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HomeMy WebLinkAbout1992-10-27 - AGENDA REPORTS - AGMT THAYER KEENER 92 204 (2)CONSENT CALENDAR DATE: October 27, 1992 AGENDA REPORT City Manager Approval 'Item to be presented by: �c .1ANichael K. Havlland SUBJECT: Authorization- for City to Enter Into a Professional Services Agreement with Thayer Keener for Economic Development Marketing Services Resolution No. 92-204 DEPARTMENT: Community Development BACKGROUND: On June 23, 1992, .the City Council adopted the Municipal Budget for the 1992-93 fiscal year, appropriating $94,000 for an economic development marketing program. These funds will be combined with previously approved marketing funds of $79,500 carried over from fiscal year 1991-92. The proposed three year marketing program focuses on name identity, a quality of life brochure, a community profile, and retail, industrial, tourism and film brochures, and an advertising and public relations campaign. This program Is consistent with the objectives outlined in the adopted Three -Year Economic Development Strategy. In response to the City Council's goals, the Community Development Department sent a request for qualifications (RFO) to ten marketing firms able to meet the City's objective.. Of two firms qualified, Thayer Keener, a Glendale -based municipal marketing firm, has been selected by staff to perform these services based on a secondary cost estimate submitted to the City. Submitted references indicate that Thayer Keener Is.qualified to complete marketing tasks in a timely and professional manner. The not -to -exceed cost for preparing the marketing services is $49,000.00. The contract amount does not include printing and material costs. Staff anticipates that these costs would be determined after the specific marketing concept Is developed and a strategy is outlined. The contract agreement between the City and Thayer Keener contains provisions and explanation of the scope of work to be performed, amount and manner of compensation, schedule and time for performance, conflict of interest, indemnity and Insurance, a liquidated damages clause, and has been approved to form by the City Attorney. Additionally, Thayer Keener will also file a Certificate of Insurance with the City Clerk's office as required by the Agreement. Adopt Resolution No. 92-204, authorizing and approving the attached professional services agreement between the City and Thayer Keener Consultants. Direct staff to provide timely progress reports to City Council, and to forth an ad hoc committee to advise economic development staff on marketing campaign development. ATTACHMENTS: (1) Resolution No. 92.204; (2) Professional Services Agreement LMH:MH:DDP cavmrA,gn10127.ddp -Continued To: —1D-92 Agenda Item: RESOLUTION NO. 92-204 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA CLARITA, CALIFORNIA, AUTHORIZING THE CITY TO ENTER INTO A CONTRACT AGREEMENT FOR ECONOMIC DEVELOPMENT MARKETING SERVICES WHEREAS, the City Council of the City of Santa Clarita adopted Resolution No. 92-135 approving the Annual Budget for Fiscal Year 1992-93; and WHEREAS, the City Council of the City of Santa Clarita appropriated $94,000 for an economic development marketing program; and WHEREAS, a Request for qualifications was sent to ten qualified consultants, two (2) proposals were reviewed by City staff, and a consultant was thereafter selected; and WHEREAS, the partnership of Thayer Keener Consultants, and the Department of Community Development have agreed to a not -to -exceed cost of $49.000 (Forty nine Thousand Dollars) for marketing and advertising services, as identified in Exhibit A of the Professional Services Agreement. NOV, THEREFORE, BE IT RESOLVED; that the City Council of the City of Santa Clarita does hereby consent to enter into a contractual agreement with Thayer Keener, for marketing and advertising consultant services for the City of Santa Clarita. PASSED, APPROVED AND ADOPTED this day of 1991 Jill Klajic, Mayor ATTEST: Donna M. Grindey, City Clerk STATE OF 'CALIFORNIA ) COUNTY OF LOS.ANGELES) ss CITY OF SANTA CLARITA) I, Donna M. Grindey, DO HEREBY CERTIFY that the above and foregoing Resolution was duly adopted by the City Council of the City of Santa' Clarita at a regular meeting thereof, held on the day of , 1992 by the following vote of Council: AYES: COUNCILMEMBERS: NOES: COUNCILMEMBERS: ABSENT: COUNCILMEMBERS: Donna M. Grindey, City Clerk PROFESSIONAL SERVICES AGREEMENT THIS AGREEMENT IS MADE BETWEEN THE CITY OF SANTA CLARITA, A MUNICIPAL CORPORATION, (HEREAFTER THE "CITY") AND THAYER KEENER, A CALIFORNIA PARTNERSHIP (HEREAFTER THE "CONSULTANT"): THE PARTIES HERETO AGREE AS FOLLOWS: 1. Recitals. This Agreement is based upon the following facts: (a) City desires professional assistance, in performance of Graphic Marketing Materials (the "Project") more particularly described in Exhibit A, attached and incorporated herein by reference; (b) Consultant has been selected to perform the Project, being fully qualified and having agreed to do so subject to the terms and conditions of this Agreement; and (c) City's legislative body has determined that the public interest, convenience and necessity require the execution of this Agreement. 