HomeMy WebLinkAboutZ Group Communications 2012-09-25.
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AGREEMENTfOR
PROFESSIONAL CONSULTING SERVICES
�Design Professional�
This Agreement, made and entered inro this 25th day of Seotember, 2012 ("Effective Date"),
by and between CITY OF UKIAH, CALIFORNIA, hereinafter referred to as "Cdy" and Z Group '
Communications. a corporation organrzed and in good standiny under the laws of the state of Texas.
heremafter referred tc a; "Consultant"
RECITALS
This Agreement is predicated on the following facts:
a. Gity requires consulting services related to the branding, graphic design, and website
conslruction for Visit Ukiah
b. Consuttant represents that rt has the qualficalions. skills, experience and prope�ly licensed to
provide these services, and is willing to provide them according to the lertns of this
Agreement.
� c. Ciry and Consultant agree upon [he Scope-of-Work and Work Schedule attached hereto as
Attachment "A": descnbing contract prowsions for the project and setting forth the completion
dates for the vanous services to be provided pursuant to this AgreemenL I
TERMS OFAGREEMENT
1.0 DESCRIPTION OF PROJECT
1.1 The Project is descnbed in detail �n the attached Scope-of-Wortc (Attachmeni"A")
2.0 SCOPE OF SERVICES
2.1 As set forth in Attachment "A".
2.2. Additional Services. Additional services, if any, shall only proceed upon written agreement
between City and Consultant. The written Agreemenl shall be in the torm of an Amendment to
Ihis Agreement I�
3.0 CONDUCT OF WORK �
3.1 Time of Comoletion. Consultant shall commence performance of servlces as required by the I,
Scope-of-Work upon receipt of a Notice to Proceed from City and shall complete such services
within 120 days from receipt of the Notice to Proceed. Consultant shall complele the work to
the City's reasonable satisfaction, even rf contract disputes arise or Consultant contends it is
entitled to further compensation. I
4 0 COMPENSATION FOR SERVICES
4.1 Basis for Comoensation. For the performance ot the professional services of lhis Agreement,
Consultant shall be compensated in the amount of 521,000.00, spread amongst 3 equal �
payments ($7.000 at project ini6atfon. 57,000 al project mid-point, and S7,000 upon project i
completion), which shall indude all direct and indirect cos[s and expenses of every kind or
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nature. Consultant shall complete Ihe Scope of bVork set forth ui A;tachmen( A for the
compensation set forth herein.
42 Chanoes. Should changes in compensation be required because of changes lo the Scope-of-
Work of this Agreemen[, the pa�ties shall agree in writing to any changes in compensation. I
"Changes to the Scope-of-WoAc" means different activities than those described in Attachment
"A" and not additional time to r.omplete those activRies than the parties anticipated on the date
they entered lhis Agreement I
4.3 Sub-contractor PavmenL The use of sub-consultants or other services to perform a portion of I�
the work of this Agreement shall be approved by City pnor to commenceme�t of work. The I
cost of sub-consullants shall be fncluded within guaranteed nobto-exceed amount set forth in I
Section 4.1. j
4A Terms of Pavment Payment to Cunsultant for services rendered in accordance with this
contract shall be based upon submissfon of invoices for the work satisfacronly performed pnor
to the date of invoice less any amount already paitl to Consultant, which amounts shall be due
and payable thirty (30) days after receipt by Ciry. The invoices shall provide a descnption of
each item of work performed, the time expended to perform each task, the fees charged tor
that task, and the direcl expenses incurced and billed foc Invoices shall be accompanied by
documentation sufficient to enable Cfty to determine progress made and the expenses
claimed.
5.0 ASSURANCES OF CONSULTANT
5.1 Indeuenden! Contractor. Consullant is an independent contractor and is solely responsible for
its acts or omissions. Consultant (including its agents, servants. and employees) is not Ciry's
agent. employee. or representative for any purpose.
