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HomeMy WebLinkAboutMACDONALD, SYBIL ALICIA - 2016JF ANCE ON FILE 0- l7 CM AY PROCEED N-2016-148 iNSURANCE EXPIRES 20 CONSULTANT AGREEMENT 111RI OF � "l 'GREEMENT is made and entered into this 3r day of Cbb 2016, by and between Svbil jlicia MacDonald, an independent contractor (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 public relations and communications support services, including three major focus areas: 1) media relations; 2) marketing; and, 3) community engagement and outreach. 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: SCOPE OF SERVICES Consultant shall perform those services 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, one -hundred and forty dollars ($140.00) per hour. The total sum to be expended under this Agreement shall not exceed twenty-five thousand dollars ($25,000.00) during the term of this Agreement. b. Consultant shall issue invoices to the City twice a month outlining billable hours by project and focus area of work performed. C. Payment by City shall be made within forty-five (45) days following 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 This Agreement shall commence on the date first written above and terminate six (6) months after the commencement date, unless terminated earlier in accordance with Section 15, below. The term of this Agreement may be extended upon a writing executed by the City Manager 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. OWNERSHIP OF MATERIALS This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all work product, copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under this Agreement ("Documents & Data"). Consultant shall require all subcontractors to agree in writing that City is granted a non-exclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all Documents & Data. Consultant makes no such representation and warranty in regard to Documents & Data which were provided to Consultant by the City. City shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City's sole risk. 6. 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. Commercial General Liability Insurance. Waived based upon consideration of services to be rendered. 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 the provisions of Section 3700 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. d. If Consultant is or employs a licensed professional such as an architect or engineer: Professional liability (errors and omissions) insurance, with a combined single limit of not less than $1,000,000 per claim with $2,000,000 in the aggregate. e. 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 by the City. (iii) Certificates and policies shall state that the policies shall not be canceled or reduced in coverage or changed in any other material aspect without thirty (30) days prior written notice to the City. 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 forthwith 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. 7. INDEMNIFICATION Consultant agrees to and shall indemnify and hold harmless the City, its officers, agents, employees, consultants, special counsel, and representatives from liability: (1) for personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including death, 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; and (2) from any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects arising from this Agreement. This indemnity and hold harmless agreement applies to all claims for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in this Section or by reason of the terms of, or effects, arising from this Agreement. The Consultant further agrees to indemnify, hold harmless, and pay all costs for the defense of the City, including fees and costs for special counsel to be selected by the City, regarding any action by a third party challenging the validity of this Agreement, or asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief due to personal or property rights arises by reason of the terms of, or effects arising from this Agreement. City may make all reasonable decisions with respect to its representation in any legal proceeding. 8. INTELLECTUAL PROPERTY INDEMNIFICATION Consultant shall defend and indemnify the City, its officers, agents, representatives, and employees against any and all liability, including costs, for infringement of any United States' letters patent, trademark, or copyright infringement, including costs, contained in the work product or documents provided by Consultant to the City pursuant to this Agreement. 