HomeMy WebLinkAboutReso 121-22 Approving a Consulting Services Agreement Between the City of Dublin and Reach Enterprises, Inc. for a Loyalty Rewards Business Recovery ProjectRESOLUTION NO. 121 — 22
A RESOLUTION OF THE CITY COUNCIL
OF THE CITY OF DUBLIN
APPROVING A CONSULTING SERVICES AGREEMENT
BETWEEN THE CITY OF DUBLIN AND REACH ENTERPRISES, INC FOR A LOYALTY
REWARDS BUSINESS RECOVERY PROJECT
WHEREAS, on May 3, 2022, the City Council of the City of Dublin received a report on the
Business Recovery Playbook, a post -pandemic strategic action plan to support Dublin
businesses; and
WHEREAS, the Business Recovery Playbook outlines several objectives to provide much -
needed resources and programs, including the creation of a Loyalty Rewards Business Recovery
Project; and
WHEREAS, the City desires to enter into an agreement with Reach Enterprises, Inc for a
not -to -exceed amount of $200,000 over a two-year term for a Loyalty Rewards Business
Recovery Project; and
WHEREAS, due to its specialized platform and expertise, Reach Enterprises has been
deemed a sole -source vendor by Staff and is therefore exempt from the City's competitive bidding
requirements, per Dublin Municipal Code Sections 2.36.100 (B)(4).
NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Dublin does
hereby approve a Consulting Services Agreement between the City of Dublin and Reach
Enterprises, Inc for a Loyalty Rewards Business Recovery Project, attached hereto as Exhibit A.
BE IT FURTHER RESOLVED that the City Manager is authorized to execute the
Agreement, in substantially the form attached, and to make any minor modifications to the
Agreement as necessary to carry out the intent of this Resolution.
PASSED, APPROVED AND ADOPTED this 18th day of October, 2022, by the following
vote:
AYES: Councilmembers Hu, Josey, Kumagai, McCorriston and Mayor Hernandez
NOES:
ABSENT:
ABSTAIN:
DocuSigned by:
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ATTEST: DocuSigned by:
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City Clerk
Reso. No. 121-22 Item 4.7, Adopted 10/18/2022 Page 1 of 1
Exhibit A to the Resolution
CONSULTING SERVICES AGREEMENT BETWEEN
THE CITY OF DUBLIN AND
REACH ENTERPRISES, INC
FOR LOYALTY REWARDS BUSINESS RECOVERY PROJECT
THIS AGREEMENT for consulting services is made by and between the City of Dublin ("City") and
Reach Enterprises, Inc ("Consultant") (together sometimes referred to as the "Parties") as of October 4,
2022 (the "Effective Date").
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 Effective Date and shall
end on July 31, 2024, and Consultant shall complete the work described in Exhibit A on or
before 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
referenced in Section 8. Notwithstanding the foregoing this Agreement may be extended
on a month to month basis for up to 6 months upon the written consent of the Consultant
and the City Manager, provided that: a) sufficient funds have been appropriated for such
purchase, b) the price charged by the Consultant for the provision of the serves described
in Exhibit A does not increase. None of the foregoing shall 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.
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 Subsection 1.2 above and to satisfy Consultant's obligations hereunder.
Section 2. COMPENSATION. City hereby agrees to pay Consultant a sum not to exceed $200,000
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 B, 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
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City to Consultant for services rendered pursuant to this Agreement. Consultant shall submit all invoices to
City in the manner specified in Exhibit A. Except as specifically authorized by City in writing, 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. Consequently, 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 according to Exhibit A.
2.2 Reserved.
2.3 Reserved.
2.4 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.
2.5 Reserved.
2.6 Reserved.
2.7 Payment of Taxes. Consultant is solely responsible for the payment of employment taxes
incurred under this Agreement and any similar federal or state taxes.
2.8 Payment upon Termination. In the event that the City or Consultant terminates this
Agreement pursuant to Section 8, the City shall compensate the Consultant 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 to verify costs incurred to that date.