It is the express intention of the parties hereto that Consuitant is an independent conVactor
and not an employee, joint venturer, or partner of City for any purpose whatsoevec City shall
have no right to, and shall not conlrol the manner or prescnbe the melhod of accomplishing
those services con[racted fo and performed by Consultant under this Agreement, and the
general pubiic and all govemmental agencies regulating such activity shall be so informed
Those provisions of this Agreement that reserve ultimate authonty in City have been inserted
solely to achieve compliance wi[h federal and state laws, rules. regulations. and interpretations
thereof No such provisions and no other provisions of lhis Agreement shall be interpreted or
construed as creating or estab�ishing the relationship of emptoyer and employee between
Consultant and City. �.
Consultant shall pay all estimated and actual federal and state income and self-employment i
taxes that are due the sta[e and federal govemment and shalf fumish and pay worker's
compensation insurance. unemployment insurance and any other benefits required by law for
himself and his employees, if any Consullant agrees to indemndy and hold City and its
officers. agents and employees harmless from and against any claims or demands by tederal,
state or local govemment agencies for any such taxes or 6enefits due but not paid by
Consultant. inciuding the legal costs associated with defending against any audit, claim,
demand or law suit.
Consul[ant warrants and represents that il is a properly licensed professional or professional
organization with a substantial investment in its business aad that it maintains its own offices
and staff which it will use in perfortning under this Agreement
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I 52 Conflict of InteresL Consuttant understands that its professional responsibiliry is solely to Crty.
Consultant has no interest and will not acquire any direct or indirecl interest that would conFlicl
with its performance of the Agreement. Consultant shall not in the performance of this
Agreement employ a person having such an interest. If the City Manager determines that the
Consultant has a disclosure obligation under the City's �ocal conflicl of interest code, the
Consultant shall file lhe required disciosure fo�m with the City Clerk within 10 days of being
notified of the City Manager's determination.
6A INDEMNIFICATION
6.1 Insurance LiabiliN Without limiting Consultant's obligations arising under Paragraph 62
Consultant shall not begin work under this Agreement unlil it procures and maintains for the
full period of time allowed by law, surviving the termination of thls Agreement insurance
, against claims for injunes to persons or damages to property, which may arise from or in
connection with its performance under this Agreement.
A. Minimum Sco�e of Insurance
Coverege shall be at least as broad as-.
L Insurance Services Office ("ISOj Commercial General Liabitity Coverage Form
No. CG 20 10 10 01 and Commercial General Liability Coverage - Completed
Operations Form No. CG 20 37 10 01
2. ISO Form No. CA 0001 (Ed. 1/87) covering Automobile Liability, Code 1 "any I
auto"or Code 8. 9 rf no owned autos and endorsement CA 0025.
3 Worker's Compensation Insurance as reqwred by the Labor Code of the State
' of California and Employers Liability Insurance.
4. Errors and Omissions liability insurance appropriate to [he consultanYs
profession. Archdects' and engineers' coverage is to be endorsed to include i
contractual iiability.
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B. Minimum �imits of Insurance I
Consultant shall maintain limits no less than:
1. General Liabilitv: 51.000,000 combined single limit per occunence for bodily
injury, personal injury and property damage including operations. products and
completed operations. If Commercfal General Liabilily Insurance or other fortn
with a general aggregate limit is used, the gene2l aggregate limit shall apply
separately to the work performed under this Agreement. or [he aggregate IimR
shall be hvice the prescribed per occurrence limit.
2 Automobile Liabilitv: $1,000,000 combined single limit per accident for bodiiy
injury and property damage.
3. Worker's Comoensation and Emolovers Liabilitv: Workers compensation limits
as required by the Labor Code of Ihe State of Califomia and Employers Liability
limits of 31,OOD.000 per accident.
