HomeMy WebLinkAboutCC Resolution 9533 (Stormwater Pollution Control)RESOLUTION NO. 9533
RESOLUTION OF THE COUNCIL OF THE CITY OF
SAN RAFAEL ADOPTING AGREEMENT FOR
PROFESSIONAL SERVICES BETWEEN THE CITY OF
SAN RAFAEL AND PACIFIC/WEST COMMUNICATIONS
GROUP, INC. NOT TO EXCEED THE TOTAL OF $429,350.00.
WHEREAS, the Bay Area Stormwater Management Association Agencies,
(hereinafter `BASMAA") , has determined that consulting services are required to implement
the REGIONAL ADVERTISING CAMPAIGN; for stormwater pollution control in the greater
San Francisco Bay Area; and
WHEREAS, CITY, which is a member of the BASMAA, has been assigned the
title of Contracting Agent and Treasurer for BASMAA for the purpose of implementing the
REGIONAL ADVERTISING CAMPAIGN: and
WHEREAS, the BASMAA represents the various Stormwater Programs in the
greater San Francisco Bay Area and other entities contributed funds for the above mentioned
project; and
WHEREAS, the CONTRACTOR has offered to render certain specialized
professional services in connection with this Project.
NOW, THEREFORE, IT IS HEREBY RESOLVED that the City Council of
the City of San Rafael does hereby adopt the agreement from PACIFIC/WEST
COMMUNICATIONS GROUP, INC. for professional services between the City of San Rafael
and PACIFIC/WEST COMMUNICATIONS GROUP, INC. not to exceed the total of
$429,350.00.
I, JEANNE. M. LEONCINI, Clerk of the City of San Rafael, hereby
certify that the foregoing resolution was duly and regularly introduced and adopted at a regular
meeting of the Council of said City on Monday, the 18th day of December, 1995, by the
following vote, to wit:
AYES: COUNCILMEMBERS: Cohen, Heller, Phillips, Zappetini &
Mayor Boro
NOES: COUNCILMEMBERS: None
ABSENT: COUNCILMEMBERS: None
JEat44-4
M. LEONCI I, CityClerk
c R%t I G I� A L qsz
AGREEMENT
FOR PROFESSIONAL SERVICES
This Agreement is made and entered into this ]fib day of DECEMBER, 199_5, by and
between the CITY OF SAN RAFAEL (hereinafter "CITY"), and PACIFIC/WEST COMMUNICATIONS
GROUP, INC. & (hereinafter "CONTRACTOR).
RECITALS
WHEREAS, the Bay Area Stormwater Management Association Agencies, (hereinafter
`BASMAA"), has determined that consulting services are required to implement the REGIONAL
ADVERTISING CAMPAIGN; for stormwater pollution control in the greater San Francisco Bay Area;
and
WHEREAS, CITY, which is a member of the BASMAA, has been assigned the title of
Contracting Agent and Treasurer for BASMAA for the purpose of implementing the regional advertising
campaign; and
WHEREAS, the BASMAA represents the various Stormwater Programs in the greater San Francisco Bay
Area and other entities contributed funds for the above mentioned project; and
WHEREAS, the CONTRACTOR has offered to render certain specialized professional
services in connection with this Project.
AGREEMENT
NOW, THEREFORE, the parties hereby agree as follows:
I. PROJECT COORDINATION
A. CITY. The Stormwater Pollution Prevention Program Manager shall be the
representative of the CITY for all purposes under this Agreement. The Program Manager is hereby
designated the PROJECT MANAGER for the CITY, and said PROJECT MANAGER shall supervise all
aspects of the progress and execution of this Agreement.
B. CONTRACTOR. CONTRACTOR shall assign a single PROJECT
DIRECTOR to have overall responsibility for the progress and execution of this Agreement for
CONTRACTOR. Mark Rutherford is hereby designated as the PROJECT DIRECTOR for
CONTRACTOR. Should circumstances or conditions subsequent to the execution of this Agreement
require a substitute PROJECT DIRECTOR for any reason, the CONTRACTOR shall notify the CITY
within THIRTY (30) business days of the substitution.
