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HomeMy WebLinkAboutQuinn, Susan 1City of Santa Ana ~ ~ ~~~ J~ Clerk of the Council AGREEMENT TERMINATION FORM COTC Office Use Only Please complete this form when the attached agreement and all amendments (if any) are no longer in effect. 4 -, Return form to the Clerk of the Council Office (M-30~. ` .~- ~~~~ ~oio c~.s~. ~- ~ aoos The agreement with The Quinn Company No. N-2004-021 was completed on June 30, 2004 and final payment has been made. (List all amendments. Use space below if needed.) Department: Personnel Services Revised 04-12-10 Phone/Ext.: Signature: L Date: . INSÚRANCE J:m1 ON FILE WORK MAY llill PROCEED CLERK OF COUNCIL DATE:3" /1,04- t: Pitt. (j..sMÀ) N-2004-021 CONSULTANT AGREEMENT THIS AGREEMENT, made and entered into this IST'h day of M f).l!.cÀ ,2004 by and between Susan Quinn dba The Quinn Company, a California coproration (hereinafter "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 (hereinafter "City"). RECITALS A. The City desires to retain a consultant having special skill and knowledge in the field of employee training in Public Business Concepts (PBC) and consulting services. 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: 1. SCOPE OF SERVICES a. Consultant shall provide a l2-hour training session in "Elements of Effective Communications and Coaching" for each PBC program scheduled by the City of Santa Ana Management Academy. Said training shall be held at the Lawn Bowling Center in Santa Ana. Dates of the training sessions will be determined by City. b. Consultant shall also provide employee training/team building/problem solving consulting services as requested by City. 2. COMPENSATION a. City shall pay Consultant $2,100.00 for each 12 hour training session in "Elements of Effective Communications & Coaching". In addition, Consultant shall be reimbursed $13.00 for each DISC behavioral profile instrument used in the training session. Consultant shall be compensated at the following rates for other consulting services: $1,700.00 per full day of consulting services $ 850.00 per half day of consulting services $ 90.00 per hour for individual work such as interviews, meetings and report writing. The total sum to be expended under this Agreement, shall not exceed $10,000.00 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 term of this Agreement may be extended upon a writing executed by the Executive Director of Personnel 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. Consultant shall supply City with a fully executed additional insured endorsement in substantially the form attached hereto as Exhibit A upon execution ofthis Agreement and shall be approved in form by the City Attorney. b. Reserved. 2 c. 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. 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. Certificates of insurance shall be furnished to the City upon execution of this Agreement and shall be approved in form by the City Attorney. 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. (ii) (iii) 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. 3 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 Personnel Services City of Santa Ana 20 Civic Center Plaza (M-24) P.O. Box 1988 Santa Ana, California 92702 telefacsimi1e (714) 647-6930 Attn: Jim Stikeleather 4 and, City Attorney City of Santa Ana 20 Civic Center Plaza (M-29) P.O. Box 1988 Santa Ana, California 92702 telefacsimi1e (714) 647-6515 To Consultant: Susan R. Quinn The Quinn Company 246 Via Presa San Clemente, California 92672-9461 Telefacsimile (949) 366-5891 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. 