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CM Illegal Dumping Outreach CampaignAGREEMENT FOR PROFESSIONAL SERVICES FOR ILLEGAL DUMPING OUTREACH CArNIPAIGN I his A,,reenlent is made and entered into this lb �Iav of M _ _ -. 2020, bv and bemeen the C'IT'Y OF SAN RAI-'A[(hereinafter "CITY"), and Cl�-antic Idea Studio. Inc. (hereinafter "CON'T'RACTOR"). RECITALS N EIE;REAS, the City of San Rafael has seen an increase in illegal dumping over the past several \ears. including an increase in resident arid business complaints: and \'VIIERF,AS. the Department of Public Works devotes up to 259% of their Streets Division staff tlille weekly abating illegal dumping; and WHERh:AS, the Cite Council of the Citv of San Rafael adopted a resolution Oil DeCerllber 16, 2011) approving a rate adjustment to the \Marin Sanitarn Service reluse rates which included up to ,100.000 to assist with illegal dumping solutions that also include waste reduction and recycling: AGREENILNT NOW, THEREFORE, the parties hereby agree as follo\\s: PRO.IL'C'T' C'OORI)IN,k"I'[ON A. CITY. I'he Citv Manager shall be the representative of the CI'T'Y for all purposes under this Agreement. Sustainability Prmranl Manauer C'ory I3vtof is hereby deshmiated the PROJI_.C'T MAN:1GFR for the CITY. and said PROJEC'I' MANAGER shall supervise all aspects of the progress and execution of this Agreement. B. C'ON'TRACTOR. CONTRACTOR shall assign a single PROJECT DIRI.CTOR to have overall responsibility for the progress and execution of this Agreement tier CONTRACTOR. Kas Neteler is hereby designated as the PROJL`0 D[RI::C'I'OR tier CONTRACTOR. Should circumstances or conditions subseiluent to the execution of this Agreement require a substiute PROJECT DIRI:C'TOR for ariv reason: the CONTRACTOR shall notit�, the CITY "chill tell (I o) 11lISI11eSS days of the SubstitUtion. DU ITIS OF C'ONl'RACTOIZ CONTRACTOR shall perform the duties andror provide services as described in CONTRACTOR's Proposal fi)r the Project San Ratael Illegal [blipping ikMitigation Project. dated May 5. 2020, attached hereto as Exhibit "A" and incorporated herein. Dt STIES OF CITY CITYshall cooperate with CONTRACTOR in his performance under this agreement and shall compensate CONTRACTOR as provided herein. -T. COMPENSATION. For the full pertbrmance of the services described herein by CONTRACTOR. CONTRACTOR shall be compensated as described in Exhibit " A " in a total contract a.1nount not to exceed $22.860.00. It is understood and agreed by the parties that payment of compensation hereunder shall be made as Eiillows: CONTRACTOR shall submit monthly invoices to CITY for review-- and approval. then CITY shall remit payment directly to CONTRACTOR within thirty (30) of receipt thereof. T FRNI 01. AGREEMENT. The terni of this Agreement shall commence upon the date of execution of this Agreement and shall end on December 31. 2020. 6. CERIIIN.ATTON. A. Discretionary. Either party may terminate this Agreement without cause upon thirty (10) days written notice mailed or personally delivered to the other party. E3. Cause. Either party may terminate this Agreement for cause upon fifteen (15) days written notice mailed or personally delivered to the other part}. 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 (1J) 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 CONSULTANT and any and all of CONSLILTANT's docunlentS and materials prepared fior or relating to the performance of Its dUt►eS Under this Agreement. shall be delivered to CITY as soon as possible, but not later than thirty (.0) days alter termination. 0WNERSI1IP 0F D(--)C(iN4E`NTS. The written dOCUnlents and materials prepared b\ the CONSUL.TAN"r in connection with the perlorinance of its duties under this Agreement. shall be the sole property of CITY. CiTY niay use said propert\ ttir any purpose, includin`a projects not contemplated by this Agreement. iNSI'E:C" i ION AND Al_iDIT. Upon reasonable notice. CONSULTANT shall make available to CITY. or its auent. for Re%kcd 1 29 2020 inspection and audit. all documents and materials maintained by CONStit.TANT in connection with its performance of its duties under this Agreement. CONSUt.TANT shall fully cooperate �t-lili C[TY 01' its agent in any such audit or inspection. 