2. Services. Consultant agrees to perform all services described in Exhibit A. Consultant shall meet and consult with representatives of City at all stages during the.conduct of the work required pursuant to this Agreement to assure that the City's designated representative is fully and completely informed as to the nature and extent of the work being performed by Consultant and as to the status and quality of such work. 3. Compensation. City shall compensate Consultant for its services based upon the costs set forth in Exhibit A and incorporated here by reference. The total cost of this contract shall not exceed Forty nine Thousand .dollars ($49,000.00), which represents the total compensation to be paid to Consultant by City (the "Project Fee") for all work to be done by Consultant pursuant hereto and includes all allowable costs. Such .costs shall be reimbursed only if approved by City as to nature, type and amount. The Project Fee shall include the costs of duplication for all reports and documents described. in Exhibit A. Upon authorization to proceed with this project, the City shall make an initial payment of fifteen percent (15X) of the Project Fee ($7,350.00) to the Consultant. Upon receipt of Consultant invoices submitted as work progresses, the City shall make payments based on percentage of work complete, as mutually agreed upon by the City and the Consultant, and in accordance with the work phases identified in Exhibit A. The project phase invoices shall include a breakdown of phase and tasks being billed for, and shall identify work performed by authorized project staff. The City shall withhold Ten Percent (10X) of each progress payment, including the initial payment. The City shall pay the Consultant the 10X withheld within thirty (30) days of the Consultant's completion of the project services. - 1 - Within fifteen (15) days after receipt of a project phase invoice, City shall either approve such invoice or return it to the Consultant specifying any objections. Invoices shall be paid within sixty (60) days after approval, as set forth in the attached Demand Warrant Register Schedule. (Attachment A.) Upon submission of Consultant's final work products under this agreement, in a scope, nature, and form satisfactory to the City, all final monies shallbe paid to the Consultant. 4. Time for Performance. Consultant shall in good faith, utilize its best efforts to perform all of the work required under this Agreement in accordance with the Time Schedule Summary attached as Exhibit A and incorporated herein by reference. During.the preparation of the draft(s) of the Project, the consultant shall provide a complete response to all staff comments, concerns, and corrections within fifteen (15) working day's of all comments being received. 5. Consultant Staff. The Consultant Project Staff identified shall be responsible for completing the activities identified in Exhibit A. Changes of Consultant Project Staff members or other modifications to Consultant's staffing, including subconsultants for this project, shall be made only with the prior written approval of the City. 6. Status of Consultant. Consultant shall be deemed for all purposes to be an independent contractor in the performance of work pursuant to this Agreement. This Agreement shall not be deemed, for any purpose, to have created between the parties hereto a partnership, joint venture or other relationship other than that of independent contractor insofar as Consultant is concerned. Consultant shall be responsible for obtaining the services of all persons required to perform the work required by this Agreement, including, but not limited to, such subcontractors as Consultant desires to employ as such. Consultant shall advise all such subcontractors that the City bears no obligation for the payment of fees for their services or costs incurred and that such are the exclusive obligation of Consultant. 