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HomeMy WebLinkAboutContracts & Agreements_259-2016AGREEMENT TO PERFORM PROFESSIONAL SERVICES This agreement for the provision of services associated with water conservation advertisement ("Agreement") is made and entered in this 20`" of December, 2016 ("Effective Date"), by and between the City of Redlands, a municipal corporation ("City)" and ETA Advertising, Inc. and Consulting ("Consultant"). City and Consultant are sometimes individually referred to herein as a "Party" and, together, as the "Parties." In consideration of the mutual promises contained herein, City and Consultant agree as follows: ARTICLE I — ENGAGEMENT OF CONSULTANT 1.1 City hereby engages Consultant to provide water conservation advertising services for City's Municipal Utilities and Engineering Department (the "Services"). 1.2 The Services shall be performed by Consultant in a professional manner, and Consultant represents that it has the skill and the professional expertise necessary to provide the Services to City at a level of competency presently maintained by other practicing professional consultants in the industry providing like and similar types of Services. ARTICLE 2 — SERVICES OF CONSULTANT 2.1 The Services that Consultant shall perform are more particularly described in Exhibit "A," entitled "Scope of Services," which is attached hereto and incorporated herein by reference. 2.2 Consultant shall comply with applicable federal, state and local laws and regulations in the performance of this Agreement including, but not limited to State prevailing wage laws. ARTICLE 3 — RESPONSIBILITIES OF CITY 3.1 City shall make available to Consultant information in its possession that may assist Consultant in performing the Services. 3.2 City designates Chri.c Diggs, Municipal Utilities and Engineering Director, as City's representative with respect to performance of the Services, and such person shall have the authority to transmit instructions, receive information, interpret and define City's policies and decisions with respect to performance of the Services. ARTICLE 4 — PERFORMANCE OF SERVICES 4.1 Consultant shall perform and complete the Services in a prompt and diligent manner. 4.2 If Consultant's Services include deliverable electronic visual presentation materials, such materials shall be delivered in a form, and made available to the City, consistent with J:1City Council ReportslMunicipal Utilities & Engineering)l2-20-161Professional Services Agreement - Water Conservation Education ProgramlETA Advertising Agreement 12.16.doc City Council adopted policy for the same. It shall be the obligation of Consultant to obtain a copy of such policy from City Staff. ARTICLE 5 — PAYMENTS TO CONSULTANT 5.1 The total compensation for Consultant's perfonnance of the Services shall not exceed the amount Sixty -Eight Thousand Dollars ($68,000). City shall pay Consultant on a time and materials basis up to the not to exceed amount, in accordance with Exhibit "B" entitled "Hourly Rate Schedule." Exhibit `B" is attached hereto and incorporated herein by this reference. 5.2 Consultant shall submit monthly invoices to City describing the Services perforrned during the preceding month. Consultant's invoices shall include a brief description of the Services performed, the dates the Services were performed, the number of hours spent and by whom, and a description of reimbursable expenses related to the project. City shall pay Consultant no later than thirty (30) days after receipt and approval by City of Consultant's ]nvorce. 5.3 Any notice or other communication required, or which may be given, pursuant to this Agreement, shall be in writing. Any such notice shall be deemed delivered (i) on the date of delivery in person; (ii) five (5) days after deposit in first class registered mail, with return receipt requested; (iii) on the actual delivery date if deposited with an overnight courier; or (iv) on the date sent by facsimile, if confu-ined with a copy sent contemporaneously by first class, certified, registered or express mail; in each case properly posted and fully prepaid to the appropriate address set forth below, or such other address as a Party may provide notice in accordance with this section: City Chris Diggs, Director MUED City of Redlands 35 Cajon Street, Suite 15A PO. Box 3005 (mailing) Redlands, CA 92373 Consultant Cassandra Popli Director of Account Services ETA Advertising, Inc. 444 W. Ocean Blvd. Ste. 150 Long Beach, CA 90802 ARTICLE 6 — INSURANCE AND INDEMNIFICATION 6.1 Insurance required by this Agreement shall be maintained by Consultant for the duration of its performance