HomeMy WebLinkAboutIRVINE UNIFIED SCHOOL DISTRICTCity of Santa Ana
rat Clerk of the Council
AGREEMENT TERMINATION FORM
Please complete this form in its entirety when the attached agreement and all
amendments (if any) are no longer in effect. Q:
Note: If your agreement is grant related, please ensure that all grant retention requirements
have been satisfied prior to signing the termination form. CITY OF SA Ed TA A N A
Is the agreement(s)apermanent record? Yes _ No GL_ERiK OF COUNCIL
Return form to the Clerk of the Council Office (M-30).
Call 647-1520 if you have any questions.
The agreement with
No. N-2019-039 was completed on
(List all amendments. Use space below N needed.)
Revised: 10-18-16
Use Only
1 1716 and final payment has been made.
Department: PzcSA
Phone/Ext.: 14'R1q
Signature: ALI
Date:
0
FEB 2 6 2019
INDEPENDENT CONTRACTOR AGREEMENT
This AGREEMENT is hereby entered into this 12 day of February, 2019 between the Irvine
Unified School District (Woodbridge High School), hereinafter referred to as "DISTRICT," and
City of Santa Ana, PO Box 1964 M 13, Santa Ana, CA 92702, hereinafter referred to as
"CONTRACTOR."
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, DISTRICT is in need of such special services and advice; and
WHEREAS, CONIRACTOR 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 Contractor. CONTRACTOR shall provide a total of six
(6) presentations on Evolution and Adaptation; four (4) presentations are scheduled for February
26, 2019 and two (2) presentations are scheduled for February 27, 2019, hereinafter referred to as
"Services".
2. Term. CONTRACTOR shall commence providing Services under this
AGREEMENT on February 26, 2019 and February 27, 2019.
3. Compensation. DISTRICT agrees to pay the CONTRACTOR for Services
satisfactorily rendered pursuant to this AGREEMENT a total fee not to exceed Six Hundred Sixty
Dollars ($660.00). DISTRICT shall pay CONTRACTOR within thirty (30) days of receipt of
CONSULTANT's invoice detailing the services rendered.
4. Expenses. DISTRICT shall not be liable to CONTRACTOR for any costs or
expenses paid or incurred by CONTRACTOR in performing Services for DISTRICT.
5. Independent Contractor. CONTRACTOR, in the performance of the Services
pursuant to this AGREEMENT, shall be and act as an independent contractor. CONTRACTOR
understands and agrees that it and all of its 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 Workers' Compensation.
CONTRACTOR assumes the full responsibility for the acts and/or omissions of its employees of-
agents
ragents as they relate to the Services to be provided under this AGREEMENT. CONTRACTOR
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
CONTRACTOR's employees.
Irvine Unified School District { Rev. 62018
Independent Contractor Agreement
6. Materials. CONTRACTOR shall furnish, at its own expense, all labor, materials,
equipment, supplies and other items necessary to complete the Services to be provided pursuant to
this AGREEMENT. CONTRACTOR's Services will be performed in accordance with generally
and currently accepted principles and practices of its profession.
7. Originality of Services/Intellectual Property. CONTRACTOR agrees that all ideas,
technologies, formulae, procedures, processes and methods prepared for and submitted by
CONTRACTOR to the DISTRICT in connection with the Services set forth in this AGREEMENT,
shall be wholly original to CONTRACTOR and shall not be copied in whole or in part from any
other source, except that submitted to CONTRACTOR by DISTRICT as a basis for such Services.
S. Termination. DISTRICT may, at any time, with or without reason, terminate this
AGREEMENT and compensate CONTRACTOR only for Services satisfactorily rendered to the
date of termination. Written notice by DISTRICT shall be sufficient to stop further performance
of Services by CONTRACTOR. Notice shall be deemed given when received by the
CONTRACTOR or no later than three (3) days after the day of mailing, whichever is sooner.
DISTRICT may terminate this AGREEMENT upon giving of written notice of intention
to terminate for cause. Cause shall include: (a) material violation of this AGREEMENT by the
CONTRACTOR; or (b) any act by CONTRACTOR exposing the DISTRICT to liability to others
for personal injury or property damage; or (c) CONTRACTOR is adjudged a bankrupt,
CONTRACTOR makes a general assignment for the benefit of creditors or a receiver is appointed
on account of CONTRACTOR'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 of the 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 to secure the required Services from another contractor
exceeds the cost of providing the Services pursuant to this AGREEMENT, the excess cost shall
be charged to and collected from the CONTRACTOR. The foregoing provisions are in addition
to and not a limitation of any other rights or remedies available to DISTRICT. Written notice by
DISTRICT shall be deemed given when received by the CONTRACTOR, or no later than three
(3) days after the day of mailing, whichever is sooner.
