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Home My WebLink AboutLINARES, MIKE INC. 2~~ :. AGREEMENT TERMINATION Please complete this form when the attached agreement is no longer jn effect. ~'~ r ' n Return form to the Sr. Deputy Clerk of the Council (M-30). CaI1647-5238 if you have aAy questions. ---------- ------ ------ -- ----------------- The agreement with ~~~~ ~ L-t~~` ~1~, ~ ' % , No. ; ~ ~ ~L7J"~~' was completed on F/Q.~/ . ~ ~ , ~ ~ ~ ,and final payment has been made. Department: eD~ Signature: UL . ~ ~ ~~ Date: ~l D 7 Revised 8-7-03 City of Santa Ana Clerk of the Council ~t ;.,,, ~V`'n=h MAY ' ji,f,,PiRt>, CLtk~D~'1NGII c_~.~._„a _. DAl6 )) `~3' ~ A-2005-262 CONSULTANT AGREEMENT D f,h~(a> ~~" ~ THIS AGREEMENTis made and entered into this 7°i day ofNovember, ?005 by and between Mike Linares, Inc., a California corporation (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. "fhe City desires to retain a consultant having special skill and knowledge in the field of technical consulting services for federal grant programs. B. Consultant represents that Consultant is able and willing to provide such services to the c;ty. 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 incompliance 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 provide services including, but not limited to, design of programs funded by federal grants such as Community Development Block Grant Program (CDBG), the Emergency Shelter Grant Program (ESG) and the Home Investment Partnership Act Program (HOME); preparation of periodic reports and utilization of HUD's electronic system for committing and disbursing grant funds. 2. COMPENSATION a. City agrees to pay, and Consultant agrees to accept as total payment for its services, an hourly rate of $75.00. Additional materials and supplies required to complete assigned tasks, or as requested by City, will be billed at cost plus ten percent. The total sum to be expended tinder this Agreement shall not exceed $53,000.00 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 January 1, 2004 and terminate on December 31, 2006, unless terminated earlier in accordance with Section 13, below. In order to provide uninterrupted services, the parties intend that those services provided since July 1, 2005 shall be included within the Scope of Services of this Agreement. The term of this Agreement may be extended upon a writing executed by the Executive Director of the Community Development 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 hues 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 insureds) 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 of this Agreement and shall be approved in form 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 $],000,000 per accident. 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 nut 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 time and materials expended prior to notification of termination. Consultant waives the right to receive compensation and agrees to indemnity 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 o£ or effects, arising from this Agreement. 'fhe 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. CONFIDENTIALITY If Consultant receives from the City information which due to the nature of such information is reasonably understood to he 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 ofnon-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. CERTIFICATION Consultant acknowledges that the funds for the programs have been granted to City by the federal government pursuant to various grant programs. Consultant agrees to be bound by and comply with all of the terms and conditions of City's Grant Agreements, including but not limited to: a. Audit Report Requirements. Consultant agrees that if Consultant receives Three Hundred Thousand Dollars ($300,000.00) or more in federal funds. Consultant shall have an annual audit conducted by a certified public accountant in accordance with the standards as set forth and published by the United States Office of Management and Budget -OMB Circular A-133. b. Record Keeping/Reporting. Consultant shall keep and maintain complete and adequate records to assist City in meeting and maintaining its record keeping responsibilities under the Act. City and the United States Government and/or their representatives shall have access for