HomeMy WebLinkAboutDGWB ADVERTISING - 2003
. .~u nMC;E ON FILE
"WORK M'AY PROCEED
UNTil INSURANCE EXPIRES N-2003-012
CLERK 01~J1~~gL ~ CONSUL T ANT AGREEMENT (j ':3
DATEl ""7-~"2.(-6, (' ~ b
THIS AGREEMENT, made and entered into this 1j""", day of r-e ~JAC(tt, 2003 by
~ and between DGWB Advertising, a California C corporation (hereinafter "Consultant"), and the
, c)>':"\ City of Santa Ana, a charter city and municipal corporation organized and existing under the
t . f\" 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
pre-press, agency commission and agency time to produce a business
information/marketing folder and letterhead to be used by the City of Santa Ana
Community Development Agency/Economic Development Division.
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:
I. 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,
the rates and charges identified in Exhibit A. The total sum to be expended under this
Agreement, shall not exceed $8,369.99 plus a 10% contingency for a total not to exceed amount
of $9206.99 during the term ofthis 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 June 30,
2003, unless terminated earlier in accordance with Section 12, below. In order to provide
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continuous uninterrupted service to City by Consultant, this Agreement shall cover all services
rendered by Consultant from July 1,2002 to the termination of this Agreement. The term of this
Agreement may be extended upon a writing executed by the Executive Director of the
Community Development Agency 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:
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.
6. 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 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; 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,
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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.
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 oflaw; 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:
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:
Executive Director of Community Development Agency
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City of Santa Ana
20 Civic Center Plaza (M-25)
P.O. Box 1988
Santa Ana, California 92702
telefacsimile (714) 647-6549
and,
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:
DGWB Advertising
217 North Main Street, Suite 200
Santa Ana, California 92701
Telefacsimile (714) 881-2442
Attn: Cindy Melton
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.
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.
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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 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.
IS. PROFESSIONAL LICENSES
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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.
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.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year
first above written.
ATTEST:
CITY OF SANTA ANA
~AM<
City Manager
PATRICIA E. HEAL Y
Clerk of the Council
APPROVED AS TO FORM:
JOSEPH W. FLETCHER
c;~~
By: ~
Cristine aw
Assistant City Attorney
RECOMMENDED FOR APPROVAL:
CONSULTANT
~pL
JOHN . REEKSTIN
Executive Director of the
Community Development Agency
L V'--, 'f?
(:wAN V AUDREUIL
"thi~fFmancJaI Officer
Employer ID # or Individual SS #
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DGWB
Estimate:
Component:
Client:
Attention:
Estimate:
~ 'J '~'AIN sr. '::L'" <-LIt'
;-;AN A A"A. r,;A ')27
1 7 1'''.831.2::J 0
':714881244<,
WWW,DGWB CD."
ESTIMA TE
005352 Folder/Letterhead Printing
I Folder/Letterhead Printing
Date: August 28. 2002
Page: 1
Job: 009459 Folder/Letterhead Printing
Component: 1 Folder/Letterhead Printing
Quote: 1 Revision: 0
Product: CITY OF SANTA ANA - DESIGN
CITY OF SANTA ANA
888 W. SANTA ANA BLVD. 2ND FLOOR
P.O. BOX 1988
SA'HA ANA. CA 92702
UNA GERMAN
Estimate includes cost for pre-press, agency commission and agency time to produce Folder
& letterhead for the City of Santa Ana.
Revisions will require a revised Estimate. Estimate is +/- 10%
Function
AM
PiT
CREATE
VENDOR
Prepared By:
Authorized By:
Amount
ACCOUNT MANAGEMENT
PRODUCTION/TRAFFIC
CREATIVE
OUTSIDE VENDOR CHARGES
220.00
320.00
130.00
4,515.00
Subtotal:
Commission:
Sales Tax:
5,185.00
2,825.00
359.99
Total for Estimate: 005352
Component: 01 Quote: 1 Revision: 0
$8,369.99
Approved By:
. _"!u;:!t.,L Date:
EXHIBIT A
~R-10-20e3 15:47
Predominate State:
Employers Liability:
DGWB
7148812442 P.03
Name" Insured: OOW'B, ~..~)JC .
