HomeMy WebLinkAboutMOOREHEAD, CATHY AND ASSOCIATES 1 - 2006
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INSURANCE NQl ON FILl
WORK MAY NOT PROCEED
CLERK OF COUNCIL
DATE, d.-lie [)Ie
THIS AGREEMENT, made and entered into this 5th day of December, 2005 by
and between Cathy Moorehead and Associates, a sole proprietorship (hereinafter
"Consultant"), and the City of Santa Ana, a charter city and municipal corporation
pursuant to the Constitution and laws of the State of California (hereinafter "City").
N-2006-012
CONSULTANT AGREEMENT
( i_ (-ir)Yp-j:)
RECITALS
A. The City desires to retain a consultant having special skill and knowledge in the
field of interior design and color consultation.
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 interior design services as set forth in Exhibit A to this
Agreement.
2. COMPENSA nON
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 $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
December 31,2006, 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 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 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 ofConsultant"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. Business automobile liability insurance, or equivalent form, with a combined
single limit of not less than $1,000,000 per occurrence. Such insurance shall include
coverage for owned, hired and non-owned automobiles.
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.
(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 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. 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 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. NOnCE
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 Council
City of Santa Ana
20 Civic Center Plaza (M-30)
P.O. Box 1988
Santa Ana, CA 92702- I 988
telefacsimile (714) 647-6956
With courtesy copies to:
Executive Director of the Community Development Agency
City of Santa Ana
20 Civic Center Plaza (M-25)
P.O. Box 1988
Santa Ana, California 92702
telefacsimile (714) 647-6549
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:
Cathy Moorehead + Associates
2409 N. Valencia Street
Santa Ana, California 92706
Telefacsimile (714) 547-2202
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.
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 recmitment, 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 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.
II
II
IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and
year first above written.
CITY OF SANTA ANA
ATTEST:
("~
PATRICIA E. HEALY
Clerk of the Council
(({j){)t2
DAVID N. REAM
City Manager
APPROVED AS TO FORM:
JOSEPH W. FLETCHER
City Attorney
(J .,'\
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~~~ra~~e~J~D ' ) 'dl " .
Assistant City Attorney
CONSULTANT
RECOMMENDED FOR APPROV AL:
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~P A TRICIA HIT AKER
V Executive D ctor
Community Development Agency
Exhibit A
Cathy Morehead & Associates shall provide the City of Santa Ana's Community
Development Agency with the following services at these project locations 20 Civic
Center Plaza, Santa Ana, CA and lOOO E. Santa Ana Blvd., Santa Ana, CA.
A. Review of existing furnishing to be reupholstered, fabric selections and design
consultations.
B. Implementation and coordination with required consultants or departments of any
new or proposed furnishings
Cathy Morehead & Associates shall bill hourly for the above work at a rate of$100.00
(one hundred dollars) per hour. Reimbursable will be billed to the client at cost plus
15%.
Invoices submitted to the Client are due within 30 days of receipt.
.
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
9270 I; 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.)
, this endorsement form as a part of
Effective
Policy #
Issued to
Named Insured
Countersigned by
Authorized Representative
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cr.....: 46726 CATHYMORE
ACORD~ CERTIFICATE OF LIABILITY INSURANCE I DATE {IMDOIYYYY)
021%7106
"""""'"" TIIS CERrlFlCATE IS ISSUED AS A MATTER OF INFORMATION
CS&Scn.....l1lZone.com of T_ ONLY AND CONfERS ND RIGHTS UPON THE CERTIFICATE
PO Box 946580 HOLDER. TIIS CERTIFICATE OOES NOT AMEND, EXrEND OR
ALTER THE COYERAGE AFRlRDED BY THE POUClES BELDW.
Mallland. A. 3%79U580
866 883-7160 INSURERS AFFORDING COVERAGE HAlC ,
......., INSURER" Transportation Insurance Companv
CATHY MOREHEAD & ASSOCIATES INSURER e:
2409 N VALENCIA ST. INSURER c:
SANTA ANA. CA 9%706 tJ - dDolc- 01 :J- "SURER D:
INSURER E:.
COVERAGES
THE PCUCES OF IllSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE NSUREO MlWED HKNE FOR THE POlCf PERK)O ~TED. NOlWrrHSTANONG
Nl'f REQJREMENT. TERM OR COHDrrlCN OF ANY CCWTRACTOR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTFICATE MAY BE ISSUED OR:
MAYPERTAt\I, TtE NSlJRANCEAFFOROED BY THE POLICESDESCRBED HEREN IS SUSJECT TO ALL THe TERMS, EXClUSK>NSAND CONDITIONS OF SUCH
POlICES. AGGREGATE LNrrS SHCWVN MAYHAVE BEEN REOI..fCeD BY PAD a.AN~~
t':. TYPE Of_a; -- ,-.
A X 2!""....'.....RY :lOIl1t13092 09101/05 09101106 EAOi OCOJRRENCE .1 000 000
X COIIIMERCI.AlGENERALl1A8IUTY D.AMt.CETORENTEO S300 000
~P~OWlE [AJ OCQJR f.EDEXP(hrfonepela(ln) .10000
- PERaoHAI.. AADV INJURY slneluded
(lENERALAOCREGt.TE s2 000 000
~~n~UWTAPnIPER PRODUCTS - ca#'fa' AGG s2 000 000
X POLICY I~ LOC
A ~0IICl8tl..Ii LIMLIIY :lOIl1413092 09101105 09101106 welHEDSNa..EUMtl
MY.AUTO <Ea_J $1.000,000
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-REVISer-
Celtllcate Holder .. Named as Addllonarlnaured . oelle<_ PeI80n or
Organlzallon.
loci 1 .2409 VALENCIA; SANTA ANA. CA
CERTlFlCATE HOlDER
CANCEl.l.ATlON
IHOUUJ ANY OF TIE AAr:NE DESCRIBED POLICES BE CANCEllED BEFORE THE EXPIRATION
City of Sana Ana DATE THEREOF. THE IIIUING INlURER WILL U1111 .MAL --30.- DAY. WROTEN
Attn: Nancy Edwards NOI1CETOTtE CIR1'IRCATE HCl..DERNAIEDTOTtELEFT ...-....,.... ,,-"tiC .
20 Civic Center Plaza 11-25
Santa Ana. CA 92707
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MRD
.. ACORD CORPORATION 1988
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IMPORTANT
If the certf"1C8Ie hoIdor is an ADDIllONAL INSURED, the poIicy(ies) roost be endorsed. A statement
on this cert.icate does not corter rig/ts to the certJicale holder in lieu d such endorsement( s).
If SUBROGA110N IS WAIVED, subject to the tenns and oondlionsdlhe policy, certain poliCies may
require an endorsemert. A s1atement on this certJicale does net corler rig/ts to the cert.icate
holder in lieu d such endorsamert(s}.
DISCLAIMER
The Cert.icate d Insurance on lhe l8Yelllll side d this foon does net conslitL.te a corImct between
the issuing insUl8l( s), aL.thorized _sertalive or producer, and the certlicste holder, nor does i
affimlalNely or negatively amend, extend or aler the covemge afforded by the policies listed thereon.
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