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HomeMy WebLinkAboutWestbound Communications - 2016-06-21PROFESSIONAL SERVICES CONTRACT BETWEEN THE CITY OF HUNTINGTON BEACH AND VNTESTBOUND COMMUNICATIONS FOR MEDIA 101 TRAINING SERVICES THIS AGREEMENT ("Agreement") is made and entered into by and between the City of Huntington Beach, a municipal corporation of the State of California, hereinafter iefened to as "CITY," and Westbound Communications, a consulting firm hereinafter referred to as "CONSULTANT." WHEREAS, CITY desires to engage the services of a consultant to provide media training for City staff, and Pursuant to documentation on file in the office of the City Clerk, the provisions of the Huntington Beach Municipal Code, Chapter 3 03, relating to procurement of professional service contracts have been complied with, and CONSULTANT has been selected to perform these services, NOW, THEREFORE, it is agreed by CITY and CONSULTANT as follows 1. SCOPE OF SERVICES CONSULTANT shall provide all services as described in Exhibit "A," winch is attached hereto and incorporated into this Agreement by tins reference. These services shall sometimes hereinafter be referred to as the "PROJECT." CONSULTANT hereby designates Rick Miltenberger, Partner who shall represent it and be its sole contact and agent in all consultations with CITY during the performance of this Agreement agreelsurfnek/professional Svcs to S49 10/12 1 of 11 2 CITY STAFF ASSISTANCE CITY shall assign a staff coordinator to work directly with CONSULTANT in the petformance of this Agreement 3 TERM, TIME OF PERFORMANCE Time is of the essence of this Agreement The services of CONSULTANT are to commence o , 20the "Commencement Date") This Agreement qr shall automatically terminate three (3) years from the Commencement Date, unless extended or sooner terminated as povided herein All tasks specified in Exhibit "A" shall be completed no later than three (3) months from the Commencement Date The time for performance of the tasks identified in Exhibit "A" ate generally to be sho«7n in Exhibit "A." This schedule may be amended to benefit the PROJECT if mutually agreed to in writing by CITY and CONSULTANT In the event the Commencement Date pi ecedes the Effective Date, CONSULTANT shall be bound by all terms and conditions as provided herein 4 COMPENSATION In consideration of the performance of the services described herein, CITY agrees to pay CONSULTANT on a time and materials basis at the sates specified in Exhibit "B," which is attached hereto and mcoiporated by reference into this Agreement, a fee, including all costs and expenses, not to exceed three thousand Dollais ($3,000) 5 EXTRA WORK In the event CITY requires additional services not included in Exhibit "A" or changes in the scope of services described in Exhibit "A," CONSULTANT will undertake such work only after receiving written authorization fioni CITY Additional compensation for such extra work shall be allowed only if the prior written appi oval of CITY is obtained agree/surfnet/professional svcs to $49 10/12 2of11 6 METHOD OF PAYMENT CONSULTANT shall be paid pursuant to the terms of Exhibit "B." 7 DISPOSITION OF PLANS, ESTIMATES AND OTHER DOCUMENTS CONSULTANT agrees that title to all materials prepared hereunder, including, without limitation, all original drawings, designs, reports, both field and office notices, calculations, computer code, language, data or programs, maps, memoranda, letters and other documents, shall belong to CITY, and CONSULTANT shall turn these materials over to CITY upon expiration or termination of this Agreement or upon PROJECT completion, whichever shall occur first These materials may be used by CITY as it sees fit 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 kmd or nature) arising out of of in connection with CONSULTANT's (or CONSULTANT's subcontractors, if any) negligent (or alleged 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 airy insurance policies are applicable The policy lrm is do not act as limitation upon the amount of indemnification to be provided by CONSULTANT agree/surfnet/professional sues to $49 10/ 12 3 of 11 9. PROFESSIONAL LIABILITY INSURANCE CONSULTANT shall obtain and furnish to CITY a professional liability insurance policy covering the work performed by it hereundei This policy shall provide coverage for CONSULTANT's professional liability in an amount not less than One Million Dollars ($1,000,000.00) per occurrence and in the aggregate The above -mentioned insurance shall not contain a self-msui ed retention without the express written consent of CITY, however an insurance policy "deductible" of Ten Thousand Dollars ($10,000 00) of less is permitted A claims -made policy shall be acceptable if the policy further provides that A The policy retroactive date coincides with or precedes the initiation of the scope of work (including subsequent policies purchased as renewals or replacements) B CONSULTANT shall notify CITY of ciicunistances or incidents that might give use to