HomeMy WebLinkAboutItem 4.2 - 1459 The Wave Advertising and Marketing Plan – C
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STAFF REPORT
CITY COUNCIL
DATE: June 20, 2017
TO: Honorable Mayor and City Councilmembers
FROM:
Christopher L. Foss, City Manager
SUBJECT:
Agreement with 3i Advertising for The Wave Advertising and Marketing
Services Opening Season
Prepared by: M. Cronin, Assist. Director of Parks and Community Services
EXECUTIVE SUMMARY:
The City Council will consider approving the 3i Advertising LLC Agreement to support
The Wave.
STAFF RECOMMENDATION:
Adopt the Resolution Approving the Consulting Services Agreement with 3i Advertising
LLC.
FINANCIAL IMPACT:
Funding to support the scope of work of $60,000 has been appropriated in the Parks
and Community Services Fiscal Year 2017-18 Adopted Operating Budget.
DESCRIPTION:
In February 2016, the City issued a Request for Proposals for advertising and marketing
services related to the opening of The Wave. 3i Advertising/Public Relations (3i) was
the only applicant to respond to the bid and was subsequently awarded the service
contract through the opening of the facility.
As The Wave enters its first season, Staff would like to continue the advertising and
marketing campaign with 3i through December, 2018. With an agreement term of
eighteen months, services will focus on designing, constructing and evaluating
admission offerings such as season passes and group sales. Additionally, 3i will initiate
the development of sponsorships and brand awareness, develop and execute multi-
media advertising plans, and create media plans reflective of key metri cs. Use of social
media platforms such as Facebook, Twitter, You Tube and Instagram will be
coordinated by 3i with City Staff to support community outreach for The Wave.
Approval of this agreement will allow City Staff to focus on daily and special event tasks
at The Wave to support resident experiences at the facility.
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NOTICING REQUIREMENTS/PUBLIC OUTREACH:
None.
ATTACHMENTS:
1. Resolution Approving the Consulting Service Agreement Between the City of Dublin
and 3i Advertising LLC
2. Exhibit A to the Resolution: Consulting Services Agreement Between the City of
Dublin and 3i Advertising LLC
ATTACHMENT 1
RESOLUTION NO. xx–17
A RESOLUTION OF THE CITY COUNCIL
OF THE CITY OF DUBLIN
* * * * * * * * *
APPROVING THE CONSULTING SERVICES AGREEMENT WITH 3i ADVERTISING LLC
WHEREAS, in February 2016 the City issued a Request for Proposal for advertising and
marketing services related to the opening of the Emerald Glen Recreation and Aquatic Complex
(The Wave); and subsequently awarded the service contract to 3i Advertising LLC; and
WHEREAS, the City opened The Wave on May 27, 2017; and
WHEREAS, the City desires to enter into a new agreement with 3i Advertising LLC to
perform advertising and marketing services for The Wave operations throughout its opening
season.
NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Dublin
hereby approves the Consulting Services Agreement with 3i Advertising LLC, as attached
hereto as Exhibit A, and authorizes the City Manager to execute the agreement.
PASSED, APPROVED AND ADOPTED this 20th day of June 2017.
AYES:
NOES:
ABSENT:
ABSTAIN:
________________________________________
Mayor
ATTEST:
_______________________________________
City Clerk
(ver.2015)
Consulting Services Agreement between July 2017
City of Dublin and 3i Advertising LLC Page 1 of 14
CONSULTING SERVICES AGREEMENT BETWEEN
THE CITY OF DUBLIN AND
3i ADVERTISING LLC
THIS AGREEMENT for consulting services is made by and between the City of Dublin (“City”) and
3i Advertising LLC dba 3i Advertising/PR, a Florida Limited Liability Corporation (“Consultant”) as of July 1,
2017.
Section 1. SERVICES. Subject to the terms and conditions set forth in this Agreement, Consultant
shall provide to City the services described in the Scope of Work attached as Exhibit A at the time and
place and in the manner specified therein. In the event of a conflict in or inconsistency between the terms
of this Agreement and Exhibit A, the Agreement shall prevail.
1.1 Term of Services. The term of this Agreement shall begin on the date first noted above
and shall end on December 31, 2018, the date of completion specified in Exhibit A, and
Consultant shall complete the work described in Exhibit A prior to that date, unless the
term of the Agreement is otherwise terminated or extended, as provided for in Section 8 .
The time provided to Consultant to complete the services required by this Agreement shall
not affect the City’s right to terminate the Agreement, as provided for in Section 8.
1.2 Standard of Performance. Consultant shall perform all services required pursuant to this
Agreement in the manner and according to the standards observed by a competent
practitioner of the profession in which Consultant is engaged in the geographical area in
which Consultant practices its profession. Consultant shall prepar e all work products
required by this Agreement in a substantial, first -class manner and shall conform to the
standards of quality normally observed by a person practicing in Consultant's profession.
1.3 Assignment of Personnel. Consultant shall assign only competent personnel to perform
services pursuant to this Agreement. In the event that City, in its sole discretion, at any
time during the term of this Agreement, desires the reassignment of any such persons,
Consultant shall, immediately upon receiving notice from City of such desire of City,
reassign such person or persons.
1.4 Time. Consultant shall devote such time to the performance of services pursuant to this
Agreement as may be reasonably necessary to meet the standard of performance
provided in Section 1.1 above and to satisfy Consultant’s obligations hereunder.
