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HomeMy WebLinkAboutKEENAN, TIM (CREATIVE MEDIA) 1 - 2005 N-2005-023 INSURANCE ON FILE WO,qK MAY PROCEED U~L 1N:llIRf\NCE EXPIRES ~<x/P-O:5 CLERK OF COUNCIL DATE'3- '7 -os c; erltO {/+.f!IWJ/ CONSULTANT AGREEMENT THIS AGREEMENT, made and entered into this', 1" day of i do C,OJ ,I ,2005 by and between Tim Keenan dba Creative Media, a sole proprietor (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 providing government entity, constituency and business entity 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: 1. SCOPE OF SERVICES Consultant shall provide outreach regarding the light rail project 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 $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 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 on February 28, 2006, unless terminated earlier in accordance with Section 12, 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. 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. 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. b. Worker's Compensation Insurance. In accordance with the provisions of Section 3300 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. c. 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 canceled or reduced in coverage or changed in any other material aspect without thirty (30) days prior written notice to the City. d. 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 effect Consultant's right to be paid for its time and materials expended prior to notification of termination. Consultant waives the right to 2 receive compensation and agrees to indemnify the City for any work performed prior to approval of insurance by the City. 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. The Consultant further agrees to indemnify, hold harmless, and pay all costs for the defense ofthe City, regarding any action by a third party asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief due to personal or property rights arises by reason of the effects arising from this Agreement. City may make all reasonable decisions with respect to its representation in any legal proceeding. 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. "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. 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: 3 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: City Attorney City of Santa Ana 20 Civic Center Plaza (M-29) P.O. Box 1988 Santa Ana, California 92702 telefacsimile (714) 647-6515 To Consultant: Tim Keenan Creative Media 11105 Knott Avenue, Suite G Cypress, California 90630 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. 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, 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. 4 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, 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. 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. 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. IS. 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 5 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. 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 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. CITY OF SANTA ANA ATTEST: ~-4h1,EALY w:~ Clerk of the Council ~~ City Manager APPROVED AS TO FORM: JOSEPH W. FLETCHER City Attorney /' \,i By: i " - tee Lauta Sheedy Assistant City Attorney CONSULTANT ~ (?Q~--/ TIM KEENAN Operations Director Tax ID# 33-0113129 6 Tim Keenan (dba Creative Media) 11105 Knott Avenue, Suite G . Cypress, CA 90630 . 714/892-9469 fax 714/897-0824 February 3, 2005 Consulting Agreement GOAL OF PROIECT: Assist the City of Santa Ana with general outreach on the the proposed light rail project (known as Centerline) to Government entities, constituency groups, the private sector and business interests. Assist with the development of a compilation of letters of support and endorsement to help the city build a case for countywide support of light rail. SCOPE OF WORK: I) Encourage support of light rail with all 34 cities in Orange County with outreach and contacts with elected council members. Attempt to secure endorsement of a support letter or formal city resolution in support of light rail for central Orange County and Santa Ana. 2) Encourage formal support of light rail in Orange County and Santa Ana with significant constituency groups (Le. environmental interests and educational institutions). Attempt to secure written letters of support from this sector for a light rail project for central Orange County. 