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2. DUTIES OF CONTRACTOR
CONTRACTOR shall perform the duties and/or provide services as follows: the
CONTRACTOR agrees to provide professional services as an Advertising Consultant to prepare
recommendations for implementing the REGIONAL ADVERTISING CAMPAIGN, as outlined in the
Scope of Work from CONTRACTOR , (marked Exhibit "A'). The CONTRACTOR agrees to be
available and perform the work specified in this Agreement in the time frame as specified. The Scope of
Work as shown in Exhibit "A" may change as required during meetings which will be held between the
Contractor, City and BASMAA.
3. COMPENSATION
For the full performance of the services described herein by CONTRACTOR,
CITY shall pay CONTRACTOR on a time -and -materials basis for services rendered in accordance with
the rates shown on the current fee schedule as described in Exhibit "B" attached and incorporated herein.
The total payment made for any individual work task will not exceed the amounts shown on the Proposed
Budget, set out in Exhibit "B" and/or the amount which the City collects from BASMAA. If the City
collects less than the amount shown in Exhibit "B", then such amount shall constitute the total
compensation which shall not be exceeded. In this event, City shall notify contractor of such amount.
Payment will be made monthly upon receipt by PROJECT MANAGER of
itemized invoices submitted by CONTRACTOR. Total compensation paid to contractor shall not exceed
the amount collected by the City from BASMAA members and shall in no event, exceed the total of
$429,350.00.
Contractor will pre -bill all out-of-pocket media buying costs and an}production
costs exceeding Five -thousand dollars ($5,000) based on approved estimates.
4. TERM OF AGREEMENT
The term of this Agreement shall be for one year. This agreement can be extended
for two (2) additional one (1) year periods, at the option of City.
5. TERMINATION
A. Discretionary. Either party may terminate this Agreement without cause
upon THIRTY (30) days written notice mailed or personally delivered to the other party.
B. Cause. Either party may terminate this Agreement for cause upon TEN
(10) days written notice mailed or personally delivered to the other party, and the notified party's failure to
cure or correct the cause of the termination notice to the reasonable satisfaction of the party giving such
notice, within THIRTY (30) days of the receipt of said notice.
Agreement • 2
C. Effect of Termination. Upon receipt of Notice of Termination, neither
party shall incur additional obligations under any provision of this Agreement without the prior written
consent of the other.
D. Return of Documents. Upon termination, any and all CITY, and other
documents or materials provided to CONTRACTOR and any and all of CONTRACTOR's documents and
materials prepared for or relating to the performance of its duties under this Agreement, shall be delivered
to CITY as soon as possible, but not later than THIRTY (30) days after termination.
6. OWNERSHIP OF DOCUMENTS
The written documents and materials prepared by the CONTRACTOR in
connection with the perforniance of its duties under this Agreement, shall be the sole property of CITY.
CITY may use said property for any purpose, including projects not contemplated by this Agreement.
7. INSPECTION AND AUDIT
Upon reasonable notice, CONTRACTOR shall make available to CITY, or its
agent, for inspection and audit, all documents and materials maintained by CONTRACTOR in connection
with its performance of its duties under this Agreement. CONTRACTOR shall fully cooperate with CITY
or its agent in any such audit or inspection.
8. ASSIGNABILTY
The parties agree that they shall not assign or transfer any interest in this
Agreement nor the performance of any of their respective obligations hereunder, without the prior written
consent of the other party, and any attempt to so assign this Agreement or any rights, duties or obligations
arising hereunder shall be void and of no effect.
9. INSURANCE
A. During the term of this Agreement, CONTRACTOR shall maintain, at no
expense to CITY, the following insurance policies:
1. A comprehensive general liability insurance policy in the minimum amount of
ONE MILLION ($1,000,000) dollars per occurrence for death, bodily injury, personal injury, or property
damage;
2. An automobile liability (owned, non -owned, and hired vehicles) insurance
policy in the minimum amount of ONE MILLION ($1,000,000) dollars per occurrence;
Agreement • 3
3. If any licensed professional performs any of the services required to be
performed under this Agreement, a professional liability insurance policy in the minimum amount of ONE
MILLION ($1,000,000) dollars to cover any claims arising out ofAhe CONTRACTOR's performance of
services under this Agreement.