7. Changes. The City and Consultant may make changes in the work only if mutually agreed upon. If such changes cause an increase or decrease in the Consultant's cost of, or time required for, performance of any services under this agreement, whether or not changed by an order, an equitable adjustment in compensation to Consultant shall be made and this agreement shall be accordingly modified in writing. No such change shall be- effectuated except in writing, executed by each party hereto, expressing such changes and reducing or increasing Consultant's compensation based uponsuch change or changes. B. Litigation. If City becomes involved in litigation regarding the Project and desires Consultant's assistance or testimony, City shall compensate Consultant for its services according to the normal hourly rates. 9. Ownershin of Documents. All documents, studies, surveys, drawings, maps, models, photographs and reports as prepared by Consultant, or any of its subcontractors, pursuant to this Agreement, shall be deemed for all purposes to be the property of the City. All such materials, including originals, shall be transmitted to the City upon completion of the work by Consultant hereunder, or upon sooner termination of this Agreement. No person, including - 2 - Consultant, shall be permitted to utilize any of the material. referred to in this paragraph without City's prior written consent. 10. Indemnity. Consultant does hereby agree to defend, indemnify, and hold harmless the City of Santa Clarita and the respective appointed and elected officers, boards and commissions, agents and employees ("Indemnified Parties") from and against any and all claims and losses, costs or expenses for any damage due to death or injury to a person and injury to any property proximately resulting from any willful misconduct or negligent act or omission of Consultant or any of its officers, employees, servants, agents,, or subcontractors in the performance of work pursuant to this Agreement. Liability shall be limited to the amount paid under this contract: Such costs and expenses shall include, but not be limited to, reasonable attorney fees. Consultant does hereby agree . to defend, indemnify- and hold harmless Indemnified Parties from and against any damages, liability, loss, costs or expenses which arise out of Consultant's negligent -performance of the work under this Agreement provided that such liability, loss, cost or expense is caused by the act or omission of Consultant, or any of its officers, employees, servants, agents, or subcontractors in performance of this Agreement. Consultant's obligation to the Indemnified Parties shall include reasonable. attorney fees, costs and expenses incurred by the Indemnified Parties in such defense, if Consultant is found to have been negligent in performance of work under this Agreement. The provision of liability insurance coverage as required by Paragraph 11 of this Agreement shall not affect Consultant's obligations under the indemnity provisions of this Paragraph 10. 11. Insurance. Consultant. shall take out and provide, contemporaneously with the commencement of work pursuant to this Agreement, liability insurance coverage in an amount not less than $500,000.00. Such coverage shall be maintained in full force and effect at all times during. the term of this Agreement. Consultant shall take out .and maintain in full force and effect during the term of this Agreement all other insurance coverage required by law, including, but not limited to, workers' compensation coverage. All such insurance shall expressly name the City and its agents, officers, and employees as additional insureds. Consultant shall supply to City upon execution of this Agreement, a valid certificate of :insurance evidencing the existence of all required insurance coverages. Additional or replacement certificates shall be filed with City evidencing the existence of such coverage at all times during the term of this Agreement. The certificates of insurance shall contain a provision to the effect .that the coverage cannot be cancelled or substantially altered or reduced except upon at least thirty (30) days prior written notice to City. 12. Termination. This Agreement may be terminated at any time prior to the completion of the Project, and- without- cause, in accordance with the following: a. By City upon fifteen (15) working days written notice, mailed first M_ class, postage prepaid, or by personal service to Consultant; and b. By Consultant upon fifteen (15) working days written notice, mailed first class, postage prepaid, or by personal service to City. Notices given pursuant to this paragraph shall be deemed to be effective on the tenth (10th) day following the giving of notice of such termination whether mailed or delivered. In the event of termination pursuant to this paragraph, Consultant shall be compensated by City pro rata for work performed as of the day of giving of such notice. 