3) General outreach to the business community private sector groups (i.e. Chambers of Commerce) to help educate and build support for light rail. This work effort is to build awareness and secure the endorsement of the business community as to the potential benefits to business and citizens of the development of a light rail system for Orange County. CREDENTIALS: Tim Keenan served on the OCTA Board of Directors for six years (one year as Chairman), as a 2-term council member (mayor 1999, 2004) of the City of Cypress and was an active participant in O.c. League of Cities. During his two terms on the city council, Tim built strong relationships with elected officials throughout Orange County and Southern California. As a 25 year business owner of a media communications company, Tim has spent decades building relationships with business people in a variety of business sectors. Education includes Bachelor of Arts in Communications, Cal State Long Beach and continuing education in Local Government through the California League of Cities (League Leadership Academy Graduate). EXHIBIT A . Tim Keenan (dba Creative Media) 11105 Knott Avenue, Suite G . Cypress, CA 90630' 714/892-9469 fax 714/897-0824 February 3, 2005 Cost Proposal for Consulting Agreement GOAL OF PROIECT: Assist the City of Santa Ana with general outreach on the the proposed light rail project (known as Centerline) to Government entities, constituency groups, the private sector and business interests. Assist with the development of a compilation of letters of support or endorsement to help the city buiid a case for countywide support of light rail. ESTIMATE OF COSTS: Maximum amount for services and expenses: $10,000.00 Work to be billed on an hourly basis at a rate of $150.00 per hour plus expenses. Expenses include but not limited to: Mileage Meals Parking/tolls Phone/fax Courier/postage H._ I ACORD,. CERTIFICATE OF LIABILITY INSURANCE Ds~l DA TE I F1DC 02-04-2005 ! /'HODUCER THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION 'CO~ONY WEST FINANCIAL/NAMM/PHS ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HDLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR 1185516 P:(866)467-8730 F:(210)732-3593 ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. P. o. BOX 33015 INSURERS AFFORDING COVERAGE SAN ANTONIO TX 78265 I IWSllRED INSU"," " Hartford Casual tv Ins CO INSURERB The Hartford Ins Groun LINDA & TIM KEENAN DBA CREATIVE MEDIA INSURERC: :11105 KNOTT AVENUE INSURER D: CYPRESS CA 90630 INSURERE: COVERAGES ! THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REOUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR I MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH , POUCIf:S. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. l":'If:! TYPE Of'INSUflANCE rouey MNtABER POliCY EFfECTfVE POLICY EXPIRATION llllfffS GENERA! HABK" Y EACH OCCURRENCE .1 000 000 A r-, 72 SBA NQ4350 09/26/04 09/26/05 .300.000 COMMERCIAL GENffiAL LIABILITY FIFE DAMAGE (Anyon<! lire) :=IJ CLAIMS MADE [K] OCCUR MED EXP (Any one "erson) .10 000 I X' Business Liab I PERSONAL eo ADV INJURY .1 000 000 ~-~ --.-..----.,.----- .2.000.000 - GENERAL AGGREGATE G!!~'LAGGRE<>_,?-_T_' UMlT APPii PER: PRODUCTS - ~OMPIOP AGO .2 000.000 ; POLlCY I f(}RT' X LOC , AtHDMQBlU !tABIlnv COMBINED SINGLE UMIT .1,000,000 A r--I 72 SBA NQ4350 09/26/04 09/26/05 (Eaaccident) I ANY AUTO - ; ALL OWNED AUTOS BODILY INJURY . , i SCHEDULED AU ros (Per person) ~ X HIRED .WTOS BODILY INJURY --J.U NON-OWNED AUTOS lPeraccidlrnt) . -~ I , PROPERTY DAMAGE - $ , lPeroooidlrntl ..---- i , GARAGE llABfLfTV APPROVEDl f )RM AUTO ONLY EA ACCIDENT . ! ANY AUTO AS TO EAACC . .--< OTHER THAN I AUTO ONLY. AGG . , I LXctSS HAJJJ!lTY 'Adr dLv_ EACH OCCURRENCE . I P OCCUR [J CLAIMS MADE .~ ~-~ I Stitt Sheedy AGGREGA TE . I 'Laura . I ----, City Attorn y -- , Assistan . r DEDUCTIBLE RETENTION . . I : WORKERS COMPENSA nON AM) X WC STATU- IOJ~- iB EMPLOYERS'LIABKffY 72 WEC GX9523 09/26/04 09/26/05 .1 000.000 E.L. EACH ACCIDENT I .1 000 000 I , E.L. DISEASE EA EMPlOYEE E.L. DISEASE POUCY UMIT .1 000 000 i I OTHER , ------ llESCJlIPTlON OF OI'fflATlONSIlOCA nONS/VEHICLES/EXClUSIONS ADDED B Y ENDOIlSEMEf'ffISPEC/AL PROWSIONS ?hose usual to the Insured's Operations. : CI::RTIFICATE HOLDER I X I AmJIT1ONA1. INSlJRED; INSURER !ETTER: A CANCELLATION I .- SHOULD ANY OF THE ABOVE DESCRIBED POlK:IES BE CANCELLED BEFORE THE ICity of Santa Anna EXPIRATION DATE THEREOf, THE ISSUING INSURER WILL ENDEAVOR TO MAil 30 DAYS WRITTEN NOTICE (10 DAYS FOR NON-PAYMENT) TO THE CERTIFICATE Attn Jill Arthur HOLDER NAMED TO THE LEFT, BUT FAilURE TO DO SO SHAlL IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER, ITS AGENTS OR '20 Civic Center Plaza REPRESENT A TIVES, i Santa Anna CA 92702 .- ~QEfRfSENT~ , ~ .A._~,- ACORD 25~S 17/971 . ACORD CORPORATION 1988