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HomeMy WebLinkAboutWHITE, MATTIE D. 6City of Santa Ana ` Clerk of the Council AGREEMENT TERMINATION FORM Please complete this form when the attached agreement and all amendments (if any) are no longer in effect. Return form to the Clerk of the Council Office (M-30). Call 647-6520 if you have any questions. The agreement with White, Mat tie COTC Office Use Only 8 P-1 No. A-2003-181 was completed on 6/30/04 and final payment has been made. (List all amendments. Use space below if needed.) Department: PRCSA Phone/Ext.: 5254 Signature: s > �R, � ck Date: Revised 08-23-10 E! • INSURANCE ON FILE !',OicK I,iAY PROCEED UN I IL INSURANCE EXPIRES CLERK OF COUNCIL DATE: to-9-o3 C' fts A-2003-181 CONSULTANT AGREEMENT THIS AGREEMENT, made and entered into this day of AnaAt 12003 by and betwee a sole proprietor (hereinafter "Consultant'), the City of Santa Ana, a charter city an municipal corporation organized and existing under the Constitution and laws of the State of California (hereinafter "City"). RECITALS A. The City desires to retain a consultant having special skill and knowledge in the field of preschool education. B. Consultant represents that Consultant is able and willing to provide such services to the City. C. In undertaking the performance of this Agreement, Consultant represents that it is knowledgeable in its 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: SCOPE OF SERVICES Consultant shall perform those services as set forth in Exhibit A to this Agreement. 2. COMPENSATION a. City agrees to pay, and Consultant agrees to accept as total payment for its services, the rates and charges identified in Exhibit A. The total sum to be expended under this Agreement, shall not exceed $13,000.00 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. 3. TERM This Agreement shall commence on the date first written above and terminate on June 30, 2004, unless terminated earlier in accordance with Section 12, below. The parties acknowledge that Consultant has provided services since July 1, 2003. The parties intend that those services be included within the Scope of Services of this Agreement. The tern of this Agreement may be extended upon a writing executed by the Executive Director of Parks, Recreation and Community Services 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, a joint 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, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 5. 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 of this 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 amount of $1,000,000 per occurrence. Upon execution of this Agreement, Consultant shall supply City with a fully executed additional insured endorsement in substantially the form attached hereto as Exhibit B, for approval by the City Attorney. b. 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 undertake self-insurance. Prior to commencing the 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. c. Reserved.. 2 d. 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. (ii) Certificates of insurance shall be furnished to the City upon execution of this Agreement and shall be approved in form by the City Attorney. (iii) 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. e. 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. INDEMNIFICATION Consultant agrees to and shall indemnify and hold harmless the City, its officers, agents, employees, consultants, special counsel, and representatives from liability: (1) 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 1 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 of this 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 understood 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 of law; 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 Council City of Santa Ana 20 Civic Center Plaza (M-30) P.O. Box 1988 Santa Ana, CA 92702-1988 telefacsimile (714) 647-6956 With courtesy copies to: Executive Director of Parks, Recreation and Community Services City of Santa Ana 20 Civic Center Plaza (M-23) P.O. Box 1988 Santa Ana, California 92702 telefacsimile (714) 571-4235 MI 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: Mattie D. White 3201 South Deegan Drive Santa Ana, California 92704 A party may change its address by giving notice in writing to the other party. Thereafter, any notice, tender, demand, delivery, or other communication 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 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 governed by and construed in accordance with 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 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 undersigned 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 if fully 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. ATTEST: Clerk of the Council APPROVED AS TO FORM: JOSEPH W.FLETCHER City Attorney BY� Laura Sheedy �� Assistant City Attorney FOR APPROVAL: JON "RIP" RIBBLE Executive Director of the