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HomeMy WebLinkAboutMARTINEZ, LUIS RAUL 4 - 2014ON 0 CONSULTANT AGREEMENT A-2014-142 THIS AGREEMENT, made acid entered into this 1st day of July, 2014 by and between Luis katal Martinez (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 sldll and knowledge in the field of counseling and/or instructional services encompassing the fields of anger management, stress reduction, conflict management/resolution, domestic violence avoidance, chemical dependency, life skills/family issues and community resources to the inmates housed at the Santa Ana City Jail. B. Consultant represents that he is able and willing to provide such services to the City. C. In undertaking the performance of this Agreement, Consultant represents that he is knowledgeable in his field, and that any services performed by Consultant tinder this Agrecmont will be performed in compliance with such standards as may reasonably be expected from. a professional consulting firm in the field. NOW TIIEREEORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows: I. SCOPE OF SERVICES Consultant and City shall perform those services as set forth in Exhibit A to this Agreement which include counseling and/or instructional services to inmates in,(he areas of anger management, stress reduction, conflict managemcnt/resolution, domestic violence avoidance, chemical dependency, life skills/family issues and community resources, 2. COMPENSATION a. City agrees to pay, and Consultant agrees to accept as total payment for services an hourly rate of thirty seven dollars ($37.00) for all scheduled instructional and counseling sessions. The total sura to be, expended shall not exceed $75,000 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 shalt commence on the date first written above and terminate on June 30, 2017 unless terminated earlier in accordance with Section 12, below. 4. INDEPENDENT CONTRACTOR Consultant shall, during the entire tern 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 maturer 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. Business 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. b. Worker's Compensation Insurance. In accordance with the provisions of Section 3700 0£ 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, c. If Consultant is or employs a licensed professional such as an architect or engineer: Professional liability (errors and omissions) insurance, with a combined single limit of not less than $1,000,000 per claim. d. The following requirements apply to the insurance to be provided by Consultant pursuant to this section: (i) Consultant shall maintain all insurance required above in full force and effect for the entire period covered by this Agreement. (ii) Certificates of insurance shall be furnished to the City upon execution of this Agreement and shall be approved in form by the City Attorney. (iii) Certificates and policies shall state that the policies shall not be canceled or reduced in coverage or changed in any other material aspect without thirty (30) days prior written notice to the City. e. If Consultant fails or refuses to produce or maintain the insurance required by this section or fails or refuses to furnish the City with required proof that insurance has been procured and is in force and paid for, the City shall have the right, at the City's election, to forthwith terminate this Agreement. Such termination shall not affect Consultant's right to be paid for its time and materials expended prior to notification of termination. Cousuhant waives the right to receive compensation and agrees to indemnify the City for any work performed prior to approval of insurance by the City. 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 death, 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 clue 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. CONFIDENTIALITY If Consultant receives from the City information which clue 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 infonnation, but also information transferred orally, visually, electronically, or by other means, Confidential information disclosed to either panty 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 of the City Council City of Santa Ana 20 Civic Center Plaza (M-30) P.O. Box 1988 Santa Ana, CA 92702-1988 Fax 714- 647.6956 With courtesy copies to: and Santa Ana City Jail — Support Manager of Jail Operations City of Santa Ana 20 Civic Center Plaza M-88 P.O. Box 1988 Santa Ana, California 92702 Fax 714-647-8116 City Attorney City of Santa Ana 20 Civic Center Plaza (M-29) P.O. Box 1988 Santa Ana, California 92702 Fax 714-647-6515 To Consultant: Luis Martinez 300 West 2°d Street, 4201 Santa Ana, CA 92701 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 telefacsitnile, 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 instnunent 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 is not embodied herein. 