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HomeMy WebLinkAboutHERSHEY TECHNOLOGIES-2004 N-2004-l4l I;, rEO \. '\ .)' ¡)¡,:«~LF.O ClL:\it ur COUUClL [",i[: (1-30-D't CONSULTANT AGREEMENT c.. : e~tl ('CGìlbl'dI--) THIS AGREEMENT, made and entered into this 1st day of November , 2004 by and between Hershey Technologies, a California corporation (hereinafter "Consultant"), 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") and the Santa Ana Community Redevelopment Agency, a public body, corporate and politic (hereinafter "Agency"). RECITALS A. The City and Agency desire to retain a consultant having special skill and knowledge in the field of developing, distributing and collecting/tabulating customer satisfaction surveys. B. Consultant represents that Consultant is able and willing to provide such services to the City and Agency. 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 Consultant shall perform those services as set forth in Exhibit A to this Agreement. 2. COMPENSATION a. City and Agency agree to pay, and Consultant 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 $20,000.00 during the term of this Agreement. The total $20,000.00 compensation shall be composed of an amount not to exceed $10,000 of City funds and an equal amount, not to exceed $10,000.00, of Agency funds. b. Payment by City and/or Agency shall be made within thirty (30) days following receipt of proper invoice evidencing work performed, subject to City and/or Agency 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 and Agency. 3. TERM This Agreement shall commence on the date first written above and terminate on June 30, 2005, unless terminated earlier in accordance with Section 12, below. The term of this Agreement may be extended upon a writing executed by the Executive Director ofthe Community Development Agency and the City Attorney. 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 or Agency. 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 or Agency 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. INDEMNIFICATION Consultant agrees to and shall indemnify and hold harmless the City, the Agency, their officers, agents, employees, consultants, special counsel, and representatives from liability for personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including health, and claims for property damage, which may arise from the direct 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. 6. CONFIDENTIALITY If Consultant receives from the City or Agency 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 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 or Agency. 2 7. 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. 8. 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 / Agency: Clerk ofthe City Council City of Santa Ana 20 Civic Center Plaza (M-30) P.O. Box 1988 Santa Ana, CA 92702-1988 telefacsimile (714) 647-6956 With courtesy copies to: Community Development Agency of the City of Santa Ana Housing Division 20 Civic Center Plaza (M-37) P.O. Box 1988 Santa Ana, California 92702 telefacsimile (714) 667-2225 and City Attorney City of Santa Ana 20 Civic Center Plaza (M-29) P.O. Box 1988 Santa Ana, California 92702 telefacsimile (714) 647-6515 To Consultant: Hershey Technologies Neal Fischer 4225 Executive Square, Suite 100 La Jolla, California 92037 Telefacsimile (858) 458-9777 A party may change its address by giving notice in writing to the other party. If sent by mail, any notice, tender, demand, delivery, or other communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by telefacsimile, any notice, tender, demand, delivery, or other communication shall be effective or deemed to have been given twenty-four (24) hours after the time set forth on the transmission 3 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. 9. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City, Agency 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, Agency 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 or Agency. 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. 10. 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 or Agency and any such assignment, transfer, delegation or subcontract without the City's or Agency's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's or Agency's ability to have any of the services which are the subject to this Agreement performed by City or Agency personnel or by other consultants retained by those parties. 11. TERMINATION This Agreement may be terminated by the City/Agency upon thirty (30) days written notice of termination. In such event, Consultant shall be entitled to receive and the City/Agency 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 Executive Director may require Consultant to deliver to the City/Agency all work product completed as of such date, and in such case such work product shall be the property of the City/Agency unless prohibited by law, and Consultant consents to the City's/Agency's use thereoffor such purposes as the City/Agency 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. 12. DISCRIMINATION Consultant shall not discriminate because ofrace, 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 4 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. 