Section 2. COMPENSATION. City hereby agrees to pay Consultant a sum not to exceed Sixty
Thousand dollars ($60,000), notwithstanding any contrary indications that may be contained in Consultant’s
proposal, for services to be performed and reimbursable costs incurred under this Agreement. In the event
of a conflict between this Agreement and Consultant’s proposal, attached as Exhibit A, regarding the
amount of compensation, the Agreement shall prevail. City shall pay Consultant for services rendered
pursuant to this Agreement at the time and in the manner set forth herein. The payments specified below
shall be the only payments from City to Consultant for services rendered pursuant to this Agreement.
Exhibit A to the Resolution
(ver.2015)
Consulting Services Agreement between July 2017
City of Dublin and 3i Advertising LLC Page 2 of 14
Consultant shall submit all invoices to City in the manner specified herein. Except as specifically
authorized by City, Consultant shall not bill City for duplicate services performed by more than one person.
Consultant and City acknowledge and agree that compensation paid by City to Consultant under this
Agreement is based upon Consultant’s estimated costs of providing the services required hereunder,
including salaries and benefits of employees and subcontractors of Consultant. Conseq uently, the parties
further agree that compensation hereunder is intended to include the costs of contributions to any pensions
and/or annuities to which Consultant and its employees, agents, and subcontractors may be eligible. City
therefore has no responsibility for such contributions beyond compensation required under this Agreement.
2.1 Invoices. Consultant shall submit invoices, not more often than once a month during the
term of this Agreement, based on the cost for services performed and reimbursable costs
incurred prior to the invoice date. No individual performing work under this Contract shall
bill more than 2,000 hours in a fiscal year unless approved, in writing, by the City Manager
or his/her designee. Invoices shall contain the following information:
Serial identifications of progress bills; i.e., Progress Bill No. 1 for the first invoice,
etc.;
The beginning and ending dates of the billing period;
A copy of the applicable time entries or timesheets shall be submitted showing the
following:
o Daily logs of total hours worked by each individual performing work under
this Contract
o Hours must be logged in increments of tenths of an hour or quarter hours
o If this Contract covers multiple projects, all hours must also be logged by
project assignment
o A brief description of the work, and each reimbursable expense
A Task Summary containing the original contract amount, the amount of prior
billings, the total due this period, the balance available under the Agreement, and
the percentage of completion;
The total number of hours worked performed under the Agreement by Consultant
and each employee, agent, and subcontractor of Consulting performing services
hereunder, as well as a separate notice when the total number of hours of work by
Consultant and any individual employee, agent, or subcontractor of Consultant or
exceeds 800 hours, which shall include an estimate of the time necessary to
complete the work described in Exhibit A;
The Consultant’s signature.
2.2 Monthly Payment. City shall make monthly payments, based on invoices received, for
services satisfactorily performed, and for authorized reimbursable costs incurred. City
shall have 30 days from the receipt of an invoice that complies with all of the requirements
above to pay Consultant.
(ver.2015)
Consulting Services Agreement between July 2017
City of Dublin and 3i Advertising LLC Page 3 of 14
2.3 Total Payment. City shall pay for the services to be rendered by Consultant pursuant to
this Agreement. City shall not pay any additional sum for any expense or cost whatsoever
incurred by Consultant in rendering services pursuant to this Agreement. City shall make
no payment for any extra, further, or additional service pursuant to this Agreement.
In no event shall Consultant submit any invoice for an amount in excess of the maximum
amount of compensation provided above either for a task or for the entire Agreement,
unless the Agreement is modified prior to the submission of such an invoice by a properly
executed change order or amendment.
2.4 Hourly Fees. Fees for work performed by Consultant on an hourly basis shall not exceed
the amounts shown on the fee schedule set forth on the compensation scheduled attached
as Exhibit B if applicable.
2.5 Reimbursable Expenses. If applicable reimbursable expenses specified below shall not
exceed costs provided below. Expenses not listed below are not cha rgeable to the City.
Reimbursable expenses are included in the total amount of compensation provided under
this Agreement and shall not be exceeded.
List Reimbursable Expenses if Any
2.6 Payment of Taxes. Consultant is solely responsible for the payment of employment taxes
incurred under this Agreement and any similar federal or state taxes.
2.7 Payment upon Termination. In the event that the City or Consultant terminates this
Agreement pursuant to Section 8, the City shall compensate the Con sultant for all
outstanding costs and reimbursable expenses incurred for work satisfactorily completed as
of the date of written notice of termination. Consultant shall maintain adequate logs and
timesheets in order to verify costs incurred to that date.
2.8 Authorization to Perform Services. The Consultant is not authorized to perform any
services or incur any costs whatsoever under the terms of this Agreement until receipt of
authorization from the Contract Administrator.
Section 3. FACILITIES AND EQUIPMENT. Except as set forth herein, Consultant shall, at its sole
cost and expense, provide all facilities and equipment that may be necessary to perform the services
required by this Agreement. City shall make available to Consultant only the facilities and equipment listed
in this section, and only under the terms and conditions set forth herein.
City shall furnish physical facilities such as desks, filing cabinets, and conference space, as may be
reasonably necessary for Consultant’s use while consulting with City employees and reviewing records and
the information in possession of the City. The location, quantity, and time of furnishing those facilities shall
be in the sole discretion of City. In no event shall City be obligated to furnish any facil ity that may involve
(ver.2015)
Consulting Services Agreement between July 2017
City of Dublin and 3i Advertising LLC Page 4 of 14
incurring any direct expense, including but not limited to computer, long -distance telephone or other
communication charges, vehicles, and reproduction facilities.