9. ASSIGNABILiTY. The parties agree that tilev shall not assign or transfer any interest in this Agreement nor the performance of any of their respective obligations hereunder, without die prior written consent of the other party, and any attempt to so assign this Agreement or any ri_,*hts. duties or obligations arising hereunder shall he void and of no effect. I0. INSURANCE -- A. Scope of Coverage. During the terns of this Agreement. CONSU[JANT shall maintain, at no expense to CITY. the following insurance policies: 1. A commercial general liability insurance policy in the minimum atliount of one million dollars (S 1,000.000) per occurrence/two million dollars ($2.000,000) aggregate, for death. bodily injury. personal injury. or property- damage. ?. An automobile liability (owned. non -owned. and hired vehicles) insur1mce polis} In the nllnlnll1111 anwunt of one million dollars ($1.000,000) dollars per occurrence. if anN licensed professional performs any of the services required to be performed under this Agreement. a professional liability insurtulce polio' Ill the i111lllnll1111 amount of one million dollars (S 1.000.000) per ocCllrrence/two million dollars $2.000.000) aggregate. to coyer am° claims arising out of the C'ONSULTANT's perf0miance of services under this Agreement. Where CONSULTANT is a professional not required to have a professional license. CITY reserves the right to require CONSUL'T'ANT to provide professional liability insurance pursuant to this section. 4. If' it employs am person. CONSULTANT shall maintain worker's compensation insurance. as required by the State of California. with SlattltorV linlitS, and elllpluyer'S hablllt\ InSW'ance with limits of no less than one million dollars ($1.000.000) per accident for bodily in or disease. CONSULTANT's worker's compensation insurance shall he specifically endorsed to waive ani- ri�uht of subro-ation against CiTY. 13. Other Insurance Requirements. The insurance coy eraFae required hf the CONSULTANT in subparagraph A of this section above shall also meet the following requirements: 1. Except for professional liability insurance or worker's compensation insurance, the insurance policies shall he specifically endorsed to include the CI`T'Y, its officers. agents, employees, and volunteers. as additional insureds (t it both onyooing and completed operations) under elle policies. The additional insured coverage under CONSULTANT'S II1Stl1'ai1CC policies Revised 1 29 2020 shall be "primatti and noncontributory" with respect to any Insurance or coverage maintained by CITY and shall not call upon CiTY's insurance or self-insurance coverage for ally contribution. The ..primary and noncontributory" coverage in CONSULTANT'S policies shall he at least as broad as iSO formCG20 01 04 I i. Except for professional insurance. the insurance policies shall include contractual liability and personal injury. liability insurance or worker's compensation in their test or by endorsement. coveraue for 4. liy execution of this Agreement. CONSULTANT herebN? grants to CITY a waiver of any right to subrogation which any insurer of CONSULTANT may acquire against CITY b\ virtue of the payment of any loss ander such insurance. CONSULTANT ayarces it) obtain anv endorsement that nlay he necessary to effect this waiver ofsubrouation. but this provision applies regardless of \whether or not CITY has received a waiver of subro�ation endorsement from the. insurer. 4 5. 1 fthe insurance is written on a Claims Made Dorm. then. following termination of this ureenlent. said insurance coverage shall survive 16r a period of not less thaul five years. G. 'The insurance policies shall provide fin- a retroactive date of placement coinciding with the effective date of this Agreement. 