purposes of monitoring, auditing and examining Consultant's activities and performance, to books, documents and papers, and the right to examine records of Consultant's subcontractors, bookkeepers and accountants, employees and participants in regard to said program. Nothing herein shall be construed to require access to any privileged or confidential information as set forth in federal or state law. c. Consultant certifies and agrees that it will not use funds provided through this Agreement to pay for entertainment, meals or gifts. d. Lobbying. Consultant certifies that it will comply with federal law and regulations formd a t 24 CFR Part 87, which provide that no appropriated funds may be expended by the recipient of a federal contract, grant, loan or cooperative agreement to pay any person fur influencing or attempting to influence an officer or employee of any agency, Member of Congress, or an officer or employee of a Member of Congress in connection with awarding of any federal contract, the making of any federal grant or loan, entering into any cooperative agreement and the extension, renewal, amendment or modification of any federal contract, grant, loan or cooperative agreement. Drug Free Workplace. Consultant certifies that it has established adrug-free workplace policy which includes the following provisions: 1. The unlawful manufacture, distribution, dispensing, possession or use of a controlled substance is prohibited in the workplace for any employee involved in a federally funded program. 2. As an employee working in conjunction with a federally funded program, the employees of Consultant will be required to: • Abide by the terms above in statement 1. • Notify appropriate officials of Consultant and City officials of any criminal drug statute conviction for a violation occurring in the workplace not later than five days after such conviction. • The United State Department of Housing and Urban Development will be notified within ten days after receiving notice of any such violation. • Within 30 days of receiving such notice, appropriate personnel action will be taken against such employee, up to and including termination. • Each such employee shall be required to participate satisfactorily in a drug abuse assistance or rehabilitation program approved for such purposes by a federal, state or local health, law enforcement, or other appropriate agency. f Consultant assures and certifies that it will not use any funds appropriated under this Agreement for religious activity or anti-religious activity, or to promote or oppose any political candidate, party or belief. g. Consultant assures and certifies that where applicable classroom training instructors are properly credentialed, and training curriculums comply with State Education Codes. h. Consultant assures and certifies that it is in good standing with the California Secretary of State, Franchise Tax Board and Internal Revenue Service." 10. 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 SantaAna,CA 92702-1988 telefacsimile (714) 647-6956 With courtesy copies to: and, Executive Director of the Community Development Agency City of Santa Ana 20 Civic Center Plaza (M-37) P.O. Box 1988 Santa Ana, California 92702 telefacsimile (714) 667-2225 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: Mike Linares P.O. Box 3913 San Clemente, CA 92672 Telefacsimilie (949) 369-1517 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. 11. 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. 12. 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. 13. 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 bylaw, 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. 14. 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. 15. 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. 16. 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 his inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. 17. 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: 7 - , _ E. HEALY Clerk of the Council. CITY OF SANTA ANA ,. ~, -u ~ r~ t;,, e.~-- ~_ -.- DAVID N. REAM City Manager APPROVED AS TO FORM: r.., C i JOSEPH W.FLETCHER City Attorney CONSULTANT MI LINA S Owner TaxID# 33-0886359 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 Isom the operations and uses performed by or on behalf of the named insured. ?. 