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HomeMy WebLinkAboutSTRAIGHTLINE COMMUNICATIONS 6 - 2011INSPURANCE NOT ON FILE N-2011-135 WORK MAY NOT PROCEED CLERK OF COUNCIL CONTRACTOR AGREEMENT DATE: ii-?`?? ?? p'. PYVA C?? Tom THIS AGREEMENT, made and entered into this ls` day of September, 201 1 by and ??? X between Straightline Communications (hereinafter "Contractor"), 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. Contractor represents that Contractor is able and willing to provide such services to the City. C. In undertaking the performance of this Agreement, Contractor represents that it is knowledgeable in its field and that any services performed by Contractor 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 Contractor shall provide copywriting, design and publishing services necessary to prepare the 201 1 Water Quality Report, as set forth in Exhibit A to this Agreement. Contractor shall provide media relations services on an as-needed basis. Such services to be performed by Contractor must be authorized in writing by the Water Services Quality Coordinator, prior to commencement of such additional services. Such services include review of information, research, client meetings, article and press release writing, editing and placement, coordinating approvals and interviews. DELIVERY OF WORK PRODUCT Contractor shall deliver to City all work-product resulting from the services provided. City shall retain ownership and control of any work product produced as a deliverable pursuant to this Agreement, including but not limited to photographs, negatives, writings, images, discs, drawings, recordings and videotapes. Contractor authorizes City, in its sole discretion, to make any editorial changes, additions, deletions, abridgment and condensation whatsoever in the body of the Work, and is further authorized to title, sub-title, and change the title and image of the Work, and to couple the Work with any ancillary work, including, but not limited to, other writing, photos, images, sounds, video, and animations, such authorization shall extend to all subsequent uses of the rights owned by the City pursuant to this Agreement. City reserves the right to omit any part or all of the Work submitted by Contractor. WARRANTY OF RIGHTS. Contractor warrants and represents that the Work is original and has not been published or altered; that he or she is the sole Creator of the Work and has full power, free of any prior contract, lien or rights of any nature in anyone which might interfere therewith, to enter into this Agreement and to grant the rights hereby conveyed to the City; that the Work contains no matter which is libelous or otherwise unlawful, infringes no right of privacy, proprietary right or copyright (whether statutory or common law); that he or she has not heretofore and will not hereafter enter into any agreement or understanding with any person, firm or corporations other than City for the rights in the Work granted hereunder. 4. COMPENSATION a. City agrees to pay, and Contractor agrees to accept $3,5000 as total payment for the production of the Water Quality Report. Additional media relations services will be charged at $ 165 per hour (using 15 minute increments) for professional services, and $75 per hour for administrative services. The total sum to be expended under this Agreement shall not exceed $10,000.00 during the term of this Agreement. b. Payment by City shall be made within thirty (30) days following receipt of proper invoice, subject to City accounting procedures. City will be invoiced for the water quality report upon delivery of the final Report ready for printing. City will be invoiced for media relations services on a monthly basis. 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. 5. TERM This Agreement shall commence on the date first written above and terminate on 3une 30, 2012, unless terminated earlier in accordance with Section 14, below. The term of this Agreement may be extended upon a writing executed by the Executive Director of Public Works and the City Attorney. INDEPENDENT CONTRACTOR Contractor 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 Contractor performs the services which are the subject matter of this Agreement; however, the services to be provided by Contractor shall be provided in a manner consistent with all applicable standards and regulations governing such services. Contractor 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. 7. INSURANCE In accordance with the provisions of Section 3300 of the Labor Code, Contractor, if Contractor has any employees, is required to be insured against liability for worker's compensation or to undertake self-insurance. Prior to con?ii?encing the performance of the work under this Agreement, Contractor agrees to obtain and maintain any employer's liability insurance with limits not less than $1,000,000 per accident. 8. INDEMNIFICATION Contractor 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 Contractor 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. CONFIDENTIALITY If Contractor receives from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Contractor 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 Contractor disclosed in a publicly available source; (c) is in rightful possession of the Contractor without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Contractor without reference to information disclosed by the City. 10. CONFLICT OF INTEREST CLAUSE Contractor covenants that it presently has no interests and shall not have interests, dircct or indirect, which would conflict in any manner with performance of services specified under this Agreement. 