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HomeMy WebLinkAboutSANTA ANA CHAMBER OF COMMERCE 3 - 2016INSURANCE ON FILE Nee4Au& V,oRnli MAY PROCEED UNTIL INSURA14C EXPIRES `—Q UL', S-1-0 VVC'. LERK OF COU 921118 OATEa APR CONSULTANT AGREEMENT Cy� THIS AGREEMENT is made and entered into this 1st day of April, 2016, by and between the Santa G Ana Chamber of Commerce (hereinafter "Consultant"), and the City of Santa Ana, a charter city and '0 municipal corporation organized and existing under the Constitution and laws of the State of California ("City'll), RECITALS A. The City desires to retain certain services by the Consultant as part of the City's ongoing effort to encourage the retention and expansion of existing businesses in the City. B. Consultant represents that Consultant is able and willing to provide such services to the City, C. In tmdertaking 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; SCOPE OF SERVICES Consultant agrees to perform during the term of the Agreement the tasks and obligations set forth in Exhibit A, incorporated by reference, Except where noted, Consultant shall supply all labor, materi s, tools, equipment, and incidental customary work required to fully and adequately complete the services. 2, COMPENSATION A. City agrees to pay, and Consultant agrees to accept as total payment for its services, the rates mid charges identified in Exhibit A. B. The total sum to be expended under this Agreement shall. not exceed $10,000.00 during Hie term of this Agreement. C. 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 rade for work which fails to meet the standards of perfonnance 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, 2017, unless terminated earlier in accordance with Section 12, below, 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. Consultant shall maintain commercial general liability insurance which shall include, but not be limited to protection against claims arising from bodily and personal injury, including death resulting therefrom and damage to property, resulting from any act or occurrence arising out of Consultant's operations in the performance of this Agreement, including, without limitation, acts involving vehicles. The amounts of insurance shall be not less than the following: single limit coverage applying to bodily and personal injury, including death resulting therefrom, and property damage, in the total amount of $1,000,000 per occurrence, and in the aggregate. Such insurance shall (a) name the City, its officers, employees, agents, volunteers and representatives as additional insured(s); (b) be primary and not contributory with respect to insurance or self-insurance programs maintained by the City; and (c) contain standard separation of insured's provisions. B. Business automobile liability insurance, or equivalent form, with a combined single limit of not less than $1,000,000 per occurrence. Such insurance shall include coverage for owned, hired and non. owned automobiles. C. Worker's Compensation Insurance. In accordance with California state law, 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. D. The following requirements apply to the insurance to be provided by Consultant pursuant to this section: (i) Consultant shall maintain all insurance required above in full force and effect for the entire period covered by this Agreement. (ii) Certificates of insurance shall be furnished to the City upon execution of this Agreement and shall be approved in form by the City Attorney. (iii) Certificates and policies shall state that the policies shall not be cancelled or reduced in coverage or changed in any other material aspect without thirty (30) days prior written notice to the City. E. If Consultant fails or refuses to produce or maintain the insurance required by this section or fails or refuses to furnish the City with required proof that insurance has been procured and is in force and paid for, the City shall have the right, at the City's election, to terminate this Agreement. Such termination shall not affect Consultant's right to be paid for its time and materials expended prior to notification of termination. Consultant waives the right to receive compensation and agrees to indemnify the City for any work performed prior to approval of insurance by the City. 6. INDEMNIFICATION To the fullest extent permitted by law, Consultant shall indemnify, defend and hold harmless City, its officers, agents and employees (collectively, the "indemnified parties") from and against any and all claims (including, without limitation, clams for bodily injury, death or damage to property), demands, obligations, damages, actions, causes of action, suits, losses, judgments, fines, penalties, liabilities, costs and expenses (including, without lhnitation, attorney's fees, disbursements and court costs) of every kind and nature whatsoever (individually, a claim; collectively, "claims"), which may arise from or in any manner related (directly or indirectly) to any work performed or services provided under this Agreenent (including, without limitation, defects in workmanship and/or materials) or Consultant's presence or activities conducted performing the work (including the negligent and/or willful acts, errors and/or omissions of Consultant, its principals, officers, agents, employees, vendors, suppliers, contractors, subcontractors, anyone employed directly or indirectly by any of them or for whose acts they may be liable for any or all of them). Notwithstanding the foregoing, nothing herein shall be construed to require Consultant to indemnify the indemnified parties from any claim arising from the sole negligence or willful misconduct of the indemnified parties. This indemnity shall apply to all claims and liability regardless of whether any insurance policies are applicable, The policy limits do not act as a limitation upon the amount of indemnification to be provided by the Consultant. 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 infornation except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own infonnation of like importance, but in no event less than reasonable care. "Confidential Information" shall include all non-public 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 infonmation 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 facsimile or other telegraphic con-rinunieation in the manner provided in this Section, to the following persons; To City: City Cleric City of Santa Ana 20 Civic Center Plaza (M-30) F.O. Box 1988 Santa Ana, CA 92702-1988 Facsimile: (714) 647-6956 With courtesy copies to: City of Santa Ana Economic Development Division 20. Civic Center Plaza (M-25) Santa Ana, CA 92702 Facsimile: (714) 647-6549 and City Attorney City of Santa Ana 20 Civic Center Plaza (M-29) P.O. Box 1988 Santa Ana, California 92702 Facsimile: (714) 647-6515 To Consultant: Santa Ana Chamber of Commerce 1631 W. Sunflower Ave., #C-35 Santa Ana, CA 92704 Facsimile: (714) 541-2238 Telephone: (714) 541-5353 A party may change its address by giving notice in writing to the other party. Thereafter any notice, tender, demand, delivery, or other 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 facsimile, 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, Conmty 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, that 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, Consultant may be required 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. NON-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 farther agree that Orange County, California, shall be the venue for any action or proceeding that maybe 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 his 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 teens 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 T Maria D. Fluizar City Clerk APPROVED AS TO FORM Sonia R. City Air IN Attorney RECOMMENDED FOF APPROVAL Kelly Reenders, utive Director City of Santa Ana CITY OF SANTA ANA David Cavazos City Manager CONSULTANT David L. Elliott, President & CEO Santa Ana Chamber of Commerce EXHIBIT A City/Chamber Business Retention Program 2016 Scope of Work In an effort to encourage the retention and expansion of existing businesses In the City of Santa Ana, the City has established a cooperative business retention program with the Santa Ana Chamber of Commerce. The Intent of this program will be to outreach to local businesses and provide local contacts in the City and Chamber and gather pertinent data on their immediate needs, future plans and opportunities for continued growth in the City. This program will fulfill the City's Strategic Plan Initiative' 'Economic Development, Goal Id of ensuring a healthy, vibrant and friendly business environment. Program: To ensure the City is proactively reaching out to Santa Ana businesses, the City of Santa Ana would like to contract with the Santa Ana Chamber of Commerce to conduct co-op business retention site visits. City Obligations: • The City will provide a business list to provide to retention team members for outreach. • The City will, to its best ability, be available to attend with Chamber members during business outreach meetings. • The City will send a follow-up letter/email thanking the business for taking the time to provide the survey information. Any additional follow-up will be responded to by the City. • The City will input survey data into its Executive Pulse business database, • The City will prepare a quarterly summary report for discussion at the monthly meeting. Chamber Obligations: Chamber will provide the City a list of Chamber representatives that will be going out on retention visits. Chamber will conduct business retention visits (in-person) and will complete the City's approved retention survey with that business. EXHIBIT A • The City will pay the Chamber $500/month for a minimum of 20 surveys. Each additional survey will be paid at $25/survey. Contract will be not to exceed $10,000 in year, • Chamber shall submit completed surveys on the 10th day of the following month with an