9. Hold Harmless. CONTRACTOR agrees to and does hereby indemnify, hold
harmless and defend the DISTRICT and its governing board, officers, employees and agents from
every claim or demand made and every liability, loss, damage or expense, of any nature
whatsoever, which may be incurred by reason of:
(a) Liability for damages for: (1) death or bodily injury to person; (2) injury to,
loss or theft of property; or (3) any other loss, damage or expense arising out of (1) or (2)
above, sustained by the CONTRACTOR or any person, firm or corporation employed by
the CONTRACTOR, either directly or by independent contract, upon or in connection with
the Services called for in this AGREEMENT, however caused, except for liability for
damages referred to above which result from the sole negligence or willful misconduct of
the DISTRICT or its officers, employees or agents.
Irvine Unified School District ` Rev. 62018
Independent Contractor Agreement
(b) Any injury to or death of any person(s), including the DISTRICT's officers,
employees and agents, or damage to or loss of any property caused by any act, neglect,
default, or omission of the CONTRACTOR, or any person, firm or corporation employed
by the CONTRACTOR, either directly or by independent contract, arising out of, or in any
way connected with, the Services covered by this AGREEMENT, whether said injury or
damage occurs either on or off DISTRICT's property, except for liability for damages
which result from the sole negligence or willful misconduct of the DISTRICT or its
officers, employees or agents.
(c) Any liability for damages which may arise from the furnishing or use of any
copyrighted or uncopyrighted matter or patented or unpatented invention under this
AGREEMENT.
10. Insurance. CONTRACTOR shall insure CONTRACTOR's activities in connection
with the Services under this AGREEMENT and agrees to carry insurance to ensure
CONTRACTOR's ability to adhere to the indemnification requirements under this
AGREEMENT.
10.1 CONTRACTOR shall, at CONTRACTOR's sole cost and expense,
maintain in full force and effect the following insurance coverages from a
California licensed insurer with an A, VIII, or better rating from A,M. Best
or an approved self-insurance program, sufficient to cover any claims,
damages, liabilities, costs and expenses (including attorney fees)arising out
of or in connection with CONTRACTOR's fulfillment of the obligations
under this AGREEMENT:
a. Comprehensive or Commercial General Liability Insurance,
including bodily injury, property damage and contractual liability with
minimum limits set by the DISTRICT.
(1) General Aggregate
$2,000,000
(2) Each Occurrence
$1,000,000
(3) Products/Completed Operations
$1,000,000
(4) Personal and Advertising Injury
$1,000,000
(5) Damage to Rented Premises
$50,000
(6) Medical Expense (any one person)
$5,000
The policy may not contain an exclusion for coverage of claims
arising from claims for sexual molestation or abuse. This policy shall
include or be endorsed to include abuse and molestation coverage of at least
$1,000,000 for each occurrence.
b. Umbrella (excess) liability insurance coverage with a limit of
$3,000,000, unless waived by the DISTRICT. The policy may not contain
an exclusion for sexual molestation or abuse coverage.
C. Business Automobile Liability Insurance for owned, scheduled,
non -owned, or hired automobiles with a combined single limit not less than
Irvine Unified School District ' Rev. 6/2018
Independent Contractor Agreement
$1,000,000 per occurrence. (Required only if the CONTRACTOR drives
on behalf of the DISTRICT in the course of performing Services.)
d. Professional Liability Insurance with a limit of $1,000,000 per
occurrence, unless waived by the DISTRICT.
e. Workers' Compensation and Employers Liability Insurance in a
form and amount covering CONTRACTOR's full liability under the
California Workers' Compensation Insurance and Safety Act and in
accordance with applicable state and federal laws. The policy shall be
endorsed with the insurer's waiver of rights of subrogation against the
DISTRICT.
It should be expressly understood, however, that the coverage and limits
referred to under a., b., c., and d. above shall not in anyway limit the liability
of the CONTRACTOR.
10.2 No later than ten (10) days from execution of this AGREEMENT by the
DISTRICT and CONTRACTOR, and prior to commencing the Services
under this AGREEMENT, CONTRACTOR shall provide DISTRICT with
certificates of insurance evidencing all coverages and endorsements
required hereunder.
CONTRACTOR shall provide prior written notice to the DISTRICT thirty
(30) days in advance of any non -renewal, cancellation, or modification of
the required insurance. The certificates of insurance providing the
coverages referred to in clauses (a) and (b) above shall name DISTRICT,
its Governing Board, officers, and employees, as additional insureds with
appropriate endorsements. In addition, the certificates of insurance shall
include a provision stating "Such insurance as is afforded by this policy
shall be primary, and any insurance carried by DISTRICT shall be excess
and noncontributory." Failure to maintain the above mentioned insurance
coverages shall be cause for termination of this AGREEMENT.
