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HomeMy WebLinkAboutBAKER, DANIEL 1-2002 p ,.,;,- ;CYi (Ii E : "..:. '-'.\ " :~. Iv;::)," .. "},:..~~:n~?1RES ,. , . .)v' ~ "" ........~ C_,.. ~0? . ~. , ,<.c, ~.,:.: CCLH~CtL l . ,... VI [,,", it: t.t- 30,() '-- _2002-0'3'3 ~ {./:I- , CONSULTANT AGREEMENT THIS AGREEMENT, made and entered into this IO.f\.t day of January, 2002 by and between Daniel Baker, a California sole proprietorship (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") on behalf ofthe Santa Ana Empowerment Zone, a California Nonprofit Benefit Corporation. c-:Pfc~ f"ltJ RECITALS A. The City desires to retain a consultant having special skill and knowledge in visual arts to serve as a visual arts instructor for the Empowerment Zone classes at the Grand Central Art Center. 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 $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 cover activities undertaken starting November 15,2001 and terminate on July I, 2002, 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, .:j 4. INDEPENDENT CONTRACTOR Consultant shall, during the entire term of this Agreement, be construed to be an independent contractor and not an employee ofthe 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. Reserved. b. Reserved. . c. Reserved. d. Reserved. e. Reserved. f. Reserved. 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 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 ofthis 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 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 ofthe City Council City of Santa Ana 20 Civic Center Plaza (M-30) P.O. Box 1988 Santa Ana, California 92702-1988 telefacsimile (714) 647-6956 With courtesy copies to: Santa Ana Empowerment Zone City of Santa Ana 20 Civic Center Plaza (M-21) Santa Ana, California 92702 telefacsimile (714) 647-6580 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: Daniel Baker 35589 Fredrick Street Wildomar, California 92595 telefacsimile Attn: Daniel Baker 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. 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 ofthis Agreement and any attachments hereto, the terms ofthis 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 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 regnlations. 14. JURISDICTION - VENUE This Agreement and all questions relating to its validity, interpretation, performance, and enforcement shall be government 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 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. PATRICIA E. HEALY Clerk of the Council CITYOFS~ ~AM City Manager APPROVED AS TO FORM: JOSEPH W. FL TCHER City At omey , an City Attorney REC MMENDED FOR APPROVAL: . ~LT~ .i """'y;fi-- leI ~f{er Jon 'p" Ribble Executive Director ofthe Parks, Recreation, and Community Services Agency 560-74-1687 Employer ill # or Individual SS # EXHIBIT A From: City of Santa Ana, Parks, Recreation and Community Services Agency, Arts and Culture Division Contract Checklist Legal Capacity: Daniel Baker, sole proprietor Scope: I) Contractee will serve as a visual arts Instructor for Empowerment Zone classes at the Grand Central Art Center. 2) Contractee will direct digital arts instruction. Contractee will be prepared in advance for art classes and have a strong knowledge of the digital art curriculum prior to each class. Contractee will prepare a lesson plan for each class, choose graphics techniques in coordination with the Arts Administrator and teach the class so as to achieve a highly competent performance by the student. A wide array of artistic techniques is to be taught. Terms: November 15, 2001-July 1, 2002 Compensation: $30 per hour. Not to exceed $10,000. Reimbursement for purchase of music, supplies and instructional materials will be allowed and are not to exceed $2,000. Payment: 30 days upon receipt of invoice. 