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HomeMy WebLinkAboutINSIDE PROSPECTS, INC. 1-2003 N-2003-054 CONSULTANT AGREEMENT between, Inside Prospects, Inc., a California corporation (hereinafter Consultant ), and the C ty of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California. ("City ") RECITALS A. The City desires to retain a consultant having special skill and knowledge in the field of compiling and disseminating a directory of businesses within Orange County. B. Consultant represents that Consultant is able and willing to provide such services to the City. 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: 1. SCOPE OF SERVICES Consultant shall provide the City with a 2002 directory listing Orange County businesses, 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, the rates and charges identified in Exhibit A. The total sum to be expended under this Agreement shall not exceed $1,939.50 during the term of this Agreement. b. 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 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 November 6, 2002 and terminate on November 6, 2003 unless terminated earlier in accordance with Section 12, below. The term of this Agreement may be extended upon a writing executed by the Library Director 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 Reserved. 6. 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. 7. 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. 8. 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: 2 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: Library Director City of Santa Ana 20 Civic Center Plaza (M-75) P.O. Box 1988 SantaAna, California 92702-1988 and, City Attorney City of Santa Ana 20 Civic Center Plaza (M-29) P.O. Box 1988 Santa Ana, California 92702 telelhcsimile (714) 647-6515 To Consultant: Inside Prospects, Inc. 4475 Mission Boulevard, #213 San Diego, California 92109 Telefacsimile (858) 483-8811 Attn: Gregory Hankins 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, any notice, tender, demand, delivery, or other 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, any notice, tender, demand, delivery, or other 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. 9. 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 ~vritten 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. 10. 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. 11. 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. 12. 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. 13. JURISDICTION - VENUE This Agreement and all questions relating to its validity, interpretation, performance, and enforcement shall be governed and construed in accordance with the laws of the State of California. 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. 14. 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 her inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. 15. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature heminbelow has the power, City 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 City 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. // 1N WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. APPROVED AS TO FORM: JOSEPH W. FLETCHER City Attorney By: ~Laura Sheedy Assistant City Attorney CITY OF THE CITY O~ SANTA ANA City Manager APPROVED AS TO CONTENT: Library Director CONSULTANT President TAXID: ~5 -O~Q~oJ~ K:\WPDOCS~D030\P001 \00007929.DOC 6 Inside Prospects, Inc. 4475 Mission Blvd~ Ste 213 San Diego, CA 92109 Heather Folmar Librarian Santa Ana Public Library 26 Civic Center Plaza Santa Ana, CA 92701 Ph: 714-647-5264 Fax: 714-647-5291 Invoice and Lease Agreement 10/21/2002 Tax lID # 33-0874966 Invoice Number: OC02-2021 858-483-5393. Fax 858-483-8811 Orange County/G. HANKINS Ship to: Same QTY DIRECTORY LEASE IS FOR 12 MONTHS ONLY Orange County November 2002 Edition 2002 to Nov 6, 2003 Lease period: Nov 6, (North/Central/South) Shipping Subtotal Tax TOTAL Payment with order BAT,AlqCE DUE SPECIAL ~NSTRUCIIONS: Replacement directory in six months, no additional charge. This invoice is due and payable on or before November 15, 2002. Thank You! $1,790,00 $t0.00 $1,800.00 $139.50 $1,939.50 $0.00 $1,939.50 CUSTOMER'S SIGNATURE DATE IPinc. SIGNATURE DATE Heather Folmar (PLEASE PRINT NAME) Note: This is your invoice for payment. ~ a~o~ts ~ due and payable upon receipt of this invoice and are past due atter Thirty (30) days (unless noted otherwise above). A fin~neo charge of 1.5% per month ~ be charged to past due accounts. All remittance payable to: Inside Prospects, Inc. at the address above.