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HomeMy WebLinkAboutPLACENCIA, MOISES 1 - 2017City of Santa Ana Clerk of the Council coT Office Use Only AGREEMENT TERMINATION FORM Please complete this form in its entirety when the attached agreement and all amendments (if any) are no longer in effect. City of Santa Ana Note: If your agreement is grant related, please ensure that all grant retention requirements I , ZC�, have been satisfied prior to signing the termination form. `-"� C Is the agreement(s)apermanent record? Yes _ No Clerk of the Council Return form to the Clerk of the Council Office (M-30). Call 647-1520 if you have any questions. The agreement with `\�\ l R1 C-�C k YlCW�-- No. N-2017-261 was completed on S!6 ao and final payment has been made. (List all amendments. Use space below if needed.) Department: ? t v" Phone/Ext.: Signature: Date: 91�63jaQ Iq. Revised: 10.18-16 mxd e�w W8 N-2417-261 JNSJit$rtz. ,.. i' 4Ji O FILE WORK NOT PROCEED CLERK OF COUNCIL, AGREEMENT TO PROVIDE CONSULTING SERVICES DATE. MEMORIES OF ]MIGRATION PROJECT i y Q9" This agreement is made and entered into this 9th day of November, 2017 by and between Moises PTaceneia ("Contractor") and the City of Santa Ana, a charter city and municipal corporation a organized and existing under the Constitution and laws of the State of California ("City"). O RECITALS A. The City desires to retain a contractor having special skill and knowledge in the field Consulting services for the "Semillas de Santa Ana" Film for the Memories of Migration Project ("Event'). S. The City, as a recipient and grantee of the 2014 Federal Institute of Museum and Library Services (IMLS) National Leadership Grant Program, desires to enter this Agreement with the Contractor to perform these services in furtherance of the Event. The City and the work product for the Event are subject to the General Terns and Conditions for IMLS Discretionary Awards ("IMLS Terms and Conditions") which can be found at: ht1),Hwww i, niII- gov/asaetsll/a,sscurt, er/ tc 0414•rdf C. Contractor represents that it is able and willing to provide such services to the City. D. 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 finn in the field. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to tine terms and conditions hereinafter set forth, the parties agree as follows: SCOPE OF SERVICES Contractor shall provide consulting services for City Event as set forth in the scope of services attached and incorporated as Exhibit A. 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 suns to be expended under this Agreement shall not exceed Five Hundred Dollars ($500.00) for the term of this agreement. b. Payment by City shall be made within thirty (00) days following receipt of an invoice outlining services provided pursuant to this Agreement and, 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. Page 1 of 8 3. TERM This Agreement shall commence on the date stated above and terminate on August 31, 2018, unless terminated earlier in accordance with Section 14,'below. 4. INDEPENDENT CONTRACTOR Contractor shall, during the entire teen 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 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. INTELLECTUAL PROPERTY RIGHTS Contractor agrees and understands that should the Contractor engage in any filming or recording ("Work Product"), in any form or media, of any of the interviewees, students or any outside party as to the subject matter of this Agreement, Contractor will submit to the City any recording(s) and the Contractor hereby waives any legal rights to the copyright or ownership of the work product. The work product will be the property of the City, which will provide and upload any works for the Event consistent with the terms of the IMLS Grant. 6. 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. Cornmercial 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. Page 2 of 8 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 famish 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. INDEMNIFICATION Contractor agrees to and shall defend, indemnify and hold harmless the City, its officers, agents, employees, Contractors, 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 terns 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 Agreemment, or asserting that personal injury, darmages, just compensation, restitution, judicial or equitable relief due to personal or property rights arises by reason of the terns of, or effects arising from this Agreement. City may make all reasonable decisions with respect to its representation in any legal proceeding. Notwithstanding 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. 