13. Notices. Notices to be given pursuant to this Agreement shall be in writing and shall be personally served upon the party to be notified or shall be deposited in the United States Postal Service, postage pre -paid, certified and registered, and addressed to the parties as follows: A. CITY: Michael K. Maviland, Contract Manager Department of Community Development 23920 Valencia Boulevard, Suite 300 Santa Clarita, CA 91355 CC: Carl Newton, City Attorney Burke, Villiams, and Sorenson 624 V. Grand, 11th Floor Los Angeles, CA 90017 B. CONSULTANT: Thayer Keener 330 Arden Avenue Glendale, CA 91203-1131 Attention: Avery Keener Martha Thayer Except as otherwise provided in Section 12 above, notices given pursuant to this Agreement shall be deemed given on the date of personal service or the fifth (5th) consecutive calendar day following the deposit of the same in the United States Postal Service, or its successor. The individuals named in this paragraph shall be deemed, for all purposes, to be the representatives of the parties to this Agreement and empowered to act, pursuant to the terms of this Agreement, for and on behalf of that party. Either party hereto may, in writing, change the designation of the responsible representative forthat party. 14. Conflict of Interest. Consultant covenants that neither the Consultant, nor any officer thereof, has any interest, nor shall acquire any interest, directly or indirectly, which will conflict in any manner with the performance of the Consultant services under this Agreement. Consultant further covenants that in the performance of this. Agreement, no person having such interest shall be employed by Consultant. Consultant further covenants that Consultant has.not contracted with nor is the Consultant performing any services directly or indirectly, with any developer and/or property owners and/or firms, and/or partnerships owning property in the City, and further covenants and agrees that consultant and/or its subcontractors shall provide no service or enter into any contract with any developer and/or property owner and/or - 4 - 25..Liguidated Damages. Should the Consultant fail to complete the work due solely to the Contractor's performance within ten (10) days of the time provided for in Exhibit B or within an extended period of time authorized in writing by the City, or as may be allowed due to delays or for additional scope of work as authorized, the City will deduct and retain, out of amounts due and owing and any withheld monies which may be due, as liquidated damages, but not as penalty, the sum of One Hundred Dollars ($100.00) per day for each and every day that the work period exceeds the total working days allotted following the period agreed upon the completion of the Project or as extended by the City. Should the Consultant complete the work more than ten (10) days earlier than the time provided in Exhibit B, or more than ten (10) days earlier than an extended period of time authorized in writing by the City as may be allowed for additional scope of work authorized, the City will pay, as part of the final invoice; the sum of One Hundred Dollars ($100.00) per day for each and every day that the work is completed prior to the days allotted as stated in Exhibit B or as extended by the City. In no event shall the liquidated damages or incentive exceed Five Thousand Dollars ($5000.00). 26. Execution of Agreement. This Agreement must be first executed by the Consultant, or its representative, and approved to form by the City Attorney before it may be executed on behalf of the City of Santa Clarita. This Agreement, consisting of six (6) pages, one (1) exhibit, and one (1) attachment, attached hereto, has been executed as of the 27th day of October, 1992. WHEREFORE, the parties hereto have caused this Agreement to be executed on the dates set opposite their names below: THAYER KEENER: Date: By: Avery Keener Martha Thayer CITY OF SANTA CLARITA: Date: By George Caravalho, City Manager Attest: Date: By Donna M. Grindey, City Clerk Approved as to form: Date: By: City Attorney OCT- 19 '92 9:44 FROM THAYER KEENER TO SCLARITA PAGE.002 CITY OF SANTA CLARITA Economic Development Marketing Program Thayer Keener Scope of Services CONTRACT AMOUNT $49,000 Services to include development of Santa Clarita community image and business opportunities materials, advertising and targeted media contact. The Thayer Keener scope of services to include the following projects: 1. Pre-print production of Quality of Life Brochure, including development of marketing identity for use in all marketing materials --515,000. 