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HomeMy WebLinkAboutSTIPKOVICH, ELISA (2)INSURANCE ON FILE WORK MAY PROCEED N-2019-204 UNTIL INSURANCE EXPIRES CL1ERK 0! CO CIUN L CONSULTING AGREEMENT DATE: OCT 1TIIS CCONSULTING AGREEMENT ("Agreement") is made and entered into this Q .COAL day of 6LIUv , 2019, by and between Elisa Stipkovich ("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 ("Client"). RECITALS A. Client and Consultant desire to create an independent contractor relationship in connection with the services that Consultant may perform for Client, as described below. B. In undertaking the performance of this Agreement, Consultant represents that she is knowledgeable in her 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 perform those services as set forth in Exhibit A attached to this Agreement and incorporated herein by reference. 2. COMPENSATION a. As full consideration for all services to be rendered by Consultant pursuant this Agreement, Client shall pay Consultant one -hundred and fifty dollars ($150.00) per hour of service. Consultant expressly acknowledges that she shall receive no other compensation for services rendered pursuant to this Agreement, and specifically acknowledges that she shall not receive medical, life or other insurance, vacation, sick days or holiday benefits, or any other benefits. In connection with payment of Compensation hereunder, Client shall provide both Consultant and the IRS with IRS form 1099. The total sum to be expended under this Agreement shall not exceed twenty-five thousand dollars ($25,000,00) during the term of this Agreement. b. Consultant shall be reasonably reimbursed by Client for extraordinary costs and expenses incurred in connection with the performance of her duties under this Agreement. The parties expressly acknowledge and agree that Compensation as defined above does not encompass reimbursement for extraordinary costs and expenses, such as travel, parking, overnight delivery, photocopying, postage, entertaining others on behalf of Client, etc. Costs of travel using Consultant's personal car shall be reimbursed at the IRS rate, and all other extraordinary costs and expenses shall be reimbursed at actual cost. As used herein, the term "travel" 1 specifically excludes commuting to/from Client's offices, and therefore shall not be reimbursable. Client shall not be obligated to reimburse Consultant for extraordinary costs and expenses greater than $50.00 per occurrence, unless Client shall have specifically agreed in advance, prior to the time such extraordinary costs and expenses are incurred, to reimburse Consultant for same. C. Payment by Client shall be made within forty-five (45) days following receipt of proper invoice evidencing work performed, subject to Client 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 Client. 3. TERM This Agreement shall be effective as of the date first written above, and shall continue for two (2) years, unless terminated earlier as provided in section 14 below. The City shall also have the discretion to exercise two (2) one-year extensions upon a writing executed by the City Manager and City Attorney. Thereafter, the term of this Agreement may be further extended upon a writing executed by the City Manager and City Attorney. 4. RESPONSIBILITIES OF THE PARTIES a. Consultant shall determine the method, details, and means of performing the services described herein. b. Consultant agrees to accept exclusive liability for the payment of payroll taxes, self-employment taxes, and social security and other contributions that are based on the Compensation paid to Consultant hereunder or on the wages, salaries, or other remuneration paid to Consultant, if any. Consultant further promises and agrees to reimburse and to defend and hold harmless Client for any such taxes or contributions that Client may be compelled to pay. C. Consultant shall supply at her own expense all office space, office supplies, and all other tools and instrumentalities required to perform services under this Agreement. d. The parties agree, and Client expressly acknowledges, that Consultant may select Consultant's own specific time or period of time to perform the services set forth in this