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4. Errors and Omissions IiabillN 51,000,000 per occurtence
C. Deductibles and Self•InsureA Retentions
Any deductibles or seH-insured retentions must be declared lo and approved by the
City. At the option of the City, either the insurer shall reduce or eliminate such
deductibles or self-insured retentions as respects to ihe City, its officers, officials,
employees and volunteers: or the Consultant shall procure a bond guaranteeing
payment of losses and related investigations, Gaim administration and defense
expenses. i
D. Otherinsurance Prowsions �
The policies are to contain, or be endorsed to contain, the following provisions:
i Ganer�l Liabilitv and Automobile Liabiiity Coveraaes
a. The Ciry. ii officers, officials. employees and volunteers are ro be
covered as additional insureds as respects; liability ansing out of
activities performetl by or on behalf of the Consultant. products and
completed operations of the Consultant, premises owned, occupied or
used by the Consultant, or automobiles owned, hired or borrowed by the
Consultant for lhe full penod of time allowed by law, surviving lhe
termmation of this Agreement. The coverage shall contain no special
limitations on the scope-of-protecUOn afforded to the City. its officers,
officials. employees or volunteers
b. The Consultant's insurance coverage shall be primary insurance as
respects to the City. its officers, officials, employees and volunteers.
Any msurance or self-insurance maintained by the City, its officers,
officials, employees or volunteers shall be in excess of the ConsultanYs
insurance and shall not contribute with it.
c. Any failure to comply with reporting provisions of the policies shall not
aftect coverage provided to the City, its officers, o(ficials, employees or
volunteers.
d. The Consuflant's insurance shall apply separately to each insured
against whom claim is made or suit is brought. except with respect to
the limits of the insurer's liability.
2. Worker's Compensation and Emolovers LiabYlitv Coveraae I
The insurer shall agree to waive aii nghts ot subrogaLOn against the City, its
officers, officials. employees and volunteers for losses arising from ConsultanYs
performance of the work, pursuant to this Agreement.
3. Professional Liabilitv Coveraae
If written on a daims-made basis, the retroactivity date shall he the eHec6ve
date of this Agreement. The policy period shall eMend from a one year period
from the completion of the work perfortned under this agreemeni
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4 All Coveraaes
I e endorsed to state that
ach insurance olic re uired b this clause shal b
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coverage shall not be suspended, voided, canceted by either party, reduced in
coverage or in limits except after thirty (30) days prior written no[ice by certified
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mail, retum receipt requested. has been given to the City.
� E. Acceotabilitv of Insurers
Insurance is to be placed wUh admiried California insurers with an A.M. Best's rating of I
no less than A-for financial strength, AA for long-term credit reting and AMB-1 for i
shoA-term credit rating. �
F Verification of Coveraae II
Cons�dtant shall fumish the Ciry with Cer6ficates of Insurance and with original
Endorsements effecting coverage required by thfs Agreemenl. The CertAicat2s and
Endorsements for each insurance policy are to be signed by a person authorized by
that insurer to hind coverage on its behalf. The Certificates and Endorsements are to
be on forms provided or approved by the City. All Certificates and Endorsements are
to be received and approved by the City before Consultant begins the wodc of this
, AgreemenL The City reserves the right [o require complete. certfied copies of al�
required insurance policies, a[ any time !t Consultant fails to provide the coveragas
required herein. the Ciry shall have the nght. but not the obligation, to purchase any or
all of them. In that event, after notice to ConsuVtant lfiai City has paid the premium, She
cost of insurance may be deducted from the compensation othenvise due the
coniractor under the terms of this Coniract
G. Subcontractors I,
Consultant shall include all sub-contracrors or sub-consultants as insured under its �
polides or shall furnish separete certficates and endorsements for each sub-contractor
or sub-consultant All coverage for sub-contractors or sub-consultants shall be subject
to all insurance requirements set furth in this Paragraph 6.1.
62 Indemnification Notwithstanding [he foregoing insurance requirements. and in addifion
thereto. Consultant agrees. for the full period of time allowed by law. surviving the termination �
of this Agceement, to indemnify the City for arty claim, cost or liability that anses out of, or
, pertains to, or relates to any negligent act or omission or the willtul misconduct of Consultant
� and its agents in the pertarmance of services under this contract. but this indemnity does not
apply lo liabi6ty for damages for death or bodily injury to persons, injury to propeRy, or other
, loss, arising from the sofe negligence, willtul misconduct or defacts in design by the Ciry. or
' arising from the active negligence ot the C�ty.