Parks, Recreation and Community Services Agency CITY OF SANTA ANA a,4�aL� DAVID N. REAM City Manager CONSULTANT MATTIE D. WHITE Tax ID# 231-38-4756 EXHIBIT A I. SCOPE OF SERVICES A. Consultant shall conduct Tiny Tot classes for preschool children. Consultant shall include in her curriculum, instruction in learning the alphabet; learning to trace numbers and letters, writing practice, including, but not limited to writing names and making sentences; basic reading skills; identifying colors; arts and crafts projects and coloring sheets. B. Consultant shall work with City staff in setting a schedule for classes, including the location, days and hours when class will be held and holidays to be observed. C. Consultant shall provide and be responsible for equipment, records, personnel and clean up of the facilities and materials necessary to ensure the safety and effectiveness of instruction. II. CLASS SIZE — REGISTRATION A. The minimum number of participants is 10 children per class. The maximum number is 30. B. No registration shall be accepted after the second week of classes. C. In the event the minimum number of enrollees is not realized by the second week of classes, the class shall be canceled and Consultant will be under no obligation to provide services, and City will be under no obligation to pay Consultant compensation. III. FEES A. The fee to participants shall be $88.00 per month per enrollee, except participants shall pay $67.00 per month per enrollee for the months of December and June. No refunds shall be made to participants unless the class is cancelled as set forth in Section II.C, above. B. City shall register and collect fees from each participant in the class during the period of registration. City shall pay Consultant seventy percent (70%) of the total fees collected each month. City shall retain thirty percent (30%) of the fees collected as an administrative fee. C. City shall be entitled to audit Consultant's records to ensure compliance with this Agreement. 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 F; relating to the following: 1. 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 of liability. 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 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 Ex#xelr A `' ADDITIONAL INSURED ENDORSEMENT Insurance Company SCOTTSDALE INSURANCE COMPANY This endorsement modifies such insurance as is afforded by the provisions of Policy # CLS0835777 relating to the following: 1. 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 of liability. 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 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 12-28-02 , this endorsement form as a part of Policy # CLS0835777 Issuedto MATTIE. D. WHITE DBA: TINY TOT PRESCHOOL Named Insured Countersigned by Authorized Representative APPROVED AS TO FORM , ra &Sheedy ;},,poly City Attorney CERTIFICA = OF LIABILITY INSUMt 02 1E I 6(/19/0:MM/ /0 ACCORD INSURANCE SERVICES , ` HOLDERTHIS CERTIFICATEDOES NOT AMEND, EXTEND OR BOX 4485 0666200 ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW Thousand Oaks CA 91359-1485 v805.373.9434 INSURERS AFFORDING COVERAGE ISURED Mattie D White INSURERA Scottsdale Insurance Company Tiny Tot Preschool INSURERS 3201 S Deegan Drive INSURER Santa Ana,CA 92704 INSURER D. 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 J MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH f POLICIES. AGGREGATE LNNTS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. IN Tq TYPE OF INSURANCE ►OLICYNUMBER POLICY EFFECTIVE AT M FEONY) DAYS fMMIDOM 4MR3 GENERAL LABILITY EACH OCCURRENCE $1, 000, 000 X COMMERCIAL GENERAL LIABILITY FIRE DAMAGE (My ene En) $ 50, 000 CLAMS MADE OCCUR MEO EXP (Any one pem,,) $ 5, 000 A X Professional CLS0835777 12/28/02 12/28/03 PERSONAL $AOVINJURY $1,000,000 GENERAL AGGREGATE $1 000, 000 Ge, AGGREGATE LIMIT APPLIES PER. PRODUCTS - COMP/OP ADD 31,000, 0-0-0- X POLICY PEo- LOC AUTOMOBILELLMM T' ANY AUTO COMBINED SINGLE LIMITS (Es M:cgaI,I)nt) BODILY INJURY (PN, ".) f ALL OWNED AUTOS SCHEDULED AUTOS BODILY INJURY (Pe! ¢ctlenq S HIRED AUTOS NON -OWNED AUTOS PROPERTY DAMAGE (Par emmen) S GARAGE LIABILITY AUTO ONLY - EA ACCIDENT S OTHER THAN EA ACC 5 ANY AUTO 5 AUTO ONLY AGO EXCE33LIABIUTY EACH OCCURRENCE S OCCUR O CLAMS WOE AGGREGATE $ I S f I DEDUCTIBLE 3 RETENTION 3 WORKERS COM PEN3ATCN AND TORY LIMITS_ ER EMPLOYERS UAMUTY E.L EACH ACCIDENT S EL DISEASE - EA EMPLOYEE S J EL DISEASE -POLICY LIMIT $ OTHER DESCRIPTION OF OPERAT)ON3IMATIONYVEHICLEMEXCLUSION3 ADDED BY ENOOR$EMENTISPEQAL PROWSNONS City of Santa Ana is named as Additional Instir'E`d pei Ex i�itr A�M ?Wu . z-i Sli"dy Deputy City Att rney The City of Santa Ana 20 Civic Center Plaza Santa Ana CA 92701 attn: Robert Carroll fax: 714.571.4211, 2 pAf&-S SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE gCANIATM)N �CELLED BEFORE THE EI DATE THEREOF, THE ISSUING INSURER WILL eRMe NF{XMAL 30 DAYS WRITTEN NOTICE TO THE CFATIFICATE HOLDER NAMED TO THE LEFT, BYlRML'MREi000'IOIIMEL 1988