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Home My WebLink AboutLEE, DAVID MICHAEL 1 - 2002 tf>,:" " ",- F';~~,;,%~"'":~~''t<'x,:: ' ' , , ',-,"~ , _rrL~o7!: ..-'" ~ '. ~t R-s '1..-3J'()"2-- CONSULTANT AGREEMENT . F-~lJ. THIS AGREEMENT, made and entered.into this )a~ day of ~ 2002 by and between David Michael Lee, a sole proprietor, and the City of Santa Ana, a chart city and municipal corporation organized and existing under the Constitution and laws of the State of California (hereinafter "City"). -..--;'-.------...-"-: -:~~:~;-~~~gff}~t~~t?'-: ~-' ,-~ ~'~*~..!* N_2002-G34",-",o.:. O:? RECITALS A. The City desires to retain a consultant having special skill and knowledge in the field of visual and digital arts instruction. 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 undt:r 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 $10,000 during the term of this Agreement. " b. Payment by City shall be made within thirty (30) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures. Payment need not be made for work which fails to meet the standards of performance set forth in the Recitals which may reasonably be expected by City. 3. TERM This Agreement shall commence on the date first written above and temlinate on June 30, 2002, unless terminated earlier in accordance with Section 12, below. The term of this Agreement may be extended upon a writing executed by the Executive Director of Parks, Recr~ation, and Community Services and the City Attorney. ~"~'-1<!;::;:":;:';"~"" --', . ;'. . ---~-~ ..-- ~_. . ~"';:". - . ~::"'..~;1 .~ 1$"'<'" ~t: f.c,;~;::?: . .~ ._<.-- 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 ofthis 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. 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 1 of this Agreement; and (2) from any claim that personal iItiury, 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 ofthe 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 a1\ 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 ofthe 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 andlor proprietary, Consultant agrees that it shall not use or disclose such information except in the performance ofthis 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. Conf\dential 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 liiii;':".'~~i~Jt._...,...~~.~..~,"-.;o.. . ........~f~~~~.,;:.:'~f~<~~;:~'--~~~;I~,..,-..-..;.'::~~~~~~'- . ;.;.~ .';...~:.~;{:~~~.>':-:~:;i ,'- .~ ...: :-. .',-. 1"<"< shall not apply t~ any information that (a) has been disclosed in publicly av~i1able sourc~; (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 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 .:.St."'-'m}'t:.,~;;;::.._.:.... .,..:~~~..;,,:: . ~1}5?~;':. :'-'.-: --. "-:.;~.....:~,'~ ;_~-~"~;~1-~:~:-fjf.'7~~?:tt:.~,;:~~.~~~.-~-~. ...--.- ----;...~;~;;~~:!~~~f'i.T::' . ~., ,".,' , .. i':~~~T~}~~~:;:; . To Consultant: David Michael Lee 125 N. Broadway Santa Ana, CA 92701 (949)533-0028 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 shaIl 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 pU!]loses of calculating these time frames, weekends, federal, state, County or City holidays shaIl 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 ofa conflict between the terms of this 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 anyinterest 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 nuIl 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 termi)1ation. In such event, Consultant shall be entitled to receive and the City shall pay Consultant ~f~~tc h ~~j:y:< "_' u......,.... .I,_'___._______,_-,_.~.~. .....~,>... .,_'_-'-__ .-~_.__--'-'...c..:..:;~...,;.-.......- ";"_,_'C_'.'_~___-,;",_,___--",:,,,~~_,,._. '.-.~~C?tst*l~~;: ~.