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Home My WebLink AboutALVAREZ, RUBEN-2017City of Santa P --a Clerk of the Coui...il AGREEMENT TERMINATION FORM Please complete this form in its entirety when the attached agreement and all amendments (if any) are no longer in effect. Note: If your agreement is grant related, please ensure that all grant retention requirements I have been satisfied prior to signing the termination form. Is the agreement(s) a permanent record? Yes No Return form to the Clerk of the Council Office (M-30). Call 647-1520 if you have any questions. The agreement with COTC Office Use y OF S1, r ER O COUNCIL No. N-2017-043 was completed on S/31 ja0]B- and final payment has been made. (List all amendments. Use space below it needed.) Department: PRr Phone/Ext.: 4!) Signature: Date: Revised: 10-18-16 INSURANCE ON FILE WORK MAY PROCEED WC required if consultant UNTIL INSURANCE EXPIRES N-2017-043 has employees. 2� 03 A.GR ffi 8 PROVIDE ONLINE MARKETING SERVICE � O; PRCS (1) S FOR CITY PRODUCED EVENTS 2017 Silvia Cuevas This agreement is made and entered into this 3rd day of April, 2017 by and between Ruben Alvarez ("Contractor") 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 ("City"). RECITALS A. The City desires to retain a contractor having special skill and knowledge in the field of online marketing services for City produced events ("Event"). B. Contractor represents that it is able and willing to provide such services to the City. C. In undertaking the performance of this Agreement, Contractor represents that it is knowledgeable in its field and that any services performed by Contractor 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: 1. SCOPE OF SERVICES Contractor shall provide online marketing services for City Events as set forth in the scope of services attached and incorporated as Exhibit A. 2. COMPENSATION a. City agrees to pay, and Contractor 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 Twelve Hundred Dollars ($1,200.00) for the term of this agreement. b. Payment by City shall be made within thirty (30) days following full execution of this agreement, 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 stated above and terminate on March 31, 2018, unless terminated earlier in accordance with Section 13, below. 4. INDEPENDENT CONTRACTOR Contractor 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 Contractor performs the services which are Page 1 of 6 the subject matter of this Agreement; however, the services to be provided by Contractor shall be provided in a manner consistent with all applicable standards and regulations governing such services. Contractor 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, Contractor shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below: a. Commercial General Liability Insurance. Contractor shall maintain commercial general liability insurance which shall include, but not be limited to ,protection against claims arising from bodily and personal injury, including death resulting therefrom and damage to property, resulting from any act or occurrence arising out of Contractor's operations in the performance of this Agreement, including, without limitation, acts involving vehicles. The amounts of insurance shall be not less than the following: single limit coverage applying; to bodily and personal injury, including death resulting therefrom, and property damage, in the total amount of $1,000,000 per occurrence, and $2,000,000 in the aggregate. Such insurance shall (a) name the City, its officers, employees, agents, volunteers and representatives as additional insured(s); (b) be primary and not contributory with respect to insurance or self-insurance, programs maintained by the City; and (c) contain standard separation of insureds provisions. b. Worker's Compensation Insurance. In accordance with California State law, Contractor, if Contractor 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, Contractor agrees to obtain and maintain any employer's liability insurance with limits not less than $1,000,000 per accident. c. The following requirements apply to the insurance to be provided by Contractor pursuant to this section: (i) Contractor 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. (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 Contractor 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 