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Home My WebLink AboutFD Fireclear Information Campaign AgreementAGREEMENT FOR PROFESSIONAL SERVICES FOR FIRECLEAR INFORMATION CAMPAIGN This Agreement is made and entered into this 1- day of C (_j) 8Ll1 - , 204, by and between the CITY OF SAN RAFAEL (hereinafter "CITY"), and CLAUDINE JAENICHEN (hereinafter "CONTRACTOR"). RECITALS WHEREAS, CITY seeks to utilize CONTRACTOR to create fire evacuation and preparedness information that is coherent, cohesive, and memorable; and WHEREAS, CONTRACTOR has the expertise to perform the required services; AGREEMENT NOW, THEREFORE, the parties hereby agree as follows: PROJECT COORDINATION. A. CITY'S Project Manager. The Fire Department's Emergency Services Assistant 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'S Project Director. CONTRACTOR shall assign a single PROJECT DIRECTOR to have overall responsibility for the progress and execution of this Agreement for CONTRACTOR. Claudine Jaenichen 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 ten (10) business days of the substitution. 2. DUTIES OF CONTRACTOR. CONTRACTOR shall perform the duties and/or provide services as indicated in the attached Project Estimate dated September 10, 2019. 3. DUTIES OF CITY. CITY shall pay the compensation as provided in Paragraph 4, and cooperate with CONTRACTOR in providing necessary data and other resources in order to allow CONTRACTOR to complete project. a W Af 4. COMPENSATION. For the full performance of the services described herein by CONTRACTOR, CITY shall pay CONTRACTOR on a time and materials basis at the rate of $72 per hour, in a total amount not to exceed $13,500. Payment will be made in phases upon receipt by PROJECT MANAGER of itemized invoices submitted by CONTRACTOR. 5. TERM OF AGREEMENT. The term of this Agreement shall be for a period commencing on the execution of the agreement and ending on June 30, 2020. Upon mutual agreement of the parties, and subject to the approval of the City Manager the term of this Agreement may be extended for an additional period of up to (1) year. 6. 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 fifteen (15) 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, to the reasonable satisfaction of the party giving such notice, within such fifteen (15) day time period. 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 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. 7. OWNERSHIP OF DOCUMENTS. The written documents and materials prepared by the CONTRACTOR in connection with the performance 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. 8. 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. 9. ASSIGNABILITY. 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. 10. INDEMNIFICATION. A. CONTRACTOR shall, to the fullest extent permitted by law, indemnify, release, defend with counsel approved by CITY, and hold harmless CITY, its officers, agents, employees and volunteers (collectively, the "City Indemnitees"), from and against any claim, demand, suit, judgment, loss, liability or expense of any kind, including but not limited to attorney's fees, expert fees and all other costs and fees of litigation, (collectively "CLAIMS"), arising out of CONTRACTOR'S performance of its obligations or conduct of its operations under this Agreement. The CONTRACTOR's obligations apply regardless of whether or not a liability is caused or contributed to by the active or passive negligence of the City Indemnitees. However, to the extent that liability is caused by the active negligence or willful misconduct of the City Indemnitees, the CONTRACTOR's indemnification obligation shall be reduced in proportion to the City Indemnitees' share of liability for the active negligence or willful misconduct. In addition, the acceptance or approval of the CONTRACTOR's work or work product by the CITY or any of its directors, officers or employees shall not relieve or reduce the CONTRACTOR's indemnification obligations. In the event the City Indemnitees are made a party to any action, lawsuit, or other adversarial proceeding arising from CONTRACTOR'S performance of or operations under this Agreement, CONTRACTOR shall provide a defense to the City Indemnitees or at CITY'S option reimburse the City Indemnitees their costs of defense, including reasonable attorneys' fees, incurred in defense of such claims. B. The defense and indemnification obligations of this Agreement are undertaken in addition to, and shall not in any way be limited by, the insurance obligations contained in this Agreement, and shall survive the termination or completion of this Agreement for the full period of time allowed by law. 11. 