8. INTELLECTUAL PROPERTY INDEMNIFICATION Contractor shall defend and indemnify the City, its officers, agents, representatives, and. employees against any and all liability, including costs, for infringement of any United States' letters Page 3 of 8 patent, trademark, or copyright infringement, including costs, contained in the work product or documents provided by Contractor to the City pursuant to this Agreement. 9. 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; (e) is in rightful possession of the Contractor without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Contractor without reference to information disclosed by the City. 10. 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. 11. 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 mamer 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: 714-571-4221 To Contractor: Moises Placentia 1881 Mitchell Ave., Unit 101 Page 4 of 8 Tustin, CA 92780 Phone: 714 830-9290 Email: moises800�Zmgil.com, 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. 12. 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 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. 13. 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. 14. 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 perfocored by Contractor prior to receipt of such notice of temrination, subject to the following conditions: a. As a condition of such payment, the Executive Director ofParks, Recreation and Comnlurity Services Agency may require Contractor to deliver to the City all work product completed as ofsuch date, and in such case such work product shall be the property of the City carless prohibited bylaw, and Contractor consents to the City's use thereof for such purposes as the City deems appropriate. Page 5 of 8 b. Payment need not be made for work which fails to meet the standard of performance specified in the Recitals of this Agreement. 15. 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 arnd shall comply with all applicable federal, state and local laws and regulations. 16, 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. 17. PROFESSIONAL LICENSES Contractor 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, 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. 18. LIVE SCAN BACKGROUND CI3ECI{ Contractor, and any employees, subcontractors or substitutes, in contract with minors under eighteen (18) years of age shall arrange for and submit to a. Live Scan electronic background check for criminal history available through the California Department of Justice as a condition of this Agreement and provide proof of compliance prior to performing services hereunder. 19. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective p<ulies to each of the terms of this Agreement, and shall indemnify City frilly, including reasonable costs and attoriey'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 filly set forth in the body of this Agreement. Page 6of8 N-2017-261 IN WITNESS WHEREOF, the Parties hereto have executed this Agreement the date and year first above written. ATTEST: =� d MARIA D. HUI7_AR (Clerk of the Council APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney pp By: ` � J'X'� Pl . �&AA Z,a _ LAURA A. ROSSINI Senior Assistant City Attorney RECOMMENDED FOR APPROVAL: GERARDO MOUET, Executive Director Parks, Recreation & Commtmitr.Services Agency CITY OF SANTA ANA RAUL GODINE City Manager COTRACTOR: Moises Placenola Page 7 of 8 EXHIBIT A SCOPE OF SERVICES Page 8 of 8 EXHIBIT A DESCRIPTION OF WORK, QTYlHR$ ,Q TP13ICE SUQ TQTAL Item number one: Serve as an advisor to the Teen Community t $500 $5pp Historians for the'Semillas de Santa Ana" film for the Memories of Migration Project. Provide workshops for interviewing techniques, setup and facilitate interviews with local residents, and advise video editors on curating the film narrative. PAYMENTTERMS To be.made payable to Moises Plascencla ADDRESS APPROVED BY NAME FOR—___.