2.9 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
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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 facility that may involve
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 fully executing this Agreement, Consultant, at its
own cost and expense, unless otherwise specified below, shall procure the types and amounts of insurance
listed below 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. Consistent with the following provisions, 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, and that such insurance is in effect prior to beginning work.
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 or proposal. 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 to City that such insurance is in
effect. VERIFICATION OF THE REQUIRED INSURANCE SHALL BE SUBMITTED AND MADE PART OF
THIS AGREEMENT PRIOR TO EXECUTION. Consultant shall maintain all required insurance listed
herein for the duration of this Agreement.
4.1 Workers' Compensation.
4.1.1 General Requirements. 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 $1,000,000 per accident. In the alternative, Consultant may rely on a self-
insurance program to meet these 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 California Labor Code shall be solely in
the discretion of the Contract Administrator.
The Workers' Compensation policy shall be endorsed with a waiver of subrogation in favor
of the entity for all work performed by the Consultant, its employees, agents, and
subcontractors.
4.1.2 Submittal Requirements. To comply with Subsection 4.1, Consultant shall submit the
following:
a. Certificate of Liability Insurance in the amounts specified in the section; and
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b. Waiver of Subrogation Endorsement as required by the section.
4.2 Commercial General and Automobile Liability Insurance.
4.2.1 General Requirements. Consultant, at its own cost and expense, shall maintain
commercial general liability insurance for the term of this Agreement in an amount
not less than $1,000,000 and automobile liability insurance for the term of this
Agreement in an amount not less than $1,000,000 per occurrence, combined
single limit coverage for risks associated with the work contemplated by this
Agreement. If a Commercial General Liability Insurance 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 without limitation, blanket contractual liability and 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 (most recent edition) covering comprehensive General Liability on an
"occurrence" basis. Automobile coverage shall be at least as broad as Insurance
Services Office Automobile Liability form CA 0001, Code 1 (any auto). No
endorsement shall be attached limiting the coverage.
4.2.3 Additional Requirements. Each of the following shall be included in the
insurance coverage or added as a certified endorsement to the policy:
a. The Insurance shall cover on an occurrence or an accident basis, and not
on a claims -made basis.
b. City, its officers, officials, employees, and volunteers are to be covered as
additional insureds as respects: liability arising out of work or operations
performed by or on behalf of the Consultant; or automobiles owned,
leased, hired, or borrowed by the Consultant.
c. Consultant hereby agrees to waive subrogation which any insurer or
contractor may require from vendor by virtue of the payment of any loss.
Consultant agrees to obtain any endorsements that may be necessary to
effect this waiver of subrogation.
d. For any claims related to this Agreement or the work hereunder, the
Consultant's insurance coverage shall be primary insurance as respects
the City, its officers, officials, employees, and volunteers. Any insurance
or self-insurance maintained by the City, its officers, officials, employees,
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or volunteers shall be excess of the Consultant's insurance and shall not
contribute with it.
4.2.4 Submittal Requirements. To comply with Subsection 4.2, Consultant shall
submit the following:
Certificate of Liability Insurance in the amounts specified in the section;
Additional Insured Endorsement as required by the section;
Waiver of Subrogation Endorsement as required by the section; and
Primary Insurance Endorsement as required by the section.
4.3 Professional Liability Insurance.
4.3.1 General Requirements. 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 $2,000,000 covering the licensed professionals' errors and
omissions. Any deductible or self -insured retention shall not exceed $150,000 per
claim.
4.3.2 Claims -Made Limitations. The following provisions shall apply if the professional
liability coverage is 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 evidence of insurance must be
provided for at least 3 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 shall purchase an extended period coverage
for a minimum of 3 years after completion of work under this Agreement.
d. A copy of the claim reporting requirements must be submitted to the City
for review prior to the commencement of any work under this Agreement.
4.3.3 Submittal Requirements. To comply with Subsection 4.3, Consultant shall
submit the Certificