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HomeMy WebLinkAboutCC Resolution 11702 (Revenue Enhancement)RESOLUTION NO. 11702 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SAN RAFAEL APPROVING AND AUTHORIZING THE CITY MANAGER TO EXECUTE AN AGREEMENT WITH TRAMUTOLA PUBLIC MOBILIZATION, REVENUE CONSULTANTS WHEREAS, over the past few months, the City Management Team has discussed with the Council the City's severe financial crisis and the possible remedies to that crisis, one of which involves revenue enhancement; and WHEREAS, in the course of these discussions, it has become evident that in order to realistically explore the possibility of revenue enhancement, the services of an experienced, successful and qualified consultant were necessary; and WHEREAS, Tramutola Public Mobilization, Revenue Consultants possesses the training and experience to provide these specialized consultant services to the City and is willing and able to do so; and WHEREAS, within my granted monetary authority, I initially retained Tramutola Public Mobilization, Revenue Consultants to provide these consultant services, but it has now become apparent that Tramutola's services over the next several months will exceed my authority; and WHEREAS, to continue the services of Tramutola Public Mobilization, Revenue Consultants, the Council must ratify and approve this agreement. NOW, THEREFORE, BE IT RESOLVED, that the City Council of the City of San Rafael hereby approves and authorizes the City Manager to execute an Agreement for consultant services with Tramultola Public Mobilization, Revenue Consultants in a form to be approved by the City Attorney and in an amount not to exceed $50,000. 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 San Rafael City Council held on the 7`h day of February, 2005, by the following vote to wit: AYES: Councilmembers: Cohen, Heller, Miller, Phillips & Mayor Boro NOES: Councilmembers: None ABSENT: Councilmembers: None JEALEONCINI, City Clerk T -t\-A M U T 0LA PUBLIC MOBILIZATION STRATEGIES AGREEMENT FOR PUBLIC INFORMATION SERVICES THIS AGREEMENT FOR PUBLIC INFORMATION SERVICES ("Agreement") is effective as of the below Effective Date (as defined below) by and between TRAMUTOLA LLC ("Consultant") and The City of San Rafael, 1400 Fifth Avenue, San Rafael, CA 94915-1560 ("Client"). Basic Terms Consultant shall, as an independent contractor, provide the services set forth below during the Term (as defined in the attached Terms and Conditions) pursuant to the terms and conditions set forth in this Agreement. 1. Services to be Performed. Consultant shall, as an independent contractor, with consultation from Client and for the direct benefit of Client, perform the following services towards building community awareness of the needs of the City of San Rafael and towards preparing the City for a successful tax election on the November 8t' ballot: a) Evaluate Client's present financial situation and make recommendations for additional funding sources; b) Assist in developing and interpreting a poll; c) Work with Client's legal counsel and financial advisors to determine appropriate revenue enhancements; d) Assist Client with building public awareness of Client's needs by designing and implementing a public information program including, if necessary, obtaining public input; e) Coordinate the activities (if needed) of Client's demographic consultant, public research consultant, financial advisors, and personnel; f) Provide written recommendation(s) to Client (if needed) on financing /electoral options including, without limitation, tax rates, amount of parcel tax, parcel tax term, election dates, and ballot language. Compensation: $6,500.00 (Six Thousand, Five Hundred Dollars) per month. Compensation shall become due on the fifteenth business day of each month during the term, commencing February 15, 2005. 191 Ridgeway Avenue Oakland, California 94611 rti: 5101655-7003 FX: 510165S-7302 S<� — This Public Information Services Agreement, including the attached Terms and Conditions collectively, constitute the "Agreement" as that term is used herein. This Agreement is hereby executed by duly authorized representatives of Consultant and Client as of the Effective Date. THE CITY OF .SAbRAFAEL,14PO Fifth ly nue, San Rafael, CA 94915-1560 By: ✓ �?�' a Name: Rod Gould Title: Citv Manaeer Attest: A�-�-�..-�. JeaWie M. Leoncini, City Clerk TRAMUTOLA, LLC, 191 Ridgeway Avenue, Oakland, CA 94611 Larry Trarrjutola, Managing Member I� ark Guinan �- Assistant City Attorney 2 Terms and Conditions 1. Client's Obligations. At all times while Consultant is providing the Services (as defined in the Basic Terms) ("Services') or otherwise assisting Client, Client shall promptly provide Consultant with access to the facilities, personnel and other resources reasonably necessary for Consultant to provide the Services. 