� "Indemnify." as used herem includes the expenses of defending against a claim and the
payment of any settlement or �udgment arising oui o+ the claim Defense, costs Indude a�i
costs associated wilh defending the claim, including, but not limited to, the fees of ariomeys,
Investigators, consultants, experts and expert witnesses, and litigation expenses. i
References in this paragraph to City or Consultant, include their officers, employees, agents,
and subcontractors.
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7 0 CONTRACT PROVISIONS
7.1 Documents and Ownershi� of Work. All documents turnished to ConsWtant by Ciry and all
documents or reports and supportive data prepared by Consultant under this Agreement are
owned and become the property of the City upon their crealion and shall be given to City
immediately upon demand and at the completion of Consultant's services at no additional cost
to City. Deliverables are identified in ihe Scope-of-Work. Attachment "A". All documents
� produced by Consultant shall be furnished to City in digital format and hardcopy. Consultant
shall produce the digital format. using software and media approved by City.
72 Governina Law. Consultant shall comply with the laws and regulations of the United States,
the State of Califomia. and all local govemments having jurisdiction over this Agreement. The
' interpretation and enforcement of this Agreement shall be govemed by Califomia law and any
action arismg under or in connection with this Agreement must be(iled in a Courl of competent
jurisdicticr in Mendocino Counry
7.3 Entire AareemenL This Agreement plus its Attachment(s) a�d executed Amendments set
torth the entire understandmg between the parties.
7.4 Severabtlitv. It any term of this Agreement is held mvalid by a court of competent jurisdic[ion, i
the remainder of[his Agreement shall remain in effect ,
7 5 Modffica[ion No modrficaUOn of this Agreement is valid unless made with the agreement of
both parlies in wnting.
7.6 Assionment. ConsultanPs services are considered uNque and personal. Consuitant shall not
assign. transfer, or sub-contract its interest or obligatlon under all or any portion of this
Agreement without Ciry's prior written consenl.
77 Waiver. No waiver of a breach of any covenant, temi, or condition of ihis Agreement shall be
a waiver of any other or subsequent breach of the same or any olher covenant, term or
condition or a waiver of the covenant, term or condition ilsetf.
7.8 Termination. This Agreemenl may only be tertninated by either party 1) for breach of the
Agreement: 2) because funds are no longer available to pay Consultant for services provided
under this Agreement or 3) City has abandoned and does not wish to complete the project for
which Consultanl was retained. A paRy shall notify the other paAy o� any alleged breach oi
the Agreement and of the action required to cure the breach If the breaching party fails to
cure the breach within lhe lime spec�ed in the notice. the contract shall be terminated as of
that time. If terminaled for lack of funds or abandonment of the project, the contract shall
terminate cn the date notice of termination is given to ConsultanL Ciry shall pay the
Consultant only for services performed and expenses incurred as ot the effective termina6on
date. In such event, as a condition to payment, Consuitant shail provide to City all finished or
unfinished documents, data, studies, surveys, drawings, maps, modeis, photographs and
reports prepared by the Consultant under this Agreemenl Consullant shall be entltled to
receive juct and equitable compe�sation for any work satisfactonly completed hereunder.
subject to off-set for any direct or consequential damayes City may incur as a result of
ConsuftanPs breach of contract.
7.9 Duolicate Oriainals This Agreement may be executed in duplicate originals, each bearing the
original signature of the parties. When so signed, each such document shall be admissible in
administrative or judicial proceedings as proof of Ihe terms of the Agreement between the �
parties.
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8.0 NOTVCES
��I Any notice given under ihis Agreement shall be in wriung and deemed grven when personally .
delivered or deposited in the mail (certrfied or registeredj addressed to the parties as follows.