of the Services. Consultant shall not perform any Services unless and until the required insurance listed below is obtained by Consultant. Consultant shall provide City with certificates of insurance and endorsements evidencing such insurance prior to commencement of the Services. Insurance policies shall include a provision prohibiting cancellation or modification of the policy except upon thirty (30) days prior written notice to City. I:1City Council ReportsWunicipal Utilities & Engineering)l2-20-161Prcl ssional Services Agreement - watcr Conservation Education Prograrn\ETA Advertising Agreement 12.16.doc 6.2 Workers' Compensation and Employer's Liability insurance in the amount that meets statutory requirements with an insurance carrier acceptable to City, or certification to City that Consultant is self-insured or exempt from the workers' compensation laws of the State of California. Consultant shall provide City with Exhibit "C," entitled "Workers' Compensation Insurance Certification," which is attached hereto and incorporated herein by this reference prior to occupancy of the Premises. 6.3 Consultant shall secure and maintain comprehensive general liability insurance with carriers acceptable to City. Minimum coverage of One Million Dollars ($1,000,000) per occurrence and Two Million Dollars ($2,000,000) aggregate for public liability, property damage and personal injury is required. City shall be named as an additional insured and such insurance shall be primary and non-contributing to any insurance or self-insurance maintained by City. 6.4 Consultant shall secure and maintain professional liability insurance throughout the term of this Agreement in the amount of One Million Dollars ($1,000,000) per claim made. 6.5 Consultant shall have business auto liability coverage, with minimum limits of One Million Dollars ($1,000,000) per occurrence, combined single limit bodily injury liability and property damage liability. This coverage shall include all Consultant owned vehicles used in connection with Consultant's provision of the Services, hired and non -owned vehicles, and employee non -ownership vehicles. City shall be named as an additional insured and such insurance shall be primary and non-contributing to any insurance or self insurance maintained by City. 6.6 Consultant shall defend, indemnify and hold harmless City and its elected officials, employees and agents from and against any and all claims, losses or liability, including attorneys' fees, arising from injury or death to persons or damage to property occasioned by any negligent act or omission by, or the willful misconduct of, Consultant, or its officers, employees and agents in performing the Services. ARTICLE 7 --- CONFLICTS OF INTEREST 7.1 Consultant covenants and represents that it does not have any investment or interest in any real property that may be the subject of this Agreement or any other source of income, interest in real property or investment that would be affected in any manner or degree by the perforrnance of Consultant's Services. Consultant further covenants and represents that in the performance of its duties hereunder, no person having any such interest shall perform any Services under this Agreement. 7.2 Consultant agrees it is not a designated employee within the meaning of the Political Reform Act because Consultant: A. Does not make a governmental decision whether to: (i) approve a rate, rule or regulation, or adopt or enforce a City law; JACity Council Reports\Municipal Utilities & Engineering112-20-161P4ssional Services Agreement - water Conservation Education Program\ETA Advertising Agreement 12.16.doc (ii) issue, deny, suspend or revoke any City permit, license, application, certification, approval, order or similar authorization or entitlement; (iii) authorize the City to enter into, modify or renew a contract; (iv) grant City approval to a contract that requires City approval and to which City is a party, or to the specifications for such a contract; (v) grant City approval to a plan, design, report, study or similar item; (vi) adopt or grant City approval of, policies, standards or guidelines for City or for any subdivision thereof. B. Does not serve in a staff capacity with City and in that capacity, participate in making a governmental decision or otherwise perform the same or substantially the same duties for City that would otherwise be performed by an individual holding a position specified in City's Conflict of Interest Code under Government Code section 87302. 