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Home My WebLink AboutCAPISTRANO UNIFIED SCHOOL DISTRICT-2009N-2009-014 CONSULTANT NAME: City of Santa Ana Contract No. C0809167 ~r ~sr,* ~~~'i~ CL~'. Consultant Agreement This AGREEMENT is hereby entered into between the Capistrano Unified School District, hereinafter referred to as "DISTRICT" and City of Santa Ana hereinafter referred to as "CONSULTANT." WHEREAS, DISTRICT is authorized by Section 53060 of the California Government Code to contract with and employ any persons for the furnishing of special services and advice in financial, economic, accounting, engineering, legal or administrative matters, if such persons are specially trained and experienced and competent to perform the special services required; WHEREAS, CONSULTANT is specially trained and experienced and competent to perform the special services required by the DISTRICT, and such services are needed on a limited basis; NOW, THEREFORE, the parties agree as follows: 1. Services to be Provided by CONSULTANT: Zoomobile visits at Moulton Elementary 2. Term: CONSULTANT shall commence providing services under this AGREEMENT on February 25, 2009 and will diligently perform as required and complete performance by March 4, 2009 3. Compensation: DISTRICT agrees to pay the CONSULTANT for services satisfactorily rendered pursuant to this AGREEMENT a total fee not to exceed amount specified by District purchase order as per attached fee schedule Exhibit A and/or proposal Exhibit DISTRICT shall pay CONSULTANT after receipt of consultant invoice and with approval of a District representative. 5130/08 CONSULTANT NAME: City of Santa Ana Contract No. C0809167 4. Expenses: D[STRICT shall not be liable to CONSULTANT for any costs or expenses paid or incurred by CONSULTANT in performing services for DISTRICT except as follows: n!a 5. Independent Contractor: CONSULTANT, in the performance of this AGREEMENT, shall be and act as an independent contractor. CONSULTANT understands and agrees that he/she and all his/her employees shall not be considered officers, employees or agents of the DISTRICT, and are not entitled to benefits of any kind or nature normally provided employees of the DISTRICT and/or to which DISTRICT'S employees are normally entitled, including, but not limited to, State Unemployment Compensation or Worker's Compensation. CONSULTANT assumes the full responsibility for the acts and/or omissions of his/her employees or agents as they relate to the services to be provided under this AGREEMENT. CONSULTANT shall assume full responsibility for payment of all Federal, State and local taxes or contributions, including unemployment insurance, social security and income taxes with respect to CONSULTANT'S employees. 6. Materials: CONSULTANT shall furnish, at his/her own expense, all labor, materials, equipment, supplies and other items necessary to complete the services to be provided pursuant to this AGREEMENT except as follows: n/a CONSULTANT'S services will be performed, findings obtained, reports and recommendations prepared in accordance with generally and currently accepted principles and practices of his/her profession. 7. Originality of Services: CONSULTANT agrees that all technologies, formulae, procedures, processes, methods, writings, and ideas, dialogue, compositions, recordings, teleplays and video productions prepazed for, written for, submitted to the DISTRICT and/or used in connection with this AGREEMENT, shall be wholly original to CONSULTANT and shall not be copied in whole or in part from any other source, except that submitted to CONSULTANT by DISTRICT as basis for such services. 8. Copyright/Trademark/Patent: CONSULTANT understands and agrees that all matters produced under this AGREEMENT shall become the property of DISTRICT and cannot be used without DISTRiCT's express written permission. DISTRICT shall have all right, z 5!30108 . \ CONSULTANT NAME: City of Santa Ana Contract No. C0809167 title and interest in said matters, including the right to secure and maintain the copyright. trademark and/or patent of said matter in the name of the DISTRICT. CONSULTANT consents to use of CONSULTANT's name in conjunction with the sale, use, performance and distribution of the matters, for any purpose and in any medium. 