2. Compensation. As compensation for the Services, Client shall pay to Consultant the Compensation set forth in the Basic Terms (the "Compensation"). 3. Consultant's Expenses. Client shall 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. These expenses shall be charged by Consultant and Consultant shall be reimbursed by Client within thirty (30) days following presentation of Consultant's invoice or statement. 4. Vendor Costs and Pavments. Subject to prior approval of Client, Consultant is authorized to enter into third party contracts on behalf of Client for Client's public information efforts. Payment of vendor for all good, services, and costs shall be Client's sole responsibility, and shall be in addition to the Compensation or any other fees for the Services. Such third party contracts include, without limitation, contracts for printing, graphic art work, demographic data, opinion research, mailing services, and postage. 5. LIMITED WARRANTY: LIMITATION ON LIABILITY. CONSULTANT WARRANTS THAT IT SHALL COMPLY WITH THE APPLICABLE STANDARD OF PROFESSIONAL CARE IN THE PERFORMANCE OF THE SERVICES. CONSULTANT MAKES NO WARRANTY, EXPRESS OR IMPLIED, CONCERNING THE RESULTS OF THE SERVICES. THE FOREGOING WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, AND, TO THE FULL EXTENT PERMITTED BY LAW, ALL IMPLIED WARRANTIES ARE HEREBY EXCLUDED. CONSULTANT'S SOLE AND MAXIMUM LIABILITY FOR A BREACH OF THIS AGREEMENT, INCLUDING ANY WARRANTY, SHALL BE A REFUND OF THE COMPENSATION ACTUALLY PAID TO CONSULTANT UNDER THIS AGREEMENT. IN NO EVENT SHALL CONSULTANT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, EXEMPLARY OR ANY OTHER TYPE OF DAMAGES ARISING OT TT OF OR RELATED TO THE SERVICES OR THIS AGREEMENT. SUCH LIMITATION APPLIES REGARDLESS OF WHETHER SUCH DAMAGES ARE CAUSED BY BREACH OF CONTRACT, WILLFUL MISCONDUCT, NEGLIGENT ACT OR OMISSION, OR OTHER WRONGFUL ACT OR OMISSION. 6. Indemnification. (a) Each party agrees to indemnify, defend and save harmless 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") agrees to 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 Client are at fault, indemnification shall be proportionate to their respective shares of fault. In the event neither party is at fault, each party shall bear responsibility for its own losses, expenses and liabilities. 3 7. Term; Termination. (a) Unless terminated earlier as provided herein, this Agreement shall commence on the Effective Date and shall continue through and including six (6) months (the "Initial Term") and shall continue thereafter for renewing one (1) month periods (each a "Renewal Term") on the same terms and conditions in effect as of the time of such renewal. The Initial Term and all Renewal Terms shall be collectively referred to hereinas the "Term". Either party may terminate this Agreement by providing the other party with written notice a minimum of thirty (30) days prior to the start of any Renewal Term. (b) During the Initial Term, Client may terminate this contract without cause by sending a full sixty (60) days prior written notice to Consultant. During any Renewal Terms, Client may terminate this contract without cause by sending a full thirty (30) days written notice to Consultant. (c) Failure by Client to make timely payments of the Compensation, vendor costs, or other expenses arising from performance of this Agreement by Consultant shall entitle Consultant to immediately terminate or suspend performance of this Agreement by sending written notice of termination to Client. In the event of a termination by Consultant, Client shall pay the outstanding balance of all fees due to Consultant provided in this Agreement within ten (10) days of the termination. 8. Ownership of Work Product. All work product of Consultant, including but not limited to print copy, audio or videotapes, slogans, themes, designs, are and shall be the exclusive property of Consultant. Consultant grants Client a limited, non-exclusive, non -transferable, revocable license to use such work product solely in connection with the Services. Subject to Consultant's prior written permission, Client may reuse Consultant's work product only for Client's own benefit. 