7. The linlits of insurance required in this Agreement 111av be satisfied by a combination of' primary and umbrella or excess insurance. Any umbrella or excess insurance shall contain or he endorsed to contain a provision that tittell coverage shall also apply on a primary and noncontributory basis for the benefit ofCiTY (if agreed to in a written contract or a`lreenlent) hetore CITY'S own insurance or self-insurance shall be called upon to protect it as a named insured. 4. it shall he a requirement under this ureenlent that any available insurance proceeds broader than or in excess ofthe specified nlininrturt insurance coverage requirements and/or limits shall he available to CITY or any other additional insured party. I=urthennore. the requirenlents fir coverage and hnllts shall he: (1) the R11nn111t1t11 co\era`ae and limits specified In this Agreement: or (2) the broader coverage and nlaxlnitltll limits ole awera0C of any insurance policy or proceeds available to the named insured: \whichever is greater. No representation is made that the mintnrtull insurance requirelllents of this a`areement are sufficient to cover the obligations of the CONSULTANT under this agreement. C. Deductibles and SIR'S. :any deductibles or self-insured retentions in CONS UL;i'ANT's insurance policies nulst he declared to and approved by the PROJEC'i !%IANA(:iER and City Attornev and shall not reduce the limits of liability". Policies containinu, am self-insured retention (SIR) provision shall provide or he endorsed to provide that the SIR nut\ he satisfied by either the named insured or CITY or other additional insured party. :fit CiTY's option. the deductibles or sell=insured retentions with respect to CITY shall he reduced or eliminated to C'ITY's satisfaction, or CONSULTANT shall procure a bond guaranteeing payment of losses and related investigations. claims administration. attorney's lees and defense expenses. ko-ked 1.29 2020 U. Proof of Insurance. CONSULTANT shall provide to the PROR C I MANAGER or CITY'S City Attorney all of the following: (1) Certificates of lnsurance evidencing the insurance coverage required ill this Agreement: (2) a copy of the policy declaration page andior endorsement page listing all policy endorsements for the commercial general liability policy, and (.i) excerpts of police language or specific endorsements evidencing the other insurance re(Iuirements set firth in this Agreenlent. CiTY reserves the right to obtain a full certified copy of any insurance policy and endorsements from CONSULTANT. Failure to exercise this ri<oht shall not constitute a waiver of the right to exercise it later. The insurance shall be approved as to form and sufffiicieney by PRO.II?C'T MANAGER and the City Attorney. IL INDEMNIFICATION. A. Except cis otherwise provided in Paragraph B., CONSULTANT shall, to the fullest extent permitted by Iaxv. indemnify, release, defend "ith counsel approved by Ci1111'. and hold harmless CI'T'Y. its officers. agents. employees and Volunteers (collectixel}. the "(ite 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 CONSULTANT'S performance of its obligations or conduct of its operations under this Agreement. -fhe ('ONS[il,]'AN'l"s obligations apply regardless of whether or not a liability is caused or contributed to by the active or passive neuligence of the City indemnitees. i lowevcr. to the extent that liability is caused by the active negliaence or xyillful misconduct of the City Indemnitees, the CONSULTANT's indemnification oblioation shall he reduced in proportion to the Cih, Indemnitees' share of liahilit\ li)r the active negligence or willful misconduct. In addition. the acceptance or approval of the CONSI1LTANT's Work or work product by the CiTY or any of its directors. officers or employees shall not relieve or reduce the C'ONSULTANT'S indemnification obligations. in the event the Cit° indemnitees are made a party to any action. lax\suit, or other adversarial proceeding arisin�� tiom CONSUL'TANT'S pert�irmancc of or operations under this :agreement. CONSUL. TANT shall provide a defense to the Cih• indemnitees or at CITY'S option reimburse the Citi• Indemnitees their costs of defense, includ►nL, reasonable attorneys' fees. incurred in defense ofsuch claims. 