ItA'l'BD CIJJUUIII'1' AlII) 8'1'1W1 u.LOUOll '1'8:%8 ADÞ%'l'J:OIIUo CO'\/1IIIAG8 DlCL1JD88 'I'Ø roWoOWJ:IIO Ø~I:J:OII8 DUIIIIOO'8 ao:.l'1'AIICS8 ac UFK:l:18IWI'1'8 25,000 25,000 IlllCUJaCAL 88.UDOI8II COVIUIACD OIIL1' ArI'LDI - 8\1:¡:LDØG OR .8D18B8 PIIII8OIaL PROI'8Rfl" :1:8 ~ 011 '1'88 .oL%C1' Form SS 000211113 T Printed in U.S.A. (NS) "- DaI8: 12/24/02 PII8 004 (CONTINUED ON NEXT PAGE) Policy bpll'8llon 0818: 03/06 (04 . .05/13/2003 10: 08 :'.'/ ,.' 310545547R .' i::D CAPRIEUAH PHD . SPECTRUM POUCY DECLARATIONS (Continued) , POUCYNUMIIER: 72 SBA C!C670B . F- ....... !!Oil -, !! ;; == - Iii r;;, i! I - II - ¡; .. -- ... = !!!II -- IU8INESI LlA8l\.rrv UABIUTY AND MEDICAL ØPEN8E8 MallCAL EX1'EJ118E8 . ANY ONE PEASON PEASOIW. ANP ADVERT1IINCJ INJURY '" '" '" ... ..., DANA<1E8 TO "'.... AEHT1ID TO YOU AIf'I ONE ....... AGGREGATe U" PRODU~ OPERATION. Fò1UISS ÒS 09 ~ 4~TE ... '" ... '" '" a S U. N .... '" Q <> r1 .... . "ann S6 00 02 11.. T Printed In U.S.A. (NS) ........ Ø818: 12/24/02 lIMITS OF II8U1IANCE $1,000,000 $ 10,000 $1,000,000 $ 300,000 $2,000,000 $2,000,000 APPROVED ¡,,-S TO La~ RXdr )"¡July City A IlorneY PAGE 05 FORM ,..... 005 (CONl'DlUBDtfi ma'I' PAGE!) IIofIoy 1E1IpIndonD818: 03/06/04