13. JURISDICTION - VENUE This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. 14. 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 Cityl Agency 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. 15. 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 Cityl Agency fully, including reasonable costs and attorney's fees, for any injuries or damages to Cityl Agency 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. II II II II II II II 5 IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. PATRICIA E. HEAL Clerk of the Council CITY OF SANTA ANA ATTEST: ~~ City Manager APPROVED AS TO FORM: COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF SANTA ANA JOSEPH W. FLETCHER City Attorney By~~aJioo1 Laura Sheedy Assistant City Attorney ewM PA RICIA C. WHITAKER Executive Director CONSULTANT HERSHEY TECHNOLOGIES ~~ %LhfL NEA FISCHER Principal Tax ID # 33 - OC¡] Ljo37 6 .4'Æ«4r Hershey Technologies' Solution Quotation Quote Date: 11/8/2004 This quotation is valid for 30 days Assigned Customer PO# Account Rep: Neal Fischer Phone # 858-458-4222 FAX # 858-458-9777 City of Santa Ana Community Development Agency 20 Civic Center Plaza, Santa Ana, CA 9270 I M-37 (City Hall, 2nd & 3rd Floors) (714) 667-2260 or (714) 667-2200 Shelly Landry -Bayle; Housing Program Coordinator Terry Gilbreth - Housing Program Analyst Project Backgrounder: Develop Survey an automated data collection questionnaire and related support services to provide data related to city housing quality of service and customer satisfaction results. Database and Form Design Services - providing automated data collection and reporting services. One page form supported in three Different languages - English, Spanish, Vietnamese. ~ Projected Population Distribution of Forms: Approx: 24,000 ~ Projected Completed Form Response: 2000 -2500 citizen responses ~ Format: Primarily Paper based collection. ~ Distribution: Paper; PDF Image: WEB print on Demand; A size Laser quality 300 dpi bitonal output; Client responsible for printing of forms. ~ Data Capture: Capture all data via Optical Mark Recognition (OMR); Handprint areas are optional ~ Export: Microsoft Access database (preferred) ~ Image Retention: 30 Days then discard after formal project delivery. ~ Form Capture Technology: Toll Free 800 # Telephone FAX (separate quote) and Hardcopy Scanning; optional WEB Fill and Submit format (English) ~ Enrollment Period: Up to 30 Days to accept forms submitted via an Automated FAX Service and or receipt of hardcopy forms. ~ Unknown participation % Hardcopy vs FAX Services to include but not limited to:, ~ Eform design (3 languages) , Database & Reporting design Services ~ Scanner and Toll Free FAX Server Integration ~ Data Validation Services ~ Image Key Entry service option ~ Project Management Reporting and Data Export (.mdb or .xls format; ASCII CSV) ~ Content Disposal - Image Deletion;- Data Only includes 2 minor revisions. Hershey Technologies 4225 Executive Square Suite 100 La Jolla, CA 92037 0401 Confidential Ph# 800-705- Page I 1118/2004 EXHIBIT A'"" ~ Provision for Scanning Services ~ Data Delivery: Within 7 Days after receipt of all forms. Client respousible for: I. Developing questions and foreign language content. Same form - 3 languages - English, Spanish, Vietnamese Goal would be to use same rating system. a. Design includes initial submission plus two (2) minor changes. b. Final form will be delivered in Adobe PDF format for client printing. 2. Goal: Sinr!le Page (A Size) Image; Mark Sense Response Fields 3. Delivery of hardcopy forms to Hershey Technologies San Diego Office 4. Data entry of image handwriting fields to done (option) Estimated Cost Schedule Item Descrintiou Mfl!iModel Otv Unit Cost Total I Automated Survey Design, English Labor II LOT $ 9500 Form Only, Image Scanning Data Service Days Collection for, Validation, and database eXDort. Item Descrintion Mf!!lModel Otv Unit Cost Total 2 Automated Survey Design for Labor LOT LOT $5000 two(2) additional Foreign Service Languages, Setup Charges for 800 # Toll Free FAX Capture Collection Services Provides up to 30 days to submit and store faxes on a toll free line. Optional Services Item Description MfgIModei Qty Unit Cost Total Per kevstroke 3 Data Entry on Image Handwriting 6 Labor TBD .01 fields ner form Service Please provide estimate of characters per field to determine actual costs. Terms and Conditions: P.ayment Terms: Service Line Item # I 30% Design of Forms - English Forms 1 database design; 40% Due with initial submission of forms; $ 3800 30% Due with database ort of survey contents. $ 2850 $ 2850 Service Line # 2 Pa n. Client Acceptance: Date: )1 lId lof Name 1 Title FAX CONTRACT ACCEPTANCE TO AVOID PROCESSING DELAYS FAX # 858-458-9777 Hershey Technologies 4225 Executive Square Suite 100 La Jolla, CA 92037 0401 Confidential Ph# 800-705- Page 2 11/8/2004 Hershey Technologies 4225 Executive Square, Suite 100 La Jolla, CA 92037 (858) 458-4222 www.hersheytech.com Hershey Technologies 4225 Executive Square Suite 100 La Jolla, CA 92037 0401 Confidential Ph# 800-705- Page 3 11/812004