9. Termination: DISTRICT may, at any time, with or without reason, terminate this AGREEMENT and compensate CONSULTANT only for services satisfactorily rendered to the date of termination. Written notice by DISTRICT shall be sufficient to stop further performance of services by CONSULTANT. Notice shall be deemed given when received by the CONSULTANT or no later than three days after the day of mailing, whichever is sooner. DISTRICT may terminate this AGREEMENT upon written notice of intention to terminate for cause. Cause shall include: (a) material violation ofthe AGREEMENT by the CONSULTANT; or (b) any act by CONSULTANT exposing the DISTRICT to liability to others for personal injury or property damage; or (c) CONSULTANT is adjudged bankrupt, CONSULTANT makes a general assignment for the benefit of creditors or a receiver is appointed due to CONSULTANT's insolvency. Written notice by DISTRICT shall contain the reasons for such intention to terminate and unless within ten (10) days after service of such notice the condition or violation shall cease, or satisfactory arrangements for the correction thereof be made, this AGREEMENT shall, upon the expiration often (10) days cease and terminate. In the event of such termination, the DISTRICT may secure the required services from another contractor. If the cost to the DISTRICT exceeds the cost of providing the service pursuant to this AGREEMENT, the excess cost shall be charged to and collected from the CONSULTANT. The foregoing provisions are in addition to, and not a limitation of, any other rights or remedies available to the DISTRICT. Written notice by DISTRICT shall be deemed given when received by the other party, or no later than three days after the day of mailing, whichever is sooner. 10. Hold Harmless: CONSULTANT agrees to and shall defend, indemnifY and hold harmless the DISTRICT, its Governing Board, officers, agents, employees and volunteers from all claims, including active and passive claims, losses, costs, attorney fees and expenses arising out of any liability or claim of liability for personal injury, bodily iqjury to persons or death, furnishing or use of any copyrighted or uncopyrighted matter or patented or unpatented invention, contractual liability, and damage to property sustained or claimed to have been sustained arising out of activities/services provided by CONSULTANT or its subcontractors, 5/30/08 3 CONSULTANT NAME: City of Santa Ana Contmct No. C0809167 whether authorized by this Agreement or not. CONSULTANT further agrees to waive all rights of subrogation against the DISTRICT. The provisions of this article do not apply to any damage or losses caused solely by the negligence or willful misconduct of DISTRICT or any of its agents or employees. II. Insurance: Pursuant to Section I 0, CONSULTANT agrees to carry a commercial general liability insurance and automobile liability insumnce with limits of One Million Dollars ($1,000,000) per occurrence combined single limit for bodily injury and property damage in a form mutually acceptable to both parties to protect CONSULTANT and DISTRICT against liability or claims of liability, which may arise out of the AGREEMENT. In addition, CONSULTANT agrees to provide an endorsement to this policy stating, "Such insurance as is afforded by this policy shall be primary, and any insurance carried by DISTRICT shall be excess and noncontributory." No later than the actual start date, CONSULTANT shall provide DISTRICT with certificates of insurance evidencing all coverages and endorsements required hereunder including a thirty (30) day written notice of cancellation or reduction in covemge. CONSULTANT agrees to name DISTRICT and its officers, agents and employees as additional insured's by sepamte endorsement under said policy. 12. Assignment: The obligations of the CONSULTANT pursuant to this AGREEMENT shall not be assigned by the CONSULTANT. 13. Compliance with Applicable Laws: The services completed herein must meet the approval of the DISTRICT and shall be subject to the DISTRICT's geneml right of inspection to secure the satisfactory completion thereof. CONSULTANT agrees to comply with all federal, state and local laws, rules, regulations and ordinances that are now or may in the future become applicable to CONSULTANT, CONSULTANT's business, and personnel engaged in operations covered by this AGREEMENT or accruing out of the performance of such opemtions. 14. PermitslLicenses: CONSULTANT and all CONSULTANT's employees or agents shall secure and maintain in force such permits ad licenses as are required by law in connection with the furnishing of services pursuant to this AGREEMENT. 