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: 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 from the operations and uses performed by or on behalf of the named insured. 2. With respect to claims arising out ofthe operations and uses performed by or on behalf ofthe 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 '. sant.a ana pres.. 7145714235 . p.2_ . 18:28 FAX 415 D57 2882 AonlUskServlces 1al003 () {;. ,) CERTIFICATE OF INSURANCE-COVERAGE OPTION n SMALL CONSULTANTS PROFESSIONAL LIABILITY PROGRA.l\1 PROOUCER; PUBLIC ENTIIY (ADDITIONAL INSUREo) AON RIsk Servic.., JDc~or North.,n Cnlltornll lllJunn ce Services 199 r.......onl Slt..C, "14DD Saa Fnnc!$co, CA. 94105 BrG INDEPENDENT CrTIES EXCESS POOL City or. Santa Ana 41 486-7000 'NAMED INSURED (EVIDrf HOLDER): ".city of Santa Ana Fmpowetlllent Zone After School Arts Program 20 Civic Center Plaza, N-28 Santa Ana, CA 92702 EVENT INFORMATION: Type: Education Consultants Cl.." 77 . Du~~:_____1/01 - //1/U2 Project Deserlption: Af ter School Arts Program Nom.o[proboa: ~[',w"rm"n; 7.nn.. c'l,..ses p,.em; UUl: BOO . AddJrional Feeund Toxes $26. 0 *See Attached Listing Thls juo certify thalth. Folleios oriru......~..Ii:,tcd l>clow hove b..o Issucd 10 th.ln.surcd nllll10d olIo>'O ~r "'. policy period Indieau:d. Notwithstacding any "''lwremcnt.. tonn. or conditions orany con""c' or oCher do<umeot with respeclto which this certificale n:ay be i..ued <X' may pertain, t!le IoSl1r4r..e afforded by the policIes described herein is subjOClto aU the tonns, exclusions and condirions of JUeh policies. lNSUllANCE CARRIER: EvansCOI1losUt>n.. Comp,ny MASTER POLICY NUMBER: TBD M...STER POLICY DATES, EFFECTIVE: roLY 1.2001 12:01 '.Ill. P.eific Srandud Time POFESSTONAL LIABCLITY APPRO ED AS TO FORlVbellet1l1 A:gregal. Llabilily EXPIRATION; 1UL Y l. 200Z 12:01 a.m. Pccilie S'lll1d3n! Tim. Each OcculTeace LImit 52,000.000 .1:1.000,000 I'e: each project Or colUulting cootraCl Laura She dy Deputy C y Allorney Cov.rage iSl'rlm.o.y and not <o,CrlbUtUl& with l.I1y insuranc. lNlin14;nod by en eddiliono! lmured. 1'he llmilJ of . inslllillee apply separately to eaca event insured by th is poliey l.! iF a separate policy of insurOllce has been Issued for lhalevenl. II is undemoodand oareed that lhe CertiflC~e Holder Is an Additional l!lSureAe5'1"~.a r~~itlji~ a.-i.lin our oCthe activities of the Named In"lred. AS" 01H~R ADDITIONAL INSUlUm OTIiER ADD NAL lNSU Deductible: P<r Claim s 500 a ura Sheedy' Ocputy City Attorney CANCEllATION': Should the .bove dSlenbed policy \>. canceled baf... tho.. . tion dat. tI1tno~ th. issulog com 3l\ will mail 30 d. S written notice to the certifient. 001 r d add' . d. .d. AUTHOIUZED REPRESENTATIVES: DA'fE ISSUED: 7/23/01 .. Instructors to be covered under The New Certificate of Insurance Empowerment Zone After School Classes Revised 2/ t /02 tiwIm ~ Qlw DavsIWk Q!i~ Abdelsayed, Said Lowell, Lincoln Visual Art 3 30 . - . "'__~.I "'--r"'. ^ ..~ 1 lll... Campbell, Tamara Grant Writing Caterina, Amy Grand Central, Assistant Graphic Arts 2 10 Foster, Jeff Grand Central Graphic Arts 2 10 Geiger, Greg Lincoln, Madison, Heninger Music 3 20 Glesne, Kjersti Kidseum Music 1 30 Gonzalez, Laura Ann Heninger Piano 1 20 Lee, David Grand Central, Assistant Graphic Arts 1 10 Madigan, April Lincoln, Madison, Heninger, Davis Theater 4 20 Magee, Peggy K1dseum Dance 1 30 Mills, Michael Kidseum Theater 1 30 Moreno, Marla Mercedes Grand Central Graphic Arts 1 10 Nunes, Jennifer Lincoln, MadIson, Heninger Dance 3 20 PilSR, JaseR GFBRc:t CIAi"sl Qmpl=lie 1''* 1 10 Shaw, Esther Madison, Lincoln, Heninger Visual Art 3 20 Schermer, Janet Madison Piano 1 20 lullani, Margaret ACCESS SRes VIsual Art 4 20 APPROVED AS TO FORM ~,+ Laura Sheedy DeputY CitY Attorney WoNIHr ~1I1npZ-o..