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Home My WebLink AboutPETER O'TOOLE LLC 1J / 9/ 1� i 1 December 14, 2015 Peter O'Toole LLC 3314 R Street NW' Washington, DC 20007 Re: Writing Services Dear Peter O'Toole: INSURANCE ON PILE M'ORK MAY PROCEEQ5 - , UNTIL INSURANCE EXPIRES CLERK OF COUNCIL DATE; DEC 1 6 2015 N- 2015 -184 This letter shall be our Agreement regarding the provision of Writing Services ( "Services') to be provided by Peter O'Toole LLC ( "Consultant"), as an independent contractor to the City of Santa Ana, City Manager's Office ("City') for the City of Santa Ana Story ( "Project"). The tern of this Agreement shall be from December 1, 2015 to January 31, 2016. Consultant shall perform all Services under this Letter of Agreement in a skilhM and competent manner, consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of Califomia, and consistent with all applicable laws, rules and regulations. Consultant represents that it, its employees and subcontractors have all licenses, permits, qualifications and approvals of whatever nature that are legally required to perform the Services, and that such licenses and approvals shall be maintained throughout the term of this Agreement. City retains Consultant as an independent contractor and not as an employee. All additional personnel performing the Services shall also not be City employees and at all times shall be under the exclusive control and direction Of Consultant. Compensation for the Services shall be based on the actual amount of time spent in adequately performing the Services, and shall be billed at the rate(s) described in Consultant's Proposal, attached as Exhibit A. However, unless expressly agreed in writing in advance by the City, the cost to the City for the Services shall not exceed $5,000. Consultant shall provide proof of commercial general liability, automobile insurance, workers compensation and errors and omissions professional liability insurance appropriate to its profession to the City in amounts and with policies, endorsements and conditions required by the City for the Services, if any. Invoices shall be submitted to the City monthly as performance of the Services progresses. Consultant shall provide, at City's request, documentation of all charges contained in any invoice(s). City shall review and pay the approved charges on such invoices in a timely manner. Services on the Project are requested on a rush basis and shall be completed as soon as possible. The City may terminate this Letter of Agreement at any time with or without cause. If the City finds it necessary to terminate this Letter of Agreement without cause before Project completion, Consultant shall be paid in full for those Services completed to the City's satisfaction prior to the notification of termination. Consultant may terminate this Letter of Agreement for cause only, following a minimum of ten (10) days Letter of Agreement — Peter O'Toole December 14, 2015 Page 2 notice stating the basis for termination and providing an opportunity to cure. The Services to be performed by Consultant are intended solely for the benefit of the City. No person or entity not a signatory to this Letter of Agreement shall be entitled to rely on the Consultant's performance of its Services hereunder, and no right to assert a claim against the Consultant by assignment of indemnity rights or otherwise shall accrue to a third party as a result of this Letter of Agreement or the performance of the Consultant's Services hereunder. This Agreement may be amended only in writing signed by both parties, may not be assigned except with the City's prior consent, and shall be governed by the laws of the State of California. Venue for any dispute resolution shall be in Orange County, California. If you agree with the terms of this Letter of Agreement, please sign and return this agreement so that we may make the necessary arrangements for you to begin work. The enclosed copy of the agreement is for your records. If you have any questions regarding this Project, please contact Alma Flores, the City's representative for the Project at (714) 647- 5200. CITY OF SANTA ANA City Manager Date ATTEST `- Maria U. Huizsr l/ Clerk of Council Principal Peter O'Toole LLC Date APPROVED AS TO FORM istant City Attorney John M. Funk MEMORANDUM TO: Alma Flores FROM: Peter O'Toole DATE: December 10, 2015 RE: Scope of Work insert for Letter of Engagement: The Story of Santa Ana Peter O'Toole LLC will work with City officials and staff to develop a two -to -three page document that tells "The Story of Santa Ana"— a colorful profile that showcases the