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HomeMy WebLinkAboutThe Truth Agencyante Ana . ~ Clerk of the Council AGREEMENT TERMINATION Pose complete this form when the attached agreement is no longer in effect. Retufn form to the Clerk of the Council Office (M-30). CaN 647-5237 if you have any questions. The agreement with Truth No. N-2006-070 was completed on 12-31-2006 and final payment has been made. ~ t..~ Department: Design Engineerinc~'=-P~1/A ;~ ~ • -~ Phone/Ext.: 5664 ,. Jason Gab ~ I ~ *t~ Signature: Date: Revie9d 07-23-07 INSURANCE NOT ON FILE rv-zoo6-o~0 WORK UAY I~QI PROCEED CLERK OF COUNCIL CONSULTANT AGREEMENT DATE: ~ "~°6 O PWAC~) t S. Gobriel~ THIS AGREEMENT made and entered into this 30°i day of June, 2006 by and between The Truth Agency, a California corporation (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 held of aesthetic design of signs and markers. 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 cspcctcd from a professional consulting firm in the teld. NOW THF,RF.FORE, inconsideration of the rnutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows: SCOPE OF SERVICES Consultant shall create a theme and design munument signs to display service clubs within the City, as set forth in Exhibit A to this Agreement. Corsultant shall deliver to City all work product which results from the services provided. Said work product shall he submitted in a hard copy and produced in a form compatible with City's computer system, as agreed between the Project Manager and Consultant. In regard to any copyrightable material produced as a deliverable under this Agreement, including but not limited to books, reports, plans, photographs and drawings, the Consultant understands and shall ensure that all of Consultants affected offlccrs, employees, agents, contractors. and volunteer workers also understand that (a) all such material may not be copyrighted without prior review icom the City, and (b) the authors of all such malarial, whether copyrighted or not, award to the City, and to its officers, agents and employees acting within the scope of their official duties, as a condition of payment to the Consultant, aroyalty-free, noneschtsive, irrevocable license throughout the world for governmental purposes ro disclose, publish.. translate, reproduce, and use such materials 2. COMPENSATION a. City agrees to pay, and Consultant agrees to accept as total payment for its services, the rates and charges identified in Yxhibit A. The total sum to be expended under this Agreement shall not exceed $3,000.00 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 he expected by Cily. 3. TF,RM This Agreement shall commence on the date first written above and tenniuate on December 3l, 2006, wiles terminated earlier in accordance with Section 12, below. The term of this Agreement may be extended upon a writing executed by the F,xecutive Director of public Works and the City Attorney. 4. INDF,PENDF.NT CONTRACTOR Consultant shall, during the entire term of this Agreement, he 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 Cily to exercise discretion or control over the professional manner in which Consultant performs the services which are the suhject 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 he responsible for all applicable withholding taxes. 5. INSURANCE Prior to undertaking performance of work under this Agreemeut, Consultant shat] maintain and shall require its subcontractors, if any, to obtain and maintain inswance as described below: a. Workers Compensation Insurance. In accordance with the provisions of Section 3300 of the Labor Code, Consultant, if Consultant has any employees, is required to he insured against liability for worker's compensation or to undertake self-insurance. Yrior to commencing the perfurmance 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. INDEMNIFICA'PION Consultant agrees to and shall indemnify and bold huuiless the City, its olficers, 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 sectiun 1 of this Agreement_ 7. CONFIllENT1ALITY If Consultant receives front 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 nr 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 R. 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, ur sent by telefacsimile or other telegraphic communication in the manner provided in this Section, to the following persons: "fo City: City Clerk City of Santa Ana 20 Civic Center Ylaza (M-30) P.O. Box 1988 Santa Ana, CA 92702-1988 telefacsimile (714) 647-6956 With courtesy copies to Public Works Agency City of Santa Ana 20 Civic Center Plaza (M-21) P.O. Box 19RR Santa Ana. California 92702-19RR telefacsimile (714) 647-5635 and City Attorney City of Santa Ana 30 Civic Center Plaza (M-29) P.U. Box 1988 Santa Ana, California 92702 telefacsimile (714) 647-6515 1'o Consultant: ~TTrIC Truth Agew;y--~ 454 North Broadway Santa Ana, California 92701 telefacsimile (714) 542-8757 Attn: Joseph Duffy A party may change its address by giving notice in writing to the other party. 