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Home My WebLink AboutPACIFIC CREST CONSULTANTS - 2002-12-18 AMENDMENT NO. 1 TO THE PROFESSIONAL SERVICES AGREEMENT BETWEEN THE CITY OF HUNTINGTON BEACH AND PACIFIC CREST CONSULTANTS FOR PUBLIC RELATIONS SERVICES FOR THE 2003-2004 FOURTH OF JULY EVENTS THIS AMENDMENT (the "Amendment") is made and entered into the day of Oeeo-,, Io- 2002, by and between the CITY OF HUNTINGTON BEACH, a California municipal corporation, hereinafter referred to as "CITY", and PACIFIC CREST CONSULTANTS, a sole proprietorship, hereinafter referred to as "CONSULTANT." WHEREAS, CITY and CONSULTANT are parties to that certain agreement, dated December 18, 2001, entitled "Professional Services Contract Between the City of Huntington Beach and Pacific Crest Consultants for Public Relations Services for the 2002 Fourth of July Parade,"which agreement shall hereinafter be referred to as the "Original Agreement," and Since the execution of the Original Agreement, CITY has requested additional work from CONSULTANT and CONSULTANT has agreed to perform such work; and NOW, THEREFORE, the parties wish to amend the Original Agreement as follows: 1. DELETION OF SECTIONS 2 3 4 6 8 16 24 AND EXHIBITS A B AND C Sections 2 (CITY STAFF ASSISTANCE), 3 (TERM; TIME OF PERFORMANCE), 4 (COMPENSATION), 6 (METHOD OF PAYMENT), 8 (HOLD HARMLESS), 16 (NOTICES) and 24 (ATTORNEY'S FEES) and Exhibits "A," "B" and"C" of the Original Agreement are deleted in their entirety and replaced with the following Sections and Exhibits "A" and "B." 1 02agree/Pacific Crest Amendment No. 1 12/2/02 2. Section 2 (CITY STAFF ASSISTANCE) is amended as follows: 2. CITY STAFF ASSISTANCE CITY shall provide the items as described in Exhibit "A," which is attached hereto and incorporated into this Amendment and the Original Agreement by this reference. CITY shall assign a staff coordinator to work directly with CONSULTANT in the performance of this Agreement p g 3. Section 3 (TERM; TIME OF PERFORMANCE) is amended as follows: l 3. TERM; TIME OF PERFORMANCE Time is of the essence of this Agreement. The services of CONSULTANT are to commence as soon as practicable after the execution of this Agreement by CITY (the "Commencement Date"). This Agreement shall expire on September 30, 2004, unless sooner terminated as provided herein. All tasks specified in Exhibit "A" shall be completed no later than September 30, 2004. These times may be extended with the written permission of CITY. The time for performance of the tasks identified in Exhibit "A" are generally to be shown in Exhibit "A." This schedule may be amended to benefit the PROJECT if mutually agreed to in writing by CITY and CONSULTANT. 4. Section 4 (COMPENSATION) is amended as follows: 4. COMPENSATION In consideration of the performance of the services described herein, CITY agrees to pay CONSULTANT a fixed fee of One Thousand Dollars ($1,000.00) per month, which total fee shall not exceed Twenty-four Thousand Dollars ($24,000.00). CITY also agrees to pay for the reasonable costs and expenses incurred by 2 02agree/Pacific Crest Amendment No. 1 12/2/02 CONSULTANT, which are set forth in Exhibit "A," in an amount not to exceed One Thousand Dollars ($1,000.00)per year. 5. Section 6 (METHOD OF PAYMENT) is amended as follows: 6. METHOD OF PAYMENT CONSULTANT shall be paid pursuant to the terms of Exhibit "B," which is attached hereto and incorporated into this Amendment and the Original Agreement by this reference. 6. Section 8 (HOLD HARMLESS) is amended as follows: 8. HOLD HARMLESS CONSULTANT hereby agrees to protect, defend, indemnify and hold harmless CITY, its officers, elected or appointed officials, employees, agents and volunteers from and against any and all claims, damages, losses, expenses, judgments, demands and defense costs (including, without limitation, costs and fees of litigation of every nature or liability of any kind or nature) arising out of or in connection with CONSULTANT's (or CONSULTANT's subcontractors, if any) negligent performance of this Agreement or its failure to comply with any of its obligations contained in this Agreement by CONSULTANT, its officers, agents or employees except such loss or damage which was caused by the sole negligence or willful misconduct of CITY. CONSULTANT will conduct all defense at its sole cost and expense and CITY shall approve selection of CONSULTANT's counsel. This indemnity shall apply to all claims and liability regardless of whether any insurance policies are applicable. The policy limits do not act as limitation upon the amount of indemnification to be provided by CONSULTANT. 