HomeMy WebLinkAboutPW Third Street Rehab Project City Communications CampaignAGREEMENT FOR PROFESSIONAL SERVICES
FOR CITY COMMUNICATIONS AND PUBLIC AFFAIRS CAMPAIGN FOR THE
THIRD STREET REHABILITATION PROJECT
This Agreement is made and entered into this A day of AtW 20A?by
and between the CITY OF SAN RAFAEL (hereinafter "CITY"), and JOSHLA TOWNSEND doing
business as Strategic 32, an individual/sole proprietor authorized to do business in California
(hereinafter "CONSULTANT").
RECITALS
WHEREAS, the CITY requires professional communications services and community
engagement strategy for the CITY's Third Street Rehabilitation Project (City Project No. 11315); and
WHEREAS, the CONSULTANT has agreed to render such services.
AGREEMENT
NOW, THEREFORE, the parties hereby agree as follows:
1. PROJECT COORDINATION.
A. CITY'S Project Manager. April Miller 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. CONSULTANT'S Project Director. CONSULTANT shall assign a single
PROJECT DIRECTOR to have overall responsibility for the progress and execution of this
Agreement for CONSULTANT. Joshua Townsend is hereby designated as the PROJECT
DIRECTOR for CONSULTANT. Should circumstances or conditions subsequent to the execution
of this Agreement require a substitute PROJECT DIRECTOR, for any reason, the CONSULTANT
shall notify the CITY within ten (10) business days of the substitution.
2. DUTIES OF CONSULTANT.
CONSULTANT shall perform the duties and/or provide services as outlined in
CONSULTANT's proposal, dated April 14, 2022, marked as Exhibit A, attached hereto and
incorporated herein.
3. DUTIES OF CITY.
CITY shall pay the compensation as provided in Paragraph 4, and perform the duties as
follows outlined in Exhibit A.
4. COMPENSATION.
For the full performance of the services described herein by CONSULTANT, CITY shall
pay CONSULTANT on a monthly retainer basis for services rendered in accordance with the rates
shown in Exhibit A, for a total not -to -exceed $3,250 per month for a total not to exceed $58,500.
Payment will be made monthly upon receipt by PROJECT MANAGER of itemized invoices
submitted by CONSULTANT.
5. TERM OF AGREEMENT.
The term of this Agreement shall be for 18 months commencing upon date of execution of
this agreement. 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 parry 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 parry, and the notified party's failure to cure
or correct the cause of the termination, to the reasonable satisfaction of the parry giving such notice,
within such fifteen (15) day time period.
C. Effect of Termination. Upon receipt of notice of termination, neither parry 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 CONSULTANT'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 CONSULTANT 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.
INSPECTION AND AUDIT.
Upon reasonable notice, CONSULTANT shall make available to CITY, or its agent, for
inspection and audit, all documents and materials maintained by CONSULTANT in connection with
its performance of its duties under this Agreement. CONSULTANT shall fully cooperate with CITY
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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 parry, 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. Except as otherwise provided in Paragraph B., CONSULTANT 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 CONSULTANT'S performance of its
obligations or conduct of its operations under this Agreement. The CONSULTANT'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 CONSULTANT'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
CONSULTANT's work or work product by the CITY or any of its directors, officers or
employees shall not relieve or reduce the CONSULTANT's indemnification obligations. In the
event the City Indemnitees are made a party to any action, lawsuit, or other adversarial proceeding
arising from CONSULTANT'S performance of or operations under this Agreement,
CONSULTANT 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.
CONSULTANT 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.
CONSULTANT shall observe and comply with all applicable federal, state and local laws,
Revised 1/29/2020
ordinances, codes and regulations, in the performance of its duties and obligations under this
Agreement. CONSULTANT shall perform all services under this Agreement in accordance with
these laws, ordinances, codes and regulations. CONSULTANT 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 CONSULTANT do not intend, by any provision of this Agreement, to create in
any third party, any benefit or right owed by one parry, 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: April Miller
City of San Rafael
111 Morphew Street
San Rafael, CA 94901
TO CONSULTANT's Project Director: Joshua Townsend
Strategic 32
595 Tanbark Terrace
San Rafael, CA 94903
15. INDEPENDENT CONTRACTOR.
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 and 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.
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 CONSULTANT and the CITY.
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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 CONSULTANT 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.
CONSULTANT agrees that CITY may deduct from any payment due to CONSULTANT
under this Agreement, any monies which CONSULTANT 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. 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 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 CONSULTANT has provided CITY with a completed
Internal Revenue Service Form W-9 (Request for Taxpayer Identification Number and Certification).
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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 by electronic signature and 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
SC TZ, City an er
I .M1t .
LINDSAY LARA, City Clerk
APPROVED AS TO FORM:
'L a
ROBERT F. EPSTEIN, C4 Attorney
Revised 1/29/2020
CONSULTANT
By: `
Name: �;:�'►U=� �0°..�3�St�.