13. Where the services to he provided by CONSULTANT under this Agreement are design protessional services to he performed bti a design professional as that term is defined under Civil Code Section 2782.5. then. to the extent permitted bV law including without limitation, Civil Cade sections 2782, 2782.6 and 2782.8. CONSULTANT shall indenlnit'v and hold harmless the CITY and its officers, officials, and employees (collectively City Indemnitees) from and against da►llages. liabilities or costs (including incidental damaues. Court costs, reasonable attornev's lees as may he determined by the Court, litigation expenses and fees of expert Witnesses incurred in connection therewith and costs of investigation) to the extent the%: are caused by the ne-Huence, recklessness. or willful misconduct of CONSUI..TANi'. or any sub(xmsultants. or Subcontractor or anyone directly or indirectly employed by them, or anyone tar whom tile\, are legally liable (collectively Liabilities). Such obligation to hold harmless and iildenlnifj, an)' indemnity Shall not apple w the extent that such Liabilities are caused in part by the negligence or willful misconduct of such C'itN Indemnitee. Revised 1 29•20_111 C. t he defense and indemnification obligations of this Agreement are undertaken in addition to, and shall not in any way he limited by, the insurance obligations contained in this :agreement. and shall survive the termination or completion ol'this Agreement for the full period of time allowed bN law. I �. NONDISCRIMINATION. CONSULTANT shall not discriminate, in any way. against any person on the basis ul'aoe. seg. race, color, reli�.;ion. ancestn% national origin or disahilit) in connection with or related to the performance of its duties and ohligations under this Agreement. 13. COMPLIANCE WITH ALL LAWS. CONSULTANT shall observe and comply with all applicable federal, state and local laws. ordinances. codes and regulations. in the performance of its duties and obligations Linder this Agreement. CONSULTANT shall perform all services Under this Agrecinent in accordance \\ith these laws. ordinances, codes and regulations. CONSULTANT' shall rebase, defend, indemnity and hold harmless CITU. its officers. agents and employees from anv and all damages. liabilities, Penalties. lines and all other consequences from any noncompliance or violation of anw laws. ordinances, codes or rel-11.1latiorls. 14. NO FI-TIRD PAR'T'Y BENEFICIARIES. CITY and CONSULTANT do not intend, b\ an) provision of this :agreement. to create in any third part\. any benefit or right owed h) one pal t), under the terills and conditions of this Agreement. to the other panty. 15. NO (ICES. All notices and other communications required or permitted to be "iven under this Agreement. including anv notice of change of address. shall he in writing and. liven b\° personal deliver-, or deposited with the United States Postal Service. postage prepaid, addressed to the parties intended to be notified. Notice shall be deemed given as ol'the date of personal delivery, or if mailed, upon the date ot'deposit with the United States Postal Service. Notice shall be given -' ti)llo\vs: TO CITY: Cory Bvtof Sustainability Program !-lanager Citw of San Rathel 1400 Fifth Avenue. San Rafael. CA 94015-1560 I O C'ONTRAC'TOR: Kas Neteler Principal Gi�(antic Idea Studio. Ire. W 2°d Street. Suite 1-30 Oakland. CA 94607 Revised 1 '29 2020 lc. INDEPENDENT CONTRAcroR For the purposes, and for the duration, of this Agreement. CONSULTANT. its officers. agents and employees shall act in the capacity of an Independent Contractor, and not as employees of the CITY. CONSULTANT and CITY expressly intend aIld agree that the status of CONSULTANT, its officers. agents and employees be that of an Independent Contractor and not that Of an employee of CITY. 17. EN"TIRE AGRFEiy1EN'[' -- ANIENDtiII:NI'S. A. Hie terms and conditions of this Agreement. all exhibits attached. and all documents expressly incorporated by reference. represent the