effect Contractor's right to be paid for its time and materials expended prior to notification of termination. Contractor waives the right to receive compensation and agrees to indemnify the City for any work performed prior to approval of insurance by the City. Page 2 of 6 6. INDEMNIFICATION Contractor agrees to and shall defend, 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 Contractor 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 texas of, or effects, arising from this Agreement. Contractor 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. Notwithstariding the foregoing, to the extent Contractor's Services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Contractor. 7. CONFIDENTIALITY If Contractor receives from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Contractor 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 Contractor disclosed in a publicly available source; (c) is in -rightful possession of the Contractor without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (c) is independently developed by the Contractor without reference to information disclosed by the City. 8. CONFLICT OF INTEREST CLAUSE Contractor 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, Page 3 of 6 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 facsimile 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 Facsimile: 714-647-6956 Copies to: Parks, Recreation & Community Services Agency City of Santa Ana 20 Civic Center Plaza (M-23) Santa Ana, California 92702 Facsimile: 714-5 71-4221 To Contractor: Ruben Alvarez 1101 W, Walnut Santa Ana, California 92703 Phone. 714-661-9768 sta coru-iected2004 a) ahjo coin 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 facsimile, 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 Contractor regarding the subject matter herein, 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 Contractor. 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 Page 4 of 6 Contractor 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 Contractor, Contractor 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 contractors retained by City. 12. TERMINATION This Agreement may be terminated by the City upon seven (7) days written notice of termination. In such event, Contractor shall be entitled to receive and. the City shall pay Contractor compensation for all services performed. by Contractor 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 Contractor 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 Contractor 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. NON-DISCRIMINATION Contractor 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 or in connection with any activities under this Agreement, Contractor 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 farther 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. Page 5 of 6 15. PROFESSIONAL LICENSES Contractor shall, throughout the term of this Agreement, maintain all necessary licenses, pennits, 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, including without limitation, the California Bureau of Security and Investigative Services, Contractor 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 indeiri nify 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 riot, 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: y _ M-ARIA D° HUI.ZAR H Clerk of the Council APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney JO .FUNK, Assistant City Attorney CITE' OF SANTA ANA ROBERT C. CORTEZ DEPUTY CITY MANAGER RECOMMENDED FOR APPROVAL; CO R: J'EANNIE RJR.ADO, Acting Executive Director BEN ALVAREZ — Parks, Recreation & Community Services Agency Page 6 of 6 RUBEN ALVAREZ 11 '� $ wsdw C T0., City of Sarta Ana Parks and Recreation and Community Service EXHIBIT A J. l Sty) 3' -.: 5._, INVOICE #033117 DATE: MARCH 31, 2017 FOR; E-blast marketing for City Sponsored Events DESCRIPTION I AMOUNT Advertising for one year April 2017 to March 2018 on Stay Connected OC-Emerging Markets Network reaching out to over 20,000 persons, businesses, and organizations in central Orange County including Facebook, Linkedln, and Twitter. Weekly advertising For City of Santa Ana Events as developed and presented including Links back to City or RSVP sites, Any events provide by the City will be advertised. Make all checks payable to Ruben Alvarez Tax ID 26-0899161 1101 W. Walnut Santa Ana CA 92703 $1,200.00 TOTAL $1,200.00 Payment is due now. If you have any questions concerning this invoice, contact Ruben Alvarez at stayconnected2004(a>yahoo.com or 714-661-9768 Thank you for your business? OF LIABILITY INSURANCE °57"iCERTIFICATE 0410/201 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER($), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT. If the certificate holder is an ADDITIONAL INSURED, the pollCy(les) must be endorsod. 