9. RECORDS Consultant shall keep records and invoices in connection with the work to be performed under this Agreement. Consultant shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any services, expenditures, and disbursements charged to the City for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Consultant under this Agreement. All such records and invoices shall be clearly identifiable. Consultant shall allow a representative of the City to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement during regular business hours. Consultant shall allow inspection of all work, data, documents, proceedings, and activities related to this Agreement for a period of three (3) years from the date of final payment to Consultant under this Agreement. 10. 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 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. 11. 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. 12. 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 fax 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 Fax 714- 647-6956 With courtesy copies to: and City Manager's Office City of Santa Ana 20 Civic Center Plaza P.O. Box 1988 Santa Ana, California 92702 Fax 714- 647 - City Attorney City of Santa Ana 20 Civic Center Plaza (M-29) P.O. Box 1988 Santa Ana, California 92702 Fax 714- 647-6515 To Consultant: Sybil Alicia MacDonald 6381 Lindenhurst Avenue Los Angeles, CA 90048 sybil@marketing-comm.com 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 fax, 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. 13. 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 or 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. 14. 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. 15. 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: 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. 16. 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. 17. 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. 18. 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. 19. 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 VVHFRCO - 4he jmrflrw 1*ore?tra have exc-rultxd lhrs Atdreo- ool 1hp. dote and yoar fits, xhr>ve wtittery_ ATTEST: Uty OF SANTA ANA MARIA 0 fi tt ttZAR DAViD v> Clork of l e Cvuricil file Manager APPROVED Aq TO FOfiP9. City A�foii j 5 t3y..w�` Ryan Of bdge Atsss4arSt,{li ily Attorp"ey RFC.:i)MMENDED t -OR APPROVAL. F061LLf CIi f 1 J Tax If).# ` (( /06676,T TEMPORARY PUBLIC RELATIONS AND COMMUNICATIONS SUPPORT SERVICES SCOPE OF WORK The Scope of Services includes three major focuses areas: Media Relations; Marketing; and Community Engagement and Outreach, MEDIA RELATIONS This focus area encompasses implementing strategies that will garner positive media attention while proactively responding to routine and time -sensitive media inquiries, Consultant will leverage the media to tell the Santa Ana story, using both traditional and nontraditional methods to best deliver our message, Sample deliverables include, but are not limited to: • Arrange for and coordinate media coverage, including drafting of press releases, organizing press conferences and interviews, coordinating media attendance at City events, and arranging appearances on appropriate media outlets. • Support City staff in preparing for and responding to media inquiries. Exceptional marketing efforts strengthen the City's Impact to reach our target audience and achieve measurable results. Sample deliverables include, but are not limited to: • Develop collateral and advertising material, such as: graphic design for the development of print collateral, print and broadcast advertising, public meeting presentation materials, and supplemental video productions, • Plan, execute and manage marketing strategies through social media platform development. • Develop advertising strategies that include earned and paid ad placement. COMMUNITY ENGAGEMENT AND OUTREACH Successful community engagement and outreach strategies will help the City in connecting with key stakeholders. The City seeks a firm that can assess the diverse needs and concerns of our community, Identify opportunities to engage with community, and foster strong relationships to ensure success. Sample deliverables include, but are not limited to: • Utilize effective community engagement and outreach strategies that will Improve all forms of communication with the public, which includes the City's government access channel (CTV3), official websites, City social media sites, and other forms of communication as recommended by the Consultant, Make recommendations to the City for more timely, transparent and effective communication with residents, businesses, and