future claims CONSULTANT will make every effort to maintain similar insurance during the iequired extended period of coverage following PROJECT completion If insurance is terminated for any reason, CONSULTANT agiees to purchase an extended reporting provision of at least two (2) years to report claims arising from work performed in connection with this Agreement. If CONSULTANT fails or refuses to produce of maintain the insurance requited by this section or fails or refuses to furnish the CITY with required proof that insurance has been procured and is in force and paid for, the CITY shall have the tight, at the CITY's election, to forthwith terminate this Agreement. Such termination shall not affect Consultant's tight to be paid for its time and materials expended prior to notification of ternmation CONSULTANT waives agree/surfna/professional svcs to $49 10/12 4 of 11 the right to receive compensation and agrees to tndemmf , the CITY foi any work performed prior to approval of insurance by the CITY 10 CERTIFICATE OF INSURANCE Prior to commencing performance of the work hereunder, CONSULTANT shall furnish to CITY a certificate of insurance subject to approval of the City Attorney evidencing the foregoing insurance coverage as required by this Agreement, the certificate shall A provide the name and policy number of each can-ier and policy, B state that the policy is currently in foi ce, and C shall promise that such policy shall not be suspended, voided or canceled by either party, reduced i i coverage or m limits except after thirty (30) days' prior written notice, however, ten (10) days' prior written notice in the event of cancellation for nonpayment of premium CONSULTANT shall maintain the foregoing insurance coverage in force until the work under this Agreement is fully completed and accepted by CITY The requnement for carrying the foregomg insurance coverage shall not derogate from CONSULTANT's defense, hold harmless and indemnification obligations as set forth in tlus Agreement CITY or its representative shall at all times have the right to demand the original or a copy of the policy of insurance CONSULTANT shall pay, in a prompt and timely manner, the premiums on the msutance heieinabove tequiied 11. INDEPENDENT CONTRACTOR CONSULTANT is, and shall be, acting at all times in the performance of this Agreement as an independent contractor hei ern and not as an employee of CITY. CONSULTANT shall secure at its own cost and expense, and be responsible for any and all payment of all taxes, agree/surfnet/professional sves to S49 10/12 5 of 11 social security, state disability insurance compensation, unemployment compensation and other payroll deductions for CONSULTANT and its officers, agents and employees and all business licenses, if any, in connection with the PROJECT and/or the services to be performed hereunder 12 TERMINATION OF AGREEMENT All work required hereunder shall be performed in a good and workmanlike manner CITY may terminate CONSULTANT's services hei eunder at any time with or without cause, and whether or not the PROTECT is fully complete Any termination of this Agreement by CITY shall be made in Nvntmg, notice of which shall be delivered to CONSULTANT as proA,Ided herein In the event of termination, all finished and unfinished documents, exhibits, report, and evidence shall, at the option of CITY, become its property and shall be promptly delivered to it by CONSULTANT 13 ASSIGM4ENT AND DELEGATION This Agreement is a personal service contract and the work hereunder shall not be assigned, delegated or subcontracted by CONSULTANT to any other person or entity without the prior express written consent of CITY If an assignment, delegation or subcontract is approved, all approved assignees, delegates and subconsultants must satisfy the insurance requirements as set foi th in Sections 9 and 10 hereinabove 14 COPYRIGHTSMATENTS CITY shall own all Sights to any patent or copyright on any work, item or material produced as a iesult of this Agreement is CITY EMPLOYEES AND OFFICIALS CONSULTANT shall employ no CITY official not any regular CITY employee in the work peiformed puisuant to this Agreement. No officer or employee of CITY shall have any agree/surfnctiprofessional sves to S49 10/12 6of11 financial interest in this Agreement in violation of the applicable provisions of the California Government Code 16 NOTICES Any notices, certificates, or other communications hei eunder shall be given either by personal delivery to CONSULTANT's agent (as designated in Section 1 heremabove) or to CITY as the situation shall wan ant, 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 iecelpt requested• TO CITY City of Huntington Beach ATTN Julie Toledo 2000 Main Street Huntington Beach, CA 92648 17 CONSENT TO CONSULTANT Westbound Communications Rick Miltenbei ger, Par tner 625 The City Drive, Suite 480 Orange, CA 92868 When CITY's consent/approval is requried under this Agreement, its consent/appioval for one transaction or event shall not be deemed to be a