Section 4. INSURANCE REQUIREMENTS. Before beginning any work under this Agreement,
Consultant, at its own cost and expense, shall procure "occurrence coverage" insurance against claims for
injuries to persons or damages to property that may arise from or in connection with the performance of the
work hereunder by the Consultant and its agents, representatives, employees, and subcontractors.
Consultant shall provide proof satisfactory to City of such insurance that meets the requirements of this
section and under forms of insurance satisfactory in all respects to the City. Consultant shall maintain the
insurance policies required by this section throughout the term of this Agreement. The cost of such
insurance shall be included in the Consultant's bid. Consultant shall not allow any subcontractor to
commence work on any subcontract until Consultant has obtained all insurance required herein for the
subcontractor(s) and provided evidence thereof to City. Verification of the required insurance shall be
submitted and made part of this Agreement prior to execution.
It shall be a requirement under this Agreement that any available insurance proceeds broader than or in
excess of the specified minimum insurance coverage requirements and/or limits shall be available to City
as an additional insured. Furthermore, the requirements for coverage and limits shall be (1) the minimum
coverage and limits specified in this Agreement; or (2) the broader coverage and maximum limits of
coverage of any insurance policy or proceeds available to the named insured; whichever is greater. The
additional insured coverage under the Consultant’s policy shall be “primary and non -contributory” and will
not seek contribution from City’s insurance or self-insurance and shall be at least as broad as CG 20 01 04
12. In the event Consultant fails to maintain coverage as required by this Agreement, City at its sole
discretion may purchase the coverage required and the cost will be paid by Consultant. Failure to exercise
this right shall not constitute a waiver of right to exercise later. Each insurance polic y shall include an
endorsement providing that it shall not be cancelled, changed, or allowed to lapse without at least thirty (30)
days’ prior written notice to City of such cancellation, change, or lapse.
4.1 Workers’ Compensation. Consultant shall, at its sole cost and expense, maintain
Statutory Workers’ Compensation Insurance and Employer’s Liability Insurance for any
and all persons employed directly or indirectly by Consultant. The Statutory Workers’
Compensation Insurance and Employer’s Liability Insurance shall be provided with limits of
not less than ONE MILLION DOLLARS ($1,000,000.00) per accident. In the alternative,
Consultant may rely on a self-insurance program to meet those requirements, but only if
the program of self-insurance complies fully with the provisions of the California Labor
Code. Determination of whether a self-insurance program meets the standards of the
Labor Code shall be solely in the discretion of the Contract Administrator. The insurer, if
insurance is provided, or the Consultant, if a program of self-insurance is provided, shall
waive all rights of subrogation against the City and its officers, officials, employees, and
volunteers for loss arising from work performed under this Agreement.
An endorsement shall state that coverage shall not be canceled except after thirty (30)
days' prior written notice by certified mail, return receipt requested, has been given to the
(ver.2015)
Consulting Services Agreement between July 2017
City of Dublin and 3i Advertising LLC Page 5 of 14
City. Consultant shall notify City within 14 days of notification from Consultant’s insurer if
such coverage is suspended, voided or reduced in coverage or in limits.
4.2 Commercial General and Automobile Liability Insurance.
4.2.1 General requirements. Consultant, at its own cost and expense, shall maintain
commercial general and automobile liability insurance for the term of this
Agreement in an amount not less than ONE MILLION DOLLARS ($1,000,000.00)
per occurrence, combined single limit coverage for risks associated with the work
contemplated by this Agreement. If a Commercial General Liability Insu rance or an
Automobile Liability form or other form with a general aggregate limit is used,
either the general aggregate limit shall apply separately to the work to be
performed under this Agreement or the general aggregate limit shall be at least
twice the required occurrence limit. Such coverage shall include but shall not be
limited to, protection against claims arising from bodily and personal injury,
including death resulting therefrom, and damage to property resulting from
activities contemplated under this Agreement, including the use of owned and non -
owned automobiles.
4.2.2 Minimum scope of coverage. Commercial general coverage shall be at least as
broad as Insurance Services Office Commercial General Liability occurrence form
CG 0001. Automobile coverage shall be at least as broad as Insurance Services
Office Automobile Liability form CA 0001 Code 1 (“any auto”).
4.2.3 Additional requirements. Each of the following shall be included in the
insurance coverage or added as an endorsement to the policy:
a. City and its officers, employees, agents, and volunteers shall be covered
as additional insureds with respect to each of the following: liability arising
out of activities performed by or on behalf of Consultant, including the
insured’s general supervision of Consultant; products and completed
operations of Consultant; premises owned, occupied, or used by
Consultant; and automobiles owned, leased, or used by the Consultant.
The coverage shall contain no special limitations on the scope of
protection afforded to City or its officers, employees, agents, or
volunteers.
b. The insurance shall cover on an occurrence or an accident basis, and not
on a claims-made basis.
c. An endorsement must state that coverage is primary insurance with
respect to the City and its officers, officials, employees and volunteers,
and that no insurance or self-insurance maintained by the City shall be
called upon to contribute to a loss under the coverage.
(ver.2015)
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City of Dublin and 3i Advertising LLC Page 6 of 14
d. Any failure of CONSULTANT to comply with reporting provisions of the
policy shall not affect coverage provided to CITY and its officers,
employees, agents, and volunteers.
e. An endorsement shall state that coverage shall not be canceled except
after thirty (30) days' prior written notice by certified mail, return receipt
requested, has been given to the City. Consultant shall notify City within
14 days of notification from Consultant’s insurer if such coverage is
suspended, voided or reduced in coverage or in limits.
