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Home My WebLink AboutECIVIS 1-2006 iNSURANCE NOT REQUIRED WORK Mil Y PROCEED CLERK OF COUNCIL DATE: 7 -/":, --0(,.- () ClAD (;,) {r+. ('IDf'.I:-:S) " A-2006-160 CONSULTANT AGREEMENT THIS AGREEMENT, made and entered into this 19th day of June, 2006 by and between eCivis, 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"), RECIT ALS A. The City desires to retain a consultant having special skill and knowledge in the field of grant locator services. 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 grant locater 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 $20,804.00 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 June 30, 2007, unless terminated earlier in accordance with Section 12, below. The term of this Agreement may be extended upon a writing executed by the City Manager 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. Due to the nature of the agreement general liability insurance is not required. b. 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 of the 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 6. INDEMNIFICATION Consultant agrees to and shall indemnify and hold harmless the City, its 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 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. 2 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. 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 To Consultant: eCivis 3452 E. Foothill Boulevard, Floor 9 Pasadena, California 91107 T elefacsimile 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 telefacsimile, 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. 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 3 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 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 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 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 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 4 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 its 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 iffully 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: --~ ~ ~"' --= PATRICIA E. HEALY f5 Clerk ofthe Council CITY OF SANTA ANA aAt2~ DAVIDN. REAM City Manager APPROVED AS TO FORM: JOSEPH W. FLETCHER City Attorney '~~ eCIVIS,INC. t?2- ~/ Y OMIE ISMAIL, CEO Tax ID# '51- OI~Lc;,3S By: ii,'"".' \. Lau{a Sheedy Assistant City Attorney 5 po, ~ eClvls EXHIBIT A Date: 6/09/2006 Reference No. 50331 GRANTS LOCATOR CONTRACT EXTENSION: 7/1/2006 to 6/30/2007 City of Santa Ana, CA eCivis, Inc. is pleased to extend your current contract of Grants Locator for an additional year. All the terms and conditions of Contract number 50331, (a copy of which is attached/on file with City of Santa Ana and eCivis, Inc.), remain in effect, except for the following modifications. This contract is valid within 60 days of 7/1/2006. 1. Term: 2. Products & Services: 3. Fees: 4. Other Services: 5. Terms of Contract Extension: 6. Access Holders: 7, eCivis Contact: 8. Master Account Holder: 9. Payment Type: 7/1/2006 to 6/30/2007 . Grants Locator - Federal, State and Foundation License o Web-based Training included for all users o On-Site Training (one day, up to 3 classes, includes travel) If Signed Contract is: D Received by 6/30/2006 This is the Valid Price $20,804 (35% Savings) D Community Based Organization Access: add $10,000 This Grants Locator contract is a Y ear-to- Y ear agreement An extension agreement must be signed each year in advance of the current contract termination date. No guarantee is implied regarding a maximum price increase from year to year. Multi-year agreements are available. Contact your CSA for additional information. Unlimited Accounts Ginny-Marie Case, Senior Client Services Associate, (877) 232-4847, ex!. 6635 Alma Flores, Senior Management Assistant, (714) 647-6989 Il9Invoice DPO# Page 1 of 2 3452 East Foothill Blvd, 9th Floor Pasadena, CA 91107 1-877-232-4847 rA eC IVI S Between the following parties: It is agreed by both parties that the terms of the Extension are stated as above and that all other terms and provisions of the Subscription Agreement remain in full force and effect Vendor eCivis, Inc. 3452 E. Foothill Blvd, 9th Floor Pasadena, CA 91107 (877) 232-4847 (Toll Free) Customer City of Santa Ana 20 Civic Center Plaza Santa Ana, CA 92702 IN WITNESS WHEREOF, the parties have executed this Agreement By: eCivis, Inc. ~~...;:::- ~--- 19nature Karl T. Rectanus Vice President 6/09/2006 City of SU:.:;J; ~. Signature DA-u ID Print Name R EAW\ Ai. Date 6/7.-'6)"(; , f Page 2 of 2 3452 East Foothill Blvd, 9th Floor Pasadena, CA 91107 1-877-232-4847 '- .A. eClvls Jul 21 2005 14:05 P.04 . tili~~::41i9/iOO~ . "Referel\c.e:No:5GH.) GRANTS LOCATOR CONTRACT EXTENSION, 6/3012005 to 6/30/2006 City of Santa Ana, CA eCivis, Inc. is pleased to extend your currenl contract of Grants Locator for an additional year. All the leonS and conditions ofContrac! number 50208-3, (a copy of which is attachedlon file with City of Santa Ana IUld eeivis, Inc.), remain in effect, except for the following modifications. This cooUllct is valid within 60 dAys of6/3012005. 