HomeMy WebLinkAboutAMERICAN BUSINESS INFORMATION 1-2002
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STANDARD CONSULTANT AGREEMENT
THIS AGREEMENT, made and entered into this 1. ~.jjJ day of March, 2002 by and
between American Business Information, 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 of the State of California (hereinafter "City").
--:;
RECITALS
A. The City desires to retain a consultant having special skill and knowledge in providing
custom listing of businesses in diskette format.
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 $6,036.32 during the term of this 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 March
1,2003, unless terminated earlier in accordance with Section 12, below. The term ofthis
Agreement may be extended upon a writing executed by the Executive Director of the
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. 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. INSURANCE
Prior to undertaking performance of work under this Agreement, Consultant shall
maintain and shall require its subcontractors, if any, to obtain and maintain insurance as
described below:
a. Commercial General Liability Insurance. Consultant shall maintain commercial
general liability insurance naming the City, its officers, employees, agents, volunteers and
representatives as additional insured(s) and 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 Consultant'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. Consultant shall supply City with a fully executed
additional insured endorsement in substantially the form attached hereto as Exhibit B upon
execution of this Agreement and shall be approved in form by the City Attorney.
b. Business automobile liability insurance, or equivalent form, with a combined single
limit of not less than $1,000,000 per occurrence. Such insurance shall include coverage for
owned, hired and non-owned automobiles.
c. Worker's Compensation Insurance. In accordance with the provisions of Section 3300
of the Labor Code, Consultant, if Consultant has any employees, is required to be insured against
liability for worker's compensation or to undertake self-insurance. Prior to commencing the
performance ofthe work under this Agreement, Consultant agrees to obtain and maintain any
employer's liability insurance with limits not less than $1,000,000 per accident.
d. If Consultant is or employs a licensed professional such as an architect or engineer:
Professional liability (errors and omissions) insurance, with a combined single limit of not less
than $1,000,000 per claim.
e. The following requirements apply to the insurance to be provided by Consultant
pursuant to this section:
(i) Consultant 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 Attorney.
(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.
f. If Consultant fails or refuses to produce or maintain the insurance required by this
section or fails or refuses to furnish 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 Consultant's right to be paid for its
time and materials expended prior to notification oftermination. Consultant waives the right to
receive compensation and agrees to indemnify the City for any work performed prior to approval
of insurance by the City.
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 ofthe 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
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, California 92702-1988
telefacsimile (714) 647-6956
With courtesy copies to:
Executive Director
Community Development Agency
City of Santa Ana
20 Civic Center Plaza (M-25)
P.O. Box 1988
Santa Ana, California 92702-1988
telefacsirnile (714) 647-6549
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:
American Business Information
P.O. Box 27347
Omaha, NE 68127
telefacsimile (402) 331-1505
Attn: Michelle Lesh
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
tenus 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 tenus or conditions of any purchase order or other instrument that are inconsistent
with, or in addition to, the tenus 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 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
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 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
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 of the State of
California. This Agreement has been executed and delivered in the State of California and the
validity, interpretation, performance, and enforcement of any ofthe 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.
15. 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 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 Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year
first above written.
ATTEST:
DAVID N. REAM
City Manager
PATRICIA E. HEALY
Clerk of the Council
APPROVED AS TO FORM:
JOSEPH W. FLETCHER
City Attorney
(
D FOR APPROVAL:
CONSULTANT
John P. Ree tin
Executive lrector
Community Development Agency
City of Santa Ana
Michelle Lesh
Account Executive
American Business Information
Employer ID # or Individual SS #
'. .....^merican
us,ness
vsts.