4.3 Professional Liability Insurance (If Applicable). Consultant, at its own cost and
expense, shall maintain for the period covered by this Agreement professional liability
insurance for licensed professionals performing work pursuant to this Agreement in an
amount not less than ONE MILLION DOLLARS ($1,000,000) covering the licensed
professionals’ errors and omissions.
4.3.1 Any deductible or self-insured retention shall not exceed $50,000 per claim.
4.3.2 An endorsement shall state that coverage shall not be suspended, voided,
canceled by either party, reduced in coverage or in limits, except after thirty (30)
days' prior written notice by certified mail, return receipt requested, has been given
to the City.
4.3.3 The policy must contain a cross liability or severability of interest clause.
4.3.4 The following provisions shall apply if the professional liability coverages are
written on a claims-made form:
a. The retroactive date of the policy must be shown and must be before the
date of the Agreement.
b. Insurance must be maintained and eviden ce of insurance must be
provided for at least five years after completion of the Agreement or the
work, so long as commercially available at reasonable rates.
c. If coverage is canceled or not renewed and it is not replaced with another
claims-made policy form with a retroactive date that precedes the date of
this Agreement, Consultant must provide extended reporting coverage for
a minimum of five years after completion of the Agreement or the work.
The City shall have the right to exercise, at the Consul tant’s sole cost and
expense, any extended reporting provisions of the policy, if the Consultant
cancels or does not renew the coverage.
(ver.2015)
Consulting Services Agreement between July 2017
City of Dublin and 3i Advertising LLC Page 7 of 14
d. A copy of the claim reporting requirements must be submitted to the City
prior to the commencement of any work under this Agreement.
4.4 All Policies Requirements.
4.4.1 Acceptability of insurers. All insurance required by this section is to be placed
with insurers with a Bests' rating of no less than A:VII.
4.4.2 Verification of coverage. Prior to beginning any work under this Agreement,
Consultant shall furnish City with certificates of insurance and with original
endorsements effecting coverage required herein. The certificates and
endorsements for each insurance policy are to be signed by a person authorized
by that insurer to bind coverage on its behalf. The City reserves the right to
require complete, certified copies of all required insurance policies and
endorsements. Failure to exercise this right shall not constitute a waiver of right to
exercise later.
4.4.3 Subcontractors. Consultant agrees to include with all subcontractors in their
subcontract the same requirements and provisions of this Agreement including the
Indemnification and Insurance requirements to the extent they apply to the scope
of the Subcontractor’s work. Subcontractors hired by Consultant agree to be
bound to Consultant and the City in the same manner and to the same extent as
Consultant is bound to the City under the Contract Documents. Subcontractor
further agrees to include these same provisions with any Sub-subcontractor. A
copy of the Owner Contract Document Indemnity and Insurance provisions will be
furnished to the Subcontractor upon request. The General Contractor shall require
all subcontractors to provide a valid certificate of insurance and the required
endorsements included in the agreement prior to commencement of any work and
will provide proof of compliance to the City.
4.4.4 Variation. The City may approve a variation in the foregoing insurance
requirements, upon a determination that the coverages, scope, limits, and forms of
such insurance are either not commercially available, or that the City’s interests
are otherwise fully protected.
4.4.5 Deductibles and Self-Insured Retentions. All self-insured retentions (SIR)
and/or deductibles must be disclosed to the City for approval and shall not reduce
the limits of liability. Policies containing any self-insured retention provision and/or
deductibles shall provide or be endorsed to provide that the SIR and/or
deductibles may be satisfied by either the named insured or the City.
4.4.6 Excess Insurance. The limits of insurance required in this Agreement may be
satisfied by a combination of primary and umbrella or excess insurance. Any
umbrella or excess insurance shall contain or be endorsed to contain a provision
(ver.2015)
Consulting Services Agreement between July 2017
City of Dublin and 3i Advertising LLC Page 8 of 14
that such coverage shall also apply on a primary and non-contributory basis for the
benefit of City (if agreed to in a written contract or agreement) before City’s own
insurance or self-insurance shall be called upon to protect City as a named
insured.
4.4.7 Notice of Reduction in Coverage. In the event that any coverage required by
this section is reduced, limited, or materially affected in any other manner,
Consultant shall provide written notice to City at Consultant’s earliest possible
opportunity and in no case later than five days after Consultant is notified of the
change in coverage.
4.5 Remedies. In addition to any other remedies City may have if Consultant fails to provide
or maintain any insurance policies or policy endorsements to the extent and within the time
herein required, City may, at its sole option exercise any of the following remedies, which
are alternatives to other remedies City may have and are not the exclusive remedy for
Consultant’s breach:
Obtain such insurance and deduct and retain the amount of the premiums for such
insurance from any sums due under the Agreement;
Order Consultant to stop work under this Agreement or withhold any payment that
becomes due to Consultant hereunde r, or both stop work and withhold any payment,
until Consultant demonstrates compliance with the requirements hereof; and/or
Terminate this Agreement.
Section 5. INDEMNIFICATION AND CONSULTANT’S RESPONSIBILITIES.