1. Term: 2. Products & Services: 3. Fees: 4. Other Services: 5. Aceess Holders: 6. eCivis Contact' 7. Master Access Holder: 8. Payment Type: Ji J 'l " an..., ~PE1"!il~fll:: ~, 6/3012005 10 6/30fl006 . Grants Locator - Federal, Stale and Foundation License o )0 Courses from the "Improving Your Grant Skills" web- based training sessions, included in Grants Locator Subscription. o Web-based Training included for all users If Signed Contract is: I Valid onlv if received by 6/30/2005 This is the Valid Price SIO,OOO o Community Based Organization Access: add $2,500 o On-Site Training (one dAy, up to 3 classes, includes travel): add $1750 Unlimited Accounts Tanya Maxwell, Client Services Associate, (877) 232-4847, ext. 639 Alma Flores, Senior Management Assistant, (714) 647-6989 OInvoice OPO# Page 1 of 2 150 East Colorado Blvd. Suite 215 Pasadena. CA 911 OS 1-877-232-4847 Jul 21 2005 14:06 P.05 ~ .. .,. d:.. 'C'~' e '. ,1'vIS 9. Price Protection (please Initial One): To Guarantee a Price-Protected Extension: This agyeement will automatically renew Grants Locator for additional calendar year(s) of 365 days unless eCivis receives written notification on or before the termination date. Notification must be sent to .Civis at the address listed below. Fees will be calculated as the lesser of the previous year's price plus 5% or the then current maximum price. Fees will be invoiced and payment is due within 30 days of contract extension. Initial to agree to the Price-Protected Extension option. All Granls Locator contracts are a Year-to-Year except if the Price Protected Extension option is selected. This offers an extension agreement, which must be signed each year in advance of the current contract tennmation date. No guarantee is implied regarding a maximum price increase from year 10 year. Initial to choose a Year-to-Year Extension: X. BetWeen the following parties: It is agreed by both parties that the tenns of the Extension are stated as above and that all other tenus and provisions of the Subscription Agreement remain in full force and effect. Vendor Customer eCivis, Inc. City of Santa Ana 150 E Colorndo Boulevard, Suite 215 20 Civic Center Plaza Pasadena, CA 91105 Santa Ana, CA 92702 (877) 232-4847 (Toll Free) IN WITNESS WHEREOF, the parties have executed this Agreement. By: eCivis, Inc. CityOfS~~ Signatu.<<" ~~~#- Signature KMI T. Rectanus Vice President 4/29/2005 OAv\9 Print Name 0, K e- It: fVl 7 (7-., /o~/ !)ate ) APPROVED AS TO FORM Page 2 of 2 150 East Colorado Blvd, Suite 215 Pasadena, CA 91105 1-877-232-4847 ,.. ,... ..;6.'- .1":' lNsuMNCE ON fill WORK-MA1 p~OCUO UNTil INSURANCE EXPIRES 'f.f;-Ol.i> illR~ OF COUNCil OATE,7-15-o5 Jul 21 2005 1~:05 P.02 A-2005-l52 FIRST AMENDMENT TO CONSULTANT AGREEMENT THIS FIRST AMENDMENT TO CONSULT ANT AGREEMENT is entered into on June 30,2005, by and between The Ferguson Group, L.L.C. ("Consultant") and the City of Santa Ana, a charter city and municipal COlporation of the State of California ("City"). RECITALS: A. The parties entered into Consultant Agreement A-2004-133, dated July 1,2004, (hereinafter "said Agreement") by which Consultant has provided govemmentliaison services. B. In accordance with the terms and conditions of said Agreement, the parties wish to renew said Agreement for an additional one-year period and to increase compensation to pay for services during the extended term. WHEREFORE, in consideration of the covenants contained in said Agreement, and subject to all the terms and conditions of said Agreement, except those amended in this First Amendment to Consultant Agreement, the parties agree as follows: I. Section I, SCOPE OF SERVICES, shall be deleted in its entirety and replaced with the following: "Consultant shall perform services as set forth in Exhibit A to said Agreement Consultant shall also provide the eCivis, Inc. grants locator service for the term from July 1,2005 through June 30, 2006, as set forth in Exhibit A-I, attached hereto." 2. Section 2. a, COMPENSATION, shall be amended to increase total compensation by $65,000.00 by deleting said section in itS entirety and replacing it with the following: "a. City agrees 10 pay, and Consultant agrees to accept, compensation at the rate of fout thousand, five hundred, eighty-three and 33/100 dollars ($4,583.33) per month for expenses and time spent by Consultant in the performance of said Agreement. The City also agrees to pay eCivis, LLC, compensation often thousand dollars ($10,000.00), annually, for unlimited City slaffuser id's providing access to Granl Locator for the twelve-month contract period. The total amount payable under this Agreement shall not exceed sixty live thousand dollars ($65,000.00), annually, during the term of this agreement" . . Jul 21 2005 14:05 P.03 '. 3. Se<:tion 3, TERM, shall be extended for one year, from June 30, 2005 through J\U1e 30,2006. 4. Except as herein amended, all tenns and conditions of said Agreement shall remain in full force and effect. IN WITNESS WHEREOF, the parties hereto have executed this First AmendmenllO Consultant Agreement on the date and year first written above. CITY OF SANTA ANA ATTEST: ......... .,.... .. ....,-.- .: - -.. /.- ",.......,.0-. r"./" [1~-~:. -t:-~~- '., U\PAT{OeIA.:&.HEM:Y ~ Q 'Clerk~:tfie-CO\lndl; ;,' .~ . . ;-;:>--~~- ~~:.-:'^ ...... ......"'. aiJe DAVIDN.RE~ City Manager APPROVED AS TO FOR..M: JOSEPH W. FLETCHER City Attorney By:~~Qj)cLJ Laura Sheedy ( Assistant City Attoroey THE FERGUSON GROUP