Agreement, and that Consultant may perform services under this Agreement at Client's facilities during hours that Client is not open to the general public for business. Client expressly acknowledges that Consultant may refuse to perform services under this Agreement for any time or period of time, even if so requested to perform such services by Client. C. The parties agree that Consultant shall be subject to no restraint in performing Consultant's contractual services, other than federal, state and local laws. F Consultant shall act in a manner that will not detrimentally affect the operation or reputation of Client at any time in which Consultant is performing services pursuant to this Agreement. The parties agree, and Consultant expressly acknowledges, that Client will not provide Consultant with any training whatsoever as to the methods or techniques to be used by Consultant in performing the services contemplated hereunder. 5. INDEPENDENT CONTRACTOR Consultant acknowledges that the services rendered pursuant to this Agreement are for a specified price for a specified result and that Consultant is under the control of Client as to the result of the Scope of Work only, and not as to the means by which such result is accomplished. As such, Consultant acknowledges that she is an independent contractor within the meaning of California law and accepts the legal consequences of such status. Consultant acknowledges that these consequences include, but are not limited to, the following: a. Client will not incur liability for gross negligent or fraudulent acts of Consultant solely on the basis of their relationship. b. Consultant is excluded from the benefits of state workers compensation insurance. Hence, to the extent desired by Consultant, adequate levels of medical and disability insurance coverage should be maintained by Consultant to provide benefits in the event that Consultant sustains injuries while performing services pursuant to this Agreement which are not the fault, or due to the negligence of, Client. C. Consultant is excluded from receiving state unemployment and disability insurance benefits. d. Client shall not deduct from the Compensation of Consultant any amount for: (1) federal or state income tax withholding; (2) the "employees' portion" under the Federal Insurance Contribution Act (FICA); or, (3) "employee contributions" to any state disability funds; nor is Client required to make payments on Consultant's behalf for the "employer's portion" under FICA or under the Federal Unemployment Tax Act. Consultant acknowledges that Consultant is self-employed and that Consultant's earnings are self-employment earnings and, as such, are subject to self-employment tax. e. Consultant is excluded from state and federal labor laws that regulate the payment of wages, including, but not limited to, minimum wage and overtime provisions promulgated by state agencies and/or the regulations promulgated by the Department of Labor pursuant to the Fair Labor Standards Act. 3 6. NO LIMITATIONS ON OUTSIDE ACTIVITIES The parties agree, and Client expressly acknowledges, that Consultant is free to offer professional advisory services to any other corporation, person or entity, whether engaged in the same business as Client or not. This Agreement is only intended to create an exclusive contractual relationship between Consultant and Client for the purpose of negotiations with Caribou Industries, Inc. Client expressly acknowledges that Consultant is free to engage in any other business or employment during the term of this Agreement so long as Consultant provides the services contemplated hereunder in a timely manner. 