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HomeMy WebLinkAboutACOSTA, ROBERT & ASSOCIATES-2009City of Santa Ana Clerk of the Council AGREEMENT TERMINATION Please complete this form when the attached agreement is no longer in effect. Return form to the Clerk of the Council Office (M-30). .~m~ ~a Call 647-6520 if you have any questions. ~ 'rZ/ ('fit .., , ~~, ----------------------------- - - The agreement with ~~~~%W ~"' (~N <'.%~r/ No. ~/ ~ an~9,' d3`T was completed on pQ~J , a,Q , ~,e'~ and final payment has been made. Reased 1207-07 Department: t~l'T '7 Phone/Ext.: ~ S ~ `~ Signature: Date: N-2009-034 ~N~URANCE NOT 0 CEED WORK MAYON~TC.QUNCIL CLERK CONSULTANT AGREEMENT SATE:. ~ - -. THIS AGREEMENT, made and entered into this 3`d day of March, 2009 by and between Robert Acosta & Associates (hereinafter "Consultant"), and the City of Santa Ana, a charter city and municipal corporation organized under the Constitution and laws of the State of California (hereinafter "City"). RECITALS A. Consultant and the Community Redevelopment Agency of the City of Santa Ana entered into an agreement, dated December 1, 2008, whereby Consultant agreed to provide event planning and coordination services for the Santa Sunday event, to be held in Downtown Santa Ana on December 21, 2008, hereinafter `'said Agreement". B. The Parties to said Agreement should have been the City of Santa Ana and Consultant. The City now desires to enter into an agreement for event planning and coordination services for the Santa Sunday event held on December 21, 2008, which shall supersede said Agreement between Consultant and the Santa Ana Community Redevelopment Agency. 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 has provide event planning and coordination services for the Santa Sunday event held on December 21, 2008 in downtown Santa Ana, as set forth in said Agreement, attached hereto as Exhibit A. COMPENSATION a. City agrees to pay, and Consultant agrees to accept as total payment for its services pursuant to said Agreement, a flat fee of $6,000.00, to be paid on execution of this Agreement. b. Consultant represents that he has not been compensated and will not seek additional compensation from the Community Redevelopment Agency of the City of Santa Ana for services related to the Santa Sunday event described above. 3. TERM This Agreement shall commence on the date first written above and terminate on June 30, 2009. 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 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. 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 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 of like importance, but in no event less than reasonable care. 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: Community Development Agency City of Santa Ana 20 Civic Center Plaza (M-30) P.O. Box 1988 Santa Ana, CA 92702-1988 Fax 714- 647-6956 To Consultant: Robert Acosta & Associates 10. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City, Consultant, and the Community Redevelopment Agency of the City of Santa Ana, 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 Agency 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 Agency 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. 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. 13. 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. 14. 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. 15. 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. ATTEST: V ~,~PA RICIA E. EALY Clerk of the Council CITY OF SANTA ANA ~' DAVID N. REA City Manager APPROVED AS TO FORM: JOSEPH W.FLETCHER City Attorney By: ~ ,..,_ ,. , c ~ .~,_c ~ ~_ ~_ ~. Lauf a Sheedy Assistant City Attorney RECOMMENDED FOR APPROVAL ROBERT ACOSTA & ASSOCIATES ROBERT ACOSTA C CYNTHIA J. NE SON Deputy City Manager for Development Services EXHIBIT A SCOPE OF SERVICES Consultant will provide event planning and coordination services for the Santa Sunday Free Toy Giveaway to be held December 21, 2008 in downtown Santa Ana, as follows: 1. Three staff member (Robert Acosta and two employees) will be on site before, during and after the event to assist in setting up, coordination and clean up of the event. 2. Order equipment, including risers, canopies, barricades, porta-potties, stage, photographers, Christmas-themed props and backgrounds, etc. for event, and ensure delivery, set-up, removal and clean-up related to the event. 3. Create and distribute press release and media advisory, including those media outlets specially selected by Agency. 4. Coordination with City of Santa Ana on police, security and other event requirements. 5. City shall pay for equipment rentals, porta-potties, police and other event costs. 6. Complete and file all applications, permits and plot plan for event. City agrees to pay and Consultant agrees to accept, for all services set forth above, a flat fee of $6,000. Consultant acknowledges that the services set forth above are identical to those set forth in the Agreement dated December 1, 2008 between the Agency and Consultant and, by executing this Agreement, releases the Community Redevelopment Agency of the City of Santa Ana (Agency) of any payment obligation related to said services or the Santa Sunday event held December 21, 2008.