11. Assignment. The obligations of the CONTRACTOR pursuant to this
AGREEMENT shall not be assigned by the CONTRACTOR.
12. Compliance With ARplicable Laws. The Services completed herein must meet the
approval of the DISTRICT and shall be subject to the DISTRICT's general right of inspection to
secure the satisfactory completion thereof. CONTRACTOR 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 CONTRACTOR, CONTRACTOR's business, the Services, equipment and
personnel engaged in Services covered by this AGREEMENT or accruing out of the performance
of such Services.
12.1 Fingerprinting.. Education Code section 45125.1 requires that employees of
a Contractor providing certain services to school districts must be
fingerprinted by the California Department of Justice for a criminal records
Irvine Unified School District `' Rev. 62018
Independent Contractor Agreement
check, unless the District determines that the Contractor and/or Contractor's
employees will have limited or no contact with District's students. In
making this determination, the District will consider the totality of the
circumstances. If the District has determined that fingerprinting is required,
whether or not the Services are one of those listed in Section 45125.1, the
Contractor expressly agrees that Contractor and all of Contractor's current
and subsequent employees will submit or have submitted fingerprints in a
manner required by the California Department of Justice, as set forth in
Education Code section 45125.1. Contractor and/or Contractor's current
and subsequent employees shall not come in contact with students until the
Department of Justice has ascertained that the Contractor and/or
Contractor's employees have not been convicted of a serious or violent
felony. Contractor shall certify in writing to the District that none of its
employees who may come in contact with students have been convicted of
a serious or violent felony; and shall provide to the District a list of names
of its employees who may come in contact with students. Contractor shall
fulfill these requirements at its own expense. The District may require the
Contractor and its current and subsequent employees to submit to additional
criminal records checks at the District's sole and absolute discretion.
The Services and scope of work defined in this Agreement
will ❑
will not
require the CONTRACTOR to submit to fingerprinting.
CONTRACTOR's Initials:
13. Permits/Licenses. CONTRACTOR and all CONTRACTOR's employees or agents
shall secure and maintain in force such permits and licenses as are required by law in connection
with the furnishing of Services pursuant to this AGREEMENT.
14. Employment With Public Agency. CONTRACTOR, if an employee of another
public agency, agrees that CONTRACTOR 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.
15. 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.
This AGREEMENT incorporates by this reference, any exhibits, which are attached hereto and
incorporated herein.
16. Nondiscrimination. CONTRACTOR agrees that it will not engage in unlawful
discrimination in employment of persons because of race, ethnicity, religion, nationality,
disability, gender, sex, marital status, age, or other characteristics protected by federal or state laws
of such persons.
Irvine Unified School District Rev. 6/2018
Independent Contractor Agreement
17. Non Waiver. The failure of DISTRICT or CONTRACTOR 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.
18. Notice. 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) by 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: Contractor:
Irvine Unified School District City of Santa Ana
5050 Barranca Parkway PO Box 1988,M-31
Irvine, CA 92604 Santa Ana, CA 92702
Attn: Asst. Superintendent, Business Services Attn: City Manager
19. 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.
20. Attorney Fees/Costs. Should litigation be necessary to enforce any terms or
provisions of this AGREEMENT, then each party shall bear its own litigation and collection
expenses, witness fees, court costs, and attorneys' fees
21. Headings. The headings contained in this AGREEMENT are provided exclusively
for reference and the convenience of the Parties. No legal significance of any type shall be attached
to the headings.
22. Counteroarts. This AGREEMENT may be signed and delivered in two (2)
counterparts, each of which, when so signed and delivered, shall be an original, but such
counterparts together shall constitute the one instrument that is the AGREEMENT, and the
AGREEMENT shall not be binding on any party until all Parties have signed it.
23. Authorized Signatures. The individual signing this AGREEMENT warrants that
he/she is authorized to do so. The Parties understand and agree that a breach of this warranty shall
constitute a breach of the AGREEMENT and shall entitle the non -breaching party to all
appropriate legal and equitable remedies against the breaching party.
24. GovemingLaw. The terms and conditions of this AGREEMENT shall begovemed
by the laws of the State of California with venue in Orange County, California. This
AGREEMENT is made in and shall be performed in Orange County, California.
25. Exhibits. This AGREEMENT incorporates by this reference, any exhibits, which
are attached hereto and incorporated herein, if applicable.
Irvine Unified School District ° Rev. 6/2018
Independent Contractor Agreement
This AGREEMENT is entered into this 12 day of February, 2019.
