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AGREEMENT WITH SUSAN CASE, INC.
TO PROVIDE PUBLIC NOTICE PACKAGES
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HIS AGREEMENT is made and entered into on this l3th day of March, 2019 by and between
Susan Case, Inc., a California corporation ("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 ("City").
RECITALS
A. The City desires to retain a consultant having special skill and knowledge in the field of
providing outreach services to transmit notice packages for community property owners
and occupants regarding the City's general plan.
B. Consultant represents that Consultant is able and willing to provide such services to the
City,
C. In undertaking the performance of this Agreement, Consultant represents that it is
knowledgeable in its field and that any services performed by Consultant 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
a. Consultant shall perform during the term of this Agreement, the tasks and obligations
including all labor, materials, tools, equipment, and incidental customary work required
to fully and adequately complete the services described and set forth in Exhibit A,
attached hereto and incorporated by reference.
b. City shall also notify Consultant to request a proposal, quote or scope of work to
perform additional services for the City related to the services noted in Recital A. The
City shall provide the Consultant with written confirmation of its acceptance of the
proposed services by the Consultant. Upon City's acceptance of the proposed work,
the new or subsequent proposal, quote or scope of work shall be incorporated by
reference to this Agreement and included with Exhibit A.
2. COMPENSATION
a. City agrees to pay, and Consultant agrees to accept as total payment for its services for
City, the rates and charges identified in Exhibit A. The total amount to be expended
under this Agreement shall not exceed $5,000.
b. Payment by City shall be made within forty-five (45) days following receipt of proper
invoice evidencing work performed, subject to City accounting procedures. Payment
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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 first written above and continue through June
30, 2020, unless terminated earlier in accordance with Section 15, below.
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. OWNERSHIP OF MATERIALS
This Agreement creates a non-exclusive and perpetual license for City to copy, use,
modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property
embodied in plans, specifications, studies, drawings, estimates, and other documents or works of
authorship fixed in any tangible medium of expression, including but not limited to, physical
drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or
caused to be prepared by Consultant under this Agreement ("Documents & Data"), Consultant
shall require all subcontractors to agree in writing that City is granted a non-exclusive and
perpetual license for any Documents & Data the subcontractor prepares under this Agreement.
Consultant represents and warrants that Consultant has the legal right to license any and all
Documents & Data. Consultant makes no such representation and warranty in regard to
Documents & Data which were provided to Consultant by the City. City shall not be limited in
any way in its use of the Documents and Data at any time, provided that any such use not within
the purposes intended by this Agreement shall be at City's sole risk.
6. INDEMNIFICATION
Consultant agrees to defend, and shall 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
negligent operations of the Consultant, its subcontractors, agents, employees, or other persons
acting on its 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
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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. Notwithstanding the foregoing,
to the extent Consultant'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 Consultant.
INTELLECTUAL PROPERTY INDEMNIFICATION
Consultant 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 patent, trademark, or copyright infringement, including costs, contained in the work product
or documents provided by Consultant to the City pursuant to this Agreement.
8. RECORDS
Consultant shall keep records and invoices in connection with the work to be performed
under this Agreement. Consultant shall maintain complete and accurate records with respect to
the costs incurred under this Agreement and any services, expenditures, and disbursements
charged to the City for a minimum period of three (3) years, or for any longer period required by
law, from the date of final payment to Consultant under this Agreement. All such records and
invoices shall be clearly identifiable. Consultant shall allow a representative of the City to
examine, audit, and make transcripts or copies of such records and any other documents created
pursuant to this Agreement during regular business hours. Consultant shall allow inspection of all
work, data, documents, proceedings, and activities related to this Agreement for a period of three
(3) years from the date of final payment to Consultant under this Agreement.
9. 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. "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
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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.
10. 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.
11. NON-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.
12. 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. 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 or 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.
13. 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.
14. TERMINATION
This Agreement may be terminated by the City 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:
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a. As a condition of such payment, the Executive Director may require Consultant to
deliver to the City all work product(s) 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.
15. WAIVER
No waiver of breach, failure of any condition, or any right or remedy contained in or
granted by the provisions of this Agreement shall be effective unless it is in writing and signed by
the party waiving the breach, failure, right or remedy. No waiver of any breach, failure or right, or
remedy shall be deemed a waiver of any other breach, failure, right or remedy, whether or not
similar, nor shall any waiver constitute a continuing waiver unless the writing so specifies.
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
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. 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.
18. 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 fax 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
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Santa Ana, CA 92702-1988
Fax: 714-647-6956
With courtesy copies to:
Executive Director,
Planning and Building Agency
City of Santa Ana
20 Civic Center Plaza (M-21)
P.O. Box 1988
Santa Ana, California 92702
Fax: 714-647-5897
To Consultant:
Susan W. Case
Susan Case, Inc.
