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HomeMy WebLinkAboutLOOPNET - 2011N-2012-029 INSUR.-INCE NOT REQUIREI) WORK wy GkOyE£J CLERK 0.= - DUNCIL [),`J .Z. 3-ate-/2 U C'D ,A C Z?) CONSULTANT AGREEMENT c r1 ?Ake-1/1 THIS AGREEMENT, made and entered into this 1 1 th day of December, 2011 by and between LoopNet (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 field of providing advertising expertise and services. B. Consultant represents that Consultant is able and willing to provide such services to the C 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 provide all services as provided in the Proposal 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, the rates and charges identified in Exhibit A. The total sum to be expended under this Agreement shall not exceed $6,240.00 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 upon exhaustion of funds, unless terminated earlier in accordance with Section 12, below. The term of this Agrcement may be extended upon a writing executed by the City Manager 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 anemployer-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 Due to the nature of the services being provided, insurance is not required under this Agreement. 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, 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. 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. 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 Council City of Santa Ana 20 Civic Center Plaza (M-30) P.O. Box 1988 Santa Ana, CA 92702-1 98 8 telefacsimile (714) 647-6956 With courtesy copies to: City of Santa Ana Community Development Agency 20 Civic Center Plaza (M-25) P.O. Box 1988 Santa Ana, California 92702 and City Attorney's Office City of Santa Ana 20 Civic Center Plaza (M-29) P.O. Box 1988 Santa Ana, California 92702 To Consultant: LoopNet 185 Berry Street, Ste. 4000 San Francisco, CA 94107 telefacsimile (415)764-1622 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, 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. 10. EXCLUSIVITY AND AMENDMENT 'T'his 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. "Phis 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 aze inconsistent with, or in addition to, that 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. 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 prolubited 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 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. 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 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. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: Maria i3." Huizar Clark of the Council CITY OF SANTA ANA ?C?---? Paul Walters Interim City Manager APPROVED AS TO FORM: JOSEPH STRAKA Interim City Attorney ??? ?' - Lisa E. Storck Assistant Counsel RECOMMENDED FOR APPROVAL: ?l'L cC-LGt.O Nancy T. E ards Interim Exec ive Director Community Development Agency CONSULTANT 3??9 ?z McMurtry Title: VP, Member Services Tax ID#: 77-0463987 6 ,.n LoopNetm December 21, 2009 Chris Dalton CITY OF SANTA ANA Via emai/.- cdalton@ci.santa-ana.ca.us Dear Mr. Dalton, Thank you for the opportunity to share with you and the City of Santa Ana the benefits of using LoopNet.com. As you consider your budget and evaluate solutions to provide online commercial real estate services, we are confident that LoopNet will meet and exceed your requirements. During the past 12 years, we have focused our energy building the most comprehensive and successful commercial property listing service online. LoopNet is the #1 online commercial real estate listing service and information technology provider. Some facts about LoopNet's listings, exposure and user base: - Over 725,000 Listings - $480 Billion For Sale / 6.3 Billion Square Feet For Lease - 12 Million Monthly User Sessions with 120 Million Property Views Monthly - Over 3.9 Million Registered Commercial Real Estate Professionals (comprised of 40% brokers and 45% owners, investors and tenants) Additionally, LoopNet has successfully partnered with more than 1,000 commercial real estate firms and organizations to provide technology solutions. LoopNet's market leading Loop Link product may be customized and seamlessly integrated into your web site, as it has been for more than 100 local real estate boards, CCIM chapters and economic development groups, enabling you to promote available commercial real estate throughout your area for all who visit your web site. LoopNet Statistics for the City of Santa Ana: Shown below is a summary of LoopNet Premium user and listing information for your specific market area - Ana EDC Examples Fredericksburg Regional Alliance www.fra-yes.ora Solano County - www.solanoedc.oro City of Fairfield - www.fairfield4business.com Dalton Whitfield County - www.daltonorows.biz Boise Valley Partnership - www.bveo.ora Regional TN/VA - www.alliancetnva.com Leon County Tallahassee - www.taledc.com City of Santa Ana - www.santa-ana.ora Western MA Valley - www.ecdev-wma.com Portland Business Alliance - www.DOrtlandalliance.com Tota 1 ?YF vnvw.LoeP???T.com 185 P?e?-ry Stye.=t, Suite 4nOO San Fi ar?cisco C_ilfon.lz- «?i207 F: (8II8) 567-74'12 F: (97ti) 76^-,-167.7_ Page ? of 2 ,,u Pr;?;.,g: LoopNet° $650/month with a onetime setup fee of $550. A 20% discount has been made available with annual prepayment, which is $6,240 annually (equivalent to $520/month) The setup fee includes the following: - Customized web pages that are designed specifically to match your current web site design. Pages will be built using the HTML, graphics, style sheets and any java applications from the City of Santa Ana web site and will incorporate LoopNet's search technology. Ongoing service fee includes the following: - Integration of LoopNet's LoopLink product within the City of Santa Ana's web site. LoopLink enables all visitors to search for "For Sale" and "For Lease" commercial real estate listings. - Ability to map multiple properties in a professional format. - Ability for the general public and employees of the City of Santa Ana to create, customize and run brochures for the listings found on your web site. - All LoopNet Premium Member listings with your geographic market (defined above) will be accessible from your web site to the general public. - Client Services is available to help you with questions, Monday-Friday during normal business hours. They may be reached via email at HeloCa?LOOpNet.com or at 800/601-8803. Terms for the City of Santa Ana - Loop Net's contract for the EDC LoopLink is a month to month contract (unless the annual payment option was selected, in which case the contract will renew annually.) Terms are available online at www.LoopNet.com/terms8?conditions. To cancel, written notice must be provided with thirty (30) days notice prior to next bill date. - The City of Santa Ana will receive no proceeds from properties which go into contract off www.LooDNet.com nor the City of Santa Ana web site. This proposal and the terms offered herein expire on December 31, 2009, unless accepted and executed by the City of Santa Ana and LoopNet prior or explicitly extended in writing by LoopNet. All terms, conditions and pricing for services represent a bundled package and are relevant to the products described herein. LoopNet and the City of Santa Ana agree to keep all aspects of this proposal confidential. We hope you find the terms herein agreeable and look forward to continuing and expanding our relationship with the City of Santa Ana. Please feel free to contact me at (415) 243-4203 to discuss any questions you may have about this proposal. Regards, Drew Wahl Corporate Solutions Agreed to: ey Date t?.?uw_1_oop Nei. c,on? ifl?? E?e,ry Str--et, Suite 9000 San rt cn<is?n CaGfornla 94Y07 P: (88H) 567-79 q-2 F: (915) 76%1022 Page 2 of 2