3 02agree/Pacific Crest Amendment No. 1 12/2/02 7. Section 16 (NOTICES) is amended as follows: 16. NOTICES Any notices, certificates, or other communications hereunder shall be given either by personal delivery to CONSULTANT's agent (as designated in Section 1 hereinabove) or to CITY as the situation shall warrant, or by enclosing the same in a sealed envelope, postage prepaid, and depositing the same in the United States Postal Service, to the addresses specified below. CITY and CONSULTANT may designate different addresses to which subsequent notices, certificates or other communications will be sent by notifying the other party via personal delivery, a reputable overnight carrier or U.S. certified mail-return receipt requested: TO CITY: TO CONSULTANT: City of Huntington Beach Pacific Crest Consultants ATTN: Director of Community Services ATTN: Constance Young, Owner 2000 Main Street 19241 Redford Lane Huntington Beach, CA 92648 Huntington Beach, CA 92648 8. Section 24 (ATTORNEY'S FEES) is amended as follows: Section 24 (ATTORNEY'S FEES) In the event suit is brought by either party to construe, interpret and/or enforce the terms and/or provisions of this Agreement or to secure the performance hereof, each party shall bear its own attorney's fees, such that the prevailing party shall not be entitled to recover its attorney's fees from the non-prevailing party. 9. REAFFIRMATION Except as specifically modified herein, all other terms and conditions of the Original Agreement shall remain in full force and effect. 4 02agree/Pacific Crest Amendment No. 1 12/2/02 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by and through their authorized offices the day, month and year first above written. PACIFIC CREST CONSULTANTS, CITY OF HUNTINGTON BEACH, a a sole proprietorship, municipal corporation of the State of California D rector o Communit ervices ursuant to HBMC 3.100) APPROVED AS TO FORM: C y ttrn REVIEWED ANDn APPROVED: mod' C' Administrator (only for contracts over$50,000.00) 5 02agree/Pacific Crest Amendment No. 1 12/2/02 EXHIBIT "A" A. STATEMENT OF WORK: (Narrative of work to be performed) CONSULTANT shall provide CITY and EXECUTIVE BOARD with public relations services for the 2003-2004 Fourth of July events in the City of Huntington Beach, which shall include,without limitation, all of the following: B. CONSULTANT'S DUTIES AND RESPONSIBILITIES: • Provide consultation on parade and associated activities. • Write,print and disseminate press releases, including feature stories, general announcements,press kits,public service announcements and volunteer newsletter. • Coordinate duplication/printing of media or event pieces. • Coordinate and oversee all aspects of media relations. • Attend planning or other meetings as requested by CITY including monthly EXECUTIVE BOARD meetings held the first Wednesday of each month at City Hall. • Assist with sponsorship and promotional programs. Consult/advise on negotiations and plans with existing/returning sponsors. • Coordinate stories,photos and information for any special editions and the souvenir program. • Coordinate with local radio stations and newspapers for ticket giveaways, promotions and remote possibilities, and assist with obtaining items for VIP gala and other special events. • Serve as media liaison during all events and work on-site during events as needed/requested. • Review and assist in the writing of any letters/correspondence for EXECUTIVE BOARD and/or its committees. • Provide input on production/printing of all collateral materials and image pieces including invitations,posters and artwork. 6 Exhibit"A" 02agree/Pacific Crest Amendment No. 1/jmFjn/12/2/2002 • Assist with VIP gala and VIP breakfast as an advisor. • Advise/assist celebrity chair. • Coordinate advertising buys and/or the production of ads with contracted/selected newspapers. • Provide monthly status reports. C. CITY'S DUTIES AND RESPONSIBILITIES: • Upon written approval by EXECUTIVE BOARD'S public relations chairperson, reimburse reasonable costs for FAX, clerical services, and documented long distance and cellular phone charges relating to CONSULTANT's services provided pursuant to this Agreement. • Provide final written approval of all design,production,printing and other created work. • Provide tickets for giveaways for radio stations, sponsors and other promotional purposes. • Provide parking passes for working press. • Pay reasonable cost of photography for multiples and other photos needed to accompany press releases upon written approval of invoices by EXECUTIVE BOARD's public relations chairperson. • Provide reasonable letterhead, envelopes and stationary. • Pay cost of postage, including express mail costs when necessary and as approved in writing by EXECUTIVE BOARD'S public relations chairperson. • Assist with printing of all newsletters. D. WORK PROGRAM/PROJECT SCHEDULE: CONSULTANT shall provide all of its services under this Agreement in a timely manner to ensure no delay or impact on CITY's Fourth of July events for each year of this Agreement. 