Invoice, • Chamber representatives must administer the business retention survey and receive responses to a majority of the questions posed. • The Chamber must participate in a monthly meeting to discuss survey information received. Payment Schedule Chamber will be paid withln 30 days of invoicing the City. Chamber Contact: David Elliott CEO Santa Ana Chamber of Commerce 1631 W. Sunflower, G35 Santa Ana, CA 92704 City Contact: Kelly Reenders Executive Director for Community Development nATG INVon MY) CERTIFICATE OF LIABILITY INSURANCE 02129/2'016 THIS CERTIFICATE IS ISSUED AS A. MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND On ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW, THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING iNSURER.ISI, AUTHORIZED REPRESSt"NTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT,. lithe* certificate holder is an AnSITiONAL INSURED, the pofiq es) must he endorsed. It SUBROGATION IS WAIVED,subject to the forms and conditions of the poGcp, certain policies may require an endorsement. A statement on NO certkFicate does not confer rights to the certificate holder in lien of such endorsement(s). "'DucalCONTACT Eddie QDlllares Jr. State Farre Agency NAKE Eddie Qdflares Jr 415 N. Broadway LNiGN1.ka.e1-0.6977350_...... __ 1J NRI ?#46777156_ @-RAIL - - Santa Ana, CA 92701 noo ess edd eeddleg esu ante com__– - - THIS ISM CERTIFY THAT THE. POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INC.URED NAMED ABOVE FOR 'THE POLICY PERIOD INSaIFtEnjS}RPFONt%NG cpYEftPLiE. � ClA4CaR EXCLLU#ONS AND CONDITIONS OF SUCH POLICIES, LIMITS SHOWN MAY HAVE SEEN REDUCED BY PAID CLItiM& LNSURER A - Shite Farm Fla and Case.Idlty Company 26143 INSURED Santa Ana Chamber of Commerce ftWRER n; Slam Farre Gonatal. Insurance Company 25169 1631 W, Sunflower Ave STE C35 MUKER c- Santa Ana, CA 92704 INSURER '6Shi, 'LY6RLRit{b—__ FA".FiAI i`FS fa orrur gree ATTN: Marty Perterson INSURER E: _ $ 10.000 COVERAGES CERTIFICATE NUMBER.75-0150 REVISION NUMBER THIS ISM CERTIFY THAT THE. POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INC.URED NAMED ABOVE FOR 'THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT NTH RESPECT TO WHICH THIS CERTIFICATE MAY HS ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDr-D BY THE POLICIES DESCRIBED HEREIN 15 SUPIECT TO ALL THE TERMS, EXCLLU#ONS AND CONDITIONS OF SUCH POLICIES, LIMITS SHOWN MAY HAVE SEEN REDUCED BY PAID CLItiM& [NailAOOi.SU" (duly 15Pf1CpLal:Y Xt'. (rrr I.Tae TYPE OF [nSURAnCE :INSR - POLICY NUNVIER M'SUfSNYYYYM,L &1R Mk*yN LIMITS A GENERALLIAULITY Y 92-CMf-15499.2 G 0310i el 031011201T FA04 OWURREriee, $ .4tl4,4[W E X C.ON61CRUAL GGYFRAL LIAIY'LITYS '6Shi, 'LY6RLRit{b—__ FA".FiAI i`FS fa orrur gree __ 3aO ODO hiE3 CTI'{Any one Anr&5n1 I. hlf,LtMhDF O^.CUR $ 10.000 PEHSJMALR Atr/INJURY S 3,400ROO OFNENALAGGF2ECA11. S 9,000,000 GP41 PCG14FGATF LI MIT APIA, FS PFR 7;rjoL rs - CCA AN, AGO S 4,46Q,4L14 -) -' PRd f--- 1 a+i}iIGY _OCT I.CM: S AUT'OIA391LELIA©ILITY❑�'. jCOMbINEU: NU_L LIMIT_-- - - _ I I(bagXIPY1'A� a _ ANY ALTO I i I SoDa_y INAJRY{Pm'a.!1 � ALLOVMLO I I5CHL V D AUTQ3Atf; LC LOOM INJURY{W: ax:dafi} g ',4fVt3 ! U I-�RED AUTOS IAON I Ait^,',IS,MfAC.,F S y UA19REL.LA HAP r),nIH100 LnF. ri+X.wUF[;�trlCt S EXCESS LIAe CLAPds-NAULI ( - ACOdLCA1C S 6E0 - RUCNTIONS is B .--.._...W....._.,...._ WOM0,R5CONIFE.VSATiON 9T-EB-E9tI$$I - 0`2!0'[12416 02Arti3617 tic. fhlU Til TiI va! Exhibit B ADDITIONAL INSURED ENDORSEMENT FOR COMMERCIAL GENERAL LIABILITY POLICY Insurance Company: State harm Insurance This endorsement modifies such insurance as is afforded by the provisions orPolicy Number; 92-C-1:499-2 totaling to the following: i) I he City of Santa Ana. 20 Civic plazas, Santa Ana, California 92701; its elected and appointed officials; its offrccas, uaraytloyc agctrts, volunteers and representatives are names asadditional insured with regard to liability and defense of suits arising from operations :and uses performed by or on behalf of the named insured. 2) 5,a;'ith respect to claims arising out ot'tlac operations and uses performed by or ou behalf of die, names insured. such insurance is is afforded by this policy is primary and is not additional to or to contributing with tmv athcr insurance carried by or for the benefit of the additional insured. 3) Mas insurance applies separately to caach insured against whom claim is or suit is brought except with respect to the company's limit of liability. This inclusion of any person or organization as an insured shall not afrw any right which is such person or organization would have as claimant if not so included. 4) With respect to the additional insured, this insurance shall not be cancelled, or materially reduced in coverage or limits except after thirty (30) written notice has been given to The City or Santa Ana, 20 Civic: Placa. Santa Ana, California 92701 Effective March 0L 201k this endorsement form as a pan of Policy ,'umber: 92-f"M-E.'499-2 lssucd to Santa Ana Chamber of Commerce countersigned b( VN A atho 'zed Representative