Title: Cs -J v"NtV
[If CONSULTANT is a corporation, add signature of
second corporate officer]
Name:
Title:
Exhibit A
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April 14, 2022
Jim Schutz
San Rafael City Manager
1400 Fifth Ave.
San Rafael, CA 94901
P: (415) 910-0464
E: JTgwnsend@325trate4ic.c4rn
W: 325trategic. com
Scope of Work- 3rd Street Restoration/City Communications and Public Affairs Campaign
Dear Mr. Schutz,
This scope of work provides the City of San Rafael community engagement strategy for their 3rd Street
restoration project. Strategic 32 will help create messaging and provide outreach support around the
City's rehabilitation and infrastructure project so the community is thoroughly informed. Strategic 32
will also use its relationships with various 3rd party organization to create robust external messaging
using various means of communication that will reach that maximum number of community members.
It is the intent of Strategic 32 to provide robust communication to enhance trust throughout the
community by being transparent and forthcoming.
PROJECT HISTORY
Third Street is a critical component of San Rafael's transportation network. It serves tens of thousands of
residents on a daily basis as they travel to work, school, recreation, and retail destinations. The City of San
Rafael received an allocation from the Transportation Authority of Marin (TAM) through the Measure A
program to rehabilitate Third Street. Third Street is not only important to San Rafael but serves regional
need linking Highway 101 and West Marin communities. The City has begun an extensive 18 -month project
to modernize safety, infrastructure, and traffic of this vital thoroughfare. While this work will be an
inconvenience for the short term, this necessary rehabilitation will dramatically improve the quality of life
for the community when completed.
Community outreach plays a key role in the project's success. It is the intent of the City to ensure the
community, its neighbors and business are well informed of the project impacts. The project will need a
well-designed communication and outreach plan that will accomplish these goals.
PROCEDURE
Strategic 32 will be responsible for providing strategy and direction for the following two items:
1. Third Street Rehabilitation project is funded through TAM Measure A funds and Local Partnership
Program through the State. The limits of the Rehabilitation Project are from Lindaro Street to just east
of the Fourth Street intersection.
Making Public Affairs Personal
2. Third Street Safety project is federally funded through Highway Safety Improvement Program (HSIP),
locally through TAM Measure A, and state funded through Road Maintenance and Rehabilitation
Program State Bill 1 (SB 1).
STRATEGY
The following objectives will be met:
Create strategy, communications, and messaging for the 3rd Street restoration efforts of the
City of San Rafael
Create overarching communication goals, strategy and tactics to keep the community
informed and educated in regard to the project
• Creation of collateral materials and mailers to inform the public
• Utilize positive relationship with local organizations to distribute messaging and content that
the is a priority for the City
G Work with Public Works to ensure internal City personal is coordinated and well informed in
regard to the status of the project.
a Participate in door-to-door outreach and information distribution
PROJECT COSTS
Project costs for this work will be charged on a monthly retainer rate of $3250.00 for a period of 18
months. The client will have the option of canceling the work on a month-to-month basis. Materials,
meals and mileage will be charged only if approved by the client. Upon conclusion of the 18 -month
period, or if there is a shift in workload, the scope of work may be revaluated with new contract terms
if decided upon by both parties.
Strategic 32 is owned and operated within San Rafael and brings a unique blend of public affairs,
communications, and government relations to find success. We are proud to represent our clients in a
collaborative and transparent manner that embeds them within the community and creates grassroot
support.
Thank you for the opportunity to provide this scope of work for this important project. Please feel free
to call me directly at 415-910-0464 with questions or for more information.
Sincerely,
Joshua Townsend
Strategic 32
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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: Public Works
Project Manager: Iman Kayani for AM Extension: 3352
Contractor Name: Strategic 32
Contractor's Contact: Joshua Townsend Contact's Email: JTownsend@32Strategic.com
❑ FPPC: Check if Contractor/Consultant must file Form 700
Step
RESPONSIBLE
DESCRIPTION
COMPLETED
REVIEWER
DEPARTMENT
DATE
Check/Initial
1
Project Manager
a. Email PINS Introductory Notice to Contractor
Click here to
❑
enter a date.
b. Email contract (in Word) and attachments to City
4/21/2022
City Attorney
Attorney c/o Laraine.Gittens@cityofsanrafael.org
❑X IKK
2
a. Review, revise, and comment on draft agreement
5/4/2022
❑X LG
and return to Project Manager
5/4/2022
0 LG
b. Confirm insurance requirements, create Job on
(N/A)
PINS, send PINS insurance notice to contractor
Approval of final agreement form to send to
❑X BG
3
Department Director
5/4/2022
contractor
4
Project Manager
Forward three (3) originals of final agreement to
5/4/2022
❑X IKK
contractor for their signature
5
Project Manager
When necessary, contractor -signed agreement
❑X N/A
agendized for City Council approval *
*City Council approval required for Professional Services
OIKK
Agreements and purchases of goods and services that exceed
Or
$75,000; and for Public Works Contracts that exceed $175,000
Click here to
Date of City Council approval
enter a date.
PRINT
CONTINUE ROUTING PROCESS WITH HARD COPY
6
Project Manager
Forward signed original agreements to City
5/17/2022
IKK
Attorney with printed copy of this routing form
7
City Attorney
Review and approve hard copy of signed
agreement
8
City Attorney
Review and approve insurance in PINS, and bonds
%9Z2
t41W(for
Public Works Contracts)
9
City Manager/ Mayor
Agreement executed by City Council authorized
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J L
KV1
official
10
City Clerk
Attest signatures, retains original agreement and
forwards copies to Project Manager
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