5 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 determined and governed by 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 its 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 indenmify 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. 6 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: PATRICIA E. HEALY Clerk of the Council CITY OF SANTA ANA ~~ City Manager APPROVED AS TO FORM: JOSEPH W. FLETCHER City Attorney ~ ~. By: "j1rJ;)II,f.p[r L ra Sheedy Assistant City Attorney RECOMMENDED FOR APPROVAL: CONSULTANT .7 í J ' ~,~~~ SUSAN R. QU " Principal Tax ID# 7tf-ó?d-.4 85 '1'1 7 EXHIBIT A ADDITIONAL INSURED ENDORSEMENT FOR COMMERCIAL GENERAL LIABILITY POLICY Insurance Company This endorsement modifies such insurance as is afforded by the provisions of Policy # 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 ofthe 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 ofthe 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 8 CERTIFICATE OF INSURANCE 0 STATE FARM FIRE AND CASUALTY COMPANY, Bloomington, Illinois [8] STATE FARM GENERAL INSURANCE COMPANY, Bloomington, Illinois 0 STATE FARM FIRE AND CASUALTY COMPANY, Scarborough, Ontario 0 STATE FARM FLORIDA INSURANCE COMPANY, Winter Haven, Florida 0 STATE FARM LLOYDS, Dallas, Texas insures the following policyholder for the coverages indicated below: Name of policyholder QUINN, SUSAN & GERALD DBA THE QUINN COMPANY . This certifies that AI - JJ;tJ1- 0..2.1 246 VIA PRESA, SAN CLEMENTE, CA 92672-9461 Address of policyholder Location of operations Description of operations The policies listed below have been issued to the policyholder for the policy periods shown. The insurance described in these policies is subject to all the terms exclusions, and conditions of those policies. The limits of liability shown may have been reduced by any paid claims. THE CERTIFICATE OF INSURANCE IS NOT A CONTRACT OF INSURANCE AND NEITHER AFFIRMATIVELY NOR NEGATIVELY AMENDS. EXTENDS OR ALTERS THE COVERAGE APPROVED BY ANY POLICY DESCRIBED HEREIN. If any of the described policies are canceled before its expiration date, State Farm will try to mail a written notice to the certificate holder 30 days before cancellation. If however, we fail to mail such notice, no obligation or liability will be imposed on State Farm or its ageiìts or representatives. POLICY PERIOD TYPE OF INSURANCE Effective Date: Expiration Date Comprehensive 01/16/04 , 01/16/05 Business Liability : - - Ttiiš. i-ñslJrå-ñcë" ¡-ñciúdes:- - - tnirocÏüëiš-: Córilpletëd "opë¡:ãÜoñš - -" - - - - -. - - - - - - - - - - - - - - - - -- 0 Contractual Liability 0 Underground Hazard Coverage 0 Personal Injury 0 Advertising Injury 0 Explosion Hazard Coverage 0 Collapse Hazard Coverage 0 0 POLICY NUMBER 92-S6-8207-2 EXCESS LIABILITY 0 Umbrella 0 Other POLICY PERIOD Effective Date: Expiration Date Workers' Compensation and Employers Liability POLICY NUMBER TYPE OF INSURANCE POLICY PERIOD Effective Date: Expiration Date 11/14/03 ' 05/14/04 , L379398-F14-75C Auto Name and Address of Certificate Holder THE CITY OF SANTA ANA ITS OFFICERS, EMPLOYEES, ATTN: JIM STIKELEATHER 20 CIVIC CENTER PLAZA SANTA ANA, CA 92701-4010 AGENTS & VOLUNTEERS 558-994 a.3 04-1999 Printed in U.S.A. .~ Srl .'lY / ,j LIMITS OF LIABILITY (at beginning of policy period) BODILY INJURY AND PROPERTY DAMAGE Each Occurrence $ General Aggregate $ Products - Completed Operations Aggregate $ BODILY INJURY AND PROPERTY DAMAGE (Combined Single Limit) Each Occurrence $ 1000000 Aggregate $ 2000000 Part 1 STATUTORY Part 2 BODILY INJURY Each Accident $ Disease Each Employee $ Disease - Policy Limit $ LIMITS OF LIABILITY (at beginning of policy period) 1,100,000 '/lâ~~ J?2¿¿JA-r:;! Signature of Authorized Representative AGENT Title Agent's C 3/22/04 Date MIKE MILLER, Agent Uc. #0360139 31882 Camino Capistrano,Suite 105A San Juan Capistrano, CA 92675 Phone: 949-493-3888 Fax: 949-481-1032 nAn 'AIM AFO Cod erA INSUIANC,,",. ¡w C}-- STAH r.U~ A PrlONE NO. : 949 481 1032 . -~ MIKE MILLER, Agent Li::.It0360139 31882 Camino Capistrano, Suitt) 10!)