9. Agreement Is Confidential. Client agrees that Client shall not during, or at any time following termination of Agreement with Consultant, disclose or divulge to other parties, the specific terms of this Agreement, except as required by law. 10. Protection of Confidential Information. Consultant has and will develop, compile, and own certain proprietary techniques and confidential information and data that have great value in its business (such techniques, and information and data are referred to in this Agreement collectively as "Confidential Information"). Confidential Information includes, without limitation, (a) all information that has or could have commercial value or other utility in the business in which Consultant is engaged or in which it contemplates engaging and (b) all information of which the unauthorized disclosure could be detrimental to the interests of Consultant, whether or not such information is identified as Confidential Information by Consultant. Except as required by law, Client shall keep confidential any and all Confidential Information regardless of means of transmission and storage. Failure to mark any of the Confidential Information as confidential or proprietary shall not affect its status as Confidential Information under the terms of this Agreement. Client shall take all reasonable measures to protect the secrecy of and avoid disclosure and unauthorized use of the Confidential Information. Without limiting the foregoing, Client shall take at least those measures that Client takes to protect it own most highly confidential information. Client acknowledges that it is impossible to measure fully, in money, the injury that will be caused in the event of a breach or threatened breach of this provision and Consultant shall be entitled to injunctive relief to enforce the provisions of this Agreement, without prejudice to any other remedy that such party may have at law or in equity. 11. Insurance. Consultant shall obtain and maintain at its sole cost and expense throughout the Term the following insurance coverage: (a) Commercial (Comprehensive General) Liability with minimum limits of $1,000,000.00 for bodily injury and property damage per occurrence and $1,000,000.00 for bodily injury and property damage in the aggregate. (b) Workers' Compensation with minimum limits as required by the Labor Code of the State of California. 2 At Client's request, Consultant shall deliver to Client, certificates evidencing all required policies. All such information regarding insurance coverage shall be deemed to be Confidential Information. 12. Late Charges. Consultant may charge a late fee of 1.5% per month on any payment due under this Agreement and not paid in full on the date due, and on any balance due and unpaid more than thirty (30) days after presentation of any statement or invoice from Consultant. 13. Notice. All notices required or permitted under this Agreement must be in writing and will be deemed given (a) when delivered personally, (b) two (2) days after having been sent by commercial express courier with written verification of receipt, (c) on transmission by facsimile, provided that receipt is confirmed by a report generated by the facsimile machine transmitting such notice, or (d) on the earlier of receipt or seven (7) business days after having been sent by U.S. first class mail, return receipt requested, postage prepaid. The delivery address for any such notice shall be as follows: Consultant: Tramutola, LLC Attn: Larry Tramutola 191 Ridgeway Avenue Oakland, CA 94611 Client: The City of San Rafael 1400 Fifth Avenue San Rafael, CA 94915-1560 14. Survival. All terms and provisions hereof intended to be observed and performed by the parties after the termination hereof, shall survive such expiration or termination and shall continue thereafter in full force and effect, subject to applicable statutes of limitations. Provisions that shall survive include, without limitation, Sections 2, 5, 6, 8 through 19, inclusive. 15. Severabilitv. If a court of competent jurisdiction finds any provision of this Agreement void, illegal, invalid or unenforceable as applied to any person or circumstance, the remainder of this Agreement and the application of such provision to other persons or circumstances shall be interpreted so as best to effect the intent of the parties hereto. The parties further agree to replace any such void, illegal, invalid or unenforceable provision with a valid and enforceable provision that will achieve, to the fullest extent possible, the economic, business, and other purposes of such provision. 16. Assignment Prohibited: Binding Effect: No Third Partv Rights. No party to this Agreement may assign any right or obligation pursuant to this Agreement. Any attempt to assign such rights or obligations shall be null and void. Notwithstanding the prior limitation, this Agreement shall be binding on and inure to the benefit of the parties hereto, their successors and assigns. This Agreement shall not create any rights or benefits to parties other than Client and Consultant. No third party shall have the right to rely on Consultant opinions rendered in connection with the Services without the prior written consent of Consultant. 