To the maximum extent allowed by law, Consultant shall indemnify, keep and save harmless the City, and
City Councilmembers, officers, agents and employees against any and all suits, claims or actions arising
out of any injury to persons or property, including death, that may occur, or that ma y be alleged to have
occurred, in the course of the performance of this Agreement by a negligent act or omission or wrongful
misconduct of the Consultant or its employees, subcontractors or agents. Consultant further agrees to
defend any and all such actions, suits or claims and pay all charges of attorneys and all other costs and
expenses arising therefrom or incurred in connection therewith; and if any judgment be rendered against
the City or any of the other individuals enumerated above in any such acti on, Consultant shall, at its
expense, satisfy and discharge the same. Consultant’s responsibility for such defense and indemnity
obligations shall survive the termination or completion of this Agreement for the full period of time allowed
by law. The defense and indemnification obligations of this Agreement are undertaken in addition to, and
shall not in any way be limited by, the insurance obligations contained in this Agreement.
In the event that Consultant or any employee, agent, or subcontractor of Consultant providing services
under this Agreement is determined by a court of competent jurisdiction or the California Public Employees
Retirement System (PERS) to be eligible for enrollment in PERS as an employee of City, Consultant shall
(ver.2015)
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City of Dublin and 3i Advertising LLC Page 9 of 14
indemnify, defend, and hold harmless City for the payment of any employee and/or employer contributions
for PERS benefits on behalf of Consultant or its employees, agents, or subcontractors, as well as for the
payment of any penalties and interest on such contributions, which would otherwise be the responsibility of
City.
Consultant/Subcontractor’s responsibility for such defense and indemnity obligations shall survive the
termination or completion of this Agreement for the full period of time allowed by law.
Section 6. STATUS OF CONSULTANT.
6.1 Independent Contractor. At all times during the term of this Agreement, Consultant shall
be an independent contractor and shall not be an employee of City. City shall have the
right to control Consultant only insofar as the results of Consultant's services rendered
pursuant to this Agreement and assignment of personnel pursuant to Subparagraph 1.3;
however, otherwise City shall not have the right to control the means by which Consultant
accomplishes services rendered pursuant to this Agreement. Notwithstanding any other
City, state, or federal policy, rule, regulation, law, or ordinance to the contrary, Consultant
and any of its employees, agents, and subcontractors providing services under this
Agreement shall not qualify for or become entitled to, and hereby agree to waive any and
all claims to, any compensation, benefit, or any incident of employment by City, including
but not limited to eligibility to enroll in the California Public Employees Retirement System
(PERS) as an employee of City and entitlement to any contribution to be paid by City for
employer contributions and/or employee contributions for PERS benefits.
6.2 Consultant No Agent. Except as City may specify in writing, Consultant shall have no
authority, express or implied, to act on behalf of City in any capacity whatsoever as an
agent. Consultant shall have no authority, express or implied, pursuant to this Agreement
to bind City to any obligation whatsoever.
Section 7. LEGAL REQUIREMENTS.
7.1 Governing Law. The laws of the State of California shall govern this Agreement.
7.2 Compliance with Applicable Laws. Consultant and any subcontractors shall comply with
all laws applicable to the performance of the work hereunder.
7.3 Other Governmental Regulations. To the extent that this Agreement may be funded by
fiscal assistance from another governmental entity, Consultant and any subcontractors
shall comply with all applicable rules and regulations to which City is bound by the terms of
such fiscal assistance program.
7.4 Licenses and Permits. Consultant represents and warrants to City that Consultant and
its employees, agents, and any subcontractors have all licenses, permits, qualifications,
and approvals of whatsoever nature that are legally required to pra ctice their respective
(ver.2015)
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City of Dublin and 3i Advertising LLC Page 10 of 14
professions. Consultant represents and warrants to City that Consultant and its
employees, agents, any subcontractors shall, at their sole cost and expense, keep in effect
at all times during the term of this Agreement any licenses, permits, and approvals that are
legally required to practice their respective professions. In addition to the foregoing,
Consultant and any subcontractors shall obtain and maintain during the term of this
Agreement valid Business Licenses from City.
7.5 Nondiscrimination and Equal Opportunity. Consultant shall not discriminate, on the
basis of a person’s race, religion, color, national origin, age, physical or mental handicap or
disability, medical condition, marital status, sex, or sexual orientation, against any
employee, applicant for employment, subcontractor, bidder for a subcontract, or participant
in, recipient of, or applicant for any services or programs provided by Consultant under this
Agreement. Consultant shall comply with all applicable federal, state, and local laws,
policies, rules, and requirements related to equal opportunity and nondiscrimination in
employment, contracting, and the provision of any services that are the subject of this
Agreement, including but not limited to the satisf action of any positive obligations required
of Consultant thereby.
Consultant shall include the provisions of this Subsection in any subcontract approved by
the Contract Administrator or this Agreement.
Section 8. TERMINATION AND MODIFICATION.
8.1 Termination. City may cancel this Agreement at any time and without cause upon written
notification to Consultant.
Consultant may cancel this Agreement upon thirty days’ written notice to City and shall
include in such notice the reasons for cancellation.
In the event of termination, Consultant shall be entitled to compensation for services
performed to the effective date of termination; City, however, may condition payment of
such compensation upon Consultant delivering to City any or all documents, phot ographs,
computer software, video and audio tapes, and other materials provided to Consultant or
prepared by or for Consultant or the City in connection with this Agreement.