Ä San Juan Capistrano, CA 92675 P~Of\e: ~93-3888 Fax: 949-481-1032 "1a'd. 14 2004 09: 20AI'1 P2 FRCJ~1 : STRTE FAR;1 I HS. 11lKE ì1lLLER ¿íJINN, SUSAN & GERAJ-,O JBA THE QUINN COMPANY ~ 4 6 VIA E?RESA ;AN CLEMENTE CA ttUYJ""'U. " MAY 14, 2004 Fire Policy Status H Ph. (949)366-5890 GENL Policy: 92-$6-8207-2 G Yr issd: 2001 Xréf: Location: 246 VIA FRESA SAN CLEMENTE CA 926ì2 92672-9461 rype: BUSIN~SS-OFFICE ~overage informatioD j-BUSN PROP >LOSS INC [,-BUSN LIAB 3EN AGGREGT 14100 ACT LOSS 1000000 2000000 ~-MED/PERSN 5000 prev risk: 13,700 Deductibles applìed: 500 ALL PER . . Term: caNT Renew dðte: JAN-16,-05 JAritten date: JAN-16-0J Premium: 250.00 Amount paid: Date paid: Bill to: 250.00 DE.C-ll-03 INSD prev prem: 250 OTHER DED MAY APPLY ., ,.. 'uo'-'.._," --.-.."... _._I.--- '<to --"---;';'.';~'::;~~.:::~;'I'~:..,;:.;,,-..._~.. .....an.',"--"U'" \DDL INSURED - SECTION II THE CITY OF SANTA ANA ITS OFFICERSr EMPLOYEES AGENTS & VOLUNTEERS ' ATTN: JIM STIKELEATHER 20 CIVIC CENTER PLZ SANTA ANA CA 927Ql-405B ~DDL INSURED - SECTION II COUNTY OF LOS ANGELES DEPARTMENT OF PUBLIC WORKS ADMINISTRATIVE SERVICES DIV ATTN: TRAINING SECTION PO BOX 14 60 ALHAMBRA CA ,.--~-., 1 <'Uj'q ¡;.1.r~...!'¥ ~I .. ,. ~ , . : ;j I" ~ j - . 1! ; ~.~ ,:. '.J r- ,. ,~ (, (: ,: :\':"rI-I>O'>:1\;>:1,~.,,~.~.~J")-.\;~,(i,.1 MAY 14, 2004 Fire Policy Status Pram adj: YRBU$ $ 20 !RENYR $ CHR C 20.0% 19 9J.802-2460 Move-in; I Entry: FEB-02-01 FMP seg: 99 í -/ . . /.J, j C_/ /' ( ,-j / / ~POM : STRTE FRRM INS. MIKE ~1 ILLER PHONE NO. : 349 481 1032 Ma~. 14 2004 03:20RM P3 DF . Policy No. 92-86-8207-2 Fe:.S320 (7131)1 ADDITIONAL INSURED ENDORSEMENT DESIGNATED PREMISES ONLY ';I; IP""'U~("\. Policy No.: 92-S6-B207-2 Named Insured: QUINN, SUSAN & GERALD Name of Additionallnsur.d: THE CITY OF SAN'!'A ANA ITS O~FICERS, EMPLOYEES, AGEN~S ~ VOLUNTEERS Address of Additional Insured: ATTN: JIM STIKELEATHER :lU L:.I.V.l.l; l;J:.N.I./;U'. p¡,z; S~~TA ANA CA 92701-4010 A,\(, /1 /-47-§8L/-J '7/"'1' .; l/ Interest of Additional Insured ; CONTRACTOR OF SERVICES - NON-CONSTRUCTION Location of Premises: 24b VIA PRESA SAN CLSM~NTE CA ~2672-9461 The word "insured", wherever used in this poJicy, also inc.ludes the designated person or organization named above as Additional Insured under the provisions of the policy SeGtions shown below as applicable by an "X" to the extent indicated. 0 0 SECTION I. SECTION I. This applies only to COVERAGE A - BUILDINGS. This applies only to COVERAGE B - BUSINESS PERSONAL PROPERTY Desçription of Property: IX] SECTION II. This applies only to COVERAGE L - BUSINESS LIABILlTV and COVERAGE M . MEDICAL PAYMENTS and then only with respect to the ownershìp, maintenance or use of the premises designated above and operations necessary or incidental thereto These SECTION II coverages do not apply to: 1. structural alterations or new construction performed by or on behalf of the designated person or organization; 2. personal injury caused by the designated person or organization; 3. liability the designated person or organization assumed under a contract; or 4. products-CQmpleted operations hazard arising out of goods Or inventory which are not sold or di3tributod by you or ari3ing out of tho manufacturing or pocl~agil1g of ouch good3 or inventory. All other provisions of the policy apply F E.fS320 (rl8e) }Ie¿ 'j/ ~() Primed In U.S.A.