B. The insurance coverage required of the CONTRACTOR by Section 9. A.
shall also meet the following requirements:
1. The insurance shall be primary with respect to any insurance or coverage
maintained by CITY and shall not call upon CITY's insurance or coverage for any contribution;
2. Except for professional liability insurance, the insurance policies shall be
endorsed for contractural liability and personal injury;
3. Except for professional liability insurance, the insurance policies shall be
specifically endorsed to include the CITY, its officers, agents, and employees as additionally named
insureds under the policies;
4. CONTRACTOR vhall provide to PROJECT MANAGER, (a)
Certificates of Insurance evidencing the insurance coverage required herein, and (b) specific endorsements
naming CITY, its officers, agents and employees, as additional insureds under the policies;
5. The insurance po,icies shall provide that the insurance carrier shall not
cancel, terminate or otherwise modify the terms and conditions of said insurance policies except upon
THIRTY (30) days written notice to CITY's PROJECT MANAGER;
6. If the insurance is written on a Claims Made Form, then following
termination of this Agreemerrt, said insurance coverage shall survive for a period of not less than FIVE
years;
7. The insurance policies shall provide for a retroactive date of placement
coinciding with the effective date of this Agreement;
8. The insurance shall be approved as to form and sufficiency by PROJECT
MANAGER and the City Attorney.
C. If it employs any person, CONTRACTOR shall maintain Worker's Compensation
and Employer's Liability Insurance, as required by the State Labor Code and other applicable laws and
regulations, and as necessary, to protect both CONTRACTOR and CITY against all liability for injuries to
CONTRACTOR's officers and employees.
D. Any deductibles or self-insured retentions in CONTRACTOR's insurance policies must
be declared to and approved by the PROJECT MANAGER and the City Attorney. At
CITY's option, the deductibles or self-insured retentions with respect to CITY shall be
Agreement • 4
reduced or eliminated to CITY's satisfaction, or CONTRACTOR shall procure a bond
guaranteeing payment of losses and related investigations, claims administration,
attorney's fees and defense expenses.
10. INDEMNIFICATION
CONTRACTOR shall indemnify, release, defend and hold harmless CITY, its
officers, and employees, against any claim, demand, suit, judgement, loss, liability or expense of any kind,
including attorney's fees arising out of or resulting in any way, in whole or in part, from any acts or
omissions, intentional or negligent, of CONTRACTOR or CONTRACTOR's officers, agents and
employees in the performance of their duties and obligations under this Agreement.
it, NONDISCRIMINATION
CONTRACTOR shall not discriminate, in any way, against any person on the
basis of age, sex, race, color, religion, ancestry-, national origin or disability in connection with or related to
the performance of its duties and obligations under this Agreement.
12. COMPLIANCE WITH ALL LAWS
CONTRACTOR shall observe and comply with all applicable federal, state and
local laws, ordinances, codes and regulations, in the performance of its duties and obligations under this
Agreement. CONTRACTOR shall perform all services under this Agreement in accordance with these
laws, ordinances, codes and regulations. CONTRACTOR shall release, defend, indemnify and hold
harmless CITY, its officers, agents and employees from any and all damages, liabilities, penalties, fines and
all other consequences from any noncompliance or violation of any laws, ordinance, codes or regulations.
13. NO THIRD PARTY BENEFICIARIES
CITY and CONTRACTOR do not intend, by any provision of this Agreement, to
create in any third party any benefit or right owed by one party under the terms and conditions of this
Agreement to the other party.
14. NOTICES
All notices and other communications required or permitted to be given under this
Agreement, including any notice of change of address, shall be in writing and given by personal delivery, or
deposited with the United States Postal Service, postage prepaid, addressed to the parties intended to be
Agreement • 5
notified. Notice shall be deemed given as of the date of personal delivery, or if mailed, upon the date of
deposit with the United States Postal Service. Notice shall be given as follows:
TO CITY: Mr. Steven M. Zeiger
(Project Manager)
City of San Rafael
1400 Fifth Avenue
P.O. Box 151560
San Rafael, CA 94915-1560
TO CONTRACTOR: Mr. Mark Rutherford
(Project Director)
Pacific/West Communications Group, Inc.