visitors, • Leverage existing communication tools and identifying new opportunities to build on the City's communications network, The Scope of Services above is not exhaustive. Each project or initiative may include one or more of the above listed focus areas and shall be evaluated by the Consultant on a case by case basis. Recommendations shall be developed In consultation with the City and approved in advance of implementation by designated City project staff, Sample projects and initlatives that may require public relations support, assistance, and coordination may Include, but are not limited to; • Community Branding • General Plan Update • Economic Development and GROW Conference • Amerloan Planning Association's Great Neighborhood Award • Voter Outreach • Marijuana Regulatory Program • Bristol Improvement Project • Bristol Specific Plan • Homelessness • West Nile and Zika Virus • City Budget and Performance • Traffic and Pedestrian Safety • Police Officer Recruitment • Water Quality Lead Awareness • Water Conservation • City News — Water Bill Insert Newsletter • Various Capital Improvement and Infrastructure Projects • City Produced Events (i.e. Plaza Navidena, Dia del Nino, etc.) ACCII, bW VEHICLE OR EQUIPMENT CERTIFICATE OF INSURANCE DATE (MMIDD YYYY) 09/26/2016 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 OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. This form is used to report coverages provided to a single specific vehicle or equipment. Do not use this form to report liability coverage provided to multiple vehicles under a single policy. Use ACORD 25 for that purpose. PRODUCER CONTACT NAME: HAMPTON StateFann SINNER INSURANCE AGENCY, INC 6535 WILSHIRE BLVD SUITE 117 AICNNo EM; 323-651-4775 plc ND: 323-651-3291 E-MAIL ADDRESS: LOS ANGELES, CA 90048 PRODUCER CUSTOMER ID q: INSURER(S) AFFORDING COVERAGE NAIC9 DATE IMMIDDIYYYYI INSURED INSURERA: State Farm Mutual Automobile Insurance Company 25178 INSURER B: STEVE & SYBIL A MACDONALD INSURER C: 6381 LINDENHURST AVE INSURER D: LOS ANGELES, CA 90048-4729 INSURER E: BODILY INJURY (Per person) DESCRIPTION OF VEHICLE OR EQUIPMENT YEAR 2003 MAKE I MANUFACTURER LEXUS MODEL LS430 BODY TYPE 4DR VEHICLE IDENTIFICATION NUMBER JTHBN30F430098596 DESCRIPTION listed herein b olic numbers. SERIAL NUMBER COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POUCY(IES) OF INSURANCE LISTED BELOW HAS/HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD(S) INDICATED, NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACTOR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAYBE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POUCY(IES) DESCRIBED HEREIN IS/ARE SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICY(IES). INSR ADD'L listed herein b olic numbers. POLICY EFFECTIVE POLICY EXPIRATION NAME AND ADDRESS OF ADDITIONAL INTEREST LTR INSRD TYPE OF INSURANCE POLICY NUMBER DATE (MM/DDiri DATE IMMIDDIYYYYI LIMITS Santa Ana, CA 92701 X VEHICLE LIABILITY COMBINED SINGLE LIMIT $ BODILY INJURY (Per person) $ 1,000,000 4003551-D20-75 09/26/2016 10/20/2017 BODILY INJURY (Per accident) $ 1,DDD,000 PROPERTY DAMAGE $ 1,000,000 GENERAL LIABILITY EACH OCCURENCE $ OCCURRENCE GENERAL AGGREGATE $ CLAIMS MADE $ INSR LOes POLICY EFFECTIVE POLICY EXPIRATION LTR PAYEE TYPE OF INSURANCE POLICY NUMBER DATE(MMIDDIYYYY) DATE(MMIDDIYYYYI LIMITS/ DEDUCTIBLE X VEH COLLISION LOSS I] ACV ❑ AGREED AMT It LIMIT E]❑ STATED AMT $ 500 DED X VEH COMP VEH OTC I] ACV ❑ AGREEDAMT $ LIMIT ❑ ❑ STATED AMT $ 1000 DED PROPERTY ❑ ACV ❑ AGREED AMT $ LIMIT BASIC BROAD RC ❑ ❑ BTATEDAMT $ DED SPECIAL ❑ X ERS REMARKS (INCLUDING SPECIAL CONDITIONS / OTHER COVERAGES) (Attach ACORD 101, Additional Remarks Schedule, if more space is required) ADDITIONAL INTEREST CANCELLATION v Select one of the following: SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED X The additional interest described below has been added to the pclicy(ies) listed herein by policy number(s). BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE A request has been submitted to add the additional interest described below to the pollcy(ies) DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. listed herein b olic numbers. VEHICLE I EQUIPMENT INTEREST: LEASED FINANCED DESCRIPTION OF THE ADDITIONAL INTEREST X ADDITIONAL INSURED LOSS PAYEE NAME AND ADDRESS OF ADDITIONAL INTEREST X LENDER'S LOSS PAYEE EMPLOYER David Cavazos, City Manager LOAN I LEASE NUMBER The City Of Santa Ana AUTHORIZED REPRESENTATIVE Santa Ana, CA 92701 ©1997-2010 ACORD CORPORATION. All rights reserved. ACORD 23 (2010105) The ACORD name and logo are registered marks of ACORD 1004361 142987,2 01-28-2013