Loading...
HomeMy WebLinkAboutSTUDIO ELREY~ ~0~9 City of Santa Ana Clerk of the Council - AGREEMENT TERMINATION Please complete this form when the attached agreement is no longer in effect. Return form to the Clerk of the Council Office (M-30). ; j t ~ , ~,, .,_ Call647-5268 if you have any questions. ~~? The agreement with and final payment has been made. ~ / was completed on ~Q ~ I ~~ Department: ~~- Phone/Ext.: Signature: I ~ ~If~i ~Q~ Date: Revised 07-23-07 ~M I.ERK OF ;~?i; R'~aCl,. CATS: MAY 2 0 2009 O: GSA (2~ G>1r- s galiah CONSULTANT AGREEMENT N-2009-044 THIS AGREEMENT, made and entered into on July 23, 2008, by and between Studio Elrey, a California corporation (hereinafter "Consultant"), and the Community Redevelopment Agency of the City of Santa Ana, a public body, corporate and politic (hereinafter "Agency"). RECITALS A. The Agency desires to retain a consultant having special skill and knowledge in the field of graphic design to design and produce an annual report for the Santa Ana Work Center and the Workforce Investment Board. B. Consultant represents that Consultant is able and willing to provide such services to the Agency. 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 design and produce the annual report, as set forth in Exhibit A to this Agreement. Agency shall supply the files and artwork to be duplicated by Consultant. The parties anticipate that Consultant may provide additional services to Agency. In such case, Consultant shall provide a written Quote, which may be approved, in writing by the Executive Director of the Agency. 2. COMPENSATION a. Agency agrees to pay, and Consultant agrees to accept as total payment for its services, the rates and charges set forth 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 Agency shall be made within thirty (30) days following receipt of proper invoice evidencing work performed, subject to Agency 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 Agency. 3. WORK FOR HIRE Consultant acknowledges that the Work is a "Work for Hire" as that term is used in the Federal Copyright Act. Consultant authorizes Agency, in its sole discretion, to make any editorial changes, additions, deletions, abridgment and condensation whatsoever to the Work, and is further authorized to title, sub-title and change the title of the Work, and to couple the Work with any ancillary work (including, but not limited to, other writing, images, sounds, video, and animations). Such authorization shall extend to all subsequent uses of the rights owned by the City pursuant to this Agreement. Agency reserves the right to omit any part or all of the Work submitted by Consultant. Agency grants back to Consultant anon-exclusive but perpetual license to reprint the Work and to create derivative works based on the Work. Consultant warrants and represents that the Work is original and has not before been published; that she is the sole owner of the Work and has full power, free of any prior contract, lien or rights of any nature in anyone which might interfere therewith, to enter into this Agreement and to grant the rights hereby conveyed to Agency; that the Work contains no matter which is libelous or otherwise unlawful, infringes no right of privacy, proprietary right or copyright (whether statutory or common law); that she has not heretofore and will not hereafter enter into any agreement or understanding with any person, firm or corporation other than Agency for the rights in the Work granted hereunder. Consultant further agrees that she will hold Agency, its distributors, employees, officers, volunteers, licensees, partners, agents, advertisers, and any retailer harmless against any suit, claim, demand, proceeding, prosecution, recovery or penalty and any expense, including attorneys' fees and litigation expenses arising out of same, by reason of any claim or violation of any of the foregoing warranties or representations. 4. TERM This Agreement shall commence on the date first written above and terminate on June 30, 2009, unless terminated earlier in accordance with Section 12, below. The term of this Agreement may be extended upon a writing executed by the Executive Director and the Agency General Counsel. 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 Agency. This Agreement is not intended nor shall it be construed to create an employer-employee relationship, a joint venture relationship, or to allow the Agency 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: a. Due to the nature of services provided, insurance is not required. 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. CONFIDENTIALITY If Consultant receives from the Agency 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 Agency. 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 Agency: Secretary of the Community Redevelopment Agency 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: Community Redevelopment Agency City of Santa Ana 20 Civic Center Plaza (M-25) P.O. Box 1988 Santa Ana, CA 92702-1988 telefacsimile (714) 647-6736 To Consultant: Studio Elrey 6955 La Tijera Blvd., Suite A Los Angeles, California 90045 Telefacsimile (310) 337-0655 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. 10. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the Agency 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 ofthis Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the Agency 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 Agency. 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. 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 Agency and any such assignment, transfer, delegation or subcontract without the Agency's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the Agency's ability to have any of the services which are the subject to this Agreement performed by Agency personnel or by other consultants retained by Agency. 