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 afrer 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 F1UG 26 2005 15:42 FR ISU-R BELL BROKERS 760 631 5983 TO 17146476549 P.01i02 r - •1 ACORD CERTIFICATE OF LIABILITY INSl1RANCE GP ID °ATE(MMID°""") LINAMIl OB 21 5 PRODUCER THIS CERTIFICATE IS ISSUED A$ A MATTER OF INFORMATION ' ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE ' ISl7 - RDbart Hell Brokers HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR '~ 5256 S. Mission Rd. Suite 301 ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. Soneall CA 92003 Phone: 800-426-2634 Fax:760-631-5983 INSURERS AFFORDING COVERAGE NAIC I! INbuaeD IN3uRERA Zurich North_America 1.653.5_ INSURER B: THE POLICIES OF INSURANCE LI$TEO tlELOW HAVE BEEN I$$UED TO THE W$URED NAMED ABOVE FOR iT1E FOUCY PERIOD INDICATED. NOTWITFISTANDING ANY REgUIREMENT. l ERM OR CONDRpN OF ANY CONTRACT OR OTHER DOCUMENT WRIT RESPECT TD WHICH TNI$ GERTIFIGTE MAY BE I$$UED OR AMY PERTAIN. THE INSURANCE AFFOPDEO BY THE POLICIES DESCRIBED HEREIN t$ SUBIECT TO ALL iNE TERMS EXCLV910N$ AND CONDITIONS OF SUCH POLICIES. AGGREGATE LMdITS SHDVYN MAY HAVE BEEN REDUCED BY PAID CLAIMS. LTR D NBR -_ TYPE OF INSUMNCE PDLICY NUY6FA1 POQCYEFFEZ°IIOE- PATE MIDOIY PD N DATE D _- _- LIMR3 GENERAL LIABILITY EACH OCCURRENCE S 1 , OOO , 000 A COMMERCIAL GENERA_LLIgBILRV PAS 36068105 PREMI3E$(E.~aSIA9ACe) SSrOOOrODD CLAIM$MADE ~ OCCUR MEDEXP(MYOnep~rson) S10~ODD X Business Owners 02/28/05 02/20/06 PERSONAL aAOV INJUar $ .. - _-„ GENERAL AGGREGATE f 2 OOO r OOO OEN'LAGGREGATE LIMIT APPLIES PER PR PRODOCTS-COMP/OP AGG .- _ f2r OOO, DOO O- LOC X POLICY JECT .- .. ~~~ AUT OMDa1LE LIABILITY COMBINED SINGLE LIMIT $ ANV AUTO (Ea Aeddent) ALL OWNED AUTOS ' BODILY II•UURY $ , SCHEDULEDAUTOS (Px pOR00) HIRED AUTOS -~ -- - - ~ Da y l a fj~ S NON-AWNED AUTOS (P y c clC l -._ - I PROPEFTY DAMAGE S . (Per eeeidem) GAR ADE LIABILITY AUTD ONLY-EA ACCIDENT $ ANY AUTO EA ACC _-- --'- f OTXERTNAN . _. ~ AUTO ONLY' .._. S EXCE$$(UMBRELLA LIABILITY EACH OCCURRENCE f OCCUR ~ CLAIMS IMDE AGGREGATE $ La~~ L•i, ~~ 1 ~ 1~ V \1 DEDUCTIBLE t1i Y .. .- __ _ ...__ S RETENipN $ 7 f _._. YYORKERS GOMPENSATON AND Y - EMPLOYER9'LIA3ILITY d TORY LIMBS ER LUUTU . Y [:C .11C~ ANY PROPRIETOWPARTNER/El(ECUTNE . E.L EACH ACCIDENT $ OFFICER/MEMBER F.XCLUbED? A~y1518:1[ ~lC}/ .`~CLOTIIC}~ - _.- rcyyeeee deeerme undo. E.L. DISEASE • EA EMPLOY $ SPECIAL PRDVISpN50elpv - E.L. DISEASE-POLICY LIMB $ OTTER DESCRIPOON OF OPERATpNS I LOCATONS / VEFtlCLE$1 FXCLUBIDN9 ADDED 8Y E1mpR5EMENT I SPECIAL PROVISIONS The City of Santa Ana and its elected and appointed boards, officers, agents and employees are additional insured with reap®et to subject project and contract with the city. Thie insurance is primary and any insurance 'maintained by the aditipalal insured shall be excess. City of Santa Ana Attn: EMY 714-647-5379 20 Civic C®ntcr Plaza Santa Ana CA 92701 P O Soxa3913 San Clemente CA 92674 INSURER D: C ITYSpN I SHOULD ANy OF THE ABOVE OESCRBIED POUCIE58E CANCELLED BEFORE THE EYPIRA'HD DATE TNEREDF, TKE 133UING IHSUREft WILL b'WOMAIL 3O+ DAYS VVRfI-IEf! NOTCE TO THE CERTIFICATE HOLDER NAMED T07HE LEFT, BUT FAILURE TO DO SO SXAI,L IMPOSE NO OBUOATION OR LIABILITY OF ANT KIND UPON THE INSURER, RS AGENTS OR Huu ~b ~bb5 15~4.i FK 15U-R HELL BROKERS 760 631 5983 TO 17146476549 P. 02102 COMMERCIAL GENERAL LIABILITY Mike Linares PAS 36068105 2-28- 05/06 THIS ENDORSEMENT CHANGES THE POLICY, PLEASE READ R CAREFULLY. ADDITIONAL INSURED -DESIGNATED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following; COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDILE Name of Person or Organaatiorx The City of Santa Ana and its elected and arpointed hoazrls, officers, agents and employees flf no entry appears above, information required to complete this endorsement will be shown in the Declarations as applicable to this endorsement) WHO IS AN INSURED (Section IU is amended to include as an insured the parson or organization shown in the Schedule as an insured but only with respect to liability arising out of your operations or premises owned by or rented to you. This insurance is primary and any insurance maintained by the additional insured shall be excess ~_.:__:~~~, _.~~ ~.: <<~ <c~_zna - ~-tU~~ ~~:;A. .. ,.. .pmt Cny Auns:~e>, CG 20 26 1 1 85 rwv~~~t ti...~ so,go.+ omce, ~, ieea ** TUTRL PRGE.02 **