7. OWNERSHIP OF MATERIALS This Agreement creates a non-exclusive and perpetual license for Client to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under this Agreement ("Documents & Data"). Consultant shall require all subcontractors to agree in writing that Client is granted a non- exclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all Documents & Data. Consultant makes no such representation and warranty in regard to Documents & Data which were provided to Consultant by the Client. Client shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at Client's sole risk. 8. INDEMNIFICATION Client agrees to indemnify, hold harmless and defend Consultant from and against any and all claims, causes of action, suits, legal or administrative proceedings, and any resulting damages, losses, penalties, fines or liabilities, including reasonable attorney fees and litigation costs, to the extent to have resulted from Client's negligence. Consultant agrees to indemnify, hold harmless and defend Client from and against any and all claims, causes of action, suits, legal or administrative proceedings, and any resulting damages, losses, penalties, fines or liabilities, including reasonable attorney fees and litigation costs, to the extent to have resulted from Consultant's negligence. 9. CONFIDENTIALITY All reports, documents and materials prepared by Consultant or provided to Consultant in the course of Consultant's performance of services hereunder shall be considered Confidential Information, and shall be the exclusive property of Client. Confidential Information may not be shared with or divulged to others by Consultant without the permission of Client. Consultant shall treat all Confidential Information with at least the same degree of care Consultant accords Consultant's own secret, proprietary information. rd 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 of law; or, (e) is independently developed by the Consultant without reference to information disclosed by the Client. 10. 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. 11. 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 fax or other telegraphic communication in the manner provided in this Section, to the following persons: To Client: Clerk of the City Council City of Santa Ana 20 Civic Center Plaza (M-30) P.O. Box 1988 Santa Ana, CA 92702-1988 Fax 714- 647-6956 With courtesy copies to: and Executive Director — CDA City of Santa Ana 20 Civic Center Plaza (M-25) P.O. Box 1988 Santa Ana, CA 92702 Fax 714-647-6515 City Attorney City of Santa Ana 20 Civic Center Plaza (M-29) P.O. Box 1988 Santa Ana, CA 92702 Fax 714- 647-6515 5 To Consultant: Elisa Stipkovich 500 High Drive Laguna Beach, CA 92651 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 fax, 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 piuposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded. 12. ENTIRE AGREEMENT This Agreement constitutes the entire Agreement between the parties respecting the rendering of services by Consultant to Client, and there are no representations, warranties or commitments, except as set forth herein. Only an instrument in writing executed by the parties may amend this Agreement. 13. ASSIGNMENT The rights and obligations of Client under this Agreement shall inure to the benefit of and shall be binding upon the successors and assigns of Client. The rights and obligations of Consultant are personal in nature and may not be assigned without Client's prior written consent. 14. TERMINATION Client and consultant may terminate this Agreement upon twenty-four (24) hours written notice. The parties agree that, other than the contractual payments and obligations specifically set forth in this Agreement, as well as those requirements set forth in section 15 below, neither party shall have any obligation or duty as to the other party following the termination or expiration of this Agreement or any renewals thereof. 15. COOPERATION WITH CLIENT AFTER TERMINATION OF AGREEMENT Following any notice of termination of this Agreement given pursuant to Section 14 above, or the expiration of this Agreement pursuant to Section 2 above, and at the request of Client, Consultant shall fully cooperate with Client in all matters relating to the winding up of Consultant's pending work on behalf of Client and the orderly transfer of any such pending work to such other persons as may be designated by Client prior to termination. Client shall compensate Consultant for time spent in winding up and transferring pending work at the same rate and under the same terms of this Agreement as if it had not been tenninated. j 16. 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. 