Loading...
HomeMy WebLinkAboutLATINO MARKETING & ADVERTISING '-' 8 AGREEMENT TERMINATION -I Please complete this form when the attached agreement is no longer In effect. Return form to the Deputy Clerk of the Council (M-30). Call 647-5238 if you have any questions. The agreement with ------------------------------------------------------------------------------------------ ------------------------------------------------------------------------------------------ .~.f;~.o '1YJRAh:/;j & t2~~ was completed on 3/ ~I oR No. /J '::200<6 -I to 'is and final payment has been made. IN 4:....J Cl :z:_ 4:'-' ..... :z := ::, Department CDf\ ~~ z: - "'':; Signature: '"..) -0 - Date: 0:: ~ !.,~::x::: '~a:: >-LU I-....J -.(..;) c..> City of Santa Ana Clerk of the Cou ncil Rev~ed 05-22.()8 ~ INSURAi~Cc fiOT ~=~UiRED 440RR MAY PROCEED CLERK OF COUNCIL DATE: 3-a -oar O: iivA (~~ CONSULTANT AC,REEMENT ~2v r~ ES~e~s THIS AGREEMENT, made and entered into this 12`h day of December, 2008 by and between Latino Marketing & Advertising (hereinafter "Consultant"), and the City of Santa Ana, a charter city and municipal corporation duly authorized 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 brokering radio advertising 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: I. SCOPE OF SERVICES Consultant shall produce and schedule radio advertisements and purchase radio spots for the 2008 winter holiday events occurring in downtown Santa Ana, as set forth in Exhibit A, attached hereto and incorporated by this reference. 2. COMPENSATION a. City agrees to pay, and Consultant agrees to accept, as total payment for its services, a flat fee of $8500.00, as set forth in Exhibit A, b. Payment by City shall be made within thirty (30) days following the airing of the ad and 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 N-2008-168 This Agreement shall commence on the date first written above and terminate on June 3Q 2009, unless terminated earlier in accordance with Section 12, below. 4. INllEPENDENT CONTRACTOR Consultant shall, during the entire term of this Agreement, be constnied 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 venhue 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, no insurance shall be required. 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. 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 Council City of Santa Ana 20 Civic Center Plaza (M-30) Santa Ana, CA 92702-1988 Fax 714-647-6956 With courtesy copy to: Community Development Agency City of Santa Ana 20 Civic Center Plaza (M-25) P.O. Box 1988 Santa Ana, CA 92702-1988 fax (714) 647-6736 To Consu]tant:Latino Marketing & Advertising Attn: Teddy Fregoso 118 S. Clark Drive, PH4 West Hollywood, California 90048-3274 fax 310-279-1109 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 hventy-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 behveen 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 instmment 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 airy 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 maybe 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 properly of the City unless prohibited bylaw, 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. TURISDICTION -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. ]6. 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. EJ WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: PATRICLA E. IAA. Clerk of the Council CITY OF SA,N/T/J/A//f//j//A^//^/''N//A~/f,{/'f L'~Y v ~ DAVID N. REAM City Manager APPROVED AS TO FORM: JOSEPH W.FLETCHER City Attorney Laxfra Sheedy i Assistant City Attorn RECOMMENDED FOR APPROVAL C THIA L LSON Deputy City Manager for Development Services LATINO MARKETING & ADVERTISING TEDDY FREGOSO \fg-Z President Tax ID# 95-3107337 EXHIBIT A Consultant will broker 30 one-minute spots per week, on Radio KTNQ-AM, to run from December S through December 2S, 2008, to promote the downtown Santa Ana holiday events. The ad copy is as follows: "Come enjoy Downtown Santa Ana this Holiday season fox all your gift giving ueeds. There is month long entertainment for the entire family in anticipation for Santa Claus's arrival December 21, and great bargains." Total compensation to Consultant, including the cost of the radio spots, is a flat fee of $8,500.00.