8.2 Extension. City may, in its sole and exclusive discretion, extend the end da te of this
Agreement beyond that provided for in Subsection 1.1. Any such extension shall require a
written amendment to this Agreement, as provided for herein. Consultant understands and
agrees that, if City grants such an extension, City shall have no obligation to provide
Consultant with compensation beyond the maximum amount provided for in this
Agreement. Similarly, unless authorized by the Contract Administrator, City shall have no
obligation to reimburse Consultant for any otherwise reimbursable e xpenses incurred
during the extension period.
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8.3 Amendments. The parties may amend this Agreement only by a writing signed by all the
parties.
8.4 Assignment and Subcontracting. City and Consultant recognize and agree that this
Agreement contemplates personal performance by Consultant and is based upon a
determination of Consultant’s unique personal competence, experience, and specialized
personal knowledge. Moreover, a substantial inducement to City for entering into this
Agreement was and is the professional reputation and competence of Consultant.
Consultant may not assign this Agreement or any interest therein without the prior written
approval of the Contract Administrator. Consultant shall not subcontract any portion of the
performance contemplated and provided for herein, other than to the subcontractors noted
in the proposal, without prior written approval of the Contract Administrator.
8.5 Survival. All obligations arising prior to the termination of this Agreement and all
provisions of this Agreement allocating liability between City and Consultant shall survive
the termination of this Agreement.
8.6 Options upon Breach by Consultant. If Consultant materially breaches any of the terms
of this Agreement, City’s remedies shall included, but not be limited to, the following:
8.6.1 Immediately terminate the Agreement;
8.6.2 Retain the plans, specifications, drawings, reports, design documents, and any
other work product prepared by Consultant pursuant to this Agreement;
8.6.3 Retain a different consultant to complete the work described in Exhibit A not
finished by Consultant; or
8.6.4 Charge Consultant the difference between the cost to complete the work
described in Exhibit A that is unfinished at the time of breach and the amount that
City would have paid Consultant pursuant to Section 2 if Consultant had
completed the work.
Section 9. KEEPING AND STATUS OF RECORDS.
9.1 Records Created as Part of Consultant’s Performance. All reports, data, maps,
models, charts, studies, surveys, photographs, memoranda, plans, studies, specifications,
records, files, or any other documents or materials, in electronic or any other form, that
Consultant prepares or obtains pursuant to this Agreement and that relate to the matters
covered hereunder shall be the property of the City. Consultant hereby agrees to deliver
those documents to the City upon termination of the Agreement. It is understood and
agreed that the documents and other materials, including but not limited to those described
above, prepared pursuant to this Agreement are prepared specifically for the City and are
not necessarily suitable for any future or other use. City and Consultant agree that, until
(ver.2015)
Consulting Services Agreement between July 2017
City of Dublin and 3i Advertising LLC Page 12 of 14
final approval by City, all data, plans, specifications, reports and other documents a re
confidential and will not be released to third parties without prior written consent of both
parties.
9.2 Consultant’s Books and Records. Consultant shall maintain any and all ledgers, books
of account, invoices, vouchers, canceled checks, and other records or documents
evidencing or relating to charges for services or expenditures and disbursements charged
to the City under this Agreement for a minimum of three (3) years, or for any longer period
required by law, from the date of final payment to the Consultant to this Agreement.
9.3 Inspection and Audit of Records. Any records or documents that Section 9.2 of this
Agreement requires Consultant to maintain shall be made available for inspection, audit,
and/or copying at any time during regular busin ess hours, upon oral or written request of
the City. Under California Government Code Section 8546.7, if the amount of public funds
expended under this Agreement exceeds TEN THOUSAND DOLLARS ($10,000.00), the
Agreement shall be subject to the examination and audit of the State Auditor, at the
request of City or as part of any audit of the City, for a period of three (3) years after final
payment under the Agreement.
Section 10. MISCELLANEOUS PROVISIONS.
10.1 Attorneys’ Fees. If a party to this Agreement brings any action, including an action for
declaratory relief, to enforce or interpret the provision of this Agreement, the prevailing
party shall be entitled to reasonable attorneys’ fees in addition to any other relief to which
that party may be entitled. The court may set such fees in the same action or in a
separate action brought for that purpose.
10.2 Venue. In the event that either party brings any action against the other under this
Agreement, the parties agree that trial of such action shall b e vested exclusively in the
state courts of California in the County of Alameda or in the United States District Court for
the Northern District of California.
10.3 Severability. If a court of competent jurisdiction finds or rules that any provision of t his
Agreement is invalid, void, or unenforceable, the provisions of this Agreement not so
adjudged shall remain in full force and effect. The invalidity in whole or in part of any
provision of this Agreement shall not void or affect the validity of any ot her provision of this
Agreement.
10.4 No Implied Waiver of Breach. The waiver of any breach of a specific provision of this
Agreement does not constitute a waiver of any other breach of that term or any other term
of this Agreement.
10.5 Successors and Assigns. The provisions of this Agreement shall inure to the benefit of
and shall apply to and bind the successors and assigns of the parties.
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Consulting Services Agreement between July 2017
City of Dublin and 3i Advertising LLC Page 13 of 14
10.6 Use of Recycled Products. Consultant shall prepare and submit all reports, written
studies and other printed material on recycled paper to the extent it is available at equal or
less cost than virgin paper.
10.7 Conflict of Interest. Consultant may serve other clients, but none whose activities within
the corporate limits of City or whose business, regardle ss of location, would place
Consultant in a “conflict of interest,” as that term is defined in the Political Reform Act,
codified at California Government Code Section 81000 et seq.
Consultant shall not employ any City official in the work performed pursuant to this
Agreement. No officer or employee of City shall have any financial interest in this
Agreement that would violate California Government Code Sections 1090 et seq.
