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HomeMy WebLinkAboutPERFORMANCE EXCELLENCE PARTNERS, INC. 340 City of Santa Ana Clerk of the Council AGREEMENT TERMINATION FORM C_OTC Office Use Only .-.---._ I ......... ....... Please complete this form when the attached agreement and all amendments (if are no longer in effect. ? OF SANTA ANA K Return form to the Clerk of the Council Office (M-30). E. of C-OUNCiL Call 647-2520 if you have any questions. The agreement with -64=' Pp&!onmD„nfe tfCCQ,«oAC,j) No. N -2D1C7 "09+ was completed on feF2'-f/loand final payment has been made. (List all amendments. Use space below if needed.) N - OJE> \o - O3?}-o0I Department: CAFE' Phone/Ext.: xS38`? Signature: Q?? ?L. `PIQ?? Date: (?? ?-(O Revised 07-22-09 INSURANCE ON FILE N-2010-034 WORK MAY PROCEEL UNTIL INSURANCE EXPIRES WC - 5-~-/D CLERK OF COUNCIL DATE: ~ ~ 11~1~ CONSULTANT AGREEMENT ~ ;Cn~/~C` Kc~rc'a"~ G - THIS AGREEMENT, made and entered into on February 1, 2010, by and between Performance Excellence Partners, Inc, a California corporation (hereinafter "Consultant"), and the City of Santa Ana, a charter city and municipal corporation (hereinafter "City"). RECITALS A. The City desires to retain a consultant having special skill and knowledge in the field of report writing and publication. 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 design and produce a 20-24 page Ten Year Review Report with a capacity pocket for a companion DVD and one page Executive Summary, in accordance with its "Estimate of Work" dated March 23, 2010, attached hereto and incorporated herein as Exhibit A. 2. COMPENSATION a. City agrees to pay, and Consultant agrees to accept as total payment for its services under this Agreement shall not exceed $14,000.00 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 April 30, 2010, unless terminated earlier in accordance with Section 12, below. 1 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. 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. 6. 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. 2 7. 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. 8. 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 Council 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: Performance Excellence Partners, Inc. 20911 Cabrillo Lane Huntington Beach, CA 92646 telefacsimile (714) 374-1120 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. 9. 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. 10. 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 3 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. 11. TERMINATION This Agreement maybe 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. 12. 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. 13. 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. 14. DELIVERY OF WORK PRODUCT Consultant shall deliver to City all work product resulting from the services provided. Said work product shall be submitted in hard copy and produced in a form compatible with City'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 City, and (b) the authors of all such material, whether copyrighted or not, award to the City, and to its officers, 4 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. 15. 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. 5 IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. CITY OF SANTA ANA ATTEST: ~ _ ~ ~ l Maria D. Huizar David N. Ream Clerk of the Council City Manager APPROVED AS TO FORM: PERFORMANCE EXCELLENCE PARTNERS, INC. JOSEPH W.FLETCHER City Attorney By: Lisa Storck Name: Rachel E. Ramirez Assistant City Attorney Title: President Recommend for Approval: r Cynthia J. Nels ,Deputy City Manager for Development Services C~ i PF~FQRl~AtG`E EXCE~t~EN~E PAR'~NES 1? €:abrs#ta l~a?se ~ Hunta~gtcm . GA ~"26a3; i Tait Fri: 8flt3-715.1 aa~ta j Fax:' 71~~3T4.132p Client: Santa Ana Ernp~werment Grarparatcn Ghent C~antact: Chris I~altanlCear Cedencs Project; Santa Ana Federal ~rnpcwerment Zone (FEZ 1 {~-Year F2e~iew Publcatar~ Cate. 3J2~t 1 Subrnitted by, I'erf'c~rmance Excellence Partners, Inc, Patricia Fitzgerald Copy~nrriter Steven Chia - C3eslgner Rachel F. Rarr~irez Prrsject Manager Estimate Gran! Totals $14,~C)Q.t~fl estimated delivery of Final deport: April ~3, ~g1fl Deliverables. 