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HomeMy WebLinkAboutASH & ASSOCIATES 3 - 2002.. _ .......... . City of Santa Ana Clerk of the Council AGREEMENT TERMINATION FORM Please complete this form when the attached agreement and all amendments (if any) are no longer in effect. Return form to the Clerk of the Council Office (M -30). Call 647 -6520 if you have any questions. The agreement with Ash and Associates G 2005 No. N -2002 -140 was completed on 8/31/02 and final payment has been made. (List all amendments. Use space below if needed.) Department: PR Phone /Ext.: Signature: � A) 1 Date: 7/8/14 Revised 08 -23-10 ~, _,;, , :<1 "'''E NOl ON FILE . I u\lIo,t . \. ~l i \J WORK MAY lliil.PROCEEO CLERK OF. COUNCIL OATE: lCJ ~ L <)-0 L- CONSULTANT AGREEMENT ~ " poJt.<; THIS AGREEMENT, made and entered into this t,~j>day of (1)ctcbeR ,2002 'r, by and between Ash and Associates, a sole proprietorship (hereinafter "Consultant"), and \ iV\. 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"). I\I-.?Q 0<,_1. ~O 0,- ~) RECIT ALS A. The City desires to retain a consultant having special skill and knowledge in the field of provided management/supervisor training. 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, the rates and charges identified in Exhibit A. The total sum to be expended under this Agreement, shall not exceed $2,800.00 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 August 31, 2002, unless terminated earlier in accordance with Section 12, below. The parties acknowledge that services have been provided between June 27, 2002 and the date - - . ... ~ .. .' 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. Worker's Compensation Insurance. Reserved. 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 (iii) ~t1Il1ifieJles 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 req uired 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: (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 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 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 oflike 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 oflaw; 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. 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: Executive Director of Parks, Recreation and Community Services City of Santa Ana 20 Civic Center Plaza (M-23) P.O. Box 1988 Santa Ana, California 92702 telefacsimile (714) 571-4235 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: Ash and Associates Robert J. Ash 13361 Prospect Avenue .' Santa Ana, California 92705 Telefacsimile (714) 505-8718 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 excl uded. 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 ofthe 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 ofthe 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 thereoffor 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 ofrace, 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. 14. JURISDICTION - VENUE This Agreement and all questions relating to its validity, interpretation, performance, and enforcement shall 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, 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 her 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 ofthis 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: P A TRI CIA E. HEALY Clerk of the Council APPROVED AS TO FORM: JOSEPH W. FLETCHER City Attorney By: >0l.{AO ~I.iLI Laura Sheedy / Assistant City Attorney RECOMMENDED FOR APPROVAL: . JON "R P" RIBBLE Executive Director of the Parks, Recreation and Community Services Agency CITY OF SANTA ANA ~~ City Manager S7 :J. -a -:;..fn, Employer ID # or Individual SS # , ^ Ash.and Associates Organizational Consulting. ManagementlSupervisorlEmployee Training June 26, 2002 City of Santa Ana Michael V. Lopez, Superintendent of Parks Parks, Recreation and Community Services Agency M23 P. O. Box 1988 Santa Ana, CA 92702 Dear Michael: I propose to present a seminar entitled "Elements Of Supervision II to your Managers and Supervisors. This sixteen hour training seminar would be presented in four-four- hour sessions with dates and times of June 27, 2002, July II, 18, and 25, 2002 from 8:00 a.m. to 12:00 p.m. A copy of the topics in said seminar is attached. I will also provide numerous handouts that pertain to the topics. These handouts would need to be duplicated by your organization for distribution to the Managers/Supervisors. I believe you have copies of these handouts for each session. I will need a white board and/or flip charts during the presentation - the more writing space - the better. Also, I will need an overhead transparency projector. I charge $175.00 per hour for the seminar. Total charge is $2,800.00. I have presented this seminar to several cities/agencies, to include Santa Ana Planning and Building Agency, Orange, Brea, Newport Beach, Superior Court, Orange County SSA