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HomeMy WebLinkAboutSTRAIGHTLINE COMMUNICATIONS 1City of Santa Ana C- o20C~8 r r` Clerk of the Council ~. AGREEMENT TERMINATION FORM , __ OTC Office Use Only Please complete this form when the attached agreement and all amendments (if any)~r~ ~ a¢~~, ~~ ~'~ are no longer in effect. f ~; z~ ~~ Cif, Return form to the Clerk of the Council Office (M-30). r~! ~ ~' - - The agreement with ,~~~ °~ / No. /~' o7©ph-o3~ was completed on /Z '" (List all amendments. Use space below if needed.) r ~ r ~a~' and final payment has been made. Z~~ Department: .3 ~~ a~'r -Q~~i 6/30 la~oi Phone/Ext.: ?j ~ J Signature: Date: ~l~-3 ~~~ ~ Revised 07-22-09 N-2007 -038 INSUf\.\NCI V,i09K fA CLERK Of COUNCIL DATE: APR 1 0 Z007 liJ PrJ 4/.;1.) (1-:D,~) CONSULTANT AGREEMENT THIS AGREEMENT, made and entered into this 15th day of March, 2007 by and between Straight line Communications (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 the field of professional copywriting, design and publishing 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 ofthe 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 provide copywriting, design and publishing services necessary to prepare the 2006 Annual Consumer Confidence Report, referred to as the "Water Quality Report", 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 $5,000.00 during the term of this Agreement. b. City will be billed for production services as well as any outside costs (if applicable) upon completion of the project, when final artwork and printing specs are provided to the printer and the City is provided with a PDF file for electronic distribution. Payment by City shall be made within thirty (30) days following receipt of proper invoice, 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 31,2008, 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 of Public Works 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 Due to the nature of services provided, Consultant shall be required to obtain Workers Compensation insurance, if Consultant has any employees. 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 I 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 2 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. 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 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 copy to: Public Works Agency City of Santa Ana Thomas Dix, Water Quality Coordinator 220 S. Daisy (M-85) Santa Ana, California 92703 telefacsimile (714) 647-3345 To Consultant: Straightline Communications Ms. Linda O'Hanlon 14930 Greenleaf Street Sherman Oaks, California 91403 Telefacsimile (818) 386-1964 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 3 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. 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 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. 4 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 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. 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 theirrespective 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. II II II II II 5 IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. - . CITY OF SANTA ANA ATTEST: P A TRlCIA E. HEALY Clerk of the Council ~~Q DAVID N. RE City Manager APPROVED AS TO FORM: JOSEPH W. FLETCHER City Attorney ;rf2 OJ' By:// .~-u?~ce-ecx2y LaUra Sheedy . Assistant City Attorney RECOMMENDED FOR APPROVAL: CONSULTANT ',ijAI:~"LOlll fT\I~LL P4L Tax ID# .51 - OSOf5:(oOO 6 EXHIBIT A SCOPE OF SERVICES Consultant shall produce the 2006 Walter Quality Report for the City of Santa Ana. Production includes: . Copywriting (using DHS guidelines) · Spanish Translation · Editing / Proofing · Design / Layout (format to be determined) · Project Management For a total cost not to exceed $4,500.00 Hourly rates for additional work: Copywriting, editing / proofing, project management Translation services Design services $150/hour $100/ hour $100/hour Estimate Notes I. This estimate is based on the amount of information used in the 2005 Water Quality Report. While the piece will be designed as a self mailer, the size, format and color will be determined. The design will be an enhancement over last year's report and reflect creativity, color and impact. 2. The design includes the creation of charts and graphics. Photos will be provided by City. If stock photography is needed, costs will be submitted for City approval. 3. Not included in the estimate is custom photography (services of a photographer) and outside purchases of any photographs and illustrations. Costs for these outside services or purchases will be provided upon request. 4. In case of project cancellation, all costs incurred to date are billable. Production Process I. On to two initial design directions presented for City review and one round of refinement. Additional revision or refinement requests will incur incremental fees, which will be estimated as they are requested. 2. Upon City approval of a single design direction, the selected direction, as well as final imagery and copy, will be implemented and a color comp will be presented to City. 3. Upon final City approval of color comp, artwork and printing specs will be provided to printer. City will be provided with a PDF file for electronic distribution. 7