15. Employment with Public Agency: CONSULTANT, if an employee of another public agency, agrees that CONSULTANT will not receive salary or remuneration, other than vacation pay, as an employee of another public agency for the actual time in which services are actually being performed pursuant to this AGREEMENT. 5/30/08 4 CONSULTANT NAME: City of Santa Ana Contract No. C0809167 16. Entire Agreement/Amendment: This AGREEMENT and any exhibits attached hereto constitute the entire agreement among the parties to it and supersedes any prior or contemporaneous understanding or agreement with respect to the services contemplated, and may be amended only by a written amendment executed by both parties to the AGREEMENT. 17. Nondiscrimination: CONSULTANT agrees that it will not engage in unlawful discrimination in employment of persons because of race, color, religious creed, national origin, ancestry, physical handicap, medical condition, marital status, or sex of such persons. 18. Non-waiver: The failure ofDISTRlCT or CONSULTANT to seek redress for violation of, or to insist upon, the strict performance of any term or condition of this AGREEMENT, shall not be deemed a waiver by that party of such term or condition, or prevent a subsequent similar act from again constituting a violation of such term or condition. 19. Notlee: All notices or demands to be given under this AGREEMENT by either party to the other, shall be in writing and given either by: (a) personal service or (b) U.S. Mail, mailed either by registered or certified mail, return receipt requested, with postage prepaid. Service shall be considered given when received, if personally served or if mailed, on the third day after deposit in any U.S. Post Office. The address to which notices or demands may be given by either party may be changed by written notice given in accordance with the notice provisions of this section. At the date of this AGREEMENT, the addresses of the parties are as follows: DISTRICT CONSULTANT Terry Fluent, Director of Purchasing Capistrano Unified School District 33122 Valle Road San Juan Capistrano, CA 92675 (949) 234-9441 City of Santa Ana 1801 Ease Chestnut A venue Santa Ana, CA 92701 (714) 647-6575 20. Severability: If any term, condition or provision of this AGREEMENT is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions will nevertheless continue in full force and effect, and shall not be affected, impaired or invalidated in any way. 5/30108 5 CONSULTANT NAME: City of Santa Ana Contract No. C0809167 2 I. Attorney Fees/Costs: Should litigation be necessary to enforce any tenns or provisions of the AGREEMENT, then each party shall bear its own litigation and collection expenses, witness fees, courts costs, and attorneys' fees. 22. Governing Law: The laws of the State of California shall govern the tenns and conditions of this AGREEMENT with venue in Orange County, California. 23. Exhibits: This AGREEMENT incorporates by this reference, the following exhibits, which are attached hereto and incorporated herein: (if applicable) a. Exhibit A Fee Schedule b. Exhibit B Special Conditions c. Exhibit C 5/30/08 6 CONSULTANT NAME: City of Santa Ana Contract No. C0809167 This AGREEMENT is entered into this 9th Day of December 2008 DISTRICT: CONSULTANT: By: ~J ~:'~`~~ By: ~e~e. bel ~ w Terry Fluent, Director of Purchasing Signature Printed Name Title lz~sros Boazd Approval Date RECOMMENDED FOR APPROVAL: ~.~ _~r !~ q5- booo'785 Social Security or Taxpayer Identification GERARDO MOUET ~ Executive Director Parks, Recreation Community Services CITY OF SANTA ANA ATTEST: ~o~ ~-u~ ~~~.~.~ DAVID N. REA~~ ~ PATRICIA E. HEALY City Manager `'~ Clerk of the Council APPROVEll AS TO FARM vsaros ~~~ U" Laura Stiff Sheedy ?ssiatant City Attorney MAt'OR Miguel A. Pulidu MAYOR PRO TL~VI Claudia C. Alvarez C(RJNCIL M[PBERS P. David Benavides Carlos &slamanie Michele Marllnez Vincem f-. Sarm ienia Sal Tinajcro October 15, 2008 Attn. Ann Casey Moulton Elementary School 29851 Highlands Ave. Laguna Niguel, Ca. 92677 CITY OF SANTA ANA 20 CIVIC CENTER PLAZA • N.U. BOX 1988 SANTA ANA, CALIFORNIA 92102 FINANCIAL AGREEMENT CITY MANAGER David N. Ream CITY ATTORNEY Joseph VV. Fletcher CLERK OF THE COUNCIL Patricia E. Healy This is to confirm the Santa Ana Zoo Zoomobile visit. Please check the following information for accuracy. If any questions arise please contact the Zoo Education Department by calling (714) 647-6562. Program details: Wednesday, February 25, 2009 9-10, 10-11 $150.00 Thursday, Feb. 26, 2009 10-11:00 $90.00 Wednesday, March 4, 2009 9-10, 10-11 $150.00 Approximately 30 people attending each presentation Payment: Payment of $390.00 is due on the day of