17. GOVERNING LAW This Agreement, including all matters of construction, validity, effect, performance, and remedies, shall in all respects be governed by and construed and enforced in accordance with the laws of the state of California, as if applied to contracts executed in such state by residents thereof and to be performed entirely in such state, and without reference to rules governing conflicts of law. 18. SECTION HEADINGS Section and other headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. 19. COUNTERPARTS This Agreement may be executed in counterparts, each of which shall be deemed to be an original. (Signature Page Follows) IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: rDpr DAISY GOMEZ,1/i- APPROVED AS TO FORM: SONIA R. CARVALHO City Attorp" By: ' [(, RYAN O Assistant RECOMMENDED FOR APPROVAL: STEVEN A. MENDOZA Executive Director Community Development Agency [: CITYY OF SANTA ANA s KRISTINE RIDCS City Manager CONSULTAN r ELISA ST PKO H Tax ID#1�1-A-3 - 0 / �IS EXHIBIT A SCOPE OF SERVICES Scope of Work YMCA DDA Consultant will: 1) On behalf of City of Santa Ana, conduct lead negotiations during the preparation of the Disposition and Development Agreement (DDA) for the redevelopment of the former YMCA Building. 2) Coordinate the preparation of a Disposition and Development Agreement (DDA) with City's Attorneys, Community Development Agency, Planning and Building Agency, Public Works Agency and other City Departments in accordance with the terms of the DDA. 3) On behalf of City of Santa Ana, conduct lead negotiations for the proposed project scope as defined in the DDA and coordinate the entitlement process and CEQA clearance with the Planning Department; 4) Conducts or participates in negotiations for the disposition of land, easements and rights -of -way and interacts with the developer and city staff in negotiating final terms of the DDA; 7) Upon approval of the DDA, provide oversight as needed during the implementation of the DDA; 8) May be required to attend City Council and/ or Council Committee meetings to present information. AC-4;�;i'' CERTIFICATE OF LIABILITY INSURANCE � DATE(MM/DD/YYYY) 1 nm9nnl G THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS 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 REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(les) must be endorsed. If SUBROGATIONIS 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 hostler in lieu of such endorsement(s). PRODUCER CONTACT NUTMEG INS AGENCY INCIPHS 78210781 The Hartford Business Service Center NAME, PHONE (888) 925-3137 INC, No, Eaq: FAX (888) 443-6112 (Arc, No): 3600 Wiseman Blvd E-MAIL San Antonio, TX 78265 ADDRESS: INSURER(S) AFFORDING COVERAGE NAICX INSURED INSURERA: Sentinel Insurance Company Ltd. 11000 ELISA STIPKOVICH INSURER B: 500 HIGH DR INSURERC: LAGUNA BEACH CA 92651-1525 INSURER D: INSURER E: INSURER F I 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 INOICATED.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. INSF TYPE OF INSURANCE ADDL S BR POLICY NUMBER POOCYEFF POLICY EXP LIMITS COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $1,000,000 CLAIMS-MADE[flOCCUR General Liability ty X DAMAGE TO RENLED PREMISES a er rcel $1,000,000 MED EXP (Any meperean) $10,000 A X 76 SBU BC5868 08/14/2019 08/1412020 I PERSONALAADVINJURY $1.000,000 GENL AGGREGATE UNIT APPLIES PER: GENERAL AGGREGATE $2.000,000 POLICY ❑ PRO- E] LOC JECT PRODUCTS-COMP/OPAGG $2,000,000 OTHER: AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT fFeamiftall $1,000,000 ANY AUTO BODILY INJURY (Par Parson) A ALL OWNED SCHEDULED AUTOS AUTOS 76 SBU BC5868 08/14/201g 08/1412020 60DILY INJURY(Perac dent) X HIRED NON-0yVNEO AUTOS X AUTOS PROPERTY DAMAGE (Per accident) UMBRELLA UAB OCCUR EACH OCCURRENCE EXCESS UAB CLAIMS. MADE AGGREGATE RETENTION $ WORKERS COMPENSATION PER OTH- AND EMPLOYERS' LIABILITY TATUTE I ER E.L EACH ACCIDENT ANY YIN PROPRIETOR/PARTNEWEXECUTIVE OFFICER/MEMBER EXCLUDED? NIA EL DISEASE -EA EMPLOYEE (Mandatory In NH) 11 yea, desalbe under E L DISEASE -POLICY LIMIT DESCRIPTION OF OPERATIONS A IDATA BREACH - BUS INC & EX 76 SBU BC5868 08114/2019 08/14/2020 Limit$10,000 EX DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101, Additional Rwaft w.dule, may be ahachad Wrnme space H required) Those usual to the Insured's Operations. CITY OF SANTA ANA is an additional insured