7 Exhibit"A" 02agree/Pacific Crest Amendment No. 1/jmfljn/12/2/2002 EXHIBIT "B" Payment Schedule (Fixed Fee Payment) 1. CONSULTANT shall be entitled to monthly progress payments toward the fixed fee set forth herein in accordance with the following progress and payment schedules. 2. Delivery of work product: A copy of every memorandum, letter, report, calculation and other documentation prepared by CONSULTANT shall be submitted to CITY to demonstrate progress toward completion of tasks. In the event CITY rejects or has comments on any such product, CITY shall identify specific requirements for satisfactory completion. 3. CONSULTANT shall submit to CITY an invoice for each monthly progress payment due. Such invoice shall: A) Reference this Agreement; B) Describe the services performed; C) Show the total amount of the payment due; and D) Include a certification by a principal member of CONSULTANT's firm that the work has been performed in accordance with the provisions of this Agreement. Upon submission of any such invoice, if CITY is satisfied that CONSULTANT is making satisfactory progress toward completion of tasks in accordance with this Agreement, CITY shall approve the invoice, in which event payment shall be made within thirty (30) days of receipt of the invoice by CITY. Such approval shall not be unreasonably withheld. If CITY does not approve an invoice, CITY shall notify CONSULTANT in writing of the reasons for non-approval and the schedule of performance set forth in Exhibit "A" may at the option of CITY be suspended until the parties agree that past performance by CONSULTANT is in, or has been brought into compliance, or until this Agreement has expired or is terminated as provided herein. 4. Any billings for extra work or additional services authorized in advance and in writing by CITY shall be invoiced separately to CITY. Such invoice shall contain all of the information required above, and in addition shall list the hours expended and hourly rate charged for such time. Such invoices shall be approved by CITY if the work performed is in accordance with the extra work or additional services requested, and if CITY is satisfied that the statement of hours worked and costs incurred is accurate. Such approval shall not be unreasonably withheld. Any dispute between the parties concerning payment of such an invoice shall be treated as separate and apart from the ongoing performance of the remainder of this Agreement. 8 02agree/Pacific Crest Amendment No. 1 jmf/jn/12/2/2002 Su `� INSURANCE AND INDEMNIFICATION WAIVER Hun °Bach® ` MODIFICATION REQUEST 1. Requested by: Karen Foster, Risk Management 2. Date: December 16, 2002 3. Name of contractor/permittee: Pacific Crest Consultants 4. Description of work to be performed: 4th of July Public Relabions Services 5. Value and length of contract: $1 000/mth not-to-exceed $24,000 + reasonable costs 6. Waiver/modification request: Professional Liability Insurance 7. Reason for request and why it should be granted: No professional liability risk 8. Identify the risks to the City in approving this waiver/modification: None. 0 AA -KZ - K — 12- * I I?- 01 apartment Head Si n ture Date: APPROVALS Approvals must be obtained in the order listed on this form. Two approvals are required for a request to be granted. Approval from the City Administrator's Office is only required if Risk Management and the City Attorney's'Office disagree. 1. Risk Management Approved ❑ Denied �"'ry L /G/ Signature Date 2. City Attorneys Office ,,,_, tRpproved El Denied ' t 4Dat Signature 3. City Administrator's Office ❑ Approved ❑ Denied Signature Date If approved,the completed waiver/modification request is to be submitted to the City Attorney's Office along with the contract for approval. Once the contract has been approved, this form is to be filed with the Risk Management Division of Administrative Services 1.................. 0 I..J...„.. en/AL`/nr%r%n A.nO AAA