Consultant hereby warrants that it is not now, nor has it been in the previous twelve (12)
months, an employee, agent, appointee, or official of the City. If Consultant was an
employee, agent, appointee, or official of the City in the previous twelve months,
Consultant warrants that it did not participate in any manner in the formi ng of this
Agreement. Consultant understands that, if this Agreement is made in violation of
Government Code §1090 et.seq., the entire Agreement is void and Consultant will not be
entitled to any compensation for services performed pursuant to this Agreem ent, including
reimbursement of expenses, and Consultant will be required to reimburse the City for any
sums paid to the Consultant. Consultant understands that, in addition to the foregoing, it
may be subject to criminal prosecution for a violation of Go vernment Code § 1090 and, if
applicable, will be disqualified from holding public office in the State of California.
10.8 Solicitation. Consultant agrees not to solicit business at any meeting, focus group, or
interview related to this Agreement, either orally or through any written materials.
10.9 Contract Administration. This Agreement shall be administered by the City Manager
("Contract Administrator"). All correspondence shall be directed to or through the Contract
Administrator or his or her designee.
10.10 Notices. Any written notice to Consultant shall be sent to:
Tina Hatcher, Owner
3i Advertising/PR
4400 PGA Blvd., Suite #402
Palm Beach Gardens, FL 33410
Office: (561) 630-0915
tina@3iadvertising.com
Any written notice to City shall be sent to:
(ver.2015)
Consulting Services Agreement between July 2017
City of Dublin and 3i Advertising LLC Page 14 of 14
City Manager
City of Dublin
100 Civic Plaza
Dublin, CA 94568
(925) 833-6645
10.11 Integration. This Agreement, including the scope of work attached hereto and
incorporated herein as Exhibit A, represents the entire and integrated agreement between
City and Consultant and supersedes all prior negotiations, representations, or agreements,
either written or oral.
CITY OF DUBLIN CONSULTANT
____________________________ ______________________________
Christopher L. Foss, Tina Hatcher, Owner
City Manager
Attest:
____________________________
Caroline P. Soto,
City Clerk
Approved as to Form:
____________________________
John Bakker,
City Attorney
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EXHIBIT A
SCOPE OF SERVICES
I. Executive Summary
This Scope of W ork includes the services that Agency will perform for Client as its
general agency of record. Agency will provide services related to Client’s strategic
marketing communications needs in the areas of brand planning as it pertains to
communications, media planning and buying, creative, and research. These services
will be delivered for an 18-month time period through the year 2018.
II. Agency’s Services
The f ollowing sections outline the services that Agency will provide to support these
initiatives, but are not limited to:
A. First Year Revie w and Plan for 2nd season
1. Determination and development of a Season Pass Plan along with tier plan pricing,
benefits and program structure.
2. Determination and development of a sponsorship deck.
3. Determination and development of a group sales plan.
4. Determination and set up of new services; cabanas; F & B offerings;
etc.
B. Brand Planning and Account Management Services
1. Manage overall marketing relationship(s) with Client.
2. Provide strategic brand insight and direction that pertain to marketing
communications at the corporate and product level.
3. Act as primary contact for Client’s team, channeling questions and
requests.
4. Ongoing involvement in key research initiatives such as brand awareness
and tracking, and quantitative research to determine communications
effectiveness.
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5. Define the marketing communications strategy for Client and ensure the overall
marketing communications and strategies, as well as the brand positions are
communicated to residents, city officials, media, and partners
and other entities.
6. Develop creative campaigns for each project that describe the strategy,
specific goals and message of each project.
7. Manage all ongoing projects, budgets and media or marketing invoices.
8. Monitoring of annual trends and ongoing analysis of consumer attitudes
and behavior.
9. Participate in status meetings with Client and teams.
10. Lead, manage and coordinate the Agency team across disciplines.
11. Coordinate with other agencies as well as city, state and county departments to
ensure an integrated marketing approach and strategy for Client including Chamber
of Commerce and tourism boards.
12. Accurately manage and track Client’s marketing budget.
13. Study and analyze the markets and audiences as well as the key
competitors’ strategies, programs, and spending.
14. Contribute to and advise Client on the development and implementation of
marketing plans, including marketing communications, advertising, strategy and
account planning, and research.
15. As requested by Client in writing, create, prepare, and submit for Client’
approval, marketing communications plans, marketing communications and
advertising concepts and plans for the developm ent and execution thereof.
16. Execute and implement marketing communications and advertising in finished
form, in accordance with Client’s timely prior written approval, and estimate approval,
and forward same to production and media with proper instructions.
17. Traffic and disperse all necessary materials to media suppliers, printers,
and all other third parties.
18. Assess secondary research findings, as well as findings from Client supplied
studies to determine brand marketing communications effectiveness,
opportunities, and needs.
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19. Ongoing contributions to strategic point-of-views, marketing plans for new
initiatives and/or products, as well as major presentations to management.
C. Creative Services
1. Develop and execute multi-media advertising plan:
a) Broadcast
(1) Television
(a) Scope will co ver conceptual/development of creative, scripts, and
broadcast production.
(b) Management of all talent and music contracts, including licensing.
(c) Coordination of traffic, dubbing and billboards/enhancements
(2) Radio
(a) Scope will cover conceptual/development of creative, scripts, and
broadcast production.
(b) Management of all talent and music contracts, including licensing.
(c) Coordination of traffic, dubbing and billboards/enhancements
(d) Create and produce enhancement copy and other added-value promotions.