IRVINE UNI
By:
Title: Asst. ipeyi�ndent, Business Services
( i B nrd !a rizecf /USD rep. rvi!l sign fa /U.SDJ
J[ D Board Approved: Via P.O. btkai I A<pav-i"
CONTRACTOR
ATTEST
z9 Po
011, 4 W
MITRE,NORMA
Acting Clerk ofthe
Council
APPROVED AS TO FORM:
A-
ROSSINI
Senior Assistant City Attorney
CITY OF SANTA ANA
STEVEN MENDOZA
Acting City Manager
APPROVED AS TO C ENT:
O
LI UDLOFF
Exe live Director Parks, Recreation &
Community Services
Irvine Unified School District Rev. 612018
Independent Contractor Agreement
Santa -An
AT PRENTI(E PARK
October 1.4, 2018
Attn: Tracy Walla
Woodbridge High School
2 Meadowbrook
Irvine, CA 92604
Santa Ana Zoomobile Confirmation and Invoice
Please check the following information for accuracy.
Program details: Tuesday February 26, 2019
4 presentations: 10-11:05, 12:10-1:15, 1:20 (Tutorial), & 2:20-3:25
Wednesday February 27, 2019
2 Presentations: 10-11:05, & 12:10-1:15
Approximately 150 Students per presentation.
Notes:
Payment: A check payable to the City of Santa Ana for $660.00 is due on or before
presentation day. Mailed checks must be received before presentation day.
Attn: Terri in the Education Dept.
Santa Ana Zoo
1801 E. Chestnut Ave.
Santa Ana, CA 92701
Please also complete and mail/email the attached evaluation form to my attention, and help us
improve our programs.
Feel free to contact me with any questions or adjustments. I'm looking forward to the visit.
Sincerely, /
e/Pi1i1lt� cYx,-�'��
Terri Hernandez
Program Coordinator
Santa Ana Zoo
714-647-6562
Thernandez2@santa-ana.org
1801 East Chestnut Avenue Moyor
Santa Ana, California 92701 Miguel A. Pulldo
(714)647-6575 Mayor Pro Teal
www.sontounnzoo.org Michele Martinez
Counrilmembers Counalmembers alrMnnnger Cirydllorney
P. David Benevides Sal iinajaro Raul Godinez II Sonia R. Carvalho
Vicente Sarmiento Juan Villages Clerk ollbe Council
Jose Solaria Moria D. Holzer
MAYOR
Miguel A. Pulido
MAYOR PRO TEM
Michele Martinez
COUNCILMEMBERS
P. David Benavides
Vicente Sarmlento
Jose Solorlo
Sal Tinalero
Juan Villages
October 15, 2018
Turtle Rock Elementary
5151 Amalfi Drive
Irvine, CA 92603
CITY OF SANTA ANA
HUMAN RESOURCES DEPARTMENT
Steven V. Pham, JD, EMBA
Executive Director of Human Resources
20 Civic Center Plaza a P.O. Box 1988
Santa Ana, California 92702
wwsr aana.org
Re: City of Santa Ana Insurance Program
To Whom It May Concern:
CITY MANAGER
Raul Godlnez II
CITY ATTORNEY
Sonia R. Carvalho
CLERK OF THE COUNCIL
Marla D. Hulzar
The City of Santa Ana is a member of Big Independent Cities Excess Pool (BICEP). Current reinsurance and excess
municipal liability is insured from $1,000,000 to $27,000,000 and includes auto liability coverage. The City self -
insures and funds the first $1,000,000 of claim payments.
The City is permissively self-insured for workers' compensation and self -administers this program as well. The City,
through BICEP, purchases excess statutory coverage through the California State Association of Counties — Excess
Insurance Authority (CSAC-EIA) above $1,000,000. The City funds claim payments under $1,000,000.
The City is also a member of the Public Entity Property Insurance Program (PEPIP). At present, membership is over
6,400 entities. Current property insurance is $1B per occurrence for "All Risk" coverage and flood coverage is
$82,500,000 or $50,000,000 based on the flood zone where our insured property is located.
Should you have any questions concerning the City of Santa Ana's insurance program, please contact the Risk
Management Division at (714) 647-5470.
Dea f0tt-L WIStraC�`' f
ll
Interim Risk Manager �,�
o\
cc: Teresa Hernandez, Santa Ana Zoo, Program Coordinator0\ {0� G
SANTA ANA CITY COUNCIL
Miguel A. Pulldo Michele Martinez Vicente Stahl Jose Solodo P. David 9enavldee Juan Wages Sal TinaJero
Mayor Mayor Pro Tem, Word 2 Ward Word Ward Ward Ward
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