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HomeMy WebLinkAboutHARRIS, SCOTT 1-2001 :: .W4I'If!) N-2001-190 ';,- !; / D-:6o -Of CONSULTANT AGREEMENT ('/1}4 ~ . ~~ THIS AGREEMENT, made and entered into this 10.1 day of () ,2001 by f and between Scott Harris, an individual (hereinafter "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 (hereinafter "City"). DL RECITALS A. The City desires to retain a consultant having special skill as a writer for a project commemorating the history of the City of Santa Ana. 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 to this Agreement. 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. 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 October 01,2002 unless terminated earlier in accordance with Section 12, below. The term of this Agreement may be extended upon a writing executed by the Deputy City Manager for Development Services and the City Attorney. 4. INDEPENDENT CONTRACTOR Consultant shall, during the entire term ofthis 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, ajoint 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. RESERVED 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 of the 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 ofIaw; 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 te1efacsimi1e 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: Deputy City Manager for Development Services 20 Civic Center Plaza (M-20) P.O. Box 1988 Santa Ana, California 92702 te1efacsimile (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: Scott Harris 864 Myrtle St. San Jose, CA 95126 telefacsimile (208) 979-6134 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. 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 ofthe 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. 12. 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 4 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 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 performance 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, 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. 14. JURISDICTION - VENUE This Agreement and all questions relating to its validity, interpretation, performance, and enforcement shall be government and construed in accordance with the laws ofthe State of California. This Agreement has been executed and delivered in the State ofCalifomia and the validity, interpretation, performance, and enforcement of any of the clauses ofthis 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. IS. 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 her 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 undersigued represents and warrants that its siguature hereinbelow has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indenmify 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 siguatory or is withdrawn. 5 b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. 6 IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: CITY OF SANTA ANA /// 4 // ~~~fA~~~~;~y ~-~-ILt~ Clerk of the Council ./ /k'W'~ !fJ~sIf d '-- DAVID N. RE Y ; City Manager APPROVED AS TO FORM: RECOMMENDED FOR APPROVAL: CONSULTANT tk:tJdJ/# ~-IL~~ Cynthia J. Nelson Deputy City Manager for Development Services xl Ctftf jJ. ?(cvm~ Scott Harris SS<6- /S -(?507 Individual SS # 7 Santa Ana Cultural Heritage Program This scope of work is to provide, per your request, further elaboration on our discussions on Sept. 26, 2001 regarding editorial services for a project commemorating the history of the City of Santa Ana. What follows is a description of the scope, structure and schedule of work under a total contract in the amount of $10,000. (1 am certainly open to making minor adjustments of these terms according to the city's desires.) Our agreement would require that the city provide me with accurate research materials on which I would base my work. Additionally, 1 will be utilizing the Santa Ana History Room, the Santa Ana Historical Preservation Society and Heritage Orange County as resources. I propose delivering my work in three stages: a Forward, Chapter One and Chapter Two. FORWARD: A HISTORIC OVERVIEW The first phase of the contract would include a comprehensive outline of the project and an essay-a Forward, if you will--describing the mission and process of the cultural heritage project. This document, not to exceed 1,000 words, would convey the spirit and philosophy of the endeavor and describe how, through a mixture of media ranging from plaques affixed to buildings to brochures and the city's web site, the City would commemorate its own history. I would work with Rose Anne Garcia Kings of the city's Historic Resources Commission to describe the strategy that would be carried out. This article would serve as an introduction to the next two phases of the work at hand-Downtown and French Park-and also describe how the city may move forward in the coming months and years in its efforts to recognize Santa Ana's historic progression. This article would be useful as internal communication and may also help explain the project to the public. Deadline: Nov. 2, 2001. Fee: $1, 500. CHAPTER ONE: DOWNTOWN The second phase, or Chapter One, would focus on old downtown Santa Ana. This would entail both an article of no more than 1,000 words highlighting downtown's history (that may be added to the city'S web site, newsletters, brochures, etc.) and also the precise wording of markers to be affixed at historic sites and buildings. This would include at least one marker of sufficient size to provide a brief summary (perhaps 75 to 100 words) of the downtown's early history, and smaller plaques to recognize significant buildings and sites. The precise size of these plaques are to be determined by the city. The number of plaques will be based up the number of structures categorized as "Landmark" in the downtown (approximately 20) . .EXHiBIT A The deadline would be contingent on the city's delivery of a final list of sites requiring plaques. Deadline for delivery: December 14, 2001 Fee, $5,500. CHAPTER TWO: FRENCH PARK The third phase, or Chapter Two, would focus on the historic French Park neighborhood, which was home to many of Santa Ana's early civic leaders. This would include an article of no more than 1,000 words (for city media), as well as the precise wording of historic markers. The markers would include one of sufficient size to briefly describe (perhaps 75 to 100 words) the neighborhood's significance, and several smaller markers to recognize specific structures. The precise size and number of these plaques (approximately 20) are to be determined by the city. Deadline, January 2, 2002 Fee: $3,000. Revisions As part of the fee for each task, the City, as the client, has the right to request editorial changes, and I would work with city representatives to draft the final wording of the articles and markers.