City's past highs and lows, its present as California's (and the U.S.'s) economic "comeback kid ", and future as a continued launch pad for immigrants, a thriving government center, the heart of Orange County and a model for U.S. government performance and accountability. O'Toole will also align with Holland & Knight's Santa Ana team to ensure the document's alignment with the City's federal priorities. Cost: $3,500, based on approximately two days (16 hours) work at $218.75/hr, a rate discounted from the LLC's standard rate of $350/hr ($400 for litigation). This includes the necessary rounds of comments, edits and rewriting. EXHIBIT A 2197095 Peter OToole LLC Certificate of Insurance (page 1 of 1) 121152015 02:55:19 PM CERTIFICATE OF LIABILITY INSURANCE 1°"12`1&2015 12/152015 CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED IMPORTAMr. If the Certificate homer Is an ADDITIONAL INSURED, the pollaytles) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions 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 endomemsntfs). NUTMEG INSURANCE AGENCY INCIPHS 8711 University Drive East Charlotte, NC 20813 INSURED Peter OToole LLC 3314 R Street NW Washington, OC 20007 COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: 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 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. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR Im TYPE OF NBURANCE DDL CUB PWCY NUMB P B%P LIMITIk GENERAL LIABILITY EACH OCCURRENCE S 1,000,ODD ✓ COMMERCIAL GENERAL LIABILITY CLAIMS4ME 7OCCUR PREMI E Ea ac E e S 1.000,ODD MED EXP aM Pawn) S 10,000 PERSONAL a ADV INJURY $ 1.000,000 A 48 SOU UP31M 19152015 12(13018 OENERALAGGREGATE S 2,000,000 GE PRODUCTS $ 2.000.000 _N% 7 maT LOC S AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT (Ea acd0em) $ ANY AUTO BODILY INJURY (Pa pawn) S ALLOWNEDAUTOS BODILY INJURY (Per aoddene S SCHEDULE0AUr08 HIREDAUTOS PROPERTY DAMAGE (PeraedEalt) S $ NON- OWNEDAUTOS $ UMBRELLA LIAR OCCUR EACHOCCURRENCE $ AGGREGATE $ EXCESS LIAB CLAIMSMADE DEDUCTIBLE $ RETENTION WORKERS COMPENSATION I WCS OTIT PR- ANDEMPLOYFAB'LIABILITY YIN MY PROPRIETORIPARTNERIE)ECUTIVE E.L. EACH ACCIDENT $ OFFICERa1EMBER EXCLUDED? NIA E.L. DIBFJ�SE -EA EMPLOYE 3 (M-Mm In me if dasrAba under DESCRIPTION OF PE TIONS below E.L. 0ISEASE- POLICY LIMIT S DES CWPTWNOFOPERATIONBILOCATIONSIVEHMLES IAttaeh ACORD1o1,AddaenMPw rIm Saa M,Nmmeepmislpulnd) CERTIFICATE HOLDER CANCELLATION Insured's Copy SHOULD ANY OF THE ABOVE DESCRIBEO POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORRED REPRESENTATIVE A ®1988- 2014ACORD CORPORATION. All rights reserved. ACORD 26 (2014101) The ACORD name and logo are registered marks of ACORD Mitre- Ramirez, Norma From: Funk, John Sent: Wednesday, December 16, 2015 4:59 PM To: Garcia, Jorge (CMO) Cc: Mitre - Ramirez, Norma Subject: RE: Side Letter Agreement Template (see attached) Jorge and Norma, Thanks for your e-mail. Under the circumstances of this particular engagement, we can proceed with the insurance coverage provided by the consultant as -is, without the need for workers' compensation or business automobile coverage. If you need anything else, certainly let me know. - -John From: Garcia, Jorge (CMO) Sent: Wednesday, December 16, 2015 4:53 PM To: Funk, John <JFunk @santa- ana.org> Cc: Mitre - Ramirez, Norma <NMitre- Ramirez @santa - ana.org> Subject: RE: Side Letter Agreement Template (see attached) John, I just spoke with Norma in the Clerk's office and she noted that all the insurance requirements were not listed on the insurance, i.e. work comp and auto, however based on the type of work we are doing, we will not be requiring that. This was an omission on my part. Rather than get everything signed again, Norma stated that all she needs is an email from you this is not necessary and she will process. Jorge E. Garcia From: Funk, John Sent: Monday, December 14, 2015 3:34 PM To: Garcia, Jorge (CMO) <0earcia10 @santa- ana.ora> Cc: Flores, Alma <AFlores@santa- ana.ore> Subject: RE: Side Letter Agreement Template (see attached) Hi Jorge —Yes, this agreement, as modified with the insertions, is ready to proceed to the consultant for his review. I know we had some prior discussion about waiving insurance requirements, but as an LLC, it is possible that Mr. O'Toole may have certain coverages. On this basis, I recommend that we at least inquire before electing to waive the insurance. If he does not maintain it, we can nevertheless proceed. Also, on the scope of work, I recommend using "cost" instead of "budget" in the last paragraph. If you or Alma need anything else, just let me know. - -John