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HomeMy WebLinkAbout1996-06-25 - AGENDA REPORTS - MARKETING SEVICES SC TRANSIT (2)AGENDA REPORT City Manager Approval Item to be presented by T ynn M Narric CONSENT CALENDAR DATE: June 25, 1996 SUBJECT: MARKETING SERVICES FOR THE CITY OF SANTA CLARITA TRANSIT DEPARTMENT: Public Works BACKGROUND Santa Clarita Transit patronage continues to experience growth due in part to the marketing efforts of our consultant and the Transit Division. Ridership is growing at a rate of 20 to 30% per month, when compared to the same month the previous year, The consultant has created several low cost targeted marketing initiatives; examples include programs aimed at new residents, targeted direct mail efforts, real estate agents, and a program to install transit information holders at bus stops. The consultant has also negotiated several cooperative marketing agreements with area businesses and has expanded the number of pass sales outlets throughout the Santa Clarita Valley, On June 27, 1995, the City Council approved entering into an annual agreement for marketing services with James G. Moore, III. At this time the Transit Division would like to exercise the option to extend the marketing services contract for one more year. The term of the contract will be July 1, 1996 through June 30, 1997. The marketing consultant costs are already included in the Transit Division budget. RECOMMENDATION Approve exercising contract option to continue existing annual agreement for marketing services for fiscal year 1996/97. Amount not to exceed $64,000 for marketing services with James G. Moore, III. ATTACHMENT Professional Services Agreement including Scope of work H: 1HOMPVACCAGENDAVAARKTAGN AGN WHOWED A�'enr#a Irm�•� PROFESSIONAL SERVICES AGREEMENT THIS AGREEMENT IS MADE BETWEEN THE CITY OF SANTA CLARITA, A MUNICIPAL CORPORATION, (HEREAFTER THE "CITY) AND JAMES G. MOORE, III, (HEREAFTER THE "CONSULTANT': THE PARTIES HERETO AGREE AS FOLLOWS: I. Recitals. This Agreement is based upon the following facts: A. City desires professional assistance in marketing services for Santa Clarita Transit (the "Project") more particularly described in Exhibit A, attached and incorporated herein by reference; B. Consultant has been selected to perform marketing activities, 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. II. 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 as to the status and quality of such work. III. 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 Sixty -Four Thousand dollars ($64,000.00), 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. Upon receipt of Consultant invoices submitted as work progresses, the City shall make payments based on documented hours of work complete, as mutually agreed upon by the City and the Consultant, and in accordance with the work tasks identified in Exhibit A. The project invoices shall include a breakdown of tasks being billed for, and shall identify work performed. Within fifteen (15) days after receipt of a project 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. Upon submission of Consultant's final work products under this agreement, in a scope, nature, and form satisfactory to the City, all final monies shall be paid to the Consultant. IV. Time for Performance. Consultant shall in good faith utilize its best efforts to perform all the work required under this Agreement in a timely manner. V, Consultant Staff. The Consultant Project Staff identified in Exhibit A shall be responsible for completing the activities identified 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. MARKTCON.97 VI. 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 of 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.. VII. 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, and 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 ro increasing Consultant's compensation based upon such change or changes. VIII. Ownership 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 Consultant, shall be permitted to utilize any of the material referred to in this paragraph without City's prior written consent. IX. Indemni Consultant does hereby agree to protect, defend, indemnify, and hold harmless the City of Santa Clarita and the respective appointed and elected officers, boards and commissions, agents and employees (" hidemnified 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. Such costs and expenses shall include, but not be limited to, reasonable attorney fees. Consultant docs hereby agree to protect, 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, gents, 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 I1 of this Agreement shall not affect Consultant's obligations under the indemnity provisions of this Paragraph 10. X. Insurance. Contractor is not authorized to use his or her personal vehicle to perform any work under this agreement unless Contractor is covered by a policy of motor vehicle liability insurance in the amount of $300,000 per occurrence. XI. 