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HomeMy WebLinkAboutALLISON & PARTNERS-2006 A-2006-208 INSURANCE NOT REQUIRED WORK MAY PROCEED CLERK OF COUNCIL DATE: q-2-r-O(P CONSULTANT AGREEMENT o :I'D (6 t,JtJluaJ THIS AGREEMENT, made and entered into this 5th day of July, 2006 by and between Allison & Partners, a California S Corporation (hereinafter "Consultant"), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws ofthe State of California (hereinafter "City"). RECITALS A. The City desires to retain a consultant having special skill and knowledge in the field of marketing to prepare an "OC Ready" marketing campaign aimed at raising awareness and encouraging residents and businesses to be ready in the event of an emergency. B. City, acting through the Santa Ana Police Department in its capacity as the Core City for the Santa Ana Urban Area under the FY04 Urban Areas Security Initiative, has applied for, received and accepted a grant from the federal Department of Homeland Security, Office of Domestic Preparedness, through the State of California, Office of Homeland Security, to enhance countywide emergency preparedness, hereinafter referred to as "the Grant. C. Consultant represents that Consultant is able and willing to provide such services to the City. D. 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 perform those services as set forth in Exhibit A to this Agreement. 2. COPYRIGHT To the extent Consultant creates the materials deliverable pursuant to this Agreement, Consultant may copyright any books, publications or other copyrightable materials developed in the course of or under this agreement. However, the federal awarding agency, State Administrative Agency (SAA) and City reserve a royalty-free, non-exclusive, and irrevocable license to reproduce, publish or otherwise use, and to authorize others to use, for federal government, SAA and/or City purpose: (I) the copyright in any work developed through this agreement; and (2) any rights of copyright to which the subcontractor purchases ownership with support through this grant. The federal government's, SAA's and City's rights identified above must be conveyed to the publisher and the language of the publisher's release form must ensure the preservation of these rights. 3. 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 $180,000.00 during the term of this Agreement. b. Payment by City shall be made within thirty (30) days following receipt of proper invoice evidencing completion of the following milestones, subject to City accounting procedures: . 10% upon execution of this Agreement . 60% upon delivery of the brochures and communications cards . 30% upon delivery of the Emergency Supply kits and children's activity books. 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. 4. TERM This Agreement shall commence on the date first written above and terminate on June 30, 2007, unless terminated earlier in accordance with Section 13, below. The term of this Agreement may be extended upon a writing executed by the Chief of Police and the City Attorney. 5. 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. 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: 2 a. Due to the nature of the services, commercial general liability insurance is not required. 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 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. d. 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. e. 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 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 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. 8. 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 3 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. 9. 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. 10. 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- I 988 telefacsimile (714) 647-6956 With courtesy copies to: Chief of Police City of Santa Ana 60 Civic Center Plaza (M-97) P.O. Box 1981 Santa Ana, California 92702 telefacsimile (714) 245-8007 and City Attorney City of Santa Ana 20 Civic Center Plaza (M-29) P.O. Box 1988 Santa Ana, California 92702 4 telefacsimile (714) 647-6515 To Consultant: Allison & Partners J~aRRI Uulum L"'rr"", \i;orr ; a'S 2130 E. 4th Street, Suite 180 Santa Ana, California 92705 telefacsimile (7 I 4) A party may change its address by giving notice in writing to the other party. Thereafter, 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. 11. 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. 12. 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. 13. 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 oftermination, subject to the following conditions: 5 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. 14. 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. 15. 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. 16. 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. 17. CONSULTANT CERTIFICATIONS a. Audit Records - With respect to all matters covered by this agreement all records shall be made available for audit and inspection by the City, the grant agency and/or their duly authorized representatives for a period of three (3) years from the termination of this Agreement. For a period of three years after final delivery hereunder or until all claims related to this Agreement are finally settled, whichever is later, Consultant shall preserve and maintain all documents, papers and records relevant to the services provided in accordance with this Agreement, including the Attachments hereto. For the same time period, Consultant shall make said documents, papers and records available to City and the agency from which City received grant funds or their duly authorized representative(s), for examination, copying, or mechanical reproduction on or offthe premises of Consultant, upon request during usual working hours. 