(e) Print
(1) Brand/corporate concepts for continuity print needs
(a) Collateral Materials
(b) Signage and In-Park
(c) Digital
(d) Email – Vertical Response Campaigns
(e) Advertisements and Flyers
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(2) Promotional Items
(a) Cross-promotion items
(b) Resize and edit materials according to media plan
(3) Out-of-home concept and development
(4) Point-of -Purchase
(a) POP materials for promotions
(b) On-hold telephone message
2. Development Advertising
a) Development and execution of sales advertising plan
(1) Core print, sales kit, rack card, residential materials
(2) Photo shoot for campaign needs
(3) Resize and edit materials according to media plan
(4) Negotiation management and creative conception and production of added
value enhancements
a) Develop marketing campaigns (conception, copywriting, graphical design
and resizing, and final mechanicals).
b) Insure that all materials deemed approved have been reviewed
and approved through Client’s internal review process.
c) Provide creative consulting, sharing with Client the Agency’s best practices
expertise f or brand advocacy and creative continuity.
d) Participate in client meetings, reviews, requirements sessions, and briefings.
D. Media Services
1. Media planning, research, negotiations and placement responsibilities include,
but are not limited to:
a) Media plan development, refinements and amendments, as needed
throughout the course of the fiscal year.
b) Target audience development for all core general market targets.
5
c) Media planning will include the use of all media vehicles as needed based on
strategic direction (network TV, cable TV, radio, consumer print, trade print,
outdoor, digital, social, etc.)
d) Diversity efforts
e) Develop cohesive, fully integrated media plan that aligns goals and
timing/flighting.
2. All broadcast media buying will be performed by Agency include:
a) Pre-buy estimates
b) Goal accountability and defined delivery as well as cancellation guarantees
c) Buy negotiations
d) Program/station determination
e) Added value negotiations/recap
f) Timely TV and radio post-buy analyses and all billing/payment of invoices.
3. All print/outdoor media buying will be performed by Agency as needed:
a) Processing all insertion orders
b) Contracts and negotiation/placement/monitoring of advertising
c) Added value promotions and a position summary for all print
placements
4. Utilize Agency resources to establish and maintain reporting systems against
key ROI metrics, e.g., plan impression goal v. delivery, etc.
5. Provide written analyses per seasonal promotion for broadcast and/or an annual
plan for media (broadcast, print, etc.) planned and purchased by the Agency.
6. Develop and execute comprehensive media strategy to maximize ROI
against all offline promotional, continuity and activity.
7. Create media plan recommendations reflective of the key metrics, research
against the target audience, and creative direction.
8. Pro-actively identify and assess new opportunities and developments in media
consumption and viewpoints that may impact Client.
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9. Billing
a) Establish with Client’s financial department necessary processing
systems to make f inancial payments to media.
b) Make all necessary revisions/amendments to plan based on any or all changes
through f iscal period.
c) As appropriate or requested, evaluate and present media
opportunities for Client’ consideration through contract period.
d) Resolve all billing discrepancies throughout the stated period for all media
originating from Agency.
E. Marketing Campaigns
Agency will pro vide marketing campaigns for:
1. Operations
a) Park Off Season – Season Pass sales b) Park Off
Season – Swim Lessons
c) Park Season Opening & Swim Lessons d) Year-round
continuity top of mind
2. Agency will provide development sales marketing campaigns for the year:
a) Annual multi-branded campaign(s)
b) Emerging markets multi-branded and/or single branded campaign(s)
3. The Agency will e valuate and make recommendations regarding the
overarching campaign, and provide updated or new campaign that will support:
a) City and/or county platform – Outer Market b) Multi-brand
and single brand messaging
b) Program and promotional messaging, which may or may not include
marketing partners
c) Consumer, intermediary and development target audiences
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F. Social Media
W ork with client in development of content calendar; create graphic posts; as well as
monitor and reply (if determined).
1. Facebook
2. Twitter
3. YouTube
4. Instagram
G. W ebsite Evaluation
Evaluate the site’s SEO, Google Analytics, speed, ability and usage (ease of use) for
online sales f rom the 2017 season. Determine if the site’s limitations are affecting swim
lesson registration, online ticket sales and bookings – if needed, determine a more
functional set up for the new season.
III. Client Services
The Client’s services Agency team is responsible for coordinating the work effort and
f low and for ensuring that Client’ needs are met. Specifically, they will:
1. Develop and manage campaign strategy
2. Provide updates on Agency’s efforts and resources
3. Manage status calls and meetings to review performance and project update
4. Analyze Client’s key competitors including strategy, media spend and creative
5. Coordinate with other city and government agencies to facilitate integrated
effort
6. Respond to Client’ requests and work with internal teams to provide guidance and
support per Client’ requests and questions
7. Provide all billing and invoicing issues to City Procurement
IV. Financial Summary
The $60,000 retainer was prepared based on the Scope of Services , deliverables,
timeline, cost for broadcast production and key assumptions for eighteen (18) months.
Services performed will be billed monthly. Agency will monitor the budget and provide
f inancial reconciliations on a monthly basis.
Consulting Services Agreement between July 2017
City of Dublin and 3i Advertising LLC--Exhibit A Page 1 of 1
In accordance with the actual work performed, Agency may reallocate or add certain
resources across the project(s) as needed based on the actual needs but only with the
express written permission of Client. Agency will not exceed total stated fees without
written permission f rom Client.
2491073.1