24-28 PG ~ ~-Year Review Report with Capacity Packet fcr a campan'rc~n I~V13 « Intorr°rr~atian Gathering and Qiscc~very {includes Interviews and Testimonial Revelopment) • Ca€tfi3rnaa Catorasi~ • Flasu3~ Ilti,~bi~ t<~vr H~a`n~rsh;re • !N~tst~+n~tnn t7.~. ww~ezptEla.ezwrtr i PER~'C>RI~~NC~ EXC~t,~N~~ ~ART'N~RS 255 k ~~ts~ l~n~ ~ ~ r u ; .:h, GR ai4fi ~ Vie: $#~7t5°y ! 40 ~ ~ s ~-37~-'! t 2i3 • Cc~pywrriting and content development, including 4 rounds - rev'ssons • C3evelopment and presentation c?f 3 creativelconceptual directions {cover plus one interior spread} • Refinements to selected design and layout and additional presentations of mock-ups • l~euelopment of final report copy and design based on selected concept Proofreading • Final production and iile preparation for printing Three cover design options and three corresponding inside spreads upon approval of design concept, full presentation of annual report Paper options presentation Project 111JCanagement - tts~~ • C°a~lcs = - - ~ttw rr~~~srn~~ . . , :-w, r~.c. pwv,.pas rU ACORD,M CERTIFICATE OF LIABILITY INSURANCE Uo22 o3-2aAT2olo PRODUCER THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION PAYCHEX INSURANCE AGENCY INC ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR 2107 0 5 P : - F : (8 8 8) 443 - 6112 ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. PO BOX 33015 SAN ANTONIO TX 78265 INSURERS AFFORDING COVERAGE INSURED INSURERA:MUltl le Com anies INSURER B: PERFORMANCE EXCELLENCE PARTNERS INC INSURER C: 2 0 911 CABRI LLO LN . INSURER D: HUNTINGTON BEACH CA 92646 INSURER E: COVERAGES THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. /NSR TYPE OF INSURANCE POLICY NUMBER POLICY EFFECT/VE POLICY EXP/RAT/ON L/M?S LTR DATE MM D ATE MM D Y GENERAL L/AB/1/TY EACH OCCURRENCE S COMMERCIAL GENERAL LIABILITY FIRE DAMAGE (Any one fire) S CLAIMS MADE ~ OCCUR MED EXP (Any one person) 5 PERSONAL & ADV INJURY S GENERAL AGGREGATE S GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS -COMP/OP AGG S POUCY PE OT LOC AUTOMOBILE LlAB/L/TY COMBINED SINGLE LIMIT S ANY AUTO IEa accident) ALL OWNED AUTOS i~(~1 ~O 'JS V" BODILY INJURY S SCHEDULED AUTOS nwr~RQ (Per person) HIRED AUTOS i~^' ( ~d ~ BODILY INJURY S NON-OWNED AUTOS ~ L O~~K (Per accident) 1.~--' ~t C~ Attorn~Y PROPERTY DAMAGE S IPer accident) GARAGE L/AB/L?Y AUTO ONLY - EA ACCIDENT S ANY AUTO ~ EA ACC S OTHER THAN AUTO ONLY: AGG 5 EXCESS UAB/L/TY EACH OCCURRENCE S OCCUR ~ CLAIMS MADE AGGREGATE S S DEDUCTIBLE S RETENTION S S WORKERS COMPENSATION AND X WC STATU- OTH- A EMPLOYERS'UABlL/TY 76 WEG NZ1547 05/03/09 05/03/10 E. L. EACH ACCIDENT S1 000 Ooo E.L. DISEASE - EA EMPLOYEE S1 , O O O , O O O E.L. DISEASE -POLICY LIMIT 51 , ~ ~ 0 0 0 OTHER DESCR/PT/ON OF OPERATIONS/LOCAT/ONS/VEHICLES/EXCLUS/ONS ADDED BY ENDORSEMENT/SPEC/AL PROVISIONS Those usual to the Insured's Operations. CERTIFICATE HOLDER ADD/T/ONAL INSURED; INSURER LETTER: CANCELLATION Clt Of Santa Ana SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE y EXPIRATION DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL EC0110m1C Development D1V1 S lOn 30 DAYS WRITTEN NOTICE (10 DAYS FOR NON-PAYMENT) TO THE CERTIFICATE Attn : Chris Dal ton HOLDER NAMED TO THE LEFT, BUT FAILURE TO DO SO SHALL IMPOSE NO 2 0 CIVIC CENTER PLZ # M2 5 OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER, ITS AGENTS OR REPRESENTATIVES. SANTA ANA, CA 92701 AUTHORIZE EPRESENTATIVE G~--C~ ACORD 25-S (7/97) ®ACORD CORPORATION 1988