917 Glenneyre Street
Suite 7
Laguna Beach, CA 92651
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 fax, 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.
19. MISCELLANEOUS PROVISIONS
a. Each undersigned represents and warrants that its signature herein below 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.
[sifmature page to follow]
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Signature page — Susan Case, Inc.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first
above written.
ATTEST:
fear a�
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Norma Mitre
Acting Clerk of the u cil
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APPROVED AS TO FORM:
SONIA R. CARVALHO
City Attorney
Lisa Storck
Assistant City Attorney
RECOMMENDED FOR APPROVAL:
Q ,
Minh Thai
Executive Director
Planning & Building Agency
CITY OF SANTA ANA
Steven Mendoza
Acting City Manager
SUSAN CASE, INC.
Susan W. Case
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EXHIBIT A
SCOPE OF SERVICES
71
MARCH 6 2019
PROPOSAL
Exhibit A
SUSAN W. CASE INC.
Street, Suite 7 — Laguna Beach, CA 92651
PHONE (949) 494-6105
REFERENCE: PUBLIC NOTICING PACKAGE
CITY OF SANTA ANA
5 Study Areas
Provided by City
INCLUDES (for each area)
- Map
o Map showing 500 buffer & focus area
o APN numbers shown on map
o Street names for reference
o Scaled
- Owner Data
o Includes all owners in 500' buffer & focus area
o Formatted fields: Owner Name, Mailing Address and APN
o Provided in excel format
- Occupant Data
o Includes occupant within the 500' buffer and focus area
o Formatted fields: Occupant, Site Address (with apt/ste as applicable)
and APN
o Provided in excel format
- Time -line
o Once approved, data can be emailed within four business days
PROFESSIONAL SERVICES................................................................$2500.00
The methods of payment are as follows:
• Credit Card (Visa/Amex/MC)
• Check Payment
If your agency is paying by check please make the check payable to "Susan W Case" and mailldrop-off at 917
Glenneyre St q7, Laguna Beach CA 92651
Work does not start until payment is received.
SUSAN W. CASE, INC.
or ders@susancaseinc. con?
917 Glenneyre Street, Suite 7 • Laguna Beach, CA 92651
PHONE (949) 494-6105
March 14th 2019
To Whom It May Concern,
Re: (Waiver of Insurance)
Susan Case Inc is requesting to waive the insurance portion of the vendor agreement. Our industry does
not require our company to carry liability insurance to perform our data work.
Susan Case Inc will absolutely under no condition, have any contractor/consultant or employee of the
contractor/consultant operate any vehicle while executing the scope and terms of the contract. Susan
Case Inc and any contractor/consultant will hold the City of Santa Ana harmless if any issue occurs
involving an auto during the scope and term of this contract.
If you have any questions please feel free to call or email us at:
Laura Emerson
Susan Case Inc
(949)494-6105
orders@susancaseinc.com
Director of Operations
Susan Case Inc
917 Glenneyre St #7
Laguna Beach CA 92651
V
Mooradian, Sona
From: Scott-Leistra, Deborah
Sent: Thursday, March 14, 2019 11:07 AM
To: Mooradian, Sona
Cc: McCann, Melanie
Subject: Re: Insurance Waiver Request
Thank you so very much!! I This will be adequate to waive insurance. Please proceed.
Thanks,
Debbie Scott-Leistra
Sent from my Pad
On Mar 14, 2019, at 9:48 AM, Mooradian, Sona <smooradian@santa-ana.org> wrote:
Hi Deborah,
Please see attached the letter you requested from Susan Case related to Insurance waiver.
Thank you.
Sommooradian
Adininistrative Services ]Manager
City of Santa Ana
Planning and Building Agencyp120
20 Civic Center Plaza I Post Office Box 19881 Santa Ana, OA 92702
1°: (714) 667-2712 F: (714) 973-1461
smooradian@santa-ana.org
From: Laura Emerson (mailto:laura@susancaseinc.coml
Sent: Thursday, March 14, 2019 9:33 AM
To: Mooradian, Sona <smooradian@santa-ana.org>; McCann, Melanie <MMcCannpsanta-ana.ore>
Cc: susant7asusancaseinccom
Subject: RE: Insurance Waiver Request
Good morning Sona,
I have attached the requested letter.
Thank you,
Laura Emerson
Susan Case Inc
917 Glenneyre St #7
Laguna Beach CA 92651
Office (949)494-6105
<City of Santa Ana - Insurance Waiver Letter - Susan Case Inc.pdf>
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