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HomeMy WebLinkAboutCASE, SUSAN W. 1-2001 r \\~ h N-2001-0 30 r\ h ! I Ii , J. 7-01 /tJA r-: vV 0'" CONSVLTANTAGREEMENT THIS AGREEMENT, made and entered into this 7 J day of tir f'~, 2001 by and between Susan W. Case, a California Corporation (hereinafter "Consultant"), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws ofthe State of California (hereinafter "City"). RECITALS A. The City desires to retain a consultant having special skill and knowledge in the field of label preparation. 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 Consultant shall perform those services as set forth in Exhibit A& B to this Agreement. In the event of a conflict between the terms of Exhibit A & B, the terms in Exhibit A shall prevail. 2. COMPENSATION a. City agrees to pay, and Consultant agrees to accept as total payment for its services, the rates and charges identified in Exhibit A & B. The total sum to be expended under this Agreement, shall not exceed $10,000 during the term ofthis 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 shall commence on the date first written above and terminate on Ml.~ '1. ,200~ unless terminated earlier in accordance with Section 12, below. The term of ,...,9 this Agreement may be extended upon a writing executed by the Executive Director of the Planning and Building 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. 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. 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 health, and claims for property damage, which may arise from the direct or indirect operations ofthe Consultant or its contractors, subcontractors, agents, employees, or other persons acting on their behalf which relates to the services described in section I 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 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. 7. 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 2 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 oflaw; 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 telefacsimile (714) 647-6956 With courtesy copies to: Executive Director of the Planning and Building Agency City of Santa Ana 20 Civic Center Plaza (M-20) P.O. Box 1988 Santa Ana, California 92702 telefacsimile (714) 973-1461 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 3 . To Consultant: Susan W. Case Ownership Listing Service 917 Glenneyer Street, Suit 7 Leguna Beach, CA 92651 Attn: Susan W. Case A party may change its address by giving notice in writing to the other party. Thereafter, any notice, tender, demand, delivery, or other communication shall be addressed and transmitted to the new address. 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 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. In the event of a conflict between the terms of Exhibit A and Exhibit B, the terms of Exhibit A 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 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 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 ofthe services which are the subject to this Agreement performed by City personnel or by other consultants retained by City. 4 12. TERMINATION This Agreement may be tenninated by the City upon thirty (30) days written notice of tennination. In such event, Consultant shall be entitled to receive and the City shall pay Consultant compensation for all services perfonned by Consultant prior to receipt of such notice of tennination, subject to the following conditions: a. As a condition of such payment, the Executive Director 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 ofthe 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 perfonnance 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, tennination or other employment related activities. Consultant affinns 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 and all questions relating to its validity, interpretation, perfonnance, and enforcement shall be government and construed in accordance with the laws of the State of California. This Agreement has been executed and delivered in the State of California and the validity, interpretation, perfonnance, and enforcement of any of the clauses of this Agreement shall be detennined 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 tenn ofthis 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 ofthe 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 her inability to obtain or maintain such pennits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for tennination ofthis Agreement. 5 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 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 Agreernent. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: CITY OF SANTA ANA t~ p~C~E~1) Clerk of the Council r~~ City Manager APPROVED AS TO FORM: JOSEPH W. FLETCHER City Attorney By: Michael Vigliotta Deputy City Attorney RECOMMENDED FOR APPROVAL: CONSULTANT Unici ~~ Cynthfa J. Nelson Deputy City Manager for Development Services S"~ Title) C:) try'? 01\0:,(,'1, Employer ill # or Individual SS # 6 MAYOR Miguel A. Pulido MAYOR PRO TEM Patricia A. McGuigan COUNCIL MEMBERS Claudia C. Alvarez Usa Bist Alberta D. Christy Brett Franklin Jose Solorio ~ ~ CITY MANAGER David N. Ream CITY ATTORNEY Joseph W. Fletcher CLERK OF THE COUNCIL Patricia E. Healy CITY OF SANTA ANA PLANNING & BUILDING AGENCY 20 Civic Center Plaza (M-20) P.O. BOX 1988. Santa Ana, California 92102 Fax (714) 973-1461 February 22, 2001 Ms. Susan Case 917 Glenneyre Street, Suite 7 Laguna Beach, CA 92651 RE: SCOPE OF SERVICES TO PREPARE MAILING LABELS FOR CITY OF SANTA ANA Dear Susan: The following is a request for a proposal to prepare mailing labels for the City of Santa Ana Planning Division to assist in the noticing of both Historic Resources Commission and Planning Commission projects. Specifically, our mailing label requirements are as follows for each individual property requested by the City: \. 1) One assessor's parcel map with: . A north arrow. · A 300-foot radius circle from exterior boundaries of subject property with existing land uses printed within the 300-foot radius and street addresses of each property within the 300-foot radius. 2) At a minimum, two sets of labels in eight and one-half inch format (tp include both property owner and applicant's name, address, and APN for each property within 300-feet of the subject parcel, including the subject site). Up to two additional sets of labels may be required. 3) One duplicate copy of labels. For Historic Resources Commission (HRC) cases, each set of labels per property request will include four names and addresses from the City's permanent notification list. This list will be provided by the City at the time the work request is submitted. As mentioned previously, the City anticipates noticing up to 20 properties per month for HRC cases, and all 20 properties will be submitted to you concurrently. For scheduling purposes, we will assume that you will require 14 calendar days to process such requests. EXHIBIT A Ms. Susan Case Scope of Services - Mailing Labels February 22, 2001 Page 2 of2 The amount of this contract is not to exceed $10,000. Prior to authorizing you to begin work on this project, a written proposal and estimated fee per property is required so we may prepare a consultant agreement. Please submit this to my attention by Monday, February 26,2001. Proof of insurance is not required to be submitted with your proposal but will assist in expediting the agreement and will be required prior to the City's award of the contract. The City of Santa Ana requires liability insurance, workers' compensation, professional liability, and automobile insurance. We look forward to working with you on this project and appreciate your assistance. If you have any questions, please contact me at (714) 667-2792. Sincerely, MD:CM misc\susan case proposal \, pc: Kenneth Adams, Planning Manager Joseph Edwards, Principal Planner J effry Rice, Principal Planner Sharon McCain Johnson, Commissions Secretary Tonia Zerba, Accounting Assistant .' FROM SUSAN CASE PHONE NO. 949 4947418 Feb. 27 2001 09:17AM P2. SUSAN Iv. CASE, iNC... OWNERSHIP USTlNG SeRViCe 917 Glenneyre Street, Suite 7, Laguna Beach, C4. 92651 PHONE (949) 494-6105. FAx (949) 494-7418 PROPOSAL SUBJ.ECT; HISTORIC RESOUIlC2S COHIUSSIOIII AIIID PUloIXIIIG COIIIUSS:rOIil PROJECTS. SCOP~ O~ SERVICES; .L MAPSCsl (lUIllIMUMI 2 sm C s I LABELS, MASTER LIST C~IFlCATION OF PREPARATION, FOR 300' RADIUS. FE.E; $185 'l'O (:300 EACIl: IlASlm 01/ SUII: 01f SIlBJEC'l' PlIRCBL AIIID SURRolIHDIIIIG PARCEL USES. --_._._ '_.. ... '_.. __.._ ",___. TIMING; 14 WOllltIliIG DAYS, PER GROOPING-LJI! "'" """'V TR"~~PR~S A~ A 'l'llfE. l . EXH\B\T B