CUstomer In I
Polici'" Number:
Q~ote N~mber, 023850.01
~an'a<tion 'Type: HE OUOT~ Effective, 01/01/03
Page
WORKERS COMp POLICY INFORMATION Rl!:CAP
Employee Liability Only,
Admiralty Limit,
FEU Limit:
Interstate Exper Mod IO:
Effective Date:
Exper Mod:
CA
Each Accident:
Policy 'Limit,
Each Employee:
NO
Per Accidant:
Program Type:
Pcr ACCident:
Program Type:
1,000,000
1,000,000
1,000,000
fJ - 2CJQ S -G 12
1,000,000
1
1,000,000
1
Policy Minimum Premium: 750
emp1 Liab Minimum PremiUm:
Admiralty Minimum PremiUm:
FELA Minimum Premium:
Combined Policy Premium,
NJ Premium:
ExeCUtive Officers:
Employee Leasing:
Deposit Factor:
Installments:
St.ate:
Rate Iiode:
Retro Plan:
Intra Exper Iiod ID:
Effecti"e Date:
E:xper Mod:
Rate Revision Date:
Oev Revision Date:
Premium DiScount
First:
Next:
Next,
Balance:
Commission Expense:
Other Expenses:
Commission (Norm):
Prem Subj to Corom.
N"O
NO
WORKERS COMP STATE INFORMATION Rl!:CAP
CA
G
NO
00000000
01/01/03
1. 00 (ACTUAL)
01/01/03
01/01/03
NIL
.109
.126
.144
.06
.0504
o
54,965
(5000)
(95000 )
(400000)
(BALAN"CS)
S 1'0 I,'ORM
:APPROVED A
~~
/f.. . c
launl ~.'hel ',ly
Dep"!, t Il} !\lfflfney
TOTAL P. 03
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00.224
NOV-18-2~2 15:08 DGWB
.' "Ii'avelersPropertyCasuaItYJ
A"'-Mrd. Tl'I2vehnGroqp
7148812442 P.02
WORKERS COMPENSATION
AND
EMPLOYERS LIABILITY POLICY
TYPE v
INFORMATION PAGE we 00 00 01 ( A)
POLICY NUMBER: (LJUB-170KG82-1-02)
POLICY ISSUED
REPLACED UNDER SAME NUMBER
INSURER: THE TRAVELERS INDEMNITY COMPANY OF ILLINOIS
,.
INSURED:
DGWB. INc.
217 N. MAIN STREET
#200
IRVINE CA 92701
NeCI Co CODE: 13579
PRODUCER:
MARSH USA INC
DELCINE CHARLES, CASUALTY DEPT
1166 AVE OF THE AMERICAS 40 FL
NEW YORK NY 10036
Insured is A CORPORATION
Other work places and identification numbers are shown in the Schedule(s) attached.
2. The policy period is from 04-10-02 to 01-01-03 12:01 A.M. at the insured's mailing addresss.
3. A. WORKERS COMPENSATION INSURANCE: Part One of the policy applies to the Workers
Compensation Law of the slate(s) listed here:
CA
B. EMPLOYERS LIABilITY INSURANCE: Part Two of the policy applies to work in each state listed in
Item 3.A. The limits of Our liability under Part Two are:
Bodily Injury by Accident: $ 1000000 Each Accident
Bodily Injury by Disease: $ 1000000 Policy limit
Bodily Injury by Disease: $ 1000000 Each Employee
C. OTHER STATES INSURANCE: Part Three of the policy applies to the states, if any, listed here:
AL AR AZ co CT DC DE FL GA HIlA 10 IL IN KS KY LA MA Me ME MI MN
MD MS MT NC NE NH NJ NM NV NY OK OR PA RIse SO TN TX UT VA VT WI
D. This policy indudes these endorsements and schedules:
SEE LtSTING OF ENOORSEMENTS - EXTENSION OF INFO PAGE
4. The premium for this policy will be determined by our Manuais of Rules, Classifications, Rates and Rating
Plans. All required information is subject to verification and change by audit to be made ANNUALLY.
DATE OF ISSUE; 04-11 -02 LK
OFFICE: NEW YORK
PRODUCER: MARSH USA INC
140
AS J FORM
CRI NE LEE SHAW
Deputy City Attorney
G8205
TOTAl P.02