entire Agreement Ol'the parties with respect to tile subject matter of this AgreeIllent. B. This written Agreement shall supersede an} and all prior a�ureements. oral or \\ritten. regarding the subject platter between the CONSULTANT and the CITI . C. No other aureenlent, 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 Aureenlcnt. D. The terms and conditions of this Agreement shall not be altered or modified except by a written amendment to this A`._'reelllent signed by the CONSULTANT and the CITY. F. If any conflicts arise between the terms aIld conditions of this Agreement. and the terllls and conditions elf the attached exhibits of elle dOCLnllellls expressl\' Incorporated by reference. the tennis and conditions Of this Agreement shall control. 18. SET-OFF AGAINST DEIVI'S. CONSULTANT agrees that CITY nlav deduct from any payment due to CONSULTANT under this Agreement. ally monies which CONSULTANT owes CITY under anti ordinance. agreement. contract or resolution fin' any unpaid taxes. fees. licenses. assessments. unpaid checks or either amounts. 19. \VAIVE:RS. 1 Ile \VAI\'er by either party of any breach or violation of anv term. covenant or condition of this Aureement. or of any ordinance. law or rel-11.1lation. shall not be deemed to be a \\aiyer of am Other term, covenant, condition, ordinance. law or regulat1011. Or Of any subsequent breach or violation of the same or other term. covenant. condition. Ordinance, law or re�lulation. 1 he subseeluent acceptance by either party of ally fee, performance. or other consideration which ma\ beconle due or owing Under this Agreement, stealI not be deemed to be a waiver of any precedln" breach or violation by the other party ofam, term, condition. covenant Of this Aureelllent or any applicable Lm. ordinance Revises! 1/217 201-0 or regulation. 20. COSTS AND ATTORNEY'S FEES. The prevailing party In any action brouuht to enforce the ternls and conditions of this Agreement, or ansino out of the performance of this Agreement, may recover its reasonable costs tr (including claims administration) and attorney's fees expended in connection with such action. 21. CITY BUSINESS LICENSE / OTHER TAXES. CONSULTANT shall obtain and maintain during the duration of this Agreement. a CITY business license as required by the San Rafael Municipal Code CONSULTANT shall pax ally and all state and federal taxes and any other applicable taxes. CITY shall not he required to pad Or am• work performed under this Agreement, until CONSULTANT has provided CITY with a completed Internal Revenue Service Forn1 W-9 (Request forTaxpayer Identification N1.1111berand Certification). SURVIVAL UI= Any terms of this Agreement that by their Mature extend beyond the term (or tennination) cif this Agreement shall remain in effect until fulfilled and shall apply to birth Parties' respective successors and assiLns. 23. I)I)I.IC*ABLE LAW. The Imes of'the State ol'California shall govern this Aurcement. 24. COUNTL R 'ARTS AND ELECTRONIC SIGNATURE. This Agreement nla\ he executed by electronic siunattu•e and in an} number of awnterparts. each o1, which shall he deemed an original, but all of, which together shall constitlne 011e dl)l'1I111ellt. Counterpart sil-Mature pn4ses nlay he delivered b\ telecopier. email or other means of electronic transmission. IN WITNESS NVIILREOF. the parties have executed this Agreement as ofthe da\, month and year first above written. ('CTX OF SAN RAFAEL ,flit S(.'I-Il1"17.. CiIN N 1111eer Revised 1 29 2020 CONSULTANT 'r Name. lir ;k/' S %✓ ��LFf'� Title: _�ejc-y :�G,_�� A"ITEST: X. NX4,v�*,Arj. Z. LINDSAY LARA. City Clerk APPROVED AS I O IORM: Pr L— ROBE- RT I`. EPS'TEIN. C tv :1ttt�n"�eN Ke%i ed P29,2020 IIf CONST ITANi' is a coq)or tion, add signature of second corporate oftieerl Name: LiS6,t- Du b!