HomeMy WebLinkAboutContracts & Agreements_114-2010_CCv0001.pdf AGREEMENT TO FURNISH CONSULTING SERVICES TO THE CITY OF REDLANDS
FOR REVENUE MEASURE PUBLIC INFORMATION SERVICES
This agreement for revenue measure public information services ("Agreement") is made
and entered into this 26`h day of July, 2010 ("Effective Date"), by and between the City of
Redlands, a municipal corporation ("City") and Sidewalk Strategies, a division of
TRAMUTOLA LLC ("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 perform the following specific five services in
connection with the City's revenue measure public information services (the"Services"):
(a) Establish project timeline and advise City of election process and key public
education dates;
(b) Recommend a public information strategy and budget to inform and educate
voters about City needs and proposed ballot measure; assist City in implementing
public information strategy, including developing appropriate work products—
e.g. fact sheet,Q&A sheet and website content,
(c) Participate with City's financial advisor, pollster, legal counsel and City
personnel, as requested to assist City in developing and placing a specific revenue
measure on the ballot;
(d) Prepare ballot statement(75 word summary);
(e) Provide ongoing communications counsel regarding public information for City's
measure.
1.2 In addition to performing the Services, Consultant shall cause three (3) public education
direct mailers (the "Mailers") to be prepared. Consultant shall coordinate production and
distribution of the Mailers and coordinate and supervise graphic designers, printers, mail
houses and other vendors associated with print production of the Mailers. Consultant
shall obtain City, and City's City Attorney, approval for all communication work
products and the Mailers prior to printing/posting/mailing.
1.3 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.
1.4 Consultant shall comply with all applicable Federal, State and local laws and regulations
in its performance of the Services including, but not limited to, the Americans with
Disabilities Act, and the Fair Employment and Housing Act.
ARTICLE 2 -RESPONSIBILITIES OF CITY
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11 City shall make available to Consultant information in its possession that may assist
Consultant in performing the Services.
2.2 City will make reasonable provision for Consultant to enter upon City-owned property, as
required by Consultant,to perform the Services.
2.3 City designates Carl Baker, Public Information Officer, 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 3 -PAYMENTS TO CONSULTANT
31 The total compensation for Consultant's performance of the Services shall be the amount
of Twenty Thousand Dollars ($20,000), due in two equal installments of Ten Thousand
Dollars ($10,000) each, payable on or before August 5, 2010 and August 20, 2010,
respectfully. The total compensation for Consultant's preparation of the Mailers shall be
Forty Seven Thousand Dollars ($47,000). Consultant shall invoice City on a time and
materials basis for work performed in connection with the Mailers, and such invoices
shall be due and payable within twenty(20) days of City's receipt of the same. City shall
further, separately reimburse Consultant for Consultant's reasonable and necessary
expenses (the "Expenses") including, without limitation, travel, meals, lodging long
distance telephone charges, teleconferencing, and/or cellular telephone toll charges;
photocopying and faxes; express mail, messenger or delivery service incurred in
performing the Services hereunder. Expenses shall not exceed Three Thousand Dollars
($3,000).
3.2 Subject to prior written approval of City, Consultant is authorized to enter into third party
contracts on behalf of City for City's public information efforts. Payment of vendor for
all goods, services and costs shall be City's sole responsibility, and shall be in addition to
the Compensation or any other fees for Services. Such third party contracts include,
without limitation, contracts for printing, graphic artwork, demographic data, opinion
research,mailing services,and postage.
3.3 Consultant shall submit monthly invoices to City describing the services and/or Expenses
performed and incurred 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, if any.
City shall pay Consultant no later than thirty(30) days after receipt and approval by City
of Consultant's invoice, provided the Services reflected in the invoice were performed to
the reasonable satisfaction of City in accordance with the terms of this Agreement, that
the number of hours of Services set forth in the invoice reflect the amount of time
ordinarily expended for such Services by members of the profession currently practicing
in the same locality under similar conditions, and provided further that all Expenses and
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other information set forth in the invoice are consistent with the terms and conditions of
the Agreement.
3.4 All notices shall be given in writing by personal delivery or by mail. Notices sent by
mail should be addressed as follows:
city Consultant
Carl Baker Larry Tramutola
Public Information Officer Managing Member
City of Redlands Sidewalk Strategies
P.O. Box 3005 191 Ridgeway Avenue
Redlands, CA 92373 Oakland, CA 94611
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 3.4.
ARTICLE 4- INSURANCE AND INDEMNIFICATION
4.1 Insurance; Generally. All 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 all 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. All
insurance policies shall include a provision prohibiting cancellation of the policy except
upon thirty(30) days prior written notice to City.