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). PRGUUCER Eddie Quillares Jr. State Farm Agency 415 N. DCO1dW8y Santa Ana, CA 92701 NAMT: T Eddie QUII(ares PNaNE f arl c iot:7 4. 17a7 a ADDRIRss: eddle eddle Insurance.com INSURGR S AFFORDING COV<?RAaE NAIC if INSURER A: State Farm Fire and Casually Cornoanv 26143 INSURED Ruben Alvarez INSURER8: INSURERC: i]DA Stay Connected QC INSURER D : -- 1101 W Walnut St T Santa Ana, CA 92703 INSURER E : INSURER F o COVERAGES CERTIFICATE NUMBER:75-0450 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, NOTVYITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE 18SUED OR MAY PERTAIN, THE INSURANCE AFFORDED 0Y THE POLICIES DESCRIBED HEREIN 15 SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS, 11 rsR LTR TYPE OF INSURANCE R POLICY NUM@ER POLICY EFF POLICY ExP LIMITS A GENERAL LIABILITY X COMMERCIAL GENERAL LIANUTY CLAIMS -MADE ® CCCUR 92-EVW-381.6 03)2312017 03/23/2018 EACHOCCURRENCE S 1,000,000 PREMISES(Ea occ ace $ 300,000 MED EXP (Any one person) S 5,000 PERSONAL SADVINJURY S 1,000,000 GENERAL AGGREGATE S 2,00D.000 GEN'LAGGREGATELIMIT APPLIES PER: X1 FDLICY PROT LOG PRODUCTS-COMPlDPAGG S 2,000,000 S A€iTQMt]BILE tIAf3ILITY ANY AUTO ALL OWNED SCH15DULE0 AUTOS NON -OWNED HIRED AUTOS AUTOS ❑ ❑ �� Z �i � �+� �/ �� ,!� %, 1 C�OM6INED SIN LE LIM[T e accitlenl _ S BODILY INJURY (Per parsonl.....,5 SODILYINJURY (Pei acctdenl) $ PRCPERTY DAMAG Per accidenf $ S UMBRELLA LIAf3 EXCESS L(AB OCCUR CLAIMS -MADE µ - EACH OCCURRENCE $ AGGREGATES S DED RETENTIONS S WORKERS COMPENSATION AND EMPLOYER$' LIABILITY Y I N ANY PROPRIErORWARTNERIEXECUTiVG 017RCOMEMSER EXCLUDED? (Mandatory in NH) 11 yes, describe under N } A I� IL. .II �( WC 5TA € TORY $ OTH- E.L.EACH ACCIDENT 5 E1, 01SWE - FA EMPLGYEE .,...».".°".".,..,...." S E.L. DISEASE -POLICY LIMIT S n L�J DESCRIPTION OF OPERATIONS f LOCATIONS I VEHICLES (Attach ACORO tef, Additional Remarks Schedule, if more sp ee is required) City of Santa Ana 20 Civic Center Plaza P�0. Box 1988 Santa Ana, CA 92702 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. 10 AC"C5 Cv RATION. All rights reserved. ACORL) Z5 (ZU10/05) I ne AUUKu name ano logo are reg€sTerea mar€cs oT v UUMU IUU 1-+0Q Ij/041U.r Uj-U i•/_U 1c Exhibit B ADDITIONAL INSURED ENDORSEMENT FOR COMMERCIAL GENERAL LIABILITY POLICY Insurance Company: State Farm Insurance This endorsement modifies such insurance as is afforded by the provisions of Policy Number: 92-EVW-381-6 relating to the following: 1) The City of Santa Ana, 20 Civic Center Plaza, Santa Ana, California 92701; its officers, employees, agents and representative are named as additional insureds ("additional insureds") with regard to liability and defense of suits arising from the operations and uses performed by or on behalf of the named insured. 2) With respect to claims arising out of the operations and uses performed by or on behalf of the names insured, such insurance as is afforded by this policy is primary and is not additional to or to contributing with any other insurance carried by or for the benefit of the additional insured. 3) This insurance applies separately to each insured against whom claim is or suit is brought except with respect to the company's limit of liability. This inclusion of any person or organization as an insured shall not affect any right which is such person or organization would have as claimant if not so included. 4) With respect to the additional insured, this insurance shall not be cancelled, or materially reduced in coverage or limits except after thirty (30) written notice has been given to the City of Santa Ana, 20 Civic Center Plaza, Santa Ana, California 92701. Effective April 07, 2017 this endorsement form as a part of Policy Number: 92-EV W-381-6 Issued to Ruben Alvarez DBA Stay Connected 1101 W Walnut St. Santa Ana, CA 92703 Countersigned by Authorized Representative