& Title:_ Plw C Cojit�_ _ GIGANTIC IDEA STUDIO OUTREACH with IMPACT SCOPE OF WORK 5 May 2020 TC Cory Bytof, City of San Rafael FROM: Kas Neteler, Gigantic Idea Studio, Inc. PROJECT: San Rafael Illegal Dumping Mitigation Pilot Project The San Rafael Illegal Dumping Mitigation Pilot Project involves three tasks (below) with budget, timeframe and brief description. Project assumes no more than three rounds of proofs per task. Any additional labor hours to be billed at rate of $130/hour. Printing expense subject to change. Client is responsible for providing Spanish translation services for Task 1 and 2. English only for Task 3. Total Budget $22,860 Task 1 Bulky Waste Drop Off Event $3,370 Labor: $1,560 (12 hours @ $130/hr); Expense: Printing/Mail prep/Postage: $1,810 May - June 2020 • Create Summer 2020 Bulky Waste drop-off postcard. • Print 2,500, 5.5" x 8.5" postcards using 100# Recycled Uncoated Cover stock. • Mail and print 2,400 of the postcards at presort standard rate. • Client to provide Spanish translation. Client to supply mailing list, which will be CASS-certified to standardize mailing addresses and run through NCOA (National Change ofAddress) to ensure address is mailable. The "scrubbed" list can be returned to the client if requested. Task 2 Residential Voucher $18,400 Labor: $5,200 (40 hours @ $130/hr) Expense: Printing/Mail prep/Postage per printing $4,400, total for 3 printings: $13,200 May -July 2020 San Rafael Illegal Dumping Mitigation Pilot Project May 2, 2020 Page 2 • Strategize creation of residential voucher program with project partners. • Create content and design voucher. • Print 3,500 8.5" x 11" vouchers using 100# Recycled Uncoated Cover stock; repeat printing up to twice more (three total). • Mail 3,400 vouchers at the presort standard rate; repeat mailing up to twice more (three total). • Client to provide Spanish translation First print run/mail drop is scheduled for late May. Second print run/mail drop is scheduled for late June. Third potential print run/mail drop is scheduled for late July. Client to supply mailing list, which will be CASS-certified to standardize mailing addresses and run through NCOA (National Change ofAddress) to ensure address is mailable. The "scrubbed" list can be returned to the client if requested. Task 3 Commercial Coupon $1,090 Labor: $1,000 (7.75 hours @ $130/hr) Expense: Printing/Shipping to client. $90 May June 2020 • Create content and design voucher. • Print 50 5.5" x 8.5" card using 100# Cover stock. • English only version. • Ship via USPS Priority Mail 50 coupons to client office in San Rafael. 580 3'D STREET, SUITE 330. OAKLAND, CA 91607 tel 510-151-5500 www.glgantic-Iclea.coill X4 RAFq�! A i 2 0 �y 'rrWITH Pef 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: City Manager Project Manager: Cory Bytof Extension: 3407 Contractor Name: Gigantic Idea Studio, Inc. Contractor's Contact: Kas Neteler Contact's Email: kas@gigantic-idea.com ❑ FPPC: Check if Contractor/Consultant must file Form 700 Step RESPONSIBLE DESCRIPTION COMPLETED REVIEWER DEPARTMENT DATE Check/Initial Click {sere to 1 Project Manager a. Email PINS Introductory Notice to Contractor El enter a date. b. Email contract (in Word) & attachments to City Atty c/o Laraine.Gittens@cityofsanrafael.org ❑X CB 2 City Attorney a. Review, revise, and comment on draft agreement 5/12/2020 X LG and return to Project Manager ❑X LG b. Confirm insurance requirements, create Job on PINS, send PINS insurance notice to contractor 3 Project Manager Forward three (3) originals of final agreement to 3/29/2019 ❑X Project Manager contractor for their signature ❑X N/A CB 4 When necessary, * contractor -signed agreement agendized for Council approval *PSA > $20,000; or Purchase > $35,000; or Or ❑ Public Works Contract > $125,000 Date of Council approval Click here to enter a date. PRINT CONTINUE ROUTING PROCESS WITH HARD COPY 5 Project Manager Forward signed original agreements to City Attorney with printed copy of this routing_ form 6 City Attorney Review and approve hard copy of signed t�-//5-20a 6 L4, City Attorney agreement Review and approve insurance in PINS, and bonds 7 City Manager/ Mayor City Clerk (for Public Works Contracts) 8 Agreement executed by Council authorized official 9 Attest signatures, retains original agreement and forwards copies to Project Manager "d