per the Business Liability Coverage Form SS0008 attached to this policy. UIIY UI-SAN IA ANA By Risk MANAGEMENT DivisioN SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED 20 CIVIC CENTER PLZ BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED SANTA ANA CA 92701-4058 IN ACCORDANCE WITH THE POLICY PROVISIONS. T03 2019 AUTHORED REPRESENTATIVE weana- Ctrafizi c� no 1nAA.90d5 ACrTRD cnlxanwerinu eu .L.ta�.m�e..,va ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD THE At HARTFORD Select Customer Insurance Center 3600 WISEMAN BLVD. SAN ANTONIO TX 78251 Policyholder, please callusat: (877) 287-1316 Agent, please callus at: (888) 925-3137 INSURANCE ENDORSEMENT ATTACHED *** PLEASE REVIEW THE CHANGE *** Enclosed is an endorsement for your business insurance policy. Please review it at your convenience. If you have questions or need to make further changes: Policyholder, please callus at: (877) 287-1316 Agent, please callus at: (888) 925-3137 between 7 A.M. and 7 P.M. CST. The premium billing will be mailed to you separately. You can expect to receive it soon. Thank you for allowing us to service your business needs. NUTMEG INS AGENCY INC/PHS THE HARTFORD SELECT CUSTOMER INSURANCE CENTER REVIEWED & APPROVED By Risk MAnAgEylENT Division J �1NT 3 20� FRANCINE R. VILLAREAL The Hartford Hartford Fire Insurance Company and its Affiliates One Hartford Plaza, Hartford, Connecticut 06155 �i THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. POLICY CHANGE This endorsement changes the policy effective on the Inception Date of the policy unless another date is indicated below: Policy Number: 76 SBU BC5868 DW Named Insured and Mailing Address; ELISA STIPKOVICH 500 HIGH DR LAGUNA BEACH CA 92651 Policy Change Effective Date: 10/02/19 Effective hour is the same as stated in the Declarations Page of the Policy. Policy Change Number: 001 Agent Name: NUTMEG INS AGENCY INC/PHS Code: 210781 POLICY CHANGES: SENTINEL INSURANCE COMPANY, LIMITED ANY CHANGES IN YOUR PREMIUM WILL BE REFLECTED IN YOUR NEXT BILLING STATEMENT.IF YOU ARE ENROLLED IN REPETITIVE EFT DRAWS FROM YOUR BANK ACCOUNT, CHANGES IN PREMIUM WILL CHANGE FUTURE DRAW AMOUNTS. THIS IS NOT A BILL. NO PREMIUM DUE AS OF POLICY CHANGE EFFECTIVE DATE BUSINESS LIABILITY OPTIONAL COVERAGES ARE REVISED ADDITIONAL INSURED(S) ARE ADDED THE FOLLOWING ARE ADDITIONAL INSURED FOR BUSINESS LIABILITY COVERAGE IN THIS POLICY. LOCATION 001 BUILDING 001 PERSON/ORGANIZATION: SEE FORM IH 12 00 FORM NUMBERS OF ENDORSEMENTS ADDED AT ENDORSEMENT ISSUE: PRO RATA FACTOR: 1.000 THIS ENDORSEMENT DOES NOT CHANGE THE POLICY EXCEPT AS SHOWN. RgEVIEWM D & APPROVED iVisoD RiskForm SS 12 11 04 05 T Page 001 (CONTINUED ON NEXT PAGE) Process Date: 10/02/19*FRAN'Cl 6EAVILLAREAL 19 Policy Effective Date: 08/14/19 Policy Expiration Date: 08/14/20 POLICY CHANGE (Continued) Policy Number: 76 SBU 9c5868 Policy Change Number: 001 IH12001185 ADDITIONAL INSURED - PERSON -ORGANIZATION REVIEWED & APPROVED By Risk MANAGEMENT DIVISION Form SS 12 1104 05 T T 03 2 19 ) Page 002 Process Date: 10/02/19 FRANCINE R. VILLAREAL Policy Effective Date: 08/14/19 Policy Expiration Date: 08/14/20 POLICY NUMBER: 76 SBU 13C5868 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - PERSON -ORGANIZATION CITY OF SANTA ANA 20 CIVIC CENTER PLZ SANTA ANA, CA 92701-4058 REVIEWED & APPROVED By Risk MANAC{EMENT DIVISION 0 T 0 3 2019 M F ANCINE R. VILLAREAL Form IH 12 00 11 85 T SEQ. NO. 001 Printed in U.S.A. Page 001 Process Date: 10 / 02 / 19 Expiration Date: 0 8 / 14 / 2 0 THE HARTFORD BUSINESS SERVICE CENTER THE 3600 WISEMAN BLVD HARTFORD SAN ANTONIO TX 78251 CITY OF SANTA ANA 20 CIVIC CENTER PI 7 SANTA ANA CA 92701-4058 Account Information: Policy Holder Details : IELISA STIPKOVICH October 2, 2019 vQ Contact Us Business Service Center Business Hours: Monday - Friday (7AM - 7PM Central Standard Time) Phone: (888) 925-3137 Fax: (888) 443-6112 Email: agency.servicesCcbthehartford.com Website: httos://business.thehartford.com Enclosed please find a Certificate Of Insurance for the above referenced Policyholder. Please contact us if you have any questions or concerns. Sincerely, Your Hartford Service Team REVIEWED & APPROVED By Risk MANAGFMENT DhdsiON OC 0 3 2019 FRANCINE R. VILLAREAL WLTRO05