11. ASSIGNMENT Inasmuch as this Agreement is untended 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 with or without cause 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 City Manager 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 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, ternnination 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, pewits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and reg dations 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 Hilly, 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: MARIA D, HUT7.AR Cleric of the Council APPROVED AS TO FORl1d: SONIA R. CARVALHO City Attorney 13 J p Str a sistant City Attorney RECO�NUs F' PROVAL; CARLOSROJAS Chief of police CITY OF SANTA ANAf VID AZOS City Manager CONSULTANT I,Klis k111 Martinez EXHIBIT A SCOPE OF SERVICES 1. CITY'S Responsibilities: The CITY shall provide the following assistance to CONSULTANT: a. Identify a contact person who shall be responsible for scheduling and coordinating the services to be provided by CONSULTANT. The subject matter, the number of hours and the scheduling of hours shall be at the sole discretion of the CITY. b. Schedule and record CONSULTANT'S time worked during meetings, instruction and counseling sessions. c. Provide an adequate facility that will allow CONSULTANT to perform the services required under this agreement in an efficient and timely manner. d. Provide prompt notice to the CONSULTANT whenever the CITY observes or otherwise becomes aware of any defect in the services provided under the terms of the agreement. 2. CONSULTANT'S Responsibilities: CONSULTANT shall provide the following services to CITY: a. Deliver instructional and/or counseling services in the following program areas to selected inmates: (1) anger management (2) stress reduction (3) conflict management/resolution (4) domestic violence (5) chemical dependency (6) life skills/family issues (7) community resources b. Coordinate with CITY staff to facilitate delivery of program material. c. Collect specific diagnostic and statistical information regarding inmates in attendance and program material. d. Assign inmates tasks to perform and goals to reaeh in relation to the program material. e, Provide inmates in attendance with referrals to other agencies and community resources that can provide additional instruction and/or counseling as follow-up to the program material already delivered. f$0 H I SCOX The following is a guide to your General Liability policy. We have identified several key coverage items along with the limits and deductibles you have selected. To make it easier, we have also added a brief explanation of those items. We want you to feel confident about your new policy. If any of the information below is incorrect or if you have any questions, please contact one of our advisors at 888-202-3007 (Mon -Fri, 8am-10pm EST) or send us an e-mail at contact@hiscox.com. Name:-. -. Luis Martinez Business Name: Luis Martinez Address: 62 Civic Center Plaza Email address: PO Box 1981 City: Santa Ana State: - CA Zip code: 92703 Occupation: Substance abuse counseling Telephone number: 714-469-4011 Email address: LMARTINEZ@OCHCA.COM © Hiscox Inc. 2010 Page 1 :urrence limit $ 1,000,000 1..—. II nrni f-, SII A.- 4n educe this 'i limit. aggregate limit - $ 2,000,000 it we will pay for all damages and medical expenses for the clicy. Defense costs we incur, in the defense of a lawsuit Inst you will not reduce this limit. to premises rentedto you $ 100,000 any one premises you area home-based business 1edical expenses $ 5,000 any one person 'he most we will pay for all medical expenses sustained by any one erson. lersonal and advertising injury limit _ $ 1,000,000 any one person 'he most we will pay for all personal and advertising injury or organization e.g., libel, slander) sustained by any one person or';organization. Ieductible No deductible What does my General Liability Policy cover? For a summary showing examples of what you are and are not covered for, please read the Coverage Summary document. This guide does not modify the terms and conditions of your policy, which are contained in your policy documents, nor does it imply any claim is covered or not covered. We recommend that you read your policy documents to learn the details of your coverage. © Hiscox Inc. 2010 Page 2 Reinventing Small Business Insurance'" General Liability Insurance Health, Beauty and Wellbeing Professionals We want you to understand the Hiscox General Liability coverage. This summary explains the main areas of coverage and exclusions. If you have any questions about your coverage, please contact one of our advisors at 888-202-3007 (Mon -Fri, 8am-10pm EST) or via e-mail at contact@h1scox.com. Coverage summaries, descriptions, and claims examples are provided for illustrative purposes only and are subject to the applicable policy limits, deductibles, exclusions, terms, and conditions. Not all insurance products and services are available in all states. Hiscox recommends you read the policy documents to learn the full details of coverage. Underwritten by Hiscox Insurance Company Inc., 233 North Michigan Avenue, Suite 1840, Chicago, IL 60601, as administered by Hiscox Inc., a licensed insurance provider in all states and DC. CAeo HIJCOX HISCOX INSURANCE COMPANY INC. (A Stock Company) 233 North Michigan Avenue, Suite 1840 Chicago Illinois 60601 Certificate of Commercial General Liability Insurance This certificate is issued for informational purposes