HomeMy WebLinkAboutPROBOLSKY RESEARCH -2014MAYOR
INSURANCE NOT ON FILE
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CLERKaQf COUNCI�L&�
Miguel A. Pulido Da1d
MAYOR PRO TEM CAU xn�C (1)
Sal Tinajero
COUNCILMEMBERS
Angelica Amezcua
P. David Benavides
Michele Martinez
Roman Reyna
Vincent F. Sarmiento
CITY OF SANTA ANA
OFFICE OF THE CITY ATTORNEY
20 Civic Center Plaza, M -29 • P.O. Box
1988
Santa Ana, California 92702
(714) 647 -5201 • Fax (714) 647 -6515
www.santa- ana.ore
April 30, 2014
Mr. Adam D. Probolsky
Probolsky Research, LLC
3390 Westerly Place, Suite 185
Newport Beach, California 92660
N- 2014 -063
CITY MANAGER
David Cavazos
CITY ATTORNEY
Sonia R. Carvalho
CLERK OF THE COUNCIL
Maria D. Huizar
Re: Professional Polling and Political. Research Consulting Services.
Mr. Probolsky,
This letter shall be our Agreement regarding the provision of Polling and Political
Research Consulting ( "Services ") to be provided by Probolsky Research, LLC.
( "Consultant "), as an independent contractor to the City of Santa Ana, City
Attorney's Office ( "City ") for providing polling and political research for
evaluating and approaching ballot measures for the November 2014 general
election ( "Project "). Services will include preparing a poll, meeting with City Staff
and other City consultants including GrassrootsLab, LLC., evaluating polling data,
and formulating recommendations for evaluating and approaching ballot measures
for the November 2014 general election.
Consultant shall perfonn all Services under this Letter of Agreement in a skillful
and competent manner, consistent with the standards generally recognized as being
employed by professionals in the same discipline in the State of California, and
consistent with all applicable laws, rules and regulations. Consultant represents that
it, its employees and subcontractors have all licenses, permits, qualifications and
approvals of whatever nature that are legally required to perform the Services, and
that such licenses and approvals shall be maintained throughout the term of this
Agreement. City retains Consultant as an independent contractor and not as an
employee.
SANTA ANA CITY COUNCIL
Miguel A. Puntlo Sel'Onajero Nncem F. 3arminnlo Michtllb Martinez Angsfica Amezcua P.Davidl 'a.des Raw. Rap,,
Mayor Mayor Pro iem. Ward'o WaN1 Ward2 Wartl3 Ward Wards
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Letter Agreement with Probolsky Research, LLC.
April 30, 2014
Page 2
All additional personnel performing the Services shall also not be City employees and
at all times shall be under the exclusive control and direction of Consultant.
Compensation for the above services shall be based on the actual amount of time
spent in adequately performing the Services, and shall be billed at the rate(s) described
in Consultant's Proposal. However, unless expressly agreed in writing in advance by
the City, the cost to the City for the Services shall not exceed $22,000.
Consultant shall provide proof of commercial general liability, automobile
insurance, workers compensation and errors and omissions professional liability
insurance appropriate to its profession to the City in amounts and with policies,
endorsements and conditions required by the City for the Services, if any.
Consultant understands that any written advice and /or reports prepared by
Consultant for City will be subject to the attorney - client and /or work - product
privilege and marked "confidential." Said written advice and /or reports will be
relied upon by the City's legal staff in making recommendations to the City
Manager, City staff and the City Council. As such, written advice and /or reports
prepared by the Consultant should be sent only to the City Representative.
Consultant will advise the City Attorney's Office within five (5) days of the receipt
of a subpoena and /or subpoena dunes tecum for any testimony and /or records
related to this project so that City can determine whether it wants to intervene.
Invoices shall be submitted to the City monthly as performance of the Services
progresses. Consultant shall provide, at City's request, documentation of all
charges contained in any invoice(s). City shall review and pay the approved
charges on such invoices in a timely manner. Services on the Project are requested
on a rush basis and shall be completed as soon as possible. The City may terminate
this Letter of Agreement at any time with or without cause. If the City funds it
necessary to terminate this Letter of Agreement without cause before Project
completion, Consultant shall be paid in full for those Services completed to the
City's satisfaction prior to the notification of termination. Consultant may
terminate this Letter of Agreement for cause only, following a minimum of ten (10)
days' notice stating the basis for termination and providing an opportunity to cure.
The Services to be performed by Consultant are intended solely for the benefit of
the City. No person or entity not a signatory to this Letter of Agreement shall be
entitled to rely on the Consultant's performance of its Services hereunder, and no
right to assert a claim against the Consultant by assignment of indemnity rights or
otherwise shall accrue to a third party as a result of this Letter of Agreement or the
performance of the Consultant's Services hereunder.
This Agreement may be amended only in writing signed by both parties, may not
be assigned except with the City's prior consent, and shall be governed by the laws
of the State of California and venue shall be in Orange County.
If you agree with the terms of this Letter of Agreement, please sign and return this
agreement so that we may make the necessary arrangements for you to begin work.
The enclosed copy of the agreement is for your records. If you have any questions
Letter Agreement with Probolsky Research, LLC.
April 30, 2014
Page 3
regarding this Project, please contact City Attorney Sonia R. Carvalho, the City's
representative for this project at (714) 647 -5201.
ATTEST:
MARIA HUiZAR
Clerk of the Council
APPROVED AS TO FORM:
SONIA R. CARVALHO
City Attorney
CITY OF SANTA ANA
DAVID CAVAZOS
City Manager
PROBOLOSKY RESEARCH, LLC.
By.
Adam D. Probolsky
Chairman and CEO