#ft~~\~~1~~7 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 tI.1e 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 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 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 ofthe terms oftbis Agreement, and shall indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages to City ip. the event that such authority or power is not, in fact, held by the signatory or is withdrawn. < €. b. All Exluoits referenciid herein and attached hereto shalI be incorporated as if fully set forth in the body of this Agreement. , ' .' , . I .. . . IN WITNESS WHEREOF, the pames hereto have executed this Agreement the date and year'" first above written. ATTEST: CITY OF SANTA ANA /------:::? >. ~_t_~ PATRICIA E. HEALY Clerk of the Council 'J ~ City Manager APPROVED AS TO FORM: , . JOSEPH W. FLETCHER City Attorney . t RECOMMENDED FOR APPROVAL: CONSULTANT ~ .' -t(.\Uohn" 'p" Ribble \ . Execut e Director of the Parks, ecreation, and Community Services Agency 568-51-9624 Individual S8 # ".santa ana prcsa -/ 7145714235 p.2 MnR!skServlces @003 c CS CERTIFICATE OF INSURANCE-COVERAGE OPTION n SMALL CONSULT ANTS PROFESSIONAL LIABILITY PROGRA.1\1 PRODUCER: PUBLIC ENTITY (ADDITIONAL INSURED) AON RiskServic",. Jnc..ofNo\1hern Cnllfornll IllJUunce Services 199 Frcmonl Strecl, 111400 Sam Fundseo, CA_ 94105 415) 486-7000 NAMED INSURED (EVEN-; HOLDER): ~.city of Santa Ana Einpollet:1llent Zone After School Arts Program 20 Civic Center Pla~a, H-28 Santa Ana, CA 92702 BIG INDEPENDENT CI1'1.ES EXCESS POOL cttyot. Santa Ana EVENT INFORMATION: T,YpC: Education Consultants C1o.s" 77 Dare(s):_1/01 - 7/1/02 Project nescription: AE ter School Arts Program Nome ofPro!ea: &sr""'PrTnpn; Znnp r.l".ses Premium: 300, Add]rional Fe.nod Ta.~., $26. 0 *See Attached Listing Thl. ;. to certify that tho rollcios otin.l......~.. luted below heve boen is.ued 10 tho j""wed nomod "'0" Ju,lbo JXJlicy period indiCilted. Natwithsbnd~ any reqwrt:ments. terms or conditions orany COtttr'3c! Oc" other drxumeot wIth respeclto which Ihis certificate ttay be umcd or may pertain, the mswar... afforded by the poJicies described herein i, subject 10 aU the torm" exclusions and cOndilions of such policies. Laura She dy Deputy C y Attorney Cov.raee i. prl=.y and not coatrlowing with any in.uranee mtIin14;ned by IllI additional iDsurcd. The limit> or insurance awly sePatlllely /0 ~cb event insured &y this poliey IS if. separate policy of insUl'IIICa has been lswed fortha! event. f( i, undemoodatld aareed chat the Ccrtifur.t. Holder is an AddltionallnsureAttS '(I'Q'fl reJPSCtsf8i.~ a.-l.!in out of the activities of the Namcd In,ured. A.J:' OTU<:RADDITIONAL lNStJlU;O OT!i5R ADD HAL lNSU INSIDlANCE CARRIER: Evanston lo,Ut>nc. Company MASTERPOLlCYNUMBER: TBD l\L\STER POLICY DATES: EFFFCTlVE: rm. y t. 2001 12:0J ..m. Pacific StandmlTIme POFESSIONAL LlABILITY APPRO ED AS TO FORNt.noralA:gregateLlabililY Each Occurrence Limit Deduetible: Per Claim ExPIRATION; IULY 1.200Z 12:01 un. Pacific Standard Tim. S2,OOO.OOO SI.0oo,000 Pe, each proj.c, Or co~uJlin& contract s SOO aura Sheedy Oerllty City Attorney CANCEl LA nON: Should the Ilbove de,cnDed policy be caneel.d bowro tho ex - Irion d2.t. theno( the- issuing com will mall 30 d. $ written noti.. <0 the certUlcale hol d add' . ,eel. AUTHORIZED REPRESENTATIVES: DA'rEISStr.ED: 7/23/01 Instructors to be covered under The New Certificate of Insurance Empowerment Zone After School Classes Revised 2/1102 ~ School Class DavsiWk ClsSz Abdelsayed, Said Lowell, Lincoln Visual Art 3 30 Baker, Daniel Grand Central Graphic Arts 1 10 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 1~.Ca~Iid..," G,r'=llnrf C9rtr~l. il ~~j~bnt ~" ~r~bi1 ARe 1 10 Madigan, April Lincoln, Madison, Heninger, Davis Theater 4 20 Magee, Peggy Kidseum Dance 1 30 Mills, Michael Kidseum Theater 1 30 Moreno, Maria Mercedes Grand Central Graphic Arts 1 10 Nunes, Jennifer Lincoln, Madison, Heninger Dance 3 20 Pih:m, Jasen Grand Central GFaIlAis ,"'Fls 1 10 Shaw, Esther Madison, Lincoln, Heninger Visual Art 3 20 Schermer, Janet Madison Piano 1 20 Zuliani, Margaret ACCESS Sites Visual Art 4 20 APPROVED AS TO FORM La~:d;~Pdy Deputy City Attorney WordIMy t)o;ulMlllVCOIJ&!lp Zone CJ.aes