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, ordinances, 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 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's Project Manager: Quinn Gardner City of San Rafael Fire Department 1600 Los Gamos Drive, Suite 345 San Rafael, CA 94903 TO CONTRACTOR's Project Director: Claudine Jaenichen 4883 S. Monarch Place Ontario, CA 91762 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. 17. 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. 18. 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. 19. 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. 20. CONTRACTOR RESPONSIBILITY FOR TAXES. CONTRACTOR shall pay any and all state and federal taxes and any other applicable taxes. CITY shall not be required to pay for any work performed under this Agreement, until CONTRACTOR has provided CITY with a completed Internal Revenue Service Form W-9 (Request for Taxpayer Identification Number and Certification). 21. SURVIVAL OF TERMS. Any terms of this Agreement that by their nature extend beyond the term (or termination) of this Agreement shall remain in effect until fulfilled, and shall apply to both Parties' respective successors and assigns. 22. APPLICABLE LAW. The laws of the State of California shall govern this Agreement. 23. COUNTERPARTS AND ELECTRONIC SIGNATURE. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one document. Counterpart signature pages may be delivered by telecopier, email or other means of electronic transmission. IN WITNESS WHEREOF, the parties have executed this Agreement as of the day, month and year first above written. CITY OF SAN RAFAEL Goi —:: By: By: JIMCH TCy ager ATTEST: LINDSAY LARA, City Clerk Name: LLND I N G TftW-MaI EtJ Title:��-- APPROVED AS TO FORM: a ROBERT F. EPSTEI , City ttorney PROJECT ESTIMATE Claudine Jaenichen 4883 S MONARCH PLACE, ONTARIO, CA 91762 WWW.JAENICHENDESIGN.COM / 626-590-]]21 / JAENICHENSTUDIO@YAHOO.COM SAN RAFAEL FIRE DEPARTMENT•. FIRECLEAR INFORMATION CAMPAIGN DESIGNER Claudine Jaenichen CLIENT Gil Dong, (415) 485-5002 DATE September 10, 2019 EMAIL Gil. Dong@cityofsanrafael.org JOB NUMBER SR.001 PROJECT FireClear Information Campaign PROJECT DESCRIPTION The purpose of a FireClear information campaign is to convey the importance of distributing spatial awareness and literary in fire risk areas; to encourage accurate cognitive recall of fire evacuation information for residents, tourists, students, commuters, and employees in fire risk areas; and to create and distribute fire evacuation and preparedness information that is coherent, cohesive, and memorable. This project will provide high resolution digital files of a 2 -spread Main City FireClear Brochure, City-wide FireClear Map, City-wide Zone Identification Map, (30) Area Maps plus 2 -sided Area Map Brochure with QR Codes, and a 2 -sided Defensible Space Brochure using the same FireClear visual standards to be used for signage, PDFs, and mailings. This estimate includes the design and digital print -ready files. Printing, materials, or other production costs are not included. ESTIMATE SUMMARY $ 1,800.00 CITY-WIDE FIRECLEAR MAP + MAIN CITY BROCHURE Includes: (2) rounds of revisions and final print -ready file (pdf, jpeg, ai) of a 2 -spread city- wide map using the FireClear visual standards. A high resolution of the map as well as a print -ready layout of a brochure based on the FireClear template will be provided. All information and graphics may be altered to fit the needs of City of San Rafael Fire Department requirements. $ 800.00 FIRECLEAR ZONE IDENTIFICATION MAP Includes: (2) rounds of revisions and final print -ready file (pdf, jpeg, ai) of an appropriated diagrammatic zone/area identification map that is based on the approved City-wide FireClear Map. This map will be included in the Main Brochure letting people know which areas are relevant to them using a numbering and color -coding system. CONTINUED NEXT PAGE... PROJECT ESTIMATE Claudine jaenichen 4583 S MONARCH PLACE, ONTARIO, CA 91762 WWW.JAENICHENDESIGN.COM r 626-590-]]21 ! JAENICHENSTUDIO@YAHOO.COM SAN RAFAEL FIRE DEPARTMENT. FIRECLEAR INFORMATION CAMPAIGN DESIGNER Claudine Jaenichen DATE September 10, 2019 JOB NUMBER SR.001 CLIENT Gil Dong, (415) 485-5002 EMAIL Gil.Dong@cityofsanrafael.org PROJECT FireClear Information Campaign CONTINUED FROM PREVIOUS PAGE.., ESTIMATE SUMMARY $ 9,000.00 ZONE MAPS + BROCHURES (EACH $300 x 30 AREAS) Includes: (2) rounds of revisions and final print -ready file (pdf, jpeg, ai) of a simplified zone map based on the City-wide FireClear Map. Reference for zone area, evacuation routes, and evacuation zones will be provided digitally by the client. A high resolution of the map as well as a QR Code, digital and print -ready layout of a brochure will be included with each Zone. Additional Zone Maps will be billed at $500. If less than (30) Zone Maps + Brochures are created, credit will be provided at $300 per map that was not created. $ 125.00 4R CODE GENERATOR SUBSCRIPTION Includes: 1 -year subscription to create up to 50 QR Codes. The online service stores the pdf, links, and other files linked to the QR Codes. It also provides how many users scanned each QR Code to track public engagement. Two representatives from the San Rafael Fire Dept may be added on as an Administrator for direct access. $ 500.00 DEFENSIBLE SPACE BROCHURE Includes: (2) rounds of revisions and final print -ready file (pdf, jpeg, ai) based on the FireClear template. All information and graphics may be altered to fit the needs of the City of San Rafael Fire Department requirements. Total Estimate $12,225.00 PAYMENT SCHEDULE TO BE DETERMINED PRIOR TO START OF PROJECT. The fees and estimate shown are estimates only. Final fees and expenses shall be shown when invoice is rendered. Estimates good for a period of 30 days from date. AGREEMENT 1 OF 2 Claudine Jaenichen ............. ..... . ... ..... I .. ............ . ................... . . . ..... . ......... 4883 S MONARCH PLACE, ONTARIO, CA 91762 WWW.JAENICHENDESIGN.COM 1 626-590-7721 1 JAENICHENSTUDIO@YAHOO.COM SAN RAFAEL FIRE DEPARTMENT FIRECLEAR INFORMATCON CAMPAIGN DESIGNER Claudine Jaenichen CLIENT Gil Dong, (415) 485-5002 DATE September 10, 2019 EMAIL Gil.Dong®cityofsanrafael.org JOB NUMBER SR.001 PROJECT FireClear Information Campaign PROJECT DESCRIPTION The purpose of a FireClear information campaign is to convey the importance of distributing spatial awareness and literacy in fire risk areas; to encourage accurate cognitive recall of fire evacuation information for residents, tourists, students, commuters, and employees in fire risk areas; and to create and distribute fire evacuation and preparedness information that is coherent, cohesive, and memorable. This project will provide high resolution digital files of a 2 -spread Main City FireClear Brochure, City-wide FireClear Map, City-wide Zone Identification Map, (30) Area Maps plus 2 -sided Area Map Brochure with QR Codes, and a 2 -sided Defensible Space Brochure using the same FireClear visual standards to be used for signage, PDFs, and mailings. This estimate includes the design and digital print -ready files. Printing, materials, or other production costs are not included. AGREEMENT SUMMARY The fees and estimate provided are estimates only. Final fees and expenses shall be shown when invoice is rendered. This agreement will be deemed legal and binding to both parties of signature and will not be transferable or negotiable. All additional changes, revisions, and modifications will require an addendum, or revised agreement prior to additional work The client shall be obligated to pay fees or expenses that were orally authorized in order to progress promptly with work If changes or revisions are requested after delivery of final copy, an additional charge will be invoiced to client on an hourly and expense basis. Outside purchases such as computer disks, supplies, messengers, etc. will be billed at cost plus 20% to cover costs of supplier supervision and administrative overhead. This estimate does not include any outside purchases or expenses which are not specifically listed. Please sign and date on line above Projects will not begin unless both pages of the agreement has been signed and returned. Thank you! AGREEMENT 2 OF 2 Claudine Jaenichen 4583 S MONARCH PLACE, ONTARIO, CA 91762 WWW.JAENICHENDESIGN.COM / 626-590-7721 1 JAENICHENSTUDIO@YAHOO.COM ..................._. ..,.>..._........_._..__.----............ { r SAN RAFAEL FIRE DEPARTMENT. FIRECLEAR INFORMATION CAMPAIGN DESIGNER Claudine Jaenichen CLIENT Gil Dong, (415) 485-5002 DATE September 10, 2019 EMAIL Gil. Dong®cityofsanrafael.org JOB NUMBER SR.001 PROJECT FireClear Information Campaign AGREEMENT TERMS PAYMENT Balance due net 15 days upon submission of final invoice. A 1.5% monthly service charge will be added to all overdue balances. A flexible payment schedule can also be arranged if necessary. Final digital files maybe withheld until all invoices outstanding are paid. ESTIMATE Client's approval shall be obtained for any increase in fees or expenses that exceed the original estimate by 10% or more. Estimate is based upon final approved copy by client. Estimate expires 30 days from the date provided on the estimate. CANCELLATION In the event of cancellation of this project, a cancellation fee for work completed, based on the contract price and expenses already incurred, shall be paid by the client. DISPUTES Any disputes in excess of $2,000.00 arising out of this Agreement shall be submitted to binding arbitration before the Joint Ethics Committee or a mutually agreed upon arbitrator pursuant to the rules of the American Arbitration Association. The Arbitrators award shall be final, and judgment may be entered in any court having jurisdiction thereof. The Buyer shall pay all arbitration and court costs, reasonable attorney's fees, and legal interest on any award of judgment in favor of Claudine Jaenichen. FAIR USE The designer owns copyright of design work and usage based on the purpose and character of the agreement, including whether or not it is for profit; the nature and character of the copyrighted work; the amount and substantially of the portion used, not only in relation to the copyrighted work as a whole, but also, in relation to the defendant's work (and this can be a qualitative as well as quantitative test); and the effect the use will have on the market for, or value of the copyrighted work. OWNERSHIP The Client retains ownership of the final selected design for purposes stated in this agreement. Claudine Jaenichen retains ownership of all concepts, digital files and artwork unless otherwise specified. Claudine Jaenichen shall archive artwork (digital files) for one year. Artwork required after the one year period will be considered a new job, and will be billed as such. Please sign and date on line above Projects will not begin unless both pages of the agreement has been signed and returned. Thank you! CONTRACT ROUTING FORM INSTRUCTIONS: Use this cover sheet to circulate all contracts for review and approval in the order shown below. TO BE COMPLETED BY INITIATING DEPARTMENT PROJECT MANAGER: Contracting Department: Fire Project Manager: Quinn Gardner Contractor Name: Claudine Jaenichen Extension: 458-5336 Contractor's Contact: 626-590-7721 Contact's Email: Jaenichenstudio@yahoo.com ❑ FPPC: Check if Contractor/Consultant must file Form 700 Step RESPONSIBLE DEPARTMENT 1 Project Manager DESCRIPTION COMPLETED REVIEWER DATE Check/Initial a. Email PINS Introductory Notice to Contractor N/A ❑ 10/2/2019 i _ PRINT 6 Project Manager 7 1 City Attorney 8 1 City Attorney 9 1 City Manager/ Mayor 10 City Clerk Date of City Council approval CONTINUE ROUTING PROCESS WITH HARD COPY Forward signed original agreements to City Attorney with printed copy of this routing form Review and approve hard copy of signed agreement Review and approve insurance in PINS, and bonds (for Public Works Contracts) Agreement executed by City Council authorized official Attest signatures, retains original agreement and forwards copies to Project Manager F ❑ _ 10/14/2019 + ❑X LG b. Email contract (in Word) and attachments to City + Attorney c/o Laraine.Gittens@cityofsanrafael.org 2 City Attorney a. Review, revise, and comment on draft agreement ❑X N/A and return to Project Manager b. Confirm insurance requirements, create Job on Or PINS, send PINS insurance notice to contractor + 3 Department Director Approval of final agreement form to send to enter a date. contractor Forward three (3) originals of final agreement to 4 Project Manager contractor for their signature 5 Project Manager When necessary, contractor -signed agreement agendized for City Council approval * *City Council approval required for Professional Services Agreements and purchases of goods and services that exceed $75,000; and for Public Works Contracts that exceed $175,000 _ PRINT 6 Project Manager 7 1 City Attorney 8 1 City Attorney 9 1 City Manager/ Mayor 10 City Clerk Date of City Council approval CONTINUE ROUTING PROCESS WITH HARD COPY Forward signed original agreements to City Attorney with printed copy of this routing form Review and approve hard copy of signed agreement Review and approve insurance in PINS, and bonds (for Public Works Contracts) Agreement executed by City Council authorized official Attest signatures, retains original agreement and forwards copies to Project Manager F ❑ _ 10/14/2019 + ❑X LG 10/14/2019 ® LG&I 10/15/2019 10/15/2019 ❑ ❑X N/A Or Click here to enter a date. 10/21/2019 lo- b`1-Iy IO 12,4111