17. Attornev Fees and Expenses. In the event of any action or proceeding arising from or related to this Agreement, the prevailing party shall be entitled to recover its costs including, without limitation, reasonable attorney fees and expenses. 18. Governing Law; Venue. 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 enforce this Agreement or any other claim arising out of or related to this Agreement, the exclusive venue shall be at the discretion of the party initiating litigation and shall be either Alameda County, California if the Consultant initiates litigation, or San Diego County, California, if the Client initiates litigation. Each party submits to the exclusive jurisdiction of any state or federal court sitting in either Alameda County, or San Diego 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. 5 19. Entire Understandine; Waiver; Modification. This Agreement constitutes the complete and exclusive statement of the agreement among the parties about the described subject matter. It supersedes all prior written and oral statements, including any prior representation or statement. No waiver or indulgence of any failure to keep or perform any promise or condition of this Agreement shall be a waiver of any preceding or succeeding breach of the same or any other promise or condition. No waiver of any right shall be construed as a waiver of any other right. Neither party shall be required to give notice to enforce strict adherence to all terms of this Agreement. No waiver or modification of any of the terms of this Agreement shall be valid unless in writing, signed by the party to be bound. 0 ACORD CERTIFICATE OF LIABILITY INSURANCE DAYE(MWI)D/YYYY) Im 02/18/2005 PRODUCER (503) 227-0491 - FAX (503)227-0927 • THIS CERTIFICATE IS ISSUED AS A MATTER G INFORMATION . Gales Creek Insurance ServiceS, Inc, ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR 800 NW 6th, Suite 335 ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW, Portland, OR 97209 1 OARAGE LIABILITY ANY AUTO EXCESSA WBRELLA LIABILITY ' 7 OCCUR ❑ CLAIMS MADE DEDUCTIBLE RETENTION S WORKERS COMPENSATION AND EMPLOYrMS' LIABILITY ANY PROPRIETORIPARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? If r describe under SPECIAL PROVISIONS below OTHER I (Per accident) INSURERS AFFORDING COVERAGE119690 NAIL N INSURED TRAMUTOLA COMPANY, LLC INSURERA: American Economy 191 RIDGEWAY AVE I'INSURERB: EACH OCCURRENCE OAKLAND, CA 94611 INSURER C: S • S INSURER D: S $ INSURER E: COVERAGES El. EACH ACCIDENTS THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES, AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS, 1� RR 0.I, TYPE OF INSURANCE POLICY NUMBER POLTICE 4"111"A I/YYl DATE (MMWDI Dn nON LIMITS GENERAL LIABILITY 02CD14701730 1/18/2004 11/18/ZOOS EACH OCCURRENCE s 1,000,000 X COMMERCIAL GENERAL LIABILITY UAMAUL TO 146NTl1J PjZEtu11SS (Ea occurence) : 8' zoo -' 000 CLAIMS MADE �( OCCUR MFA (Anyone person) S 10,000 A I PERSONAL & ADV INJURYI S 1,000,00D GENERAL AGGREGATE I I S 2.000 000 GEN'LAGGREGATEUMI APPLIES PER PRODUCTS-COMPIOPAGG I T 2,0001000 POLICY ] JECT F-1 LOC I I AUTOMOBILE LIAMLITY 02CD14701730 11/18/2004 1X/18/2005 { COMBINED swGLeuM1T ANY AUTO I (Ea eeodent) S 1.000,000 ALL OWNED AUTOS BODILY INJURY SCHMULM AUTOS (Per person) S I A X HIRED AUTOS BODILY INJURY S X NON -OWNED AUTOS _ (Peramid!nt) PROPERTY DAMAGE OARAGE LIABILITY ANY AUTO EXCESSA WBRELLA LIABILITY ' 7 OCCUR ❑ CLAIMS MADE DEDUCTIBLE RETENTION S WORKERS COMPENSATION AND EMPLOYrMS' LIABILITY ANY PROPRIETORIPARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? If r describe under SPECIAL PROVISIONS below OTHER I (Per accident) S — — AUTO ONLY- EA ACCIDENT S THAN EAACC S • IOTHER AUTO ONLY: AGO S EACH OCCURRENCE S AGGREGATE S • S I S $ I I LIMITS I YOFY El. EACH ACCIDENTS E.L. DISEASE • EA EMPS G.L. DISEASE • POLICY;S DES�RIPTIDN OF OPERATIONS / LOCATIONS / VEHICLES / EXCLUSIONS ADDED BY ENDORSEMENT /SPECIAL PRO JISIONS 4S RESPECTS ALL OPERATIONS OF THE NAMED INSURED FOR THE POLICY TERM AND LIMITS LISTED 4BOVE. CERTIFXCATE HOLDER IS INCLUDED AS ADDITIONAL INSURED BUT ONLY AS RSPECTS CLAIMS ARISING OUT OF THE NEGLIGENCE OF THE NAMED INSURED. CERTIFICATE HOLDER CITY OF SAN RAFAEL ATTN: 1EANNE M LEONCINI• 1400 FIFTH AVENUE SAN RAFAEL, CA 94915 ACORD 26 (2001108) CANCELLATION SHOULD ANY OF THC ABOVE DESCRIBED POLICIES BE CANCELLED 13EFORE THE EXPIRATION DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO. MAIL 10_ DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO MAIL 9UCH NOTICE SHALL IMPOSE NO OBWGATION OR LIABILITY OF ANY KfND UPON THE INSURER ITS AGENTS OR REPRESENTATIVES. AUTHORIZED REPRESENTATIVE Robert Baker/TEDDIE JA'^' //✓y.� ©ACORD CORPORATION 1988 1001100'd GZ60 LZZ HS 'ON Xd9 SNI ME salvo NJ �0:0o Iad/8I/ddd/SCH