12. TERMINATION This Agreement may be terminated by the Agency upon thirty (30) days written notice of termination. In such event, Consultant shall be entitled to receive and the Agency 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 Agency all work product completed as of such date, and in such case such work product shall be the property of the Agency unless prohibited by law, and Consultant consents to the Agency's use thereof for such purposes as the Agency 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. 15. DELIVERY OF WORK PRODUCT Consultant shall deliver to Agency any work product which results from the services provided. Said work product shall be submitted in hard copy and produced in a form compatible with Agency's computer system, as agreed between the Project Manager and Consultant. In regard to all copyrightable material produced as a deliverable under this Agreement, including but not limited to books, reports, plans, photographs and drawings, Consultant agrees for itself and its affected officers, employees, agents, contractors, and volunteer workers, that (a) other such material may not be copyrighted without prior review from the Agency, and (b) the authors of al] such material, whether copyrighted or not, award to the Agency, 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, nonexclusive, irrevocable license throughout the world for governmental purposes to disclose, publish, translate, reproduce, and use such materials. 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 Agency fully, including reasonable costs and attorney's fees, for any injuries or damages to Agency 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. COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF SANTA ANA ATTEST: - --~ _~ / / __. `~~~i~ ~ PATRICIA E. HEAL Secretary APPROVED AS TO FORM: JOSEPH W. FLETCHER Agency General Counsel Laura Speedy Assistant Counsel r CYN IA J. NEL ON Executive Director Owner Estimate 619 05/15/08 Job: Design and produce an annual report Design presentation to include 1) Three cover design options and three corresponding inside spreads 2) Upon approval of design concept, full presentation of annual report To: Linda Summers Economic Development Manager 3) Paper options presentation 16 pg report Design Total ............................................................................$5,800.00 Photography Total .................................................................... (Not supplied) 24 pg report Design Total ............................................................................$7,800.00 Photography Total .................................................................... (Not supplied) name date name date All files will be exchanged electronically. No hard copies will be produced to deliver job. StudioELREY will add an agency commission for all contracted materials and services. Digital Production of any all all create work is based on client approved theme, design, copy and content flow. Any changes requested to theme, design, copy and content flow after written approval will warrant a change order and additional charges will be incurred. 50% down to commence. Remaining balance due prior to file delivery to vendor (s). Estimated time includes three rounds of revisions. Revisions meaning changes to initial approved concept only. Client assumes all responsibility for erroneous statements, image and music usage rights. Client will indemnify, hold harmless and defend, at its sole cost and expense, Agency from and against any claim and/or loss Agency may sustain or be claimed to be liable for as a result of or based upon any of the following: (1) assertions made for any of Client's products (or services) or any of the products (or services) of any of Client's competitors in any advertising which agency may prepare for Client and which Client approves before its publication or broadcasting; (2) an advertising element which is furnished by Client to Agency and which allegedly violates personal or property rights of anyone; Upon final sign off client assumes all responsibility not mentioned above. Receipt of payment will be considered as acknowledgement and agreement to the above mentioned terms and conditions. Approval of estimate assumes accuracy to within +/- 10% of subtotal. Work/materials requested in addition to descriptions will accrue additional costs. Please sign and return by fax to (310} 337-0655 as your approval to proceed. Thank you. ~XHl~l~ q p 562. 225. 6744 ~ 31 O. 337. 0655 ~~ studioelrey.com ~ 6955 La TiJera Blvd. Suite A, Los Angeles, CA 90045 Mar 12 09 03:37p Gina Caywood 562-436-L 025 p.1 1 ,S ~~ WORKCI3~. CUMNrNSn~'~t~N DE(..I_~RATtC~N r I ~L(l ~c,~ .hereby affinY] u~~der penalty ~~f pcrjzny, the (N:un~rl'itlo) following dCCI:]t"cition 1 certify on bel]aJf c>f ~ ~ u ~ ~ that during the term of my (Urg:ui~iation Narnc) cont.r:ict with the .. ~h ~ rr~c, r~trl ~~t~: ~ r ', 'ity of Stii~ta Anti .1 will not employ any person. in any manner sc> as to become subject to the workers' cc>mpensltion laws of Califc~rni:i, and lgree that if I should becort]e subject to the workers' eotnpensation prcwisia]s of Section 37{1 cal' the [ abor Code, 1 shall forthwitl] comply wit11 those provisions. DATE: ~ D=! ---- Hy: __ _. /~ d Name: _ ~-'~4!~.-._. Title: C k1tRl..~ ~'~lepliot]c: ~(~ p~ WARNING: FAILCIRk?'I'O SGCURE WORKI~:RS' COMk')/IVSATIC~N C+C)VGRAGI/ 15 UNLAwr'UL. AND SIIALL SUB.iFC°t' AN EMpLOYER'rc) CRiMINaL I'l/NALTlFS AND CIVIL FINES l_IP't'O ONG lIl7NDRED'i'1-IC)USANI~ 1.3OLLARS ($If?0,{)()Qj. IN ADDITION '1'C) THL CUS°~' Q>F CUM Y>~NSATIUN, DAMAC~F:S AS PRUV I UED FOR IN ~EC"T1ON 3701 OFTHk: l.AE3OR CUI3E, INTrRi,:ST, AND A'I"Y'ORNE}"S 1-~LS. e ocm . ~c`O~Q;g City of Santa Ana (714) 647-6987 ~ ~w-.,. ~ ~{ t'v ~ ~lv t_~ i r,t ~~wi ~~,-~/,I; ~~'~ C° t~'~ ~ ~ ' ~'~~ ~ www.sant~a//-ana,org /<~ ~~-~";