consenVapproval to any subsequent occun ence of the same or an), other transaction or event 18 MODIFICATION No waiver or modification of any language in this Agreement shall be valid unless in writing and duly executed by both parties agr dsurfiiet/professional sves to $49 10/12 7 of I I 19 SECTION HEADINGS The titles, captions, section, paragraph and subject headings, and descriptive phrases at the beginning of the various sections in this Agreement are merely descriptive and are included solely for convenience of reference only and are not representative of matters included or excluded from such provisions, and do not interpret, define, limit or describe, or construe the intent of the parties or affect the construction or interpretation of any provision of this Agreement 20 INTTERPRETATION OF THIS AGREEMENT The language of all parts of this Agreement shall in all cases be construed as a -whole, according to its fair meaning, and not strictly for or against any of the parties If any provision of thus Agreement is held by an arbitrator or court of competent jurisdiction to be unenforceable, void, illegal or invalid, such holding shall not invalidate or affect the remaining covenants and provisions of thus Agreement. No covenant or provision shall be deemed dependent upon any other unless so expressly provided here As used in this Agreement, the masculine or neuter gender and singular or plural number shall be deemed to include the other whenever the context so indicates of requires. Nothing contained herein shall be construed so as to require the commission of any act contrary to law, and wherever there is any conflict between any provision contained herein and any present or future statute, law, ordinance or regulation contrary to which the parties have no right to contract, then the latter shall prevail, and the provision of this Agreement which is hereby affected shall be curtailed and limited only to the extent necessary to bring it within the iequuements of the law. 21 DUPLICATE ORIGINAL The original of this Agreement and one or more copies hereto have been prepared and signed in counterparts as duplicate originals, each of which so executed shall, irrespective of agme/surfhet/professional sues to S44 10/12 8 of 11 the date of its execution and delivery, be deemed an original Each duplicate original shall be deemed an oitgmal mstrument as against any part who has signed it. 22. IMMIGRATION CONSULTANT shall be responsible for full compliance with the trnmigtation and naturalization laws of the United States and shall, in particular, comply with the provisions of the United States Code regarding employment verification. 23 LEGAL SERVICES SUBCONTRACTING PROHIBITED CONSULTANT and CITY agree that CITY is not liable for payment of any subcontractor work involving legal services, and that such legal services are expressly outside the scope of services contemplated hereunder CONSULTANT understands that pursuant to Hi nlinglon Beach City Charter Section 309, the City Attorney is the exclusive legal counsel for CITY, and CITY shall not be liable for payment of any legal services expenses incurred by CONSULTANT 24 ATTORNEY' S FEES In the event suit is brought by either part 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 nonprevailing party 25 SURVIVAL Terms and conditions of this Agreement, which by their sense and context survive the expiration or termination of this Agreement, shall so survive agree/surfnet/professional sees to S49 10/12 9 of 11 26 GOVERNING LAW This Agreement shall be governed and construed in accordance with the laws of the State of Cahfoirua 27 SIGNATORIES Each undersigned represents and warrants that its signature hereinbelow has the power, authority and right to bind their r espective parties to each of the terms of this Agreement, and shall indemnify CITY fully for any injuries or damages to CITY in the event that such authority or power is not, in fact, held by the signatory or is withdrawn 28 ENTIRETY The parties acknowledge and agree that they are entering into this Agreerent freely and voluntarily following extensive arm's length negotiation, and that each has had the opportunity to consult with legal counsel prior to executing this Agreement The parties also acknowledge and agree that no representations, inducements, promises, agreements or warranties, oral or otherwise, have been made by that party or anyone acting on that party's behalf, which are not embodied in this Agreement, and that that party has not executed this Agreement in reliance on any representation, inducement, promise, agreement, warranty, fact or circumstance not expressly set forth in this Agreement This Agreement, and the attached exhibits, contain the entree agreement between the parties respecting the subject matter of this Agreement, and supersede all prior understandings and agreements whether oral or in writing between the parties respecting the subject matter hereof. 