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PAGE 1 0[' 5 ""','
EXHIBIT A
"MmcmR Busi~ss-To-Busin..s MarketinR Possible-
FRCN: MIO-IEU..E LESH
==============================================================================
MATRIX FOR: 01100805-015
DOO~PHICS S&ECTED
---------------------
TOTAL REOJRUS :
ZIP+4
8.EDESS STAlU5:
14842 EW. sm: ALL ~
SI'LES VQ.: AlL i<B..A'K
14763 - 99.46 %
1191
\1'AR fllXE): .cu
SITE# DLf'E CUT
o:Jl? EM".: AlL ~
o:Jl? SLS.: ALL i<B..A'K
ro SIZE: ABC 0 ltB..A~
BLGIN:SS STATUS: 1 2 3 .~
a1IT BlJ't.IK AOCRESSES
(}IE KEY EXEClJITVE PER Cl:H'1'M' (11I-ERE AVIUtJI3lE)
GEIl:ER: .cu
FAX F'i-O'ES FN) am< FAX Pffl'.IES
------------------------------------------------------------------------------
------------------------------------------------------------------------------
I ZIP ZIP ZIP ZIP ZIP ZIP ZIP ZIP
lNMlRY 92701 92702 92703 92704 92705 92706 92707 92708
--------------------------------------------------------------------------------
.cu 2165 4 1201 2361 4171 899 14-50 2518
--------------------------------------------------------------------------------
TOTI'L I
2165
4 1201
2361
4171
899
1450 2518
--------------------------------------------------------------------------------
IN[)JSlRY I ~711
ZIP ZIP ZIP ZIP TOTAl
92712 92728 92735 92799
----------------------------------------------------------------
.cu
28
1
18
7
19 14842
----------------------------------------------------------------
TOTI'L I
28
1
18
7
19 14842
----------------------------------------------------------------
-
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!JAU~ 2 OF'.5':"'f:_.r,-::.~,,0l,.~'-
------------------------------------------------------------------------------
1M
IN)JSlRV DESCRlPTION
--------------------~--~-------------------------------------------------~----
ffifffi TOTft.:
14,842
-
-.------- --.--... _4..................."
J:-'.A.Lrt:. ;:s. Ut. b
SALES LEADS PROPOSAL
'.
Proposal No. 01100805
March 02, 2002
Prepared for: MELISSA ALVA
CITY OF SANTA ANA
20 CIVIC CENTER PLZ M-25
SANTA ANA, CA 92701
714-/64-7-6525
Your Account Executive: MICHELLE LESH
Comments:
THIS PRICE INCLUDES 14,842 RECORDS. WE WILL NEED
A PURCHASE ORDER TO BILL NET 30.
THANK 'r'OU,
MICHELLE LESH 800 5555335 X3844
American Business Information maintains the nation's finest database of
10 million businesses. This database is compiled from over 5,000 Yellow Page
directories, business white pages, annual reports, SEC documents, and hundreds
of other publicly available resources. We then verify this information with
over 14 million personal telephone calls every year. The result is the most
accurate list of businesses available.. anywhere. We welcome the opportunity
to put our lists to work for you
"MokinR B",iness-T<>-B"sin!:SS Marketing Possibl,'
A Division of American Business Information, Inc@
5711 So. 86th Circle ~ P.O. Box 27347 *
Phone: (800) 555-5335 Fax: (4-02) 331-1505
NASDAQ: nBn
Omaha, NE 68127
E-Hail: lists@abii.com
-~._.............~~
Pl\lic.. '!l. U1" b
Proposal No. 01100805
Date: Harch 02, 2002
Account Executive: MICHELLE LESH
For: MELISSA ALVA
CITY OF SANTA ANA
20 CIVIC CENTER PLZ 1'1-25
SANTA ANA, CA 92701
714-/64-7-6525
We are pleased to provide the following Proposal for sales leads:
LIST SPECIFICATIONS
'.
TYPE OF BUSINESS
SIC Code
All SICs selected
Title
GEOGRAPHIC AREA
State
CALIFORNIA
Selected areas
Zip codes
92701 SANTA ANA
92702 SANTA ANfl
92703 SANTA ANA
9270'+ SANTA ANA
92705 SANTA ANA
92706 SANTA ANA
92707 SANTA ANA
92708 FOUNTAIN VALLEY
92711 SANTA ANA
92712 SANTA ANA
92728 FOUNTAIN VALLEY
92735 SANTA ANA
92799 SANTA ANA
OTHER SELECTIONS
Criteria
Headquarters branch
Selections
Headquarters
Branch
Subsidary headquarters
Blank
Address
Omit blank address
Ad size
Regular listing
Bold listing
In column space Ad
Display Ad
Blank
Year added
Only where available
FORMAT(S) DESIRED
-
Format
Diskette
Description
Straight zip sequence
HS DOS 3.5" HD
Quote comma quote
~ Division of American Business Information, Inc@
5711 So. 86th Circle * P.O. Box 27347 *
Phone: (800) 555-5335 Fax: (402) 331-1505
NASDAQ: ABII
Omaha, NE 68127
E-Hail: lists@abii.com
~~ut b Ur 5
Proposal No. 01100805
Date: March 02, 2002
For: MELISSA ALVA
CITY OF SANTA ANA
20 CIVIC CENTER PlZ M-25
SANTA ANA, CA 92701
71~/6~7-6525
Account Executive: MICHELLE LESH
~
TOTAL COUNT:
14,842 names
PRICE:
$3,046.40 plus shipping charges
To accept this proposal, please sign and date below and fax to (~02) 331-1505.
