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HomeMy WebLinkAbout050508 Agmt with O'Reilly and AssociatesREQUEST FOR AGENCY ACTION AGENCY BOARD MEETING DATE: MAY 5, 2008 TITLE: AGREEMENT WITH O'REILLY & ASSOCIATES d a) �i EXECUTIVE DIRECTOR RECOMMENDED ACTION ✓rW �. �3. AGENCY SECRETARY USE ONLY: /YI bofl: f l vade-a ar✓d : 111cn'ti me� APPROVED As Recommended As Amended ❑ Ordinance on V' Reading ❑ Ordinance on 2nd Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER Authorize the Executive Director and Agency Secretary to execute the attached agreement with O'Reilly & Associates in the amount of $20,000 for a one -year term, to provide consultant services in analyzing and recommending action steps for the Layoff Aversion program, subject to non - substantive changes approved by the Executive Director and Agency General Counsel. DISCUSSION On March 6, 2006, the Agency entered into a contract with O'Reilly & Associates to develop an early warning system to identify companies that would benefit the most from the City's economic development programs and services. From this effort, the City offering layoff aversion services through the Santa Ana W /O /R /K Center's (SAWC) Rapid Response program. The Layoff Aversion program enabled staff to identify businesses that may be "at- risk" of a layoff or closing. The Community Development Agency then offered more focused assistance to potentially avert the layoff and /or offer workers assistance in transitioning to new jobs. This joint effort enabled the City's business retention program to focus on all of the companies that were identified through this initiative. Over the past year (January 2007 - December 2007), over 404 businesses that were identified through the Layoff Aversion program were contacted and visited. Workforce boards and other economic development organizations have implemented these types of initiatives across the country to strengthen their local economies. 4 -13 Agreement with O'Reilly & Associates May 5, 2008 Page 2 In order to continue to offer beneficial layoff aversion services, staff is requesting that the Agency enter into another agreement with O'Reilly & Associates to analyze and recommend further action steps necessary for successful administration of the program. FISCAL IMPACT Funds are available in the Merged Economic Development Account (account no.570- 932 - 6291). ',^', 1/ APPROVED AS TO FUNDS AND ACCOUNTS: Clot ���� Y� Y t�M ,;sa OD �\ J� Ikihda Summers Francisco Gutierrez Economic Development Manager Executive Director Community Development Agency Finance & Management Services Agency SGH /LS 4 -14 CONSULTANT AGREEMENT THIS AGREEMENT, made and entered into this 5th day of May, 2008 by and between O'Reilly & Associates, a sole proprietorship (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 laiowledge in the field of layoff aversion measures. 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: L SCOPE OF SERVICES Consultant shall facilitate the Agency's Economic Development Division Business Outreach and Retention Team meetings, including analyzing business survey results to identify businesses that may be at -risk of a layoff or closing and offering assistance to potentially avert the layoff and/or offer workers assistance in transitioning to new jobs, as set forth in Exhibit A to this Agreement. 2. COMPENSATION a. Agency 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 $20,000.00 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. TERM This Agreement shall commence on the date first written above and terminate on completion of services, unless terminated earlier in accordance with Section 12, below. 415 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 Agency. This Agreement is not intended nor shall it be construed to create an employer - employee relationship, ajoint 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. 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 nature of services provided, 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 Agency upon execution of this Agreement and shall be approved in form by the Agency General Counsel. (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 Agency. 4-216 e. If Consultant fails or refuses to produce or maintain the insurance required by this section or fails or refuses to furnish the Agency with required proof that insurance has been procured and is in force and paid for, the Agency shall have the right, at the Agency'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 Agency for any work performed prior to approval of insurance by the Agency. 6. INDEMNIFICATION Consultant agrees to and shall indemnify and hold hanuless the Agency, 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 Agency, including fees and costs for special counsel to be selected by the Agency, 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. Agency may make all reasonable decisions with respect to its representation in any legal proceeding. 7. 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; (e) 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. 4-17 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 copies to: Executive Director of the Community Redevelopment Agency and City of Santa Ana 20 Civic Center Plaza (M -25) P.O. Box 1988 Santa Ana, California 92702 telefacsimile (714) 647 -6549 Agency General Counsel City of Santa Ana 20 Civic Center Plaza (M -29) P.O. Box 1988 Santa Ana, California 92702 telefacsimile (714) 647 -6515 To Consultant: Paul O'Reilly O'Reilly & Associates 7530 Sunnywood Lane Los Angeles, California 90046 Telefacsimile (323) 851 -5720 A party may change its address by giving notice in writing to the other party. Thereafter, any 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 Agency holidays shall be excluded. 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 of this 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 properly 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 419 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 Agency 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. 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. // // // // 4 6 20 IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: PATRICIA E. HEALY Secretary APPROVED AS TO FORM: JOSEPH W.FLETCHER Agency General Counsel By: Laura Sheedy Assistant Counsel COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF SANTA ANA STEPHEN G. HARDING Executive Director O'REILLY & ASSOCIATES PAUL O'REILLY President Tax ID# 421 EXHIBIT A SCOPE OF SERVICES Task O'Reilly & Associates Consulting Services Work Description: Fee A 1. Review and analyze outreach results from Outreach Team database reports $ 4,000 2. Develop a PowerPoint presentation recapping key findings and noting recommendations and considerations for the next phase of the project 3. Develop agenda and prepare for and facilitate 1 planning meeting with Economic Development staff and /or management team to define a new action plan for the next phase of outreach to choose target market(s) for and identify partners to be included in the project. 4. Develop a bullet point action plan with main action items and key action steps needed to implement this new project phase. 5. Recap notes from the planning meeting and distribute them to the group. B 1. Analyze approach for outreaching to potential partners for the project $ 7,000 2. Develop an agenda and a checklist of action items and talking points to support meetings with potential partners. 3. Prep staff on the approach to the partner meetings and our roles and review the checklist and talking points. 4. Prepare for and participate in up to 3 outreach meetings with potential new partners to support the development of these new partnerships. 5. Recap notes from these meetings and distribute them to partners and management. 6. Implement a follow -up call to each partner. 4 $ 22 EXHIBIT A SCOPE OF SERVICES C 1. Prepare for and facilitate up to 2 Project Implementation $ 5,000 Meetings with Santa Ana Management Team, Team Leader, Outreach Team and /or partners (individually or as a group) to support the ongoing effective implementation of the retention program. 2. Develop all needed agendas and handouts for each meeting 3. Recap notes from each meeting and distribute to the group. D 1. Review and analyze results of new outreach efforts. $ 4,000 2. Develop a PowerPoint presentation recapping key findings and noting recommendations and considerations for future project implementation phases. 3. Develop agenda and prepare for and facilitate 1 planning meeting with Economic Development staff and /or management team to recap key findings and note recommendations and considerations for the next phase of the project 4. Recap notes from the planning meeting and distribute them to the group. Total for Project: $ 20,000 4-223 THIS PAGE LEFT INTENTIONALLY BLAND 4-24