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HomeMy WebLinkAboutDUONG, VI 1G 2aU5 AGREEMENT TERMINATION { m s q. r L• Please complete this form when the attached agreement is no longer in effect. Return form to the Sr. Deputy Clerk of the Council (M -30). Call 64 X38 ifyft l41 ' ny questions. The agreement with Ok&nga Y/ No. /V -2005 --b/1 was completed on 2�0 i 0 5' and final payment has been made. Department: A Signature: C A Date: 411-7114 City of Santa Ana Revised 8 -7 -03 Clerk of the Council INSURANCE NOT ON mE WORK MAl NO r PROCEED CLERK OF COUNCIL DATE: "-IO-OS' N-2005-014 c:PtCJ:. LÞ.~) CONSUL T ANT AGREEMENT THIS AGREEMENT made and entered into this 7~ day of FelnvtØ..YU , 2005 by and between Vi Duong (hereinafter "Consultant"), and the City of Santa~ 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 officiating recreational softball league games. 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 Consultant shall officiate recreational league softball games 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 $5,000.00 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, 2005, unless terminated earlier in accordance with Section II, below. The term of this Agreement may be extended upon a writing executed by the Executive Director of the Parks, Recreation and Community Services Agency 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 B upon execution of this Agreement and shall be approved in form by the City Attorney. b. 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) c. 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 2 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 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. 7. 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. 8. 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 copy to: Executive Director of Parks, Recreation and Community Services City of Santa Ana 888 W. Santa Ana Boulevard, Suite 200 (M-23) Santa Ana, California 92702 telefacsimile (714) 571-4211 To Consultant: Vi Duong 11924 Verbena Court Fountain Valley, California Telephone (714) 726-7556 92708 3 \ A party may change its address by giving notice in writing to the other party. 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 telefacsimile, 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. 9. 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. 10. 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. 11. MISCELLANEOUS PROVISIONS a. This Agreement may be terminated by either party 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. b. 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. c. Consultant shall, throughout the term of this Agreement, maintain all necessary certificates and approvals 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. d. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. 4 \ IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. CITY OF s~:;z ~~ AVIDN. REAM City Manager ATTEST: . --------. PATRICIA E. HEALY Clerk of the Council APPROVED AS TO FORM: JOSEPH W. FLETCHER City Attorney it' . . y .. By: '-'-.-c~'-'---" ('('-1 Laud Sheedy / Assistant City Attorney RECOMMENDED FOR APPROVAL: CONSULTANT ~1-<' ~ GERARDO MOUET Executive Director 0 the Parks, Recreation and Community Services Agency ~- TaxID# ç(c'-\ (\3. '-jCl'3, 5 , EXHIBIT A SCOPE OF SERVICES Consultant shall officiate Men's, Women's and Coed Slow-pitch Divisions of Recreational League Adult Softball, as follows: a. Prior to officiating, Consultant shall attend an approved Softball (fast-pitch and slow-pitch) Officiating Certificate Class/Clinic/ Workshop, and earn a certificate demonstrating that Consultant attended all classes, satisfactorily completed all testing procedures, passed all tests and is certified to officiate softball games. b. Consultant shall report to each assignment in full official's uniform and maintain a professional demeanor, free of any drugs or alcohol, throughout each officiating assignment. c. Consultant shall report to his assigned softball diamond fifteen (15) minutes prior to the start of any game at which he is scheduled to officiate. Consultant shall insure that: . The diamond lights are on; . Bases are placed securely at the designated positions in the prescribed manner; . Doors to the restrooms are unlocked; and . The playing surface is inspected for unsafe conditions and the game may be played as scheduled. d. Consultant shall keep an accurate count of balls/strikes and outs. Consultant shall also keep count of the number of runs scored by each team. e. If Consultant is officiating the last game of the day, he shall, at its conclusion, insure that: . All bases are removed from the diamond and securely stored in the appointed storage area . Game scorecards are placed in the designated location . All restroom doors are secured and locked . All diamond lights are turned off fifteen (15) minutes after the game has ended and all players and spectators have left the immediate area ASSIGNMENT SCHEDULE City shall determine the officiating schedule and provide a copy to Consultant. If an insufficient number of teams register for the League, or any of its Divisions, the LeaguelDivision will be cancelled, Consultant will have no obligation to provide services and the City will have no obligation to pay Consultant. If a game is cancelled or postponed due to weather, City will post the information on the City's Mudline. Consultant shall check the Mudline prior to a game to determine that the 6 field is open. If other emergency situation arises, City will contact Consultant with at least three-hour notice, to cancel or reschedule the game. If a game is cancelled Consultant will not officiate and City will have no obligation to pay Consultant for the cancelled game. COMPENSATION City shall pay Consultant $22.00 per Fast-pitch Softball game officiated and $20.00 per Slow-pitch Softball game officiated. City will try to schedule at least two consecutive games each time Consultant is scheduled to officiate. Except when games are cancelled due to weather or other emergency situation, as stated above, Consultant will be paid for officiating two games each time he is scheduled to work. If Consultant is scheduled to officiate more than two consecutive games, he will be paid for additional games as follows: . An additional full game if the first two games are complete and the third scheduled game extends into the third inning or 35 minutes, whichever is first; . One-half game if play is started and the game extends less than two complete innings and less than 35 minutes; and If any scheduled game is forfeited, and either team chooses to playa practice game, Consultant shall officiate the practice game for five (5) innings or one (1) hour, whichever occurs first. In such situation, Consultant will be paid full game officiating fees. 7 ~ v 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 # relating to the following: I. 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 8