29 EFFECTIVE DATE This Agreement shall be effective on the date of its approval by the City Attorney This Agreement shall expire when terminated as provided herein agree/surf ct/professionat sves to $49 10/12 10 of 11 AT WITNESS )WHEREOF, the parties hereto have caused this Agreement to be executed by and through their authorized officers. CONSULTANT, Westbound Communicatons. COMPANTY *lANT Rick Miltenberger, Partner By: print name ITS: (circle one) Chairma siden 'cc President e ITS: (circle one ecret Chief Financial Officer/Asst. Secretary — Treasu agcc/sucfnctlprofesb oval sves to S49 10/12 11 of 11 CITY OF HUNTINGTON BEACH, a municipal corporation of the Stale of California _Director/Chief (Pursuant To HBMC §3.03.100) APPROVED AS City Attorney OV 6 Date Race and File City Clerk 1 EXHIBIT "A" A. STATEMENT OF WORK (Narrative of work to be performed) The Consultant shall provide media training services for City staff. B. CONSULTANTS DUTIES AND RESPONSIBILITIES The Consultant shall conudct "Media 101" training for up to 16 individuals. The training will focus on - A review of how the media works and why - Skill-buildmg on how to work with the media effectively - The Do's and Don'ts of working with press - Practical tips for preparing and managing interviews - Interview strategies to stay on message (bridging, flagging, etc ) - Introduction of hands-on message development worksheet and active practice in using the tool for media interview preparation. C CITY'S DUTIES AND RESPONSIBILITIES The City shall work collaboratively with the Consultant to identify appropriate staff members to attend said traming D WORK PROGRAM/PROJECT SCHEDULE The Consultant will have 3 months from contract approval to conduct media tiauung EXHIBIT A B CONSULTANT'S DUTIES AND RESPONSIBILITIES - The Consultant shall conudct "Media 101" ttamtng for up to 16 individuals. The training will focus on - A review of how the media wotks and why - Skill -building on how to work with the media effectively - The Do's and Don'ts of working with press - Practical tips for preparing and managing interviews - Interview strategies to stay on message (bridging, flagging, etc ) - Introduction of hands-on message development worksheet and active pi active in using the tool for media mtervieu prepaiation C CITY'S DUTIES AND RESPONSMILITIES The City shall work collaboratively with the Consultant to identtf}, apptopitate staff members to attend said training D WORK PROGRAMIPROTECT SCHEDULE The Consultant will have 3 montlis fiom conti act approval to conduct media training EXHIBIT A EXHIBIT `B" Payment Schedule (Hourly Payment) A Hourly Rate CONSULTANT'S fees for such services shall be based upon the following hourly rate and cost schedule B Travel Charges for time during travel are not reimbursable C Billing l . All billing shall be done monthly in fifteen (15) minute increments and matched to an appropriate breakdown of the time that was taken to per form that work and who performed it 2. Each month's bill should include a total to date. That total should provide, at a glance, the total fees and costs incurred to date for the project A copy of memoranda, letters, reports, calculations and other documentation prepared by CONSULTANT may be requited to be submitted to CITY to demonstrate progress toward completion of tasks. In the event CITY tejects or has comments on any such pioduct, CITY shall identify specific requirements for satisfactory completion 4 CONSULTANT shall submit to CITY an invoice for each monthly payment due Such invoice shall. A) Reference this Agreement, B) Describe the services performed; C) Show the total amount of the payment due, D) Include a certification by a principal member of CONSULTANT's firm that the work has been performed in accoidance with the provisions of this Agreement, and E) For all payments include an estimate of the peiceritage of woik completed 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 appiove 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 unieasonably withheld If CITY does not approve an invoice, CITY shall notify CONSULTANT in writing of the ieasons for non-appioval 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, of has been brought Exhibit B into compliance, or until this Agreement has expired or is terminated as provided he) ein 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 2 Exhibit B EXIMIT "B" Payment Schedule (Fixed Fee Payment) I CONSULTANT shall be entitled to monthly progress payments toward the fixed fee set forth herein in accordance with the following piogiess 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 identif}, 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, 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; and E) For all payments include an estimate of the pet centage of work completed Upon submission of any such invoice, if CITY is satisfied that CONSULTANT is making satisfactoiy progress towaid 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 unseasonably 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 accutate 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 Exhibit B