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HomeMy WebLinkAboutSAADEH, GEORGE 1 -2006 INSURANCE NOI iiH)UlRLI1 \,NhllY, MI\.'i P'th)I):fJ) CLERK OF COUNCIL D,\TE; .J- 17 - 00 A-2006-019 AGREEMENT BETWEEN THE CITY OF SANTA ANA AND GEORGE J. SAADEH THIS AGREEMENT, made and entered into this (" A day of rehYWtY;i--' 2006 by and between George J. Saadeh, an individual (hereinafter "Contractor"), 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 Contractor having special skill and knowledge in the field of Organizational Management, Internal Affairs, Performance Audits and Homeland Security Grants and Practices. B. Contractor represents that Contractor is able and willing to provide such services to the City. C. In undertaking the performance of this Agreement, Contractor represents that he is knowledgeable in his field and that any services performed by Contractor under this Agreement will be performed in compliance with such standards as may reasonably be expected from a knowledgeable individual 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: I. SCOPE OF SERVICES Contractor shall perform those services as set forth in Exhibit A to this Agreement. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. 2. COMPENSA nON a. City agrees to pay, and Contractor agrees to accept as total payment for his services, the rates and charges identified in Exhibit A ($75 per hour). The total sum to be expended under this Agreement shall not exceed $50,000 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. 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 II, below. The term of this Agreement may be extended for one more year upon a writing executed by the Police Chief and the City Attorney. 4. INDEPENDENT CONTRACTOR Contractor shaH, 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 aHow the City to exercise discretion or control over the professional manner in which Contractor performs the services which are the subject matter of this Agreement; however, the services to be provided by Contractor shaH be provided in a manner consistent with aH applicable standards and regulations governing such services. While fulfilling this agreement, Contractor shall, when appropriate, be provided in the Santa Ana Police Facility with the use of a desk, computer terminal with access to the Santa Ana Police Department IT network, telephone and other office equipment as required and approved by the Chief of Police. Contractor may, with the approval of the Chief of Police, work from remote locations as appropriate, and shall be provided with remote access to the Santa Ana Police Department IT network as required and approved by the Chief of Police. 5. INDEMNIFICATION Contractor agrees to and shall indemnify and hold harmless the City, its officers, agents, employees, Contractors, 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 Contractor or his contractors, subcontractors, agents, employees, or other persons acting on his behalf which relate 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 Independent Contractor Agreement Between George Saadeh and City of Santa Ana Page 2 of8 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. 6. CONFIDENTIALITY If Contractor receives from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Contractor agrees that he shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care he uses to protect his own information of like importance, but in no event less than reasonable care. "Confidential Information" shall include all nonpublic information which is not subject to the Public Records Act. 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 Contractor, disclosed in a publicly available source; (c) is in rightful possession of the Contractor without an obligation of confidentiality; (d) is required to be disclosed by operation oflaw; or (e) is independently developed by the Contractor without reference to information disclosed by the City. 7. CONFLICT OF INTEREST CLAUSE Contractor covenants that he 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: Independent Contractor Agreement Between George Saadeh and City of Santa Ana Page 3 of8 Clerk ofthe City Council City of Santa Ana 20 Civic Center Plaza (M-30) P.O. Box 1988 Santa Ana, CA 92702-1988 Fax: (714) 647-6956 With courtesy copies to: Chief of Police City of Santa Ana 60 Civic Center Plaza (M-97) P.O. Box 1981 Santa Ana, California 92702 and, City Attorney City of Santa Ana 20 Civic Center Plaza (M-29) P.O. Box 1988 Santa Ana, California 92702 Fax (714) 647-6515 To Contractor: George J. Saadeh 37 Altezza Drive Mission Viejo, California 92692 (949) 701-3784 E-mail: gsaadeh@cox.net 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 fax, 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 Independent Contractor Agreement Between George Saadeh and City of Santa Ana Page 4 of8 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 agreement between the City and Contractor, 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 Contractor. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, that terms and conditions hereof, shall not bind or obligate Contractor 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. 10. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Contractor, Contractor 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 Contractors retained by City. 11. TERMINATION This Agreement may be terminated by the City upon thirty (30) days written notice of termination. In such event, Contractor shall be entitled to receive and the City shall pay Contractor compensation for all services performed by Contractor prior to receipt of such notice of termination, subject to the following conditions: a. As a condition of such payment, the Police Chief may require Contractor 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 Contractor consents to the City's use thereoffor such purposes as the City deems appropriate. Independent Contractor Agreement Between George Saadeh and City of Santa Ana Page 5 of8 b. Payment need not be made for work which fails to meet the standard of performance specified in the Recitals of this Agreement. 12. DISCRIMINATION Contractor shaH 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. Contractor affirms that he is an equal opportunity employer and shaH comply with aH applicable federal, state and local laws and regulations. 13. JURISDICTION - VENUE This Agreement and aH questions relating to its validity, interpretation, performance, and enforcement shaH be governed and construed in accordance with the laws of the State of California. 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, shaH 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. 14. PROFESSIONAL LICENSES Contractor 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 aH other governmental agencies. Contractor 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 ofthis Agreement. 15. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that his signature herein below has the power, authority and right to bind the respective parties to each of the terms of this Agreement, and shaH indemnity City fuHy, including reasonable costs and attorney's fees, Independent Contractor Agreement Between George Saadeh and City of Santa Ana Page 6 of8 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: CITY OF SANTA ANA u~;.~)-(t ~ PATRICIA E. HEALY Clerk of the Council J2//p- ~ City Manager APPROVED AS TO FORM: JOSEPH W. FLETCHER City~ By: Co~~ Paula Coleman Assistant City Attorney h.~ l~ lJ-~ Paul M. Walters Chief of Police City of Santa Ana CONTRACTOR /~ George J. Saadeh Contractor RECOMMENDED FOR APPROVAL: Employer ID # or Individual SS # Independent Contractor Agreement Between George Saadeh and City of Santa Ana Page 7 018 EXHIBIT A 1. The scope of service consists ofthe performance of any or all ofthe following: A. Consulting on all aspects of Homeland Security grants, policies, practices and procedures. B. Preparation of, and advising about, Homeland Security grant applications and related addenda. C. Facilitation of meetings and training sessions related to Homeland Security and organizational issues. D. Conducting management audits and internal investigations, as well as consulting about internal investigative practices. E. Consulting about management and performance issues. 2. Payment for such services shall be at the rate of $75.00 per hour, plus expenses, which may be required beyond on-site services at the Santa Ana Police Department, including, but not limited to: A. Out-of-county travel expenses, including airfare, hotels and per diem when required and approved by the Chief of Police. S. In-county tuition or participant fees for seminars, training sessions or other educational events when required and approved by the Chief of Police. C. Copying of documents and production of handouts and grant submission materials. D. Long-distance telephone calls beyond Orange County. 3. Contractor will work as many hours as IS reasonably necessary to fulfill the obligations under this agreement. Independent Contractor Agreement Between George Saadeh and City of Santa Ana Page 8 of8