This proposal is valid for 7 business days from the above date.
x _
Authorized Signature
Date
A Division of American Business Information, Inc@ NASDAQ: ABII
5711 So. 86th Circle * P.O. Box 27347 * Omaha, NE 68127
Phone: (800) 555-5335 Fax: (402) 331-1505 E-Mail: lists@abii.com
~
Monthly Updates SUbscrIptIon Agreement
Cdhlpliltellnd fall: back to 4021537-60911
CU$tomor Infonnatlol1:
Name:
Company:
Address:
City:
Phone:
E-MaIl :
Melissa Alva
City of Saht<l Aha
20 Civic CeHter Plz M-25
Santa Ana.
(714) 647-6525
Slate: CA
Fax:
lJate: Mlltl:h 4, 2002
List # update 1100605
Rep: ~Ichell~ Lash
Zip: 92701
YoUr leads will be Ofthll following selects:
Your license will run trtlm:
_ Adds &Changes ..2L.Adds. Chanlles &.Ollletes
March 2002 fll March 2003 (6 monlh minimum)
[tlduslry: All
Geogrnphy; Santa ArIa
other:
Product:
IJlske!te
Special:
..
Your Hal New leads 1'1111 ba detlvered:
~Monthly _Eve~OlherMonth
You 1'111I receive this phXIUl:ll/la:
x UPS
- BBS/lnternet' Other
-'Bas ortl.... are l>0$!il~ Ibr ~ days, Ihere Ii e raltln chatlJe ~ an otdar
_ QUatteHy
You will receive updatss for 12 months from March 2002 - March 200a.
The tolal price for updates 1'1111 be $2,989.92
j249.16 pet moHltl.
I would like to pay:
Charge my Credit Card (complete below)
- VisA MasterCard
G3rd'#: -
SecUrity Presence Value #:
Name 01", Card:
AMEX
- explratlon:
~ InvoIce me (net 30) _ Pre-paid
Looks Good Toille J / CUZ??-<-~ (Signature)
My slgnaluro ",!hI. dOCUlrl<a1tconft,,,,, my UndB<3lahdl~g and agreement v.1th lhotol111S and cohdltlbn~ llutilnad obove.
'W. will review }'Out sUbotrlpUbn apphlk!rnalely evary olx monll1s io en.ure1l1al your records gaMehllad ehd Pric,," "to .ctU~Ia.
. N",",",.m ftJmlshod for th. ct;i1MBnllal Use 01 tho pUtt;ha.ero"Iy. ThO)' arB nolto bo uo,d to ctll1plle otpteparall...,
maK<ain,g ald. or any other II-Il!l brdlracfot>3s IlItended to be scjd or provided to lhlrd petites.
'We \\11I not ~'Uo ctedl311r rs!IJnd. oM any I:n>peyrneMI. ~rly amcella'Jone Will be oh<llged 45Y. tlI' lha remaining tuI vallia c1jJ1. agrealnent
--"- ..'~~-.'. -
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-'
EXHIBIT B
ADDITIONAL INSURED ENDORSEMENT
FOR COMMERCIAL GENERAL LIABILITY POLICY
Insurance Company
This endorsement modifies such insurance as is afforded by the provisions of Policy
# relating to the following:
1. The City of Santa Ana, 20 Civic Center Plaza, Santa Ana, California 92701; its
officers, employees, agents, volunteers and representatives are named as additional insureds
("additional insureds") with regard to liability and defense of suits arising from the operations
and uses performed by or on behalf of the named insured.
2. With respect to claims arising out of the operations and uses performed by or on
behalf of the named insured, such insurance as is afforded by this policy is primary and is not
additional to or contributing with any other insurance carried by or for the benefit of the
additional insureds.
3. This insurance applies separately to each insured against whom claim is made or
suit is brought except with respect to the company's limits of liability. The inclusion of any
person or organization as an insured shall not affect any right which such person or organization
would have as a claimant ifnot so included.
4. With respect to the additional insureds, this insurance shall not be cancelled, or
materially reduced in coverage or limits except after thirty (30) days written notice has been
given to the City of Santa Ana, 20 Civic Center Plaza, Santa Ana, California 92701.
(Completion of the following, including countersignature, is required to make this endorsement
effective.)
, this endorsement form as a part of
Effective
Policy #
Issued to
Named Insured
Countersigned by
Authorized Representative