7.3 In the event City officially determines that Consultant must disclose its financial interests, Consultant shall complete and file a Fair- Political Practices Commission Form 700, Statement of Economic Interests, with the City Clerk's office pursuant to the written instructions provided by the City Clerk. ARTICLE 8 — GENERAL CONSIDERATIONS 8.1 In the event any action is cornmenced to enforce or interpret any of the terms or conditions of this Agreement the prevailing Party shall, in addition to any costs and other relief, be entitled to the recovery of its reasonable attorneys' fees, including fees for the use of in-house counsel by a Party. 8.2 Consultant shall not assign any of the Services, except with the prior written approval of City and in strict compliance with the terms and conditions of this Agreement. 8.3 Records, drawings, designs, cost estimates, electronic data files, databases and any other docuinents developed by Consultant in connection with its performance of the Services, and any copyright interest in such documents, shall become the property of City and shall be delivered to City upon completion of the Services, or upon the request of City. Any reuse of such documents, and any use of incomplete documents, shall be at City's sole risk. 8.4 Consultant is for all purposes under this Agreement an independent contractor and shall perforin the Services as an independent contractor. Neither City nor its agents shall have control over the conduct of Consultant or Consultant's employees, except as herein set forth. Consultant shall supply all necessary tools and instrumentalities required to perform the Services. Assigned personnel employed by Consultant are for its account only, and in no event shall Consultant or personnel retained by it be deemed to have been employed by City or engaged by City for the account of, or on behalf of City. Consultant shall have no authority, express or implied, to act on behalf of City in any capacity J:1City Council Reporls\Municipal Utilities & Engineering112-20-161Pr4ssional Services Agreement - Water Conservation Education ProgramlETA Advertising Agreement 12. l6.doc whatsoever as an agent, nor shall Consultant have any authority, express or implied, to bind City to any obligation. 8.5 Unless earlier terminated as provided for below, this Agreement shall terminate upon completion and acceptance of the Services by City. This Agreement may be terminated by City, in its sole discretion, by providing not less than five (5) days prior- written notice to Consultant of City's intent to terminate. if this Agreement is terminated by City, an adjustment to Consultant's compensation shall be made, but (1) no amount shall be allowed for anticipated profit or unperformed Services, and (2) any payment due Consultant at the time of terniination may be adjusted to the extent of any additional costs to City occasioned by any default by Consultant. Upon receipt of a termination notice, Consultant shall immediately discontinue its provision of the Services and, within five (5) days of the date of the ternination notice, deliver or otherwise make available to City, copies (in both hard copy and electronic form, where applicable) of project related data, design calculations, drawings, specifications, reports, estimates, summaries and such other- information and materials as may have been accumulated by Consultant in perforning the Services. Consultant shall be compensated on a pro -rata basis for Services completed up to the date of termination. 8.6 Consultant shall maintain books, ledgers, invoices, accounts and other records and documents evidencing costs and expenses related to the Services for a period of three (3) years, or for any longer period required by law, from the date of final payment to Consultant pursuant to this Agreement. Such books shall be available at reasonable times for examination by City at the office of Consultant. 8.7 This Agreement, including the Exhibits incorporated herein by reference, represents the entire agreement and understanding between the Parties as to the matters contained herein, and any prior negotiations, written proposals or verbal agreements relating to such matters are superseded by this Agreement. Except as otherwise provided for herein, any amendment to this Agreement shall be in writing, approved by City and signed by City and Consultant. 8.8 This Agreement shall be governed by and construed in accordance with the laws of the State of California. 