11. 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 Contractor: 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 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. 12. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Contractor, 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 Contractor. 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 Contractor 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. 13. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Contractor, Contractor 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. 14. TERMINATION This Agreement may be terminated by the City upon thirty (30) days written notice of termination. In such event, Contractor shall be entitled to receive and the City shall pay Contractor compensation for all services performed by Contractor 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 Contractor 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 Contractor 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. 15. DISCRIMINATION Contractor 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. Contractor affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 16. 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. 17. PROFESSIONAL LICENSES Contractor 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. Contractor 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. 18. 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: MARIA D. HUIZAR Clerk oft he Council CITY OF SANTA ANA PAUL M. WALTERS Interim City Manager APPROVED AS TO FORM: JOSEPH STRAKA Interim City Attorney BY: Nsq?6-?- Layff? Sheedy Assistant City Attorney RECOMMENDED FOR APPROVAL: RGODINE Executive Direct of the Public Works Agency CONTRACTOR (Title) Tax ID# 5 1-0508600 SCOPE OF SERVICES EXHIBIT A Contractor shall produce the 201 1 Walter Quality Report for the City of Santa Ana. The final report will be submitted by May 1, 2012, in order that the City may select a printer for publication. Consultant will work with the selected printer to make sure the report is printed and delivered to City by June 1, 2012. Description Line Total 2011 Water Quality Report Contractor will produce the 2011 Water Quality Report $3,500 Report Theme/Format: Estimate is based on creating the following formats: a. Color brochure: self mailing 7 x 1 1, 16-panel brochure w/gatefold b. Bill stuffer: 3-8.5" x 12" double-sided sheets -inserts Services include but are not limited to: Review materials/update State document Copywriting 8c editing Spanish translation 8c editing Report and chart design, layout and proofing in English and Spanish Project management including meetings Estimate Notes: 1 . This estimate is based on the scope of work and design formats used in previous years. While specc design will be determined, we will not exceed the contract amount listed above. Design elements, typeface, backgrounds, and graphic treatments may be tnodified. The theme of the report will be determined. If City significantly changes the scope of the project, the project will be re-quoted and submitted to client for approval before commencement of additional work. Fees for additional professional services that are not outlined in this agreement will be provided upon request. 2. Estimate does not include custom photography, stock images, printing, mailing, postage, shipping/messengers, freight, and sales tax. These costs will be provided upon request and submitted for City approval before incurred. 3. In case ofproject cancellation, all costs incurred to date are billable. 4. Unauthorized Use (Industry Standard): City shall indemnify Staightline Communications against claims and expenses arising from uses of materials provided by City, for which City does not have the rights to or authority to use. City shall be responsible for payment for any special licensing or royalty fees resulting from the use of City provided material requiring such payment. 5. All work is subject to graphic arts trade customs. If City approval is via email, City is consenting not only to the terms of this Quotation, but also to the payment terms and conditions set forth herein. Mitre-Ramirez, Nona From; Dix, Tom Sent: Tuestlay,Novamber16,2g112:4BPM To: Mlt?e•Ramirez, Norma Subject: FW,StraightlineCommunicationsAgreemeot Hi Norma, Will this da? Tom From, Sheetly, Laura Sent; Tuesday, November 15, 2011 14:47 To; Diz, Tom Subject; Re'. Stmightline Communiations Agreement No, insurance is not required. I thought we removed II from the agreement Perhaps the Clerk will aceepf this email as approval, Thanks, Laura From; Dix, Tam To: Sheerly, Laura Cc: Mbre?Ramire2, Norma Seat TueNov IS 1495332011 Subject: Straightl'me Communications Agreement Hi Laura, I just received the agreement for Siraightllne Communications and it statesthat they need insuranceon file Based on thesfope ofwork that they will be performing isinsuranceacfually necessary? r? Thomas Dix WatwServiresQualityfoordlaator Litt' of Santa Ana 224 S, baisyAueoue Santa Ana, fA 92703 1]4641.3316 11464T834Sfax tdix sontaana,ar