HomeMy WebLinkAboutDELGADO, ANTHONY J. 4
AGREEMENT TERMINATION
Please complete this form when the attached agreement is no long__a? All 9: 'IfS
Return form to the Sf. Deputy Clerk of the Council (M-30). Ca]]elt'i7~1B8 ~H'HiAaMAY
questions. CLERK OF COUNCIL ~:
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Date: '1'.:> I 01
Revised 8-7-03
City of Santa Ana
Clerk of the Council
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CLlfiK OF CNiNCl1
111m. SEP 2 9 2005
() p j) THIS AGREEMENT, made and entered into this 15th day of August, 2005 by and
. . between Anthony J. Delgado (hereinafter "Consultant"), and the City of Santa Ana, a charter city
r:iSi'(\J- and municipal corporation organized and existing under the Constitution and laws of the State of
California (hereinafter "City").
N-2005-111
. _d
CONSULTANT AGREEMENT
RECITALS
A. The City desires to retain a consultant having special skill and knowledge in providing
counseling and/or instructional services to inmates housed in the Santa Ana Jail.
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 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, an
hourly rate of thirty-seven dollars ($37.00) for all scheduled instructional and counseling
services. 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,
2006, unless terminated earlier in accordance with Section 12, below. In order to provide
continuous, uninterrupted services, the parties agree that services provided since July 1, 2005
shall be within the Scope of this Agreement. The term of this Agreement may be extended upon
a writing executed by the Chief of Police 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. 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.
b. If Consultant is or employs a licensed professional such as an architect or engineer:
Professional liability (errors and omissions) insurance, with a combined single limit of not less
than $1,000,000 per claim.
c. 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.
d. 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
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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: (I) 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 I 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
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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:
Jail Administrator
Mr. Russ Davis
City of Santa Ana
20 Civic Center Plaza (M-88)
P.O. Box 1988
Santa Ana, California 92702
telefacsimile (714) 245-8116
and
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:
Anthony J. Delgado
28811 La Lila Lane
Mission Viejo, California 92692
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.
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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.
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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
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.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year
first above written.
ATTEST:
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CITY OF SANTA ANA
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DAVIDN.REAM
City Manager
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PATRICIA E. HEAL
Clerk of the Council
APPROVED AS TO FORM:
JOSEPH W. FLETCHER
City Attorney
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By:~ G\ t~ "- .It dL;-
Laura Sheedy .
Assistant City Attorney
RECOMMENDED FOR APPROVAL:
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PAULM. WALTERS
Chief of Police
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EXHIBIT A
SCOPE OF SERVICES
CONSULTANT'S RESPONSIBILITIES:
Consultant shall provide the following services to City:
a. Deliver instructional and/or counseling services in the following program areas to
selected inmates:
(I) anger management
(2) stress reduction
(3) conflict management/resolution
(4) domestic violence
(5) chemical dependency
(6) life skills/family issues
(7) community resources
b. Coordinate with City staff to facilitate delivery of program material.
c. Collect diagnostic and statistical information regarding inmates in attendance and
program material.
d. Assign inmates tasks to perform and goals to reach in relation to the program material.
e. Provide inmates in attendance with referrals to other agencies and community resources
that can provide additional instruction and/or counseling as follow-up to the program
material already delivered.
f. Keep a record of time worked during meetings, instruction and counseling sessions.
CITY'S RESPONSIBILITIES:
The City shall provide the following assistance to Consultant:
a. Identify a contact person who shall be responsible for approving the schedule of
programs and coordinating the services provided by Consultant. The subject matter, the
number of hours and the scheduling of hours shall be approved by City's contact person.
b. Provide an adequate facility that will allow Consultant to perform the services required
by this Agreement in an efficient and timely manner.
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EVANSTON INSURANCE COMPANY
CERTIFICATE NO.:
CERTIFICATE OF INSURANCE
EXCLUDES COVERAGE FOR NOMINEE EVENTS. SEE SEPARATE APPLICATIONS FOR NOMINEE EVENTS.
SPECIAL EVENT LIABIUTY PROGRAM
PRODUCER:
f'.i; ~2.000-~T
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Driver Allilljlt Insurance Services~ - 2tX>1- - II L(
P.O.Box28323 -~-ctf
Santa Ana, CA 92799.8323 .
(949) 660-8163 I J 'oCV[) - ill
License No: OC 36861 JV
NAMED INSURED (EVENT HOIDER):
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ToYlY Velga.do
PUBUC ENTITY (ADDmONAL INSURED)
c.uy 06 Sa.n.ta. Ana.
ZO C~v~e Cente4 Plaza., M-28
Sa.n.ta. Ana., CA 9Z701
EVENTlNFORMATION: . ..A.' S.'6
TYPE: IMtJw.c.:tio"'M..- <--<-
DATE(S): I/Ub/U~ - IZPI/U'
LOCATION: S.A. JGU..{.
ImpJr.ovemeYlt
This is to certify that the policies of insurance listed below have been issued to the insured uamed above for the policy period
indicated. NotwitbataudiDg my requiremeub, terms or CODditioIIs of any conlIact or other document with respect to which this
certificate. may be issued<< may pertaiD, the insurance afforded by the policies descnbed herein is subject to all the tenDs,
exclusions and conditions of such policies. Limits shown may have been reduced by paid claims.