only. It certifies that the policies listed in this document have been issued to the Named Insured. It does not grant any rights to any party nor can it be used, in any way, to modify coverage provided by such policies. Alteration of this certificate does not change the terms, exclusions or conditions of such policies. Coverage is subject to the provisions of the policies, including any exclusions or conditions, regardless of the provisions of any other contract, such as between the certificate holder and the Named Insured. The limits shown below are the limits provided at the policy inception. Subsequent paid claims may reduce these limits. Named Insured: Insurer Name: Policy Number: Type of Coverage: Policy Effective Date: Limits of Insurance Each Occurrence: Luis Martinez Hiscox Insurance Company Inc. UDC -1473612 -CGL -14 Occurrence July 16, 2014 Policy Expiration Date: July 16, 2015 Damage to Premises Rented to You: Medical Expense: Personal &Advertising Injury: General Aggregate: Products/Completed Operations Aggregate: General Aggregate Limit applies per: $ 1,000,000 $ 100,000 Any one premises $ 5,000 Any one person Is 1,000,000 $ 2,000,000 Products -completed operations are subject to the General Aggregate Limit Policy Description of Endorsements/Special Provisions Not applicable Authorized Representative July 17, 2014 Date APPROVED AS TO Fr Laura A. Rossini Assistant City Attorney CG DS 01 01 10 Includes copyrighted material of Insurance Services Office, Inc., with Page 1 its permission. © ISO Properties, Inc., 2000 ACOR[?� CERTIFICATE OF LIABILITY INSURANCE DATE(MMIDOIYYYY) 11/04/2015 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(les) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME: Hiscox Inc. d/b/a/ Hiscox Insurance Agency in CA ANCNE (888) 202-3007 ID No 520 Madison Avenue ADDRESS: contact@hiscox.com INSURER(S) AFFORDING COVERAGE NAIC# 32nd Floor INSURER A: Hiscox Insurance Company Inc 10200 New York, NY 10022 INSURED INSURER B, INSURER C: Luis Martinez INSURER D: 62 Civic Center Plaza INSURER E: PO Box 1981 Santa Ana N,a2)1A-142. CA 92703 INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER' THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR rypE OF ADDLSUBR POLICY NUMBER POLICY EFF MMIDDAfYYY POLICY EXP MMIDDIYYVY LIMITS A X COMMERCIAL GENERAL LIABILITY CLAIMS -MADE � OCCUR UDC -1654609 -CGL -15 11/04/2015 11/04/2016 EACH OCCURRENCE $ 1,000,000 DAMAGE IU RENTED PREMISES Ee occurrence $ 100,000 MED EXP (Any one person) S 5,000 PERSONALxADV INJURY $ 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: X POLICY [:�] JECT [:] LOC OTHER' GENERALAGGREGATE $ 2,000,000 PRODUCTS - COMPIOP AGG s SIT Gen. Agg. $ AUTOMOBILE LIABILITY ANY AUTO ALL OWNED SCHEDULED AUTOS AUTOS NON -OWNED HIRED AUTOS AUTOS COMBINED SINGLE LIMIT $ Ea accident) BODILY INJURY (Par person) $ BODILY INJURY (Per accident) $ PROPERTY DAMAGE $ Par accident UMBRELLA LIAR EXCESS LIAB OCCUR CLAIMS -MADE EACH OCCURRENCE $ AGGREGATE $ DEO RETENTION$ $ WORKERS COMPENSATION AND EMPLOYERS' LIABILITY YIN ANYPROPRIETORIPARTNERIEXECUTIVE ❑ OFFICERIM EMBER EXCLUDED? (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below NIA PER OTH- STATUTE ER E.L. EACH ACCIDENT $ E.L. DISEASE - EA EMPLOYEE $ E.L. DISEASE -POLICY LIMIT $ DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101, AdditionalRemarks Schedule, maybe attached if more space is requiretl) CERTIFICATE HOLDER CANCELLATION (D1988.2014 ACORD CORPORATION. All rights reserved. ACORD 25 (2014/01) The ACORD name and logo are registered marks of ACORD SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE (D1988.2014 ACORD CORPORATION. All rights reserved. ACORD 25 (2014/01) The ACORD name and logo are registered marks of ACORD A-2014-142 HISCOX INSURANCE, COMPANY INC. (A Stock Company) 104 South Michigan Avenue, Suite 600 Chicago Illinois 60603 Jill I 1 1111111 111! 1 H IIIJ In return for the payment of the premium, and subject to all the terms of this Policy, we agree with you to provide the insurance as stated in this Policy. Policy No.: UDC -1654609 -CGL -16 Renewal of: UDC -1654609 -CGL -15 Named Insured-, Address: Policy period: Form of Business: Each Occurrence Limit: Luis Martinez 62 Civic Center Plaza PO Box 1981 Santa Ana, CA 92703 From: November 04, 2016 1 To: I November 04, 2017 At 12:01 A.M. (Standard Time) at the address shown above. Damage to Premises Rented to You Limit: Medical Expense J Personal & Advertising Injury Limit: General Aggregate Limit: Prod ucts/C o m pleted Operations Aggregate Limit: Supplemental Business Personal Property Floater Coverage Limit: Supplemental Business Personal Property Floater Coverage Deductible: All Premises You Own, Rent or Occupy Premises Number: 1 1 Address: Total Premium: Attachments: Ind iviclual/Sole Proprietor $ 1,000,000 $ 100,000 Any one premises $5,000 Any one person $1,000,000 Any one person or organization $2,000,000 Products -completed operations are subject to the General Aggregate Limit $0 Not Applicable 62 Civic Center Plaza PO Box 1981 $350,00 I See attached Forms and Endorsements Schedule. I CG,L D001 01 10 Includes copyrighted material of Insurance Services Office, Inc.. with Page 1 its permission. @ ISO Properties, Inc., 2000