__. DATE --- EVANSTON INSURANCE COMPANY CERTIFICATE NO.: 2018-07 CERTIFICATE OF INSURANCE SPECIAL EVENT LIABILITY PROGRAM PRODUCER PUBLIC ENTITY (ADDITIONAL INSURED) Alliant Insurance Services, Inc. in conjunction with City of Santa Ana Apex Insurance Services 20 Civic Center Plaza P. O. Box 6450 Santa Ana, CA 92701 Newport Beach, CA 92658 License No: OC 36861 NAMED INSURED (EVENT HOLDER): EVENT INFORMATION: Moises Placencia TYPE: Various Instructional Classes 1881 Mitchell Ave., Unit 101 N-a0t-7 a(fl DATE(S): 01/13/18 — 3/31/18 Tustin, CA 92780 LOCATION: Garfield Center *Liquor Liability Yes ❑ No Z "Liquor Liability after 12 am ends before 2 am ❑ This is to certify that the insurance policy listed below has been issued to the above insured named (event holder) for the policy period indicated. The insurance described herein is subject to all the terms, exclusions and conditions of such policy(ies) unless amended as described in Special Conditions. INSURANCE CARRIER: Evanston Insurance Company MASTER POLICY NUMBER: SEP41026 MASTER POLICY DATES: EFFECTIVE: JANUARY 1, 2018 EXPIRATION: JANUARY 1, 2019 COMMERCIAL GENERAL LIABILITY OCCURRENCE FORM DEDUCTIBLE: NONE General Aggregate Limit $ 2,000,000 Products & Completed Operations 1,000,000 SPECIAL CONDITIONS: Personal & Advertising Injury 1,000,000 The following endorsements attached to Each Occurrence Limit 1,000,000 the Master Policy do not apply to this Damage To Premises Rented To You (Any One Premises) 100,000 Certificate Of Insurance: Medical Payments (Any One Person) 5,000 MEGL643 Liquor Liability (If purchased) 1,000,000 Optional Limits Purchased ❑ $1,000,00053,000,000 ❑ $2,000,000/$2,000,000 Damage To Property (If purchased) The limits of insurance apply separately to each event insured by this policy as if a separate policy of insurance has been issued for that event. OTHER ADDITIONAL INSUREDS CANCELLATION: Should the above described policy be cancelled before the expiration date thereof, notice willfu+'iMered i accordance the policy ''���i provisions. 1, v rev-U .RcGw`_�Q_-- AUTHORIZED REPRESENTATIVE: DATE ISSUED: December 19, 2017 By Stella Faiardo EVANSTON INSURANCE COMPANY CERTIFICATE NO.: 2018-07 CERTIFICATE OF INSURANCE SPECIAL EVENT LIABILITY PROGRAM PRODUCER PUBLIC ENTITY (ADDITIONAL INSURED) Alliant Insurance Services, Inc. in conjunction with City of Santa Ana Apex Insurance Services 20 Civic Center Plaza P. O. Box 6450 Santa Ana, CA 92701 Newport Beach, CA 92658 License No: OC 36861 NAMED INSURED (EVENT HOLDER): EVENT INFORMATION: Moises Placencia TYPE: Various Instructional Classes 1881 Mitchell Ave., Unit 101 DATE(S): 01/13/18 — 9/30/I8 Tustin, CA 92780 LOCATION: Garfield Center *Liquor Liability Yes ❑ No "Liquor Liability after 12 am ends before 2 am ❑ This is to certify that the insurance policy listed below has been issued to the above insured named (event holder) for the policy period indicated. The insurance described herein is subject to all the terms, exclusions and conditions of such policy(ies) unless amended as described in Special Conditions. INSURANCE CARRIER: Evanston Insurance Company MASTER POLICY NUMBER: SEP41026 MASTER POLICY DATES: EFFECTIVE: JANUARY 1, 2018 EXPIRATION: JANUARY 1, 2019 COMMERCIAL GENERAL LIABILITY OCCURRENCE FORM DEDUCTIBLE: NONE General Aggregate Limit $ 2,000,000 Products & Completed Operations 1,000,000 SPECIAL CONDITIONS: Personal & Advertising Injury 1,000,000 The following endorsements attached to Each Occurrence Limit 1,000,000 the Master Policy do not apply to this Damage To Premises Rented To You (Any One Premises) 100,000 Certificate Of Insurance: Medical Payments (Any One Person) 5,000 MEGL643 Liquor Liability (If purchased) 1,000,000 `I - Optional Limits Purchased ❑❑ d� 7 �I t� �1 �Ji $z,000,00032,000,000 �1' Ve�`e`� Damage To Property (If purchased) Gue�a o The limits of insurance apply separately to each event insured by this policy as if a separate policy of i nce h ee r [ha[ event. OTHER ADDITIONAL INSUREDS Q CANCELLATION: Should the above described policy be cancelled before the expiration date thereof, notice will be delivered in accordance with the policy provisions. f--9— a -ell,_-. AUTHORIZED REPRESENTATIVE: DATE ISSUED: December 19, 2017 By Stella Faiardo / Revised by Briza Morales on 3/13/18 WORKERS' COMPENSATION DECLARATION I 1 6t5IS �ArMV'Uhereby affirm under penalty of perjury, the (Nama'ritle) following declaration I certify on behalf of N(SiS ?\A LA/lnt,I�'\ that during the term of my (consults Ucompany Name) contract for A 5 e/n.+t04services with the City of Santa Ana, I will not employ any person in any manner so as to become subject to the workers' compensation laws of California, and agree that if I should become subject to the workers' compensation provisions of Section 3700 of the Labor Code, I shall forthwith comply with thoseprovisionsand provide proof of workers' compensation coverage. DATE: `' � i6 By: Name: Yv`�IS l 1�SC QV�CIG� Title: 1A �1n� Telephone: C��_�3Q_�1?�(p WARNING: FAILURE TO SECURE WORKERS' COMPENSATION COVERAGE IS UNLAWFUL, AND SHALL SUBJECT AN EMPLOYER TO CRIMINAL PENALTIES AND CIVIL FINES UP TO ONE HUNDRED THOUSAND DOLLARS ($100,000). IN ADDITION TO THE COST OF COMPENSATION, DAMAGES AS PROVIDED FOR IN SECTION 3706 OF THE LABOR CODE, INTEREST, AND ATTORNEY'S FEES.