Loading...
HomeMy WebLinkAboutSAFE STREETS NOW AMERICA - 2008.;it1RANCE NOT ON FILE 4~~3K MAY NOT PROCEED CLERK OF COUNCIL DATE: 3-2~-ar6 b : C~A~tlaus~~y Sco+F Kufv.er CONSULTANT AGREEMENT N-2008-032 THIS AGREEMENT, made and entered into this 5`h day of March, 2008 by and between Safe Streets Now America, an Oregon sole proprietorship (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 ("City") and the Community Redevelopment Agency of the City of Santa Ana, a public body, corporate and politic ("Agency"). The City and Agency shall be referred to collectively as "City". RECITALS A. The City desires to retain a consultant having special skill and knowledge in the field of third party policing and the resolution of neighborhood nuisance disputes in the Small Claims Courts. 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 incompliance with such standards as may reasonably be expected from a professional consulting firm in the field. NOW THEREFORE, inconsideration 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 instruct a Safe Streets Now America seminar, providing training in third party policing and the utilization of Small Claims Courts to resolve neighborhood nuisance matters. Consultant shall provide the two-day staff training at the City of Santa Ana, on a date mutually agreeable to City and Consultant. Consultant shall provide the necessary training materials to educate staff and to allow staffto provide training for the Santa Ana neighborhood residents. 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 Agency shall contribute a maximum of $10,000 for the project. The total sum to be expended under this Agreement shall not exceed $16,000 during the term of this Agreement. b. Payment by City shall be made as follows: Two months prior to the training, City shall pay $10,000 in advance to cover the training materials, action guides (English and Spanish) and story boards (English & Spanish) required to instruct the seminar. City shall pay' $4,500 at the conclusion of the seminar Within thirty (30) days following receipt of proper invoice evidencing allowed expenses and subject to City accounting procedures, City shall pay Consultant up to $1,500 for expenses, as set forth in Exhibit A. 3. TERM This Agreement shall commence on the date first written above and terminate on June 30, 2008, 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 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. 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 (1) 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 ofthis Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of the effects arising from this Agreement. 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 ofthis 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 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 With courtesy copies to: Community Development Agency -Neighborhood Improvement City of Santa Ana 20 Civic Center Plaza (M-37) P.O. Box 1988 Santa Ana, California 92702 telefacsimile (714) 667-2225 Attn: Scott Kutner 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: Safe Streets Now America Molly Wetzel 157 Garfield Street, Suite 3 Ashland, Oregon 97520 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, any 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. 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 ofConsultant, 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 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 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: PATRICIA E. HEALY Clerk of the Council Secretary -Redevelopment Agency APPROVED AS TO FORM: JOSEPH W.FLETCHER City Attomey/Agency General Counsel By: ~ ~ ~c .S' ~ose, Laura Sheedy Assistant City Attorney/General Couns~ FOR APPROV Deputy City Manager for Development Services CITY OF SANTA ANA ~54~ f~X DAVID N. RE ~ City Manager COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF SANTA ANA \ SAFE STREETS NOW AMERICA EXHIBIT A EEESCHEDULE Item Description Price Qt. Cost 1. Safe Streets Now! Certified $4,500 1 $4,500 Training Seminar 2. SSN Participant Education Materials $200 15 $3,000 3. SSN Community Action Guide-- $2,500 I $2,500 English with licensing rights 4. SSN Community Action Guide-- $2,000 1 $2,000 Spanish with licensing rights 5. SSN Community Workshop $1,500 1 $1,500 Story Boards-English 6. SSN Community Workshop $1,000 1 $1,000 Story Boards-Spanish 7. Travel Costs- (To be determined and billed after Seminar- NOT TO EXCEE D $1,500) TOTAL (Travel Cost Not Included) $14,500 PAYMENT SCHEDULE: Payment One: Cash Advance ................................... $10,000 Payment Two: Date of Seminar .................................$ 4,500 Payment Three: Travel Cost due 30 days after Billing.......$ ? 157 Garfield St. Suite 3, Ashland, Or. 97520 SafeStreetsNow@Earthlink.Net 7