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 class, postage prepaid, or by personal service to Consultant. MARKTCON.97 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. XII. 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; Ron Kilcoyne, Transportation Manager Department of Public Works 25663 Avenue Stanford Santa Clarita, CA 91355 cc: Carl Newton, City Attorney Burke, Williams, and Sorensen 624 W. Grand, 11th Floor Los Angeles, CA 90017 B. CONSULTANT: James G. Moore, III 25852 McBean Parkway, Suite 187 Santa Clarita, CA 91355 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 for that party. XIII. 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. XIV. Construction, This Agreement shall be construed under the laws of the State of California and shall not be construed against, or in favor of, either party by reason of the fact that it was prepared by one party or the other. XV. Entire Agreement. This Agreement, with attachment (s) and exhibits, constitutes the entire agreement between the parties and each party acknowledges that it is not relying on any prior, or contemporaneous, other agreements of representation, oral or written, in entering into this Agreement. XVI. Caotions, Numerals, and Headings. Gender and Number' The caption, numerals and headings used herein are for the purpose of identification and location of the terms and for ease of reading and shall not be used to alter, amend or otherwise change the plain meaning of the language in the text or the intention of the parties. Wherever gender or number is used, it shall include that gender or number which is appropriate to the context of the language wherein such gender or number is used. XVII. Attorneys Fees. Should any party hereto reasonably retain counsel for the purpose of enforcing or preventing the breach of any provision hereof, including but not limited to the institution of any action MARKTCON.97 or proceeding to enforce any provision hereof, for damages by reason of any alleged breach of any provision hereof, for a declaration of such party's rights or obligations hereunder of for any other remedy, then if said matter is adjudicated (which term includes arbitration) the prevailing party shall be entitled, in addition to such other relief as may be granted, to be reimbursed by the losing party for all costs and expenses incurred thereby, including but not limited to reasonable attorney's fees and costs for the services rendered to such prevailing party, XVIIL Amendment. This Agreement may be amended only by a writing executed by all of the parties. XIX. Counterparts. This Agreement has been executed in two counterparts either of which may be used as an original. One such counterpart shall be delivered to the Obligee when fully executed and the other to the Obligor when fully executed. XX. Waivers. A waiver of any default of an obligation required by this Agreement shall not constitute a waiver of any subsequent default of same, or any other obligation under this Agreement. XXI. Time of the Essence. Time is of the essence to this Agreement. XXII.. Effective Date. The effective date of this Agreement shall be July 1, 1996 through June 30, 1997. =II. Severability. If any portion of this agreement is deemed to be void or is held to be invalid, other sections, or portions thereof, of this Agreement shall remain valid and in force, and shall be interpreted as though the void or invalid portion(s) had not been incorporated herein. XXIV. 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 five (5) pages, and one (1) attachment, has been executed as of the day of 1996. MARKTCON.47 ' WHEREFORE, the parties hereto have caused this Agreement to be executed on the dates set opposite their names below: Company Name: Date: M Company Representative CITY OF SANTA CLARITA: Date: By: George Caravalho, City Manager Attest: Date: By: Donna M. Grindey, City Clerk Approved as to form: Date: 0 City Attorney ATTACHMENT Contractor Services. Contractor agrees to perform the following services for the City: CONTRACTUAL SERVICES HOURS PER COST PER SERVICE TASK A. Formulate and present a transportation/marketing plan for the 50 hours $3,250.00 period of July 1, 1996 through June 30, 1997. B. Execute projects and tasks described in the 1996-97 marketing 800 hours $52,000.00 plan as determined by the Transportation Manager. These responsibilities shall include but are not limited to: Design and placement of print advertisements, Design and coordinate direct mail promotions, Plan and execute special events and promotions, Negotiate and execute co-operative promotions, Produce transit infomercial. C. Assist in negotiations relating to the Valencia Town Center 25 hours $1,625.00 Transit Center D. Prepare feature articles for all Transit industry publications 30 hours $1,950.00 E. Other tasks mutually agreed upon by the City's Transportation 75 hours $4,875.00 Manager and Contractor Total 980 hours $63,700.00 IL Consultant Project Staff: A. James G. Moore, III