2. Pre-print production of five related brochure/inserts addressing: 1) Community Profile, 2) Film, 3) Visitors, 4) Retail and 5) Industrial/Commercial opportunities --$10,000. 3. Pre-print production of Economic Development Newsletter (2 editions @ $1,500)--53,000. 4. Targeted media contact/public relations -45,000. 5. Pre-print/pre-broadcast production of advertising --$10,000. 6. Special projects/miscellaneous-46,000. Work included for production of materials includes concept development and design, research (information gathering), copy writing, typography, production of pre-print mechanical artwork, and project coordination. NOTE: Costs for photography, printing and advertising space and/or broadcast time are not included in this contract. If billed through Thayer Keener they .will be passed on to the City for reimbursement without markup. Projects will be completed in phases. Phases I -III include simultaneous development of camera-ready art for six brochures (Projects 1 and 2). PHASE I: DESIGN/CONCEPT DEVELOPMENT $8,300.00 Design comps (identity) By Oct. 29 Materials design comps By Oct. 29 Initial research By Oct. 29 Estimated personnel involvement/Phase I: Avery Keener. 28.5 hours @ $100 Martha Thayer. 10 hours@ $125 Randy Rigg: 42 hours @ $100 PHASE IL• COPY WRITING/DESIGN LAYOUT $9,300.00 Research/information gathering By Nov. 10 Writing of working draft By Nov. 25 Final Revisions By Dec. 10 Estimated personnel involvement/Phase II Avery Keener. 33 hours @ $100 Martha Thayer. 30 hours @ $125 Ann Winston: 10 hours @ $75 Randy Rigg: 5 hours @ S100 (more) • UC I I `J 'SE 5: 45 f RUM I HHYhR KEENLH 1U SULHH I I H HHUL. 00 J PHASE III: PRODUCTION By Dec. 24 $g,3UU.UU Typography Film & photostats Photography coordination Production of mechanical art Estimated personnel involvement/Phase III Avery Keener. 5 hours @ $100 Rnndy Rigg: 7R hours @ $100 (This time allocation includes costs for materials requited fur production of camera-ready artwork). PHASE IV: Yl(1NP1NG Not applicable in this contract. Printing timo estimate: One month. PHASE V: NEWSLETTER #1 (pre-print) By Feb. 26 $2,000.00 Est. Avery Keener. 12 hours @ $100 Atm Wiustum 6.5 hours @ $75 Randy Rigg: 4 hours @ $1001 ADVERTISING CONCEPT By Feb. 26 Est. Martha Thayer. 20 hours @ $125 William Harrold: 20 hours @ $125 PHASE VI: ADVERTISING PRODUCTION By March 31 Est. William Harrold: 2 hours (m $125 Martha Thayer. 5 hours @ $125 Randy Rieg: 44 hours @ $100. PHASE VII: NEWSLETTER #2 (Pre-print) By June 2 Eat. Avcry Keener: 8 hours @ $I00 Ann Winston: 3 hours @ $75 BILLING PROCEDURE: $5,000.00 $5,000.00 $1,000.00 Invoice* for each phase of work will be submitted 15 days prior to agreed upon completion date and will, therefore, he payable upon satisfactory completion of Said phase. Work related to targeted media contact/public relations, and special projects/miscellauevus, Will be billed monthly, as completed. Billings to bo accompanied by written report of progress, including identification of individuals involved, time expended, billing rate and specific activity. mm TOTRL f AGC.©©0 11111, Month . ------------------ May 1992 CHECK REGISTER SCHEDULE Invoices Due to A/P By 5100 p.m. ------------------ May 11, 1992 May 18, 1992 May 22, 1992 Checks Dated ------------------ May 15, 1992 May 22, 1992 Hay 29, 1992 June June 1, 1992 June 5, 1992 June 8, 1992 June.12, 1992 June 15, 1992 June 19; 1992 June 22, 1992 June 26, 1992 June 26, 1992 * July 2, 1992 July July 6, 1992 July 10, 1992 July:13, 1992 July 17; 1992 July -20, 1992 July 24, 1992 July 27, 1992 July 31, 1992 August Augusta3:, 1992 August. 7,,._1992 August 10, 1992 August 14,-1992 August 417,;,:1992 August 21,s 1992 August,.24,..1992 -.August 28„ 1992 August 31; 1992- September4,,1992 September September'4,...1.992 * '- September 11;;'1992 September.14, 1992 September.18, 1992 September 21, 1992 September' -25, 1992 _ September 28, 1992 October 2, 1992 October - October 5, 19-92 _ October 9;:1992, October 12, 1992 October 16, 1992 October 19, 1992 October 23, 1992 October 26, 1992 October 30, 1992 November November 2, 1992 November 6, 1992 November 9, 1992 November 13, 1992 November 16, 1992 November 20, 1992 November 20, 1992 * November 25, 1992 November 30, 1992 December 4, 1992 December December 7, 1992 December 11, 1992 December 14, 1992 December 18, 1992 December 18, 1992 * December 24, 1992 December 24, 1992 * December 31, 1992 * Change in Monday deadline due to holiday.