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Home My WebLink AboutEXECUTRAIN 6-2006INSURANCE NOT REQUIRED WORK MAY PROCEED N- 2006 -117 CLERK OF COUNCIL CONSIULTANT AGREEMENT DATE: /a- ie -o.G O: Sr%h k *- THIS AGREEMENT, made and entered into this 1 "da of November, 2006 h and CS. St nek adhcr� y y between Executrain, a California corporation (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" )_ RECITALS A. The City desires to retain a consultant having special skill and knowledge in the field of computer 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 perforated 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: SCOPE OF SERVICES Consultant shall provide up to twelve (12) computer training sessions for the City Manager 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, $125.00 per one -hour session. The total sum to be expended tinder this Agreement shall not exceed $1500.00 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 June 30, 2001, unless terminated earlier in accordance with Section 12, below. The term of this Agreement may be extended upon a writing executed by the City Manager 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, of 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. Due to the nature of services provided, general liability insurance is not required. b. 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. G. INDEMNIFICATION Consultant agrees to and shall indemnify and hold harmless the City. its officers, agents, employees, consultants, special counsel, and representatives from liability or 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. 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 shal I 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. 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 1'o Consultant: ExecuTrain 18818 Teller Avenue, Suite 160 Irvine. California 92612 A party may change its address by giving notice in writing to the other party. Thereafter, any communication shall be addressed and transmitted to the new address. 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. hot 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 w ittcn, 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. "['he 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. It. 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 ['his 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 lads 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 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. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. A "f "PEST: CITY OF SANTA ANA PAIRICIA E. HEALY DAVID N. REA Clerk ofthe Council City Manager APPROVED AS TO FORM: y �' OSEPH W. FLETC11FR City Attorney EXECUTRAIN RECOMMENDED FOR APPROVAL: + w — NATHA>&SPICER IQUE J. ALVA (Title) Executive Director Personnel Services Tax ID# IN/ ExecuTrain An AIM Training Solutions Company Custom PC Foundations with Windows XP /Office 2003 Students will be Introduced to the fundamentals of PC use with Microsoft Windows XP. You will Gain the skills needed to navigate the Windows desktop, use the Control Panel and My Computer and organize files and folders. You will also create and edit simple documents with Word as well as learn the fundamentals of email use with Outlook. Completion of this worse will serve as the PC Fundamentals [Wndows rile Management prerequisite for other application courses. Students do not need to have prior computer experience hurt use of a keyboard and /or the mouse is very helpful. Course Description WORKING WITH COMPUTERS • Working with Computers • Introducing Your Hardware & Software • Working with Memory • Connecting Hardware • Working with the Keyboard & the Mouse • Working with Printers • Working with Disk Drives 0 Working with Multimedia Devices LEARNING THE BASICS 0 Starting Windows XP 0 Working with the Windows XP Desktop • Using the Mouse • Closing a Window • Working with the Start Menu • Using Menu Commands • Using a Dialog Box • Viewing Computer Resources • Using the Help and Support Center EXPLORING WINDOW FEATURES o Working with Window Sizes 0 Minimizing and Restoring Wmdows • Restoring Down and Maximizing Windows o Moving a Window o Chanying a Window's Size and Shape o Scrolling Open Windows • Switching between Open W ri • Showing the Desktop • Cascading Open Windows • Tiling Open Windows • Using Grouped Taskber Buttons USING MY COMPUTER o Working with Files and Folders 0 l tiding and Displaying a Window Toolbar • Using the Back and Forward Buttons o Changing Views in a Window o Using the Folders List • Using Windows Explorer • Formatting a Diskette 800 305 -3855 ORGANIZING FILES AND FOLDERS Using the Common Tasks Pane • Selecting Multiple Items • Renaming a Folder or File • Creating a New Folder • Copying /Moving Files and Folders • Working with Shortcuts • Deleting Files, Folders, or Shortcuts • Using the Undo Feature • Restoring Items from the Recycle Bin USING MICROSOFT WORD • Entering Text into a Document • Selecting Text • Formatting Characters • Aligning Paragraphs • Previewing a Document r. Printing a Document o Creating a Document Based on a Template GETTING STARTED WITH INTERNET EXPLORER o Starting Internet Explorer o Entering URLS in the Address Bar o Using Hyperlinks to Open Other Web Pages o Navigating Web Pages o Returning to Your Designated Home Page USING SHUTDOWN OPTIONS • Switching Users • Closing a Locked Program • Restarting Your Computer • Shutting Down with the Start Menu www. ExecuTramWest.com EXHIBIT q