3435 Wilshire Boulevard, Suite 2850
Los Angeles, CA 90010
15. INDEPENDENT CONTRACTOR
For the purposes, and for the duration, of this Agreement, CONTRACTOR, its
officers, agents and employees shall act in the capacity of an Independent Contractor. and not as employees
of the CITY. CONTRACTOR and CITY expressly intend and agree that the status of CONTRACTOR,
its officers, agents and employees be that of an Independent Contractor and not that of an employee of
CITY.
16. ENTIRE AGREEMENT — AMENDMENTS
A. The terms and conditions of this Agreement, all exhibits attached, and all
documents expressly incorporated by reference, represent the entire Agreement of the parties with respect
to the subject matter of this Agreement.
B. This written Agreement shall supersede any and all prior agreements, oral
or written, regarding the subject matter between the CONTRACTOR and the CITY.
C. No other agreement, promise or statement, written or oral, relating to the
subject matter of this Agreement, shall be valid or binding, except by way of a written amendment to this
Agreement.
D. The terms and conditions of this Agreement shall not be altered or
modified except by a written amendment to this Agreement signed by the CONTRACTOR and the CITY.
E. If any conflicts arise between the terms and conditions of this Agreement,
and the terms and conditions of the attached exhibits or the documents expressly incorporated by reference,
the terms and conditions of this Agreement shall control.
Agreement • 6
18. SET-OFF AGAINST DEBTS
CONTRACTOR agrees that CITY may deduct from any payment due to
CONTRACTOR under this Agreement, any monies which CONTRACTOR owes CITY under any
ordinance, agreement, contract or resolution for any unpaid taxes, fees, licenses, assessments, unpaid
checks or other amounts.
19. WAIVERS
The waiver by either party of any breach or violation of any term, covenant or
condition of this Agreement, or of any ordinance law or regulation, shall not be deemed to be a waiver of
any other term, covenant, condition, ordinance, law or regulation, or of any subsequent breach or violation
of the same or other term, covenant, condition, ordinance, law or regulation. The subsequent acceptance by
either party of any fee, performance, or other consideration which may become due or owing under this
Agreement, shall not be deemed to be a waiver of any preceding breach or violation by the other party of
any term, condition, covenant of this Agreement or any applicable law, ordinance or regulation.
20. COSTS AND ATTORNEY's FEES
The prevailing party in any action brought to enforce the terms and conditions of
this Agreement, or arising out of the performance of this Agreement, may recover its reasonable costs
(including claims administration) and attorney's fees expended in connection with such action.
21. CITY BUSINESS LICENSE/OTHER TAXES
CONTRACTOR shall obtain and maintain during the duration of this Agreement,
a CITY business license as required by the San Rafael Municipal Code. CONTRACTOR shall pay any
and all state and federal taxes and any other applicable taxes. CONTRACTOR's taxpayer identification
number is 95-4105304 , and CONTRACTOR certifies under penalty of perjury that said
taxpayer identification number is correct.
Agreement • 7
22. APPLICABLE LAW
The laws of the State of California shall govern this Agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the day, month
and year first above written.
CITY OF SAN RAFAEL CONTRACTOR
PACIFIC /WEST COMMUNICATIONS GROUP, I:NC.
