HomeMy WebLinkAboutContracts & Agreements_182-2011_CCv0003.pdf AGREEMENT TO IMPLEMENT THE MUNICIPAL ZERO WASTE
JUNK MAIL OPT-OUT PROGRAM
This agreement for the provision of services associated with operation of the City of
Redlands' Municipal Zero Waste Junk Mail Opt-Out Program ("Agreement") is made and
entered into this 21't day of November, 2011 ("Effective Date"), by and between the City of
Redlands, a municipal corporation ("City") and Catalog Choice. a non-profit corporation
('*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 1 - ENGAGEMENT OF CONSULTANT
1.1 City, hereby engages Consultant to provide consulting services for the implementation of
the K -vices").
ffi City of Redlands I'viallicipal Zero Waste Jun' Mail Opt-Out Program(the "Set
L2 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'
11 The Services that Consultant shall perforin 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, the Americans with
Disabilities Act, the Fair Employment and Housing Act and 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.
12 City designates Fred Cardenas 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 over
the course of the term of this Agreement.
4.2 During the term of this Agreement. City may request that Consultant perforin Extra
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Services. As used herein, "Extra Services" means any work that is determined necessary
by City for the proper completion of the Services, but which the Parties did not
reasonably anticipate would be necessary at the time of execution of this Agreement.
Provided the Extra Services do not exceed twenty percent(20%) of the compensation to
be paid by City to Consultant for the Services, such Extra Services may be agreed to by
the Parties by written amendment to this Agreement, executed by a duly authorized City
official in accordance with Chapter 2.16 of the Redlands Municipal Code. Consultant
shall not perform, nor be compensated for, Extra Services without such written
authorization from City.
ARTICLE 5 - PAYMENTS TO CONSULTANT
5.1 The total compensation for Consultant's performance of the Services shall be in the
amount of Three Thousand Dollars ($3,000.00). City shall pay Consultant over the one-
year term of the agreement.
5.2 Consultant shall submit monthly invoices to City describing the work performed 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 invoice.
5.3 All notices shall be given in writing by personal delivery or by mail. Notices sent by
mail should be addressed as follows:
City Consultant
Fred Cardenas Catalog Choice
Quality of Life Department 1845 Berkeley Ave.
City of Redlands Berkeley, CA 94703
35 Cajon Street, Suite 222
P.O. Box 3005 (mailing)
Redlands, CA 92373
When so addressed, such notices shall be deemed given upon deposit in the United States Mail.
Changes may be made in the names and addresses of the person to whom notices and payments
are to be given by giving notice pursuant to this section 5.3.
ARTICLE 6 - CONFLICTS OF INTEREST
6.1 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 performance 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.
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6.2 Consultant agrees it is not a designated employee within the meaning of the Political
Reform Act because Consultant:
A. Does not make or participate in:
(i) the making or any City governmental decisions regarding approval of a rate,
rule or regulation, or the adoption or enforcement of laws,
(ii)the issuance.,denial, suspension or revocation of City permits, licenses,
applications, certifications, approvals, orders or similar authorizations or entitlements;
(iii) authorizing City to enter into, modify or renew a contract;
(iv) granting 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) granting City approval to a plan, n desig
Z__ .- report, study or similar item;
(vi) adopting, or granting 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.
6.3 In the event City officially determines that Consultant must disclose its financial interests
by completing and filing a Fair Political Practices Commission Form 700, Statement of
Economic Interests. Consultant shall file the subject Form 700 with the City Clerk's
office pursuant to the written instructions provided by the Office of the City Clerk.
ARTICLE 7 - GENERAL CONSIDERATIONS
7.1 In the event any action is commenced 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.
7.2 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.
7.3 Project related reports and other marketing materials developed by Consultant in
connection with its performance of the Services shall become the non-exclusive 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.
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7.4 Consultant is for all purposes under this Agreement an independent contractor and shall
perform the Services as an independent contractor. Neither City nor of its agents shall
have control over the conduct of Consultant or Consultant's employees, except as herein
set forth. Consultant shall supply 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
whatsoever as an agent, nor shall Consultant have any authority, express or implied,to
bind City to any obligation.
7.5 Termination.
A. Unless earlier terminated as provided for below, this Agreement shall terminate one
calendar year after its Effective Date.
B. This Agreement may be terminated by City, in its sole discretion, by providing thirty
(30) days prior written notice to Consultant(delivered by certified mail, return receipt
requested) of City's intent to terminate.
C. 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 termination 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.
7.6 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, an
amendment to this Agreement shall be in writing, approved by City and signed by City
and Consultant.
7.7 This Agreement shall be governed by and construed in accordance with the laws of the
State of California.
7.8 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.
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IN WITNESS WHEREOF, duly authorized representatives of the City and Consultant have
signed in confirmation of this Agreement.
CITY OF REDLANDS CATALt CHOICE
-
By: By:
Tina Kundig, Finance Director/City'Treasurer
Attest:
:��o
Sam Irwin, lty C erk
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EXHIBIT "Aft
SCOPE OF SERVICES
A-1
Scope of Work— Exhibit A
Catalog Choice will configure a co-branded preference service for the City of Redlands to help residents
and businesses reduce unwanted mail and phone books in the community.The Catalog Choice program
uses technology to connect citizens to direct marketers in order to reduce waste at the source. The
title-specific program targets all forms of advertising mail including catalogs,financial solicitations,
coupons as well as telephone directories.
Catalog Choice will manage the following efforts to configure, manage, and promote the service:
Mail Preference Service Development
1. Configure a Dedicated Website: Develop and maintain a dedicated website for the City of
Redlands that includes its logo, relevant local information and two 300 x 250 customizable ad slots.
The screen shot below shows the City of Chicago's opt-out site as an example.
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Program Outreach
2. Email Marketing: Email Catalog Choice users who live in Redlands, direct them to the website
and encourage them to invite their friends in the area to visit the site and join.
3. Social Media: Use the organization's presence on Twitter and Facebook to promote the City's
mail preference site.
4. Local Fliers: Prepare fliers to be posted at popular community information boards.The flier will
be available for download so that it can be referenced in outreach efforts, printed online, and
posted at popular local gathering places and kiosks.
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5. Program Cards: Design program cards for distribution atevents,government offices and
mailings. The City will be responsible for printing and distributing the cards.
6. K8ailStopEnyehopes Make available a limited quantity offree K4ai8top Envelopes tothe City
for distribution to residents.The MailStop Envelope is an easy offline way to opt out of unwanted
mail. The sender is required to pay for postage. Catalog Choice processes up to 15 opt-outs per
envelope.
7. Outreach Templates—Provide the City with a packet of outreach templates for custornization,
including press releases, stakeholder announcements, utility bill inserts, and sample ennai/s.
Operations,Service&Reporting
O. Operations: Operate the site on a 34-hour, seven days a week basis, subject to normal and
customary down times for updates and maintenance. Catalog Choice will manage and respond toall
customer service inquiries submitted byusers through the website.
9. Compliance monitoring: Deliver and track opt-out requests and address non-compliant
companies.
10. Private email Service: Protect consumer's personal email by providing Catalog Choice email
address for use ifrequired during the opt-out process.
11. Community Reporting Feature: Provide the City with access to its Community Reports to track
by Zip Code the number of accounts, number of opt-outs, pounds of solid waste reduced, number of
trees saved, pounds of[Ozreduced, and gallons ofwater saved.
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