and several private companies. City of Santa Ana Continued - Page 2 Ash and Associates is a sole proprietorship and I am the only employee. I do have a million dollars of personal liability insurance and have enclosed a copy of the Declaration Page for your perusal. When I presented the seminars to the Planning and Building Agency, your legal department accepted the personal umbrella insurance to satisfy Section 5 requirement of the Consultant Agreement. I look forward to working with you and presenting an effective seminar for your Managers and Supervisors. If you have any questions, please contact me at the (714) 505-7988 telephone number. RJAlga City Of Santa Ana ELEMENTS OF SUPERVISION A. Introductions 1. Participants 2. This Seminar 3. Seminar Leader B. Discuss problems and concems of participants by asking each person "What do you see as the biggest challenge/problem facing supervisors today?" C. Defme and discuss management and supervision. 1. Difference between private and public organizations 2. Levels of management 3. Various approaches to management/supervision 4. Difference between effectiveness and efficiency D. The task of planning for the supervisor I. Knowing where you are 2. Knowing where you want to go - your objective 3. Knowing how to get there - your plan E. The task of organizing I. The steps in the organizing process 2. Responsibility, authority and accountability . What do the mean? . How do they fit together? . Supervisor's role . What is the difference between authority and power? F. The task of influencing I. What does it mean to be a supervisor? 2. Influencing others through my actions G. Motivation I. Basic theories of motivation 2. Employees are different and have different needs and wants 3. How to motivate and what to use to influence behavior 4. Bum-out and peak-out . What is it and how to prevent it 5. Why people do the things they do .. ELEMENTS OF SUPERVISION - CONTINUED H. Leadership I. Many styles of leadership to choose from 2. Basic leadership theories 3. Situational leadership - a new tool 4. How to lead and manage at the same time 1. Communication 1. Basic communication process 2. What is good communication? 3. The importance of communication for supervisors J. Group dynamicsffeam Building I. Understanding the basic characteristics found in a group 2. Use of power by the supervisor 3. Difference between a group and a team 4. Team member responsibilities 5. Team leader responsibilities 6. When a group becomes a team 7. Phases of team development K. The task of controlling for the supervisor I. How to insure that desired results equal actual results 2. The setting of standards 3. Communicating standards to employees 4. The importance of performance evaluations 5. How to prevent grievances 6. Employee discipline . The importance of . Documentation . Discipline is not a punishment - it is a training or a learning process L. Problem solving 1. Problem solving using the combination approach 2. Obstacles to problem solving 3. Making group decisions 4. Involving the employees in problem solving/decision making 5. What are policies, procedures and rules? M. Wrap-up and summary '. ., .... 1~A..W.a'l'AtCloAJ'lOTltIII: 06/01/02 06/01/03 ""'" '" ~-* INSURED COPY ~~~ RENEWAL DECLARATION OFFER EFFECTIVE 06/01/02 IN THE EVENT PAYMENT IS NOT RECEIVED BY THE DUE DATE NOTED BELOW IN THE STATEMENT OF ACCOUNT, YOUR POLICY BECOMES NULL AND VOID. ErI21stCENTURY INSURANCE m i21.com 1-800-211-SAVE UMBRELLA POLICY DECLARATION PAGE WHEN ATTACHED TO THE ~RSOHAL UMBREU..A POlICy, TtIESE DECl.AAATlON& COMPLfT! 1lIE POUCV AND REP1IIUENT THE ~ STATUS OF ~ c:oveRAGES AN) LMTS OF UAElU1Y ACCXJA:)fG' TO OUR PJECCA)8. PEP 9024260 ROBERT J ASH GERRI ASH 13361 PROSPECT AVE SANTA ANA CA 92105 ... . . . LIMITS OF LIABILITY L. ..... S EACH OCCURRENCE EACH OCCURRENCE S 1,000,000 250.00 . . . . . YP AIlOI1\OHAL CHARGES 20.00 BASIC POUCV PREMIUM' 160.00 YOU AGREE THAT PRIMARY INSURANCE IS IN FORCE AND Will CONTINUE TO BE IN FORCE FOR ALL EXPOSURES COVERED BY THIS POLICY FOR AT LEAST THE LIMITS SHOWN BELOW. , . . . .., .., BODILY INJURY - PROPERTY DAMAGE- BODILY INJURY AND PROPERTY DAMAGE COMBINED $ 100,000 EACH PERSON $ 300,000 EACH OCCURRENCE $ 50,000 EACH OCCURRENCE $ 100,000 EACH OCCURRENCE AUTOMOBILE LIABILITY RECREATIONAL VEHICLE LIABILITY COMPREHENSIVE PERSONAL LIABILITY ________ ADDITIONAL CHARGES -------- AUTOMOBILES 2 10.00 RESIDENCES 1 INCLUDED 1-4 FAMILY RENTALS .00 RECREATIONAL VEHICLES 1 10.00 YOUTHFUL OPERATORS .00 ~~~ REMINDER. All PRIMARY LIMITS MUST BE IN FORCE AS NOTED ABOVE ~~~ l.....>~ 05/02102 A FOR CUSTOMER CARE CALL 1-800-443-3100 Cl~IMS SERVICE PHONE. 1-800-322-8200. _ STATEMENT OF ACCOUNT FOR POLICY 9024260 TOTAL PREMIUM ................ . 180.00 AMOUNT DUE 06/01/02 ........ . 180.00 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 ofliability. 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