6 b. Consultant shall provide to City all records and information requested by City for inclusion in quarterly reports and such other reports or records as City may be required to provide to the agency from which City received grant funds or other persons or agencies. c. Section 504 of the Rehabilitation Act of 1973 (Handicapped) - All recipients of federal funds must comply with Section 504 of the Rehabilitation Act of 1973 (The Act). Therefore, the federal funds recipient pursuant to the requirements of The Act hereby gives assurance that no otherwise qualified handicapped person shall, solely by reason of handicap be excluded from the participation in, be denied the benefits of or be subject to discrimination, including discrimination in employment, in any program or activity that receives or benefits from federal financial assistance. The Consultant agrees it will ensure that requirements of The Act shall be included in the agreements with and be binding on all of its contractors, subcontractors, assignees or successors. d. Americans with Disabilities Act of 1990 - (ADA) Consultant must comply with all requirements of the Americans with Disabilities Act of 1990 (ADA), as applicable. e. Political Activitv - None of the funds, materials, property, or services provided directly or indirectly under this agreement shall be used for any partisan political activity, or to further the election or defeat of any candidate for public office, or otherwise in violation of the provisions of the "Hatch Act". f.. Civil Rights Compliance and Notification of Findings - Consultant will comply, and all its contractors (or subrecipients) will comply, with the nondiscrimination requirements of the Omnibus Crime Control and Safe Streets Act of 1968, as amended, 42 USC 3789 (d), or Victims of Crime Act (as appropriate); Title VI of the Civil Rights At of 1964, as amended; Section 504 of the Rehabilitation Act of 1964, as amended; Subtitle A, Title II ofthe Americans with Disabilities Act (ADA) (1990); Title IX of the Education Amendments of 1972; the Age Discrimination Act of 1975; Department of Justice Non-Discrimination Regulations, 28 CFR Part 42, Subparts C, D, E, and G; and Department of Justice regulations on disability discrimination, 28 CFR Part 35 and 39. In the event a Federal or State court, Federal or State administrative agency, or the Consultant makes a finding of discrimination after a due process hearing on the grounds of race, color, religion, national origin, sex, or disability against a recipient of funds, the Consultant will forward a copy of the findings to the City which will, in turn, submit the findings to the Office of Civil Rights, Office of Justice Programs, U.S. Department of Justice. 18. 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 indemnity 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. 7 b. All Exhibits referenced herein and attached hereto shall be incorporated as iffully 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. PATRICIA E. HEALY Clerk of the Council ~- DAVIDN. R AM City Manager APPROVED AS TO FORM: p ALLISON & PARTNERS Y J..,,"'+........ JJe.1..(. vP, c...\.",+ s...(v,t.L.~ Tax ID# 'i<. (,-, 0 S" S' 4 '-/2 8 Marketing and Material Design & Production Proposal Presented to City of Santa Ana Allison & Partners 2130 E. 41h Street, Suite 180 Santa Ana, CA 90705 (714) 480-4413 larry@allisonpr.com www.allisonpr.com Allison & Partners initially proposed a marketing communications plan aimed at raising awareness and encouraging residents and businesses to be ready in the unfortunate event of an emergency. The current ReadyOC campaign combines high-profile marketing tactics with a partnership program that utiiizes alliances with private sector businesses and grassroots organizations. The initial campaign proposal addresses, on a macro level, the need for residents and businesses to make a kit and create a plan. Allison & Partners recommends taking the campaign a step further with a design and printing of materiais to directly reach the target audiences in each of the cities in the Santa Ana Urban Zone. The print pieces, as described beiow, complement the existing campaign by maintaining the ReadyOC visual design components. Each print piece will be offered in Spanish and English and every city will be allowed to incorporate their logo and contact information on each piece. In addition, Allison & Partners recommends funding existing marketing needs including emergency supply kits for the upcoming Business Breakfast, an activity book for kids and Spanish translation for the ReadyOC website. Target cities, along with population estimates, in the Santa Ana Urban Zone include: . Aliso Viejo - 44,833 . Costa Mesa - 109,563 . Dana Point - 35,745 . Fountain Valley - 55,747 . Huntington Beach - 194,248 . Irvine - 170,561 . Laguna Beach - 23,727 . Laguna Hills - 32,181 . Laguna Niguel - 64,326 . Laguna Woods - 16,507 . Lake Forest - 76,738 . Mission Viejo - 95,831 . Newport Beach - 78,043 . Rancho Santa Margarita - 49,142 . San Clemente - 57,768 . San Juan Capistrano - 34,796 . Santa Ana - 342,510 . Tustin - 68,478 . UCI Police - 24,000 (student population); 1,400 faculty members; 8,300 staff 9 ReadyOC Tri-Fold Brochures Allison & Partners will design and print the five brochures. We will use existing materials from the national Ready campaign and incorporate the ReadyOC design elements and messaging which directly targets our audiences in the Santa Ana Urban Zone. Each piece will include the city's logo and local contact information, in addition to the ReadyOC contact information. The tri-fold brochure will be printed in full color on 80# gloss book. Brochures include: . Overview Tri-Fold: Allison & Partners has already written and designed the ReadyOC overview brochure. . Pet Tri-Fold . Senior Tri-Fold . Disabilities & Special Needs Tri-Fold . Emergency Kit Tri-Fold . Communications Plan Tri-Fold . Business Tri-Fold Cities will be given the option to choose up to 3 brochures in Spanish andlor English from the list of brochures noted above andlor the emergency communications cards. In total, Allison & Partners will produce 66 custom brochures totaling more than 10 million tri-folds. Quantities are based upon populations in each city (approximately 10 percent of the population). Quantities include: City # of Brochures Quantity per Piece Total Print Costs Allso Viejo 3 5,000 $4,196 Costa Mesa 3 10,000 $5,427 Dana Point 3 3,500 $3,671 Fountain Valley 3 7,500 $4,546 Huntington Beach 3 20,000 $6,640 Irvine 3 17,000 $6,210 Laguna Beach 3 3,500 $3,671 Laguna Hills 3 3,500 $3,671 Laguna Niguel 3 7,500 $4,546 Laguna Woods 3 3,500 $3,671 Lake Forest 3 7,500 $4,546 Mission Viejo 3 10,000 $5,427 Newport Beach 3 7,500 $4,546 Rancho Santa Margarita 3 5,000 $4,196 San Clemente 3 7,500 $4,546 San Juan Capistrano 3 5,000 $4,196 Santa Ana 12 35,000 $34,801 Tustin 3 7,500 $4,546 UCI Poiice 3 5,000 $4,196 $117 ,249.00 Emergency Communication Cards Allison & Partners also proposes designing and printing emergency communications cards. The cards - a tri-fold the size of a business card when folded - allows families, children and businesses to enter their contact information and medical information in the event of an emergency. Residents will be encouraged to complete and carry their card at all times, particularly children. 10 City # of Brochures Quantity per Piece Total Print Costs Aliso Viejo 1 5,000 $1,274 Costa Mesa 1 10,000 $1,562 Dana Point 1 3,500 $1,147 Fountain Valley 1 7,500 $1,638 Huntington Beach 1 20,000 $1,889 Irvine 1 17,000 $1,789 Laguna Beach 1 3,500 $1,147 Laguna Hills 1 3,500 $1,147 Laguna Niguel 1 7,500 $1,638 Laguna Woods 1 3,500 $1,147 Lake Forest 1 7,500 $1,638 Mission Viejo 1 10,000 $1,562 Newport Beach 1 7,500 $1,638 Rancho Santa Margarita 1 5,000 $1,274 San Clemente 1 7,500 $1,638 San Juan Capistrano 1 5,000 $1,274 Santa Ana 1 35,000 $2,446 Tustin 1 7,500 $1,638 UCI Police 1 5,000 $1,274 Children's Activity Book Allison & Partners will work with Platinum Studios in the design and printing of the Children's Activity Book. The Activity Book will be used to generate interest and enthusiasm among the elementary school-age children in the cities listed above. Because of the costs of the print run, the activity books will be branded only as the ReadyOC campaign. . Activity Books: o Print & Design Costs: $28,900 o Quantity: approximately 80,000 Translation Services Allison & Partners will work with a translation service to translate every tri-fold brochure and the website in Spanish. Costs include: . Brochure Translation (7): . Website Translation: $1993 $1,288 Emergency Supply Kits (Red Cross) Allison & Partners is planning a Business Breakfast at the end of October. We are expecting between 150 and 200 people in attendance. The business breakfast event will aim to raise awareness of: . The impact of an emergency on businesses and residents . The need to prepare (employees and families) . The ways to get invoived 11 . Positive Impact of: o American Red Cross activities o ReadyOC campaign The event wlil be sponsored by the Disneyland Resort and Kaiser Permanente. To reinforce personal and business preparedness, Aillson & Partners recommends that each business in attendance receive an emergency supply kit. Costs include: . 200 Emergency Supply Kits ($35/kit): $7,542.50 Allison & Partners Services Allison & Partners will design and coordinate with vendors ail print production including the design of 13 brochures In English and Spanish, the emergency communication card, ListoOC website and coordinate efforts (in coordination with the City of Santa Ana) with each city. Budget includes: . Design and Layout (14 variations): . Print Coordination (87 pieces): . City Coordination & Delivery: . Listo OC Website: $7,000 $8,700 $4,750 $2,550 Total Budget Tri-Fold Brochures/Communications Cards Children's Activity Book Translation Services Emergency Supply Kits Allison & Partners $117,249 $28,900 $3,281 $7,542.50 $23,000 $179,972.50 TOTAL 12 4-:){)o(P - :1 () g Sent By: Otl1!"~' - - -- "'::.C-. - 0717.760:? 707 "8 40n; 4i-frv; eee I' A&QIII)~ ceATI.FICATEQF LIAB1LITVINSURANCE -.. DOli If. ~ .lQKIIc~lIl1 2312 1!.~1I lllUVB t8 SJUI'l'.l llOSl!.. CA 9540$ LZCNO. 0.H62~ Sep" 19 ./J6 1 2 : 09PM; Page 213 ..._,il SltiiWOO7J-;~X$~:- .rNc< DBA: 'I.~,:tllClir . l'UTlIIIIlS .50 SllfiSONI 'TlUIII'1' STE. 200 SAN FRANCISCO. OA 9.~11 INWA"'" ...FQflDIHGCOVrUWit OOYiEfWU!S U(f POllGlES Of~ LI$JEO aEJow MAV:I:!lEE!'iI~util)lOlHffN,,'~VACI) ~'O> .",NEI flfll'1f' ffillCY Pfi/lOOtHQlCAtW iilQTWljtl$'f"NG /1Hf~Ma<<. 1[_ OR cpHtllll()N OF ~~lIW::1QA 01.., A .()()(:tMritf WitH liu,ptcr 10 ~IiliCH TUIS C\:,lfrIfI(;ATE *'( DC UJI:D' Oft W.YPE/Ull4N. 1HEI~ ~O fH'lttli I'OlIl"JIls. 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