the presentation. Make check or money order payable to the Citv of Santa Ana. Please do not mail the payment. We will pick it upon the day of the presentation. The Zoomobile Curriculum Packet is provided for your use in preparing students for the visit. One copy is issued per school. Please have copies made and distributed to the teachers attending each presentation. An evaluation form is enclosed within. Please return the completed evaluation form (not the payment) to: Santa Ana Zoo at Prentice Park /Education Department 1801 E. Chestnut Ave. Santa Ana, Ca. 92701 If changes are needed, please contact us. We are looking forward to the visit. Sincerely, ,~ } ~~ Kent Yamaguchi Curator of Education Santa Ana Zoo ~ ^ rilta,~i;iU ` / .~ ,x.,~r .~>, IFQ ~ rail ~;hr-sfnnt Avaraun. ~anra An:9 ~°,A N2iUl ~ itrl~ hA'i-yti~j Exhibit A ~~ °~^ SPECIAL CONDTI'IONS CONSULTANT AGREEMENT NO. C0809167 BETWEEN CAPISTRANO UNIFIED SCHOOL DISTRICT AND CTI'Y OF SANTA ANA Delete Article 3 below from original Consultant Agreement attached. 3. Compensation: DISTRICT agrees to pay the CONSULTANT for services satisfactorily rendered pursuant to this AGREEMENT a total fee not to exceed amount specified by DISTRICT purchase order as per attached fee schedule Exhibit A andlor proposal Exhibit DISTRICT shall pay CONSULTANT after receipt of consultant invoice and with approval of a District representative. Incorporate new Article 3 into Consultant Agreement No. C0809167. 3. Compensation: DISTRICT agrees to pay CONSULTANT for services satisfactorily rendered pursuant to the AGREEMENT a total fee as set forth in Exhibit A and not to exceed amount specified by District purchase order. DISTRICT shall deliver payment to CONSULTANT on February 25, 2009, or such other date as the parties agree to reschedule the first presentation. Delete Article 9 below from original Consultant Agreement attached. 9. Termination: DISTRICT may, at any time, with or without reason, terminate this AGREEMENT and compensate CONSULTANT only for services satisfactorily rendered to the date of termination. Written notice by DISTRICT shall be sufficient to stop further performance of services by CONSULTANT. Notice shall be deemed given when received by the CONSULTANT or no later than three days after the day of mailing, whichever is sooner. DISTRICT may terminate this AGREEMENT upon written notice of intention to terminate for cause. Cause shall include: (a) material violation of the AGREEMENT by the CONSULTANT,• or (b) any act by CONSULTANT exposing the DISTRICT to liability to others for personal injury or property damage; or (c) CONSULTANT is adjudged bankrupt, CONSULTANT makes a general assignment for the benefit of creditors or a receiver is appointed due to CONSULTANT'S insolvency. Written notice by DISTRICT shall contain the reasons for such intention to terminate and unless within ten (10) days after service of such notice the condition or violation shall cease, or satisfactory EXHIBIT B Page 1 of 3 Special Conditions Consultant Agreement No. C0809167 Page 2 arrangements for the correction thereof be made, this AGREEMENT shall, upon the expiration of ten (10) days cease and terminate. In the event of such termination, the DISTRICT may secure the required services from another contractor. If the cost to the DISTRICT exceeds the cost of providing the service pursuant to this AGREEMENT, the excess cost shall be charged to and collected from the CONSULTANT. The foregoing provisions are in addition to, and not a limitation of, any other rights or remedies available to the DISTRICT. Written notice by DISTRICT shall be deemed given when received by the other party, or no later than three days after the day of mailing, whichever is sooner. Incorporate new Article 9 into Consultant Agreement No. C0809167. 9. Termination: DISTRICT may, at any time, with or without reason, terminate this AGREEMENT and compensate CONSULTANT only for services satisfactorily rendered to the date of termination. Written notice by DISTRICT shall be sufficient to stop further performance of services by CONSULTANT. Notice shall be deemed given when received by the CONSULTANT or no later than three days after the day of mailing, whichever is sooner. DISTRICT may terminate this AGREEMENT upon written notice of intention to terminate for cause. Cause shall include: (a) material violation of the AGREEMENT by the CONSULTANT,• or (b) any act by CONSULTANT exposing the DISTRICT to liability to others for personal injury or property damage; or (e) CONSULTANT is adjudged bankrupt, CONSULTANT makes a general assignment for the beneft of creditors or a receiver is appointed due to CONSULTANT'S insolvency. Written notice by DISTRICT shall contain the reasons for such intention to terminate and unless within ten (70) days after service of such notice the condition or violation shall cease, or satisfactory arrangements for the correction thereof be made, this AGREEMENT shall, upon the expiration of ten (10) days cease and terminate. Delete Article 11 below from original Consultant Agreement attached. 