8.9 If one or more of the sentences, clauses, paragraphs or sections contained in this Agreement is declared invalid, void or unenforceable by a court of competent jurisdiction, the same shall be deemed severable from the remainder of this Agreement and shall not affect, impair or invalidate the remaining sentences, clauses, paragraphs or sections contained herein, unless to do so would deprive a Party of a material benefit of its bargain under this Agreement. J:ICity Council ReportsWunicipal Utilities & EngineeringU2-20-16\1`4ssional Services Agreement - Water Conservation Education ProgramlETA Advertising Agreement 12.16.doc IN WITNESS WHEREOF, duly authorized representatives of City and Consultant have signed in confirmation of this Agreement. CITY OF REDLANDS By: 1.J`J 1064'� Paul W. Foster , Mayor Attest., _ J6riL Donaldson, City Clerk ETA ADVERTIS G, INC. By: Cassan Popli, Director of Account Services 7:1City Council ReportsWunicipal Utilities & Engineering112-20-16\Prcfpssional Services Agreement - Water Conservation Education PmgramlETA Advertising Agreement 12.16.doc EXHIBIT "A" SCOPE OF SERVICES JACity Council Reports%Municipal Utilities cC Engineeringl12-20-16\F'4ssional Services Agreement - Water Conservation Education Prograrn\ETA Advertising Agrcement 12.16.doc EXHIBIT "B" HOURLY RATE SCHEDULE ]:\City Council ReportsNunicipal Utilities & Engineering\12-2Q-16\P4ssional Services Agreement - Nater Conservation Education Prog"nlETA Advertising Agreement 12.16.doc EXHIBIT "B" COST OF SERVICES Task IA: Creative Services for Development of Storyline and Characters Task 1B: 3D Computer Modeling, 3D Animation Rigging and Character Poses $ 27,700.00 Task 2: Storybook Design and Printing Services $11,200.00 Task 3: Development of Microsite $ 6,000.00 Task 4: Design and Print Services for Collateral Pieces $ 3,800.00 Task 5: Facilitate and Conduct Campaign Launch. Event $ 4,000.00 Task 6: Optional Services Available for Additional Fee $15,300.00 Total Cost: S68,000.00 ETA shall also be available for other services outside of the projects listed above. The government hourly rates are listed below based on task: Senior Management $125/hour • President/Owner Director: $100/hour • Creative Director • Director of Account SenTices • Creative Copywriter • Director of Interactive Services Manager: $80/hour • Account Executive • Traffic Manager • Copywriter • Graphic Designer Staff: S60/hour • Jr. Graphic Designer • Jr. Copywriter • Account Coordinator Jr. Staff -Level 1: $50/hour • Production Artist Jr. Staff -Level 2: $45/hour • Administrative Assistant • Jr. Production Artist Service Rates (price could vary based on task level) • Concepting: S100 p/h • • Art Direction: $100 p/h • • Copywriting: $100 p/h • • Editine/Proofng: $80 p/h • • Graphic Design: $ 80 pni 0 Production: $ 60 p/h Illustration: S 100 p/h Photography: S 100 p/h Account Management. S 80 p/h Account Coordination: $60 p/h HOURLY RATE SCHEDULE EXHIBIT "C" WORKERS' COMPENSATION INSURANCE CERTIFICATION Every employer, except the State, shall secure the payment of compensation in one or more of the following ways: (a) By being insured against liability to pay compensation by one or more insurers duly authorized to write compensation insurance in this State. (b) By securing from the Director of Industrial Relations, a certificate of consent to self -insure, either as an individual employer, or as one employer in a group of employers, which may be given upon furnishing proof satisfactory to the Director of Industrial Relations of ability to self -insure and to pay any compensation that may become due to his or her employees. CHECK ONE I am aware of the provisions of Section 3700 of the Labor Code which requires every employer to be insured against liability for Workers' Compensation or to undertake self- insurance in accordance with the provisions of that Code, and I will comply with such provisions before commencing the performance of the work and activities required or permitted under this Agreement. (Labor Code § 18 61). I affirm that at all times, in performing the work and activities required or permitted under this Agreement, I shall not employ any person in any manner such that I become subject to the workers' compensation laws of California. However, at any time, if I employ any person such that I become subject to the workers' compensation laws of California, immediately I shall provide the City with a certificate of consent to self -insure, or a certification of workers' compensation insurance. I certify under penalty of perjury under the laws of the State of California that the information and representations made in this certificate are true and correct. ETA Advertising, Inc. Date: j I C1 I zo By: — 0^/,/ Cassandra Popli, Director of Account Services J:\City Council Reports\Municipal Utilities & Engineering\ 12-20-16\P4ssional Services Agreement - Water Conservation Education Program\ETA Advertising Agreement 12.16.doc