INSURANCE CARRIER: EVlIIISloD InsUIal1Ce Company
MASTER POLICY NUMBER: OSSEPlOOOOOI
MASTER POLICY DATES: EFFECTIVE: JANUARY 1,2005 EXPIRATION: JANUARY I, 2006
COMMERCIAL GENERAL UABILITY
GencnlI AaPe.... limit
ProdUCII a: ~ Opcntioa.
PenonaI a: AdYatisina: Iojury
Each Oc:cunmc:o Umit
Fire ilImIBc (Any One Fire)
Medi<al Payments (Any One Pr:non)
S 2.000.000
1.000.000
1.000,000
1,000.000
50,000
5.000
OCCURRENcE FOIlM
DEDUCTmLE: NONE
The limib of ilwnnc:c _Iy '0ll1l'l..1y to each CYalt _ by "'i. policy u if. -'" poIiey of i_ hu been iuued fOR !HAT ""..L
"WOO is inaured" i. amended to inelude, .. an illl1llOd,tho _ or OI'plllzalioo shown In IbillCbodule, but only wilb _ to liabfHty aims out of tho
owncnhip. maintenance or u.. of the .......... - by 1bc named insured (...... holder). Thi. inaurance d.,.. not """Iy 10: Any "occum:tlCC" ","ch taItcs place
aft:crthc: nent holderceues tD'be a term1t in IhIt
OTHER ADDrnONAL INSUREDS
CANCF.IJ.A TION: Should 1bc ahoYc deaenbcd policy 10 canodled l>efon: tho expiration dall: Il1...oJ; 1bc i..uing c~y will mail 30 doys written llOiiee 10 tho
<<<tifieall: holder and additional inM<>cb lilted.
AurnoRIZED REPRESENTATIVE:
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DATE ISSUED:
Ja.YlUiVLY 6, Z005
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EV ANSTON INSURANCE CO:vIPANY
CERTIFICATE 1\0"
CERTIFICA TR OF TNSlTRA~CF.
~:XCLlJUJo:S COVJo:RAGE FORXOMINEE f:Vf:NTS, Sf:f: Sf:PARATE APPI.ICATlONS FOR XOMINEf: EVENTS,
SPECIAL EVf:NT LIARILITY PROGRAM
PRODU:ER: PUBLIC ENTITY (ADDlTIONAL INSURED)
City of Santa Ana
Driver Alliant Insurance Services in conjunction with 20 Civic Center Plaza, ]\'I~28
Apex Insurance Services Santa Ana, CA 92701
P. o. flox 28:)23
Santa Ana, CA 92799-8323
(949) 1ifi0-R I 63
License No: OC 36R61
NAMED NSURED (EVENT HOLIJLR)' EVENT TNFORMA TION:
Tony Delgado ,v- :200S- " I TYPE: I nstructionallSelf-T morovement
DATE(S): .January t - December 31. 2006
LOCATION: Santa Ana .Jail
This is to certify that the policies ofinsuram:e listed beluv\" have been issued to the insured named above tor the policy period
indicated. Notwithstanding any requirements, terms or conditions orany contract or other document \vith respect to which this
certificate may be issued or may pertain, the insurance afforded by lhe pulicies described herein is subject to all the terms,
exclusions and conditions of such policies. Limits shown may have been reduced by paid claims.
I1\TSl:RA:\'CE CARRIER: Evanston Insurance Company
MASTER POLICY NUMBER: 04SEP 100000 I
MASTER POLiCY DATES: EFFECTiVE: JA"UARY I, 2006 EXPIRATION, JANUARY I, 2007
CO,vIMU{C1AL GE:-.IER/\L 1.1..\BII.lTY OCCURRENCE FORM DEDUCTlBlr:: J\ONE
General Aggregate Limit $ 2,000,000
Plodu(ts&Colllpltll:dOpnatioIlS I,O()(),OOO
Personal & Advertising Injury 1.OOO,ODD
Each OeeuITcnec Limit 1,000,000
Fire Damage (Any One Fire) 50,000
Medical Paymellls (Any One Pcrson) 5,000
Thc limits of insurance apply separately to eael1 event insured by this policy ag if a separate policy of insurance has been issued t'or that eVl;nt
"\Vho is insured" is amended to inclmk, as un insured, Ihe person or organization ShO\~11 in this schedule, hut only with n.:spect to liability arising out 01' tIll:
ll\\ll~rship, maintcnuncc or use of the premises used by the named insured (even! holder)_ This insurance does not apply to: Any '.ol'cllTTem:e"wliicli lakes place
altcrlhc event holder ceases 10 bcalenant in that premises
OTHER ADDITIONAL INSUREDS
C.'\:--JCELI ATIO\; Sll0uld thi.: llbuveJt'si.:ribnl floli"y In Glllcelled hdilTC the expiration date thcreuf, the issuing company will mail J() days \\Titten nutii.:e to the
cenii'il.:akllulderillllJadditional illsllrcl1slislcd
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AUTllORlZED R EPR ESENT A TIVE,
DATE ISSUED,
Januarv 20. 2006
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