4.2 Workers Compensation and Employer's Liability. Consultant shall secure and maintain
Workers Compensation and Employer's Liability insurance throughout the duration of
this Agreement in accordance with the laws of the State of California, with an insurance
carrier acceptable to City.
4.3 (a) Each Party shall indemnify, defend and save harmless the other Party from all
loss, liability, damage,claim, cost or expense(including reasonable attorney fees or court
costs)to the extent caused by the actual or alleged infringement of any patent, copyright,
trade secret, or other proprietary right arising from or related to any material it furnished
to such other Party pursuant to this Agreement.
(b) Each Party(the"Indemnifying Party") shall indemnify, defend, and save harmless
the other Party from all loss, liability, damage, claim, cost or expense (including
reasonable attorney fees or court costs) arising from or relating to any personal injury,
death, damage to property, or economic loss to the extent caused by the Indemnifying
Party's sole negligent act or omission, intentional misconduct, or other breach of duty. In
the event both Consultant and City are at fault, indemnification shall be proportionate to
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their respective shares of fault. In the event neither party is at fault, each party shall bear
responsibility for its own losses,expenses and liability.
4.4 Assignment. Consultant is expressly prohibited from assigning any of the Services
without the express prior written consent of City. In the event of agreement by the
Parties to assign a portion of the Services, Consultant shall add the assignee as an
additional insured and provide City with the insurance endorsements required by this
Agreement prior to the performance of any Services by the assignee. Assignment does
not include printing or other customary reimbursable expenses that may be provided for
in this Agreement.
4.5 Comprehensive General Liability Insurance. Consultant shall secure and maintain in
force throughout the term of this Agreement 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. Such insurance shall be primary and non-contributing to any insurance or self-
insurance maintained by City.
4.6 Business Auto Liability Insurance. Consultant shall have business auto liability
coverage, with minimum limits of One Million Dollars ($1,000,000) per occurrence,
combined single limit for 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. Such insurance shall be primary and non-contributing to any
insurance or self insurance maintained by City. City shall be named as an additional
insured.
ARTICLE 5 -CONFLICTS OF INTEREST
5.1 Consultant covenants and represents that it does not have any investment or interest in
real property which might be the subject of this Agreement or any other source of
income, interest in real property or investment which 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.
5.2 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 of any City governmental decisions regarding approval of a
rate,rule or regulation, or the adoption or enforcement of laws;
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(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, design, 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 all 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.
5.3 In the event City 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 6 -GENERAL CONSIDERATIONS
6.1 Attorneys' Fees and Costs. 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.
6.2 Prohibition Against Assignment. 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.
6.3 Documents and Records. All documents, records, drawings, designs, cost estimates,
electronic data files, databases and other documents 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.
6.4 Independent Contractor Status. Consultant is for all purposes under this Agreement an
independent contractor and shall perform the Services as an independent contractor,
Neither City nor any of its agents shall have control over the conduct of Consultant or
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any of Consultant's employees, except as herein set forth. Consultant shall supply all
tools and instrumentalities required to perform the Services. All personnel employed by
Consultant are for its account only, and in no event shall Consultant or any 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.
6.5 Termination.
A. Unless earlier terminated as provided for below, this Agreement shall terminate
on September 15,2010.
B. This Agreement may be terminated by City, in its sole discretion, by providing
five (5) business 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.
D. 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 termination notice,
deliver or otherwise make available to City, copies (in both hard copy and electronic
form, where applicable) of any data, design calculations, drawings, specifications,
reports, estimates, summaries and such other information and materials as may have been
accumulated by Consultant in performing the Services. Consultant shall be compensated
on a pro-rata basis for Services completed up to the date of termination.
6.6 Books and Records. Consultant shall maintain any and all books, ledgers, invoices,
accounts and all 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 all reasonable times for examination by City at the office of Consultant.
6.7 Entire Agreement/Amendment. 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. Any
amendment to this Agreement shall be in writing, approved by City and signed by City
and Consultant.
6.8 Governing Law. This Agreement shall be governed by the laws of the State of California
without regard to any conflicts of law doctrine. In any action or proceeding brought to
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enforce this Agreement or any other claim arising out of or related to this Agreement, the
exclusive venue shall be San Bernardino County California. Each party submits to the
exclusive jurisdiction of any state or federal court sitting in San Bernardino County,
California,and waives,to the maximum extent permitted by law, any and all rights, either
substantive or procedural, which in any way limit or prevent enforcement of the terms of
this Agreement.
6.9 Severability, 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 any of 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.
IN WITNESS WHEREOF, duly authorized representatives of the City and Consultant
have signed in confirmation of this Agreement.
CITY OF REDLANDS
By:
Pat Gilbreath, Mayor
Attest:
Sam Irwm)City Clerk
SIDEWALK STRATEGIES
Larry TrImutola, Managing Member
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