Project Manager
By:
ATTEST:
C Clerk
AP VE S DORM:
lo
City Attorn
Title: St. P/L.ISS\1 o'- -
Agreement • 8
1:0114 ow 11:
Addendum Page 1
SCOPE OF WORK
Task 1.1 -- Overhead
Mark Rutherford -- Project Manager
10.140VII-9-11
Addendum Page 2
Task 4.2 -- Electronic Production
• Creation of two radio spots
Task 4.3 -- Print Production
• Creation of six print ads
Task 4.4 -- Advertising Placement (Media Buying)
• Television Placement $140,000
• Radio Time Purchase $75,000
• Outdoor Placement Pro Bono/Corporate Sponsorships
Total Project Fees: $307,000
Addendum Page 3
Cost Proposal by Personnel
12 Months
Staff
Hours
Base Rate
Overhead
Profit
M. Rutherford
1200
$17.50
2X
15%
U. Lieberman
1200
$10.00
2X
15%
K. Kristkeitz
100
$15.00
2X
15%
S. Tobia**
240
$75.00
2X
15%
P. Doupe**
100
$60.00
2X
15%
B. Canning**
220
$60.00
2X
15%
C. Wahl**
100
$17.50
2X
15%
**Indicates Pro Bono
$20,000
Special Events
Total Hours: 3160
Total Professional Fees
Fees to BASMAA: $79.050
Total Budget: $393.000
Total Cost Pro Bono Value
$48,000
$27,600
$3,450
$41,400
$13,800
$30,360
$4,025
Total Pro Bono:
$89.585
Budget Summary
Task 1
Project Management
$30,000
Task 2
Research and Evaluation:
$25,000
Pre/Post
Task 3
Corporate & Community
Pro Bono
Partnerships
Task 4
Electronic & Print
Production/ Placement:
A. Television
$140,000
B. Radio Time Purchase
$75,000
C. Outdoor
Pro Bono
D. Camera Ready Designs
$7,000
E. Advertising Production
$93,000
Task 5
Media Relations/
$20,000
Special Events
Out of
Pocket Expenses:
$3,000
Total Budget: $393.000
Total Cost Pro Bono Value
$48,000
$27,600
$3,450
$41,400
$13,800
$30,360
$4,025
Total Pro Bono:
$89.585
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SCOPE OF WORK
STEP ONE -- PROJECT MANAGEMENT
Task 1.1 -- Overhead
• Project Manager -- Mark Rutherford
Task 1.2 -- Monthly Status Reports
• Beginning November 1995
Task 1.3 -- Bi -monthly Meetings with BASMAA Staff beginning October 12, 1995
Task 1.4 -- Travel and Per Diem
• To be determined based on need
Total Project Fees: $30,000
PacificlWest Communications Group, Inc Bay Area Stormwater Management Agencies Association
-1-
STEP TWO — PRE -AND POST -CAMPAIGN RESEARCH AND EVALUATION
Task 2.1 -- Pre -Campaign Research
• Benchmark survey sample of 500 people with a ±4.5% margin of error
• Survey will determine public awareness of the problem and effectiveness of
various promotional messages
• Analysis to be completed by December 1995
Task 2.2 -- Post -Campaign Survey
• Survey sample of 500 people with a ±4.5% margin of error
• Survey will analyze effectiveness of first year of the campaign, promotional
messages and awareness of perceived usefulness of hotline phone number
• To be completed by early October 1996
Total Project Fees: $25,000
PacifuJWest Communications Group, Inc Bay Area Stormwater Management Agencies Association
-2-
STEP THREE -- CORPORATE AND COMMUNITY PARTNERSHIPS
Task 3.1 -- Public/Private Partnerships
• Environmental Community
• Corporate Partners
• Roundtable Discussions
Task 3.2 -- Corporate Sponsorships
• Development of corporate sponsorship kits
• Advertising placement assistance
• Special event underwriting
• Premiums, giveaways and educational materials
Total Project Fees: $0 (Pro-bono)
PacificlWest Communications Group, Inc Bay Area Stormwater Management Agencies Association
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CEO s :.
STEP FOUR -- ELECTRONIC AND PRINT ADVERTISING PRODUCTION
Task 4.1 -- Concept Development
• Theme and Message Development
• All ads will have a clear call to action
Task 4.2 -- Electronic Production
• Creation of two radio spots
• Creation of one television spot
• On -air promotions
Task 4.3 -- Print Production
• Creation of six print ads
Task 4.4 -- Advertising Placement (Media Buying)
• Television Placement $140,000
• Radio Time Purchase $75,000
• Outdoor Placement Pro Bono/Corporate Sponsorships
Total Project Fees: $307,000
PacificlWest Communications Group, Inc Bay Area Stormwater Management Agencies Association
-4-
STEP FIVE -- MEDIA RELATIONS/SPECIAL EVENTS
Task 5.1 -- Media Kick-off Event
• Corporate Sponsorships
• Special Event Coordination
• Timeline Development
Task 5.2 -- Media Relations
• Establishment of a public service outreach program
Task 5.3 -- Documentary
• Solicitation of a KQED documentary on water pollution underwritten by
corporate sponsors
Total Project Fees: $20,000
TOTAL CAMPAIGN COSTS: $393,000
PacificJWest Communications Group, Inc Bay Area Stormwater Management Agencies Association
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