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 seirt by telefacsimile, communication shall be effective or deemed to have been given twenty-four (24) hours after the time set lorih 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 purehasc 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 arc not embodied herein. 11. ASSIGNMENT Inasmuch as this Agreement is httended to secure the specialized services of Constiltant, 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 arc 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, Consuham shall be entitled to receive and the City shall pay Consultant compensation for al] 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 ]aw, and Consultant consents to the City's use thereof for such purposes as the City deems appropriate. 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. 15. PROFESSLONAL LICENSES Consultant shalt, throughout the term of this Agreenment, 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 because for termination of tlmis 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 injwies 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 hcrcto have executed this Agreement the dale and year first above written. ATTF,ST: ~L~~ ~~: r .~['ATKICLA I'.. HEAI,Y C7 Ciry Clerk CITY OF SANTA ANA ~~ {s:llAVIU N. AM City Manager APPKOVF.D AS TO FORM: JOSEPH W.FLETCHFR City Attorney n ~ , Laura Sheedy ~ ~ Assistant City Attorney RECOMMENDED FOR APPROVAL: .~v~ JAMES (i. ROSS Executive Director-Public Works ~- ~_~ TRUTH r.ercTici--~ J S ID Y resident Tax ID# 33 -a732q? o POLICYt~LOEIt COPY STATE P_O. BOX 420A07, SAN FRANClSCO,CA 94742-0807 COMPENSATION INSURANCE FUND CERTIFICATE OF WORKERS' COMPENSATION INSURANCE ISSUE DATE: 01-07-2007 GROUP: PpLICY NUNIBBA: 144353B-2007 CERTIFICATE ID: 17 CERTIFICATE EXPIRES: 01-Ot-2008 iV-a00(, -- old o~-ot-zOO7~o~-of-sooa YATES ~ ASSOCIATES INSIiRANCE SERVICES SP JOB:ALL OPERATIONS PO e0X 25'133 SANTA ANA CA 927ti9-5133 This is to certify that we have issued a valid Worksrs' Compensation insurance policy in a form approved by she California Insurance Commissioner to the employer named below !or the palicy period indicated. This policy is net Subject to canc8tlation by the Fund except upon 10 days advance written notice to the employer. We will also give you t0 days advance notice should this palicy be cancelled prior to its normal expiration. This Certificate of insurance is not an insurance policy and does not amend, extend pr alter the Coverage afforded by the palicy listed herein. Notwithstanding any requirement, term pr Condition of any CCntract or other dpCUment with respect to which this certificate of insurance may be issued or to which it may pertain. the insurance afforded by the pa{icy described herein is subject to all the terms, exclusions, and Conditions, of Such pOIiCY• ~~~ THORIZED REPRESENTATI PRESIDENT EMPLOYEA~S LIA6ILiTY LiMIt INCLUDING DEFENSE COSTS: 51,000,000 PEQ OCCU1iRENCE. ,~ ~~ L. c ~~ _..----- EMPLOYER 7>rEBB 4 DUFFY, INC. DBA: TRUTH AND ADVERTiISING 454 N. 9ilOAbWAY STE. 200 SANTA ANA CA BZ701 SP M0408 PRIII~ED t 1-18-2008 1REV.2-OS) ., Z0'd LSLI3zbS~ZL JNISIli~IS~Qti QNd Hlfl~ll SZ :9Z L00Z-60-Jflt) Estimate Jason Gabriel Date 06-OB-D6 City of Santa Ana Number 06-2902-SA Public Works Agency Revision Original 20 civic center plaza M-21 AEReam JN Post Office Bax 1988 Client PO Sanla Ana, CA 92702 Due Date: NamelTitle: Service Club Sign Design 3-4 digital perspectives with suggestetl materials, up to 2 3 schemes Deliverables DesclSpecs: , , revisions on each scheme aker feetlback from client. materiality researched with a pricing quote from at least 1 frm on fabrication. Description Est. Hours Estimate Design/Layout 28.00 $2,66000' Preliminary Art Subtotal : $ 2,660.00 Account Management 0.75 $ 71'25 Client Services Subtotal : S 71.25 PhonelFax/Other $ 18.75 Other Subtotal: $ 18.75 Subtotal S 2,750.00 •7.7500% Sales Tax: $ 206.15 TOTAL S 2,956-15 Total Estimated Hours: 26.75 Estimated buyouts are accurate fo the hest o(our ability to predict costs. Charges will be billed based on actual vendor invoices and may vary from this estimate t 10%. Shipping costs are not included. In accordance with your instructions we are undertaking obligations on yourbetralf, as your agent, involving the materials or services enumerated above. You hereby agree to reimburse us for the costs of such malarial or services plus our compensation as your agent. Approvals Client Date: Agency ~ Date: -~1 'r.