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HomeMy WebLinkAboutGONZALES, MARY C. 1-2009INSURANCE ON FILE N-2009-102 WORK MAY PROCEED UNTIL INSURANCE EXPIRES CLERK OF COUNCIL CONSULTANT AGREEMENT DATE: .~ x' S C=~ ~ ~, ~ ,,: ~ ' ~' ~ ti ' C`` ~ THIS AGREEMENT made and entered into this 11 th day of August, 2009 by and l e. r ~ ~ ~~~= between Mary C. Gonzales, an individual (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 to perform enterprise consulting services for the Public Works Agency. B. Consultant represents that Consultant is able and willing to provide such services to the City. C. Consultant is an independent contractor who, in rendering services, is to exercise her independent judgment and represents the City only as to the results of her work and not as to the means whereby the work is to be accomplished. 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 provide services as required to assist the Public Works Agency Administrative Division, including research, client outreach, record management and training, at the request of the Executive Director or his designated representative. 2. COMPENSATION a. City agrees to pay, and Consultant agrees to accept as total payment for its services, an hourly fee of $50.00. City will provide office space, computer, telephone and staff support necessary in performance of this Agreement. The total sum to be expended under this Agreement shall not exceed $25,000.00 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 commence on the date set forth above and terminate June 30, 2010, unless terminated earlier in accordance with Section 12, below. The term may be extended upon the approval of the Executive Director of the Public Works Agency. 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 shah 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. Due to the nature of the services provided, Commercial General Liability insurance is not required. b. Automobile liability insurance, or equivalent form, with a combined single limit of not less than $1,000,000 per occurrence. Such insurance shall include coverage for owned, hired and non-owned automobiles. 6. INDEMNIFICATION Consultant agrees to and shall indemnify and hold harmless the City, its officers, agents, employees, consultants, special counsel, and representatives from liability 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 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. 7. CONFIDENTIALITY If Consultant receives from the City information which due to the nature of such information is reasorrabiy 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: City Manager City of Santa Ana 20 Civic Center Plaza (M-31) P.O. Box 1988 Santa Ana, CA 92702-1988 To Consultant: Mary C. Gonzales 36358 Chittam Wood Place Murrieta, CA 92562 A party may change its address by giving notice in writing to the other party. 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. 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 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. i i. 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 either party upon five (5) 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. 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. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: CITY OF SANTA ANA y - ~- Mar, c, ~. hl.c~u.r DAVID N. RE Clerk of the Council City Manager APPROVED AS TO FORM: JOSEPH W.FLETCHER City Attorney BY: ~ ~ ~ ~- ~„ " ~ i i Laui`a Sheedy ~ -~'~ Assistant City Attorne~,.F RECOMII~ENDED FOR f P OVAL ~/ /~~ ~ JAMES G. ROSS Executive Director -Public Works CONSULTANT MARY . G N ALES Tax ID# State Farm Mutual Aut~mobiislnsarance Company sss2s-a-rt' ' x~v rL vOL 900 Otd River Road dECLARATtQNS PAGE 6akersfietd CA 9331 t-0007 NAMEDiNSURED AT2 75-3041-4 N a POLIGY NUMBER V55 4445-601-751 ouzses ___ . __ _..... _ ._ ~ _ __.___. P©LICY PERI00 RUG 11 "2009 to FEB 01 2010 rONZALES, MARY C 3b358 CHI7TAM W00l3 Pt. MURRIETA CA 925b2-4395 S"TATE FARM PAYMENT PLAN NUMBER 0087427812 'AGENT TC1$I'E fLflRES 983t WALT{ER STREET CYPRESS, GA 90630 PHONE: {714}827-5701 or (714}827-5703 DO NOT PAY PREMIUMS SHOWN QN THiS PAGE. SEPARATE STi4TEMEN'T ENCLOSED !F AMOUNT' DUE. YEAfI hSAKE ~ MOt7EL 6C3DY STYkE V>riit~LE ID. Ntt@48E~ ~~ Ci_ASS 2402 FORD EXPLORER SPORT WG iFMZU63E22Z682929 &B3HCVtM SYMBOLS COVERAGES ----- 'PREp111UMS 2002 See policy tar coverage details. FORD A Bodily injurylProj~erty Qamage Lrabdrty $Ib2.15 Limits of Liability Coverage A-Bodily Injury Each Parson, Each ArcidenE $1,000,000 ~1;0G0,000 Limits of Liabrlity-Coverag~ A-Property Damage Each Accident $1,000,0p0 Q500 $500 Deductible Gornprehensive $20.77 G500 $500. Deductible Gtr(lisian $73.08.. R1 CarRental/TravelExpenses $I5.86 Lirni#s of Liability -Gar Reittat Expense Each Day Eactl Occurrence y~~K ~~JV U fr~ninsured Motor Vehicle $14.20 Limits of Lability-U Each Person, Each Accident $so,ooa _ ~so,ooo Ui Uninsr.rred Motor Vehicle Property Damage $1.79 ,Total remium fat AUG 11 ,2049 to FEB Of 2410, -$287.86 Tbis is ngt a bill. ~PGRTAi4'f MESSAGES ~- - - -- - Your policy consists of Phis declarations page, the policy booklet -form 9805A, and anyendorrements 1hatapply, including those rssued to you with any sutxsegi.tent renewal'notice. Replaced polioy number V554445-75H. C Your Total renew}! premium for AUG 01 20fl9 to FEB 01 2010 is $304,83. 7 7 EXCEPTIONS AND ENDORSEMENTS {See individual endarsemdnt for details.} ' F?NANCED- AMERICANFIRST FCtt PO BOX 11048 ORANG CA 92856-8148. '• 6097J.4 LEASED MOTOR VEHICLES ~ADDiTIONAL ~NSURED~-FORD CREDIT TITLING -.TRUST LEASED UC"ICLES POBO:( 90858, MINNEAPOLIS MN 55439-0858.- - 6091J.1 CERTIFiCAT~ OF GllARANTEED RENEWAL. 6127FF AMENDATORY ENDORSEMENT. ~ 6893PP AMENDMENT OF CAR RENTAL AND TRAVEL EXPENSES COVERAGES. ~ 6945A.1 AMENDMENT OF DEFINED WORDS LIABILITY MEDIGAL PAYMENTS _ UNINSURED MOTOR VEHICLE ANt~ PHYSICAL DAMAGE COVERAGES AIVD - CONDITIONS. ~' S ~~~ i ~ Sint`- S~ '~~otne`j n• ~,'.tU1 ~~t,y