CITY OF UKIAH Z GROUP COMMUNICATIONS
MARY HORGER. PURCHASING SUPERVISOR JOHN AREND
300 SEMINARY AVENUE 2121 N. CALIFORNIA BLVD, STE 290
UKIAH. CALIFORNIA 95482-5400 WALNUT CREEK, CALIFORNIA 94596
9.Q SIGNATURES
IN WITNESS WHEREOF, Ihe parties have executed this Agreement the Effective Date
Z GROUP COMMUNICATIONS
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BY: �'/'� `� f� i�, ��I � �i
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PRINT NAME: T �yn 2i ' �:1
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IRS IDN Number
CIN�F UKtAH
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BY: C��'T.� 1���.-c��-�.��v /E' ,_3 / 2�
Date
�ITY MANAGER
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VISIT UKIAH PROJECT SCHEDULE
9/24/12
A i n Com len tion
Phase I
1. Project Plan and Timeline: Sep 4
2. Sort and Finalize Stakeholder Contacts Sep 7
3. Finalize Brand Survey [nstruments Sep 12
4. Finalize Secondary Research Review Sep 14 I
5. Schedule [DI's with Key Stakeholders Sep 21
6. Site Visit: Stakeholder Meetings in Ukiah Sep 24-26
7. Community Forum Sep 26
8. Execute Online Survey Sep 28
9. Conduct Stakeholder Telephone and Intercept Interviews Sep 25-Oct 3
Phase I[ '
8. Brand Promise - Draft Oct 10
9. Website: Site Map Oct 12
10. Site Visit: Brand Blueprint, Tagline and Imagery Oct 19 II
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11.Website: Design Concepts Oct 19
12. Brochure: Concepts Oct 19 I
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VISIT UKIAH PROJECT SCHEDULE
Page 2 of 2
13. Site Visit: Community Brand Rally Oct 30
Phase III
14. Website: Programming Oct 22-Nov 15
15. Brochure: Copywriting and Layout Oct 22-31
16. Website: Testing and Debugging Nov 15-22
17. Brochure: Final Production Proof Nov 15 '
18. Site Visit: Brand Style Guide Nov 27
19.Website: Training of Ukiah Staff Nov 27
20.Website: Launch Nov 27
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� VISIT UKIAH BRANDING, GRAPHIC DESIGN
and WEBSITE DEVELOPMENT
Fee Pro osal
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Z Group Communications
2121 N. California Blvd., Suite 290
Walnut Creek, C�1 ����6 �
(925) �)���I -062(� �
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Fee Proposal
Z Group recognizes the importance of this strategic branding initiative to the future growth of Ukiah and all its
stakeholders. To that end, we are anxious to earn the opportunity to get started on each of the critical steps which
must be undertaken over the next 45-90 days.
We also are sensitive to the budgetary guidelines of Ukiah and, therefore, propose thc following compensation
i structure for the strategic branding initiativc Based on our knowledgc of accounts such as yours, we estimate a
commitment of approximately 235 cumulative hours to execute the deliverables within the scope of services. This
proposal has been calculated based on a blended hourly rate of$90.
� StraYegic Branding Initiative Project Fee
Brand Assessment 25 hrs
Brand Promise/Blucprint 50 hrs
Brand Style Cuidc 60 hrs
WebsiteDesign/Programming 80hrs
Brochure Copy/Layout & Design 20 hrs
Travel/Account Service No Charee
Not-To-Exceed Total Fee: $21,000
� An hourly rate schedule also appears on the following page for your reference.
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group
COMPENSATION
Z Group is comfortable working with our clients under a variety of compensation models. Typically, for
accounts such as the City of Ukiah, our clients find that a pre-negotiated project fee yields the best value.
Listed below are Z Group's hourly rates for reference.
Hourly Rate Schedule
` Creative Concepts.........................................................$ ]25 per hour
' Copywriting.................................................................$ 100 per hour
` Account Management....................................................$ ]00 per hour
` Account Planning..........................................................$ 75 per hour
" Art Dimction/Dcsign.....................................................$ 100 per hour
' Interactive/Web/Multimedia...........................................$ 125perhour
� Production Coordination.................................................$ 50 per hour
PuUlic Relations.............................................................$ 100 per hour
' Research......................................................................$ 75 per hour
` Media Planning..............................................................$ 75 per hour
Media Buying..............................................................Commissioned
" These services are provided at no hourly charge when a clicnt is operating under an approved fee
arrangement with Z Group. Time sheets will be provided to clients for inspection upon request.
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