17. Insurance: Pursuant to Section 10, CONSULTANT agrees to carry a commercial general liability insurance and automobile liability insurance with limits of One Million Dollars ($1,000,000) per occurrence combined single limit for bodily injury and property damage in a form mutually acceptable to both parties to protect CONSULTANT and DISTRICT against liability or claims of liability, which may arise out of the AGREEMENT. In addition, CONSULTANT agrees to provide an endorsement to this policy stating, "Such insurance as is afforded by this policy shall be primary, and any insurance carried by DISTRICT shall be excess and noncontributory. " No later than the actual start date, CONSULTANT shall provide DISTRICT with certifcates of Exhibit B Page 2 of 3 Special Conditions Consultant Agreement No. C0809167 Page 3 insurance evidencing all coverages and endorsements required hereunder including a thirty (30) day written notice of cancellation or reduction in coverage. CONSULTANT agrees to name DISTRICT and its officers, agents and employees as additional insured's by separate endorsement under said policy. Incorporate new Article 11 into Consultant Agreement No. C0809167. 11. The City of Santa Ana self insurance will be accepted to meet the insurance requirement of this Consultant Agreement No. C0809167. `~ '~i CAPISTRANO :ux`rsreo acxoo• oratxrer `"a BOARD OF TRUSTEES ELLEN M. ADDONIZIO President MICHAEL S. WWSTEN Vice Presitlent LARRY J. CHRISTENSEN Clerk JACK R. BRICK ANNA BRVSON KEN MADDOX SUE PALAZZO Capistrano Unified School District Excellence in Education 33122 Valle Road, San Juan Capistrano, CA 92675 Telephone (949) 234-9441/FAX 493-4083 February 26, 2009 Ms. Tish Flynn Santa Ana Zoo 1801 East Chestnut Avenue Santa Ana, CA 92701 Subject: Ezecuted Consultant Agreement Dear Ms. Flynn: SUPERINTENDENT Enclosed please find Purchase Order No.090791 along with a fully executed copy A. WOODROW CARTER of Consultant Agreement No. C0809167, between your Company and Capistrano Unified School District, for your records. Thank you and we appreciate your business. Sincerely, ~~~~ DRU SUSE pB Terry Fluent Director, Purchasing TF:ag enclosures Serving the Southern California communities of Aliso Viejo • Coto de Caza • Dana Point • Ladera Ranch • Laguna Niguel • Las Flores • Mission Vielo • Rancho Santa Margarita • San Clemente • San Juan Capistrano www.capousd.org Amici, Sandra To: Cc: Subject: Sheedy, Laura Flynn, Tish; Martinez, Athena RE: Moulton Elementary contract Yes, Laura I will make It a priority. Thanks, Sandra From: Sheedy, Laura Sent: Tuesday, February 24, 2009 10:00 AM To: Amici, Sandra Cc: Flynn, Tish; Martinez, Athena Subject: FW: Moulton Eiementary contract Sa nd ra Will you rush this through when you get it this afternoon. The program is tomorrow and the school would like the agreement when the Zoomobile shows up. Please let Tish know if you do not receive the agreement in this afternoon's mail. Thank you Laura From: Martinez, Athena Sent: Tuesday, February 24, 2009 9:43 AM To: Sheedy, Laura; Flynn, Tish Cc: Amici, Sandra Subject: Moulton Elementary contract Gerardo signed it yesterday and was interofficed to the Clerk's office. They should receive it this afternoon as our mail is picked up around 9:30am each day. Athena From: Sheedy, Laura Sent: Tuesday, February 24, 2009 9:34 AM To: Flynn, Tish Cc: Martinez, Athena; Amici, Sandra Subject: RE: Moulton Elementary contract Tish We delivered it to Athena on Friday to get Gerardo's signature. I am not sure whether she has sent it to the Clerk or not. Will someone let Tish know where the contract is? Thank you Laura From: Flynn, Tish Sent: Tuesday, February 24, 2009 9:29 AM 1 To: Sheedy, laura Subject: Moulton Elementary contract Hi Laura, I have left a phone message with you regarding the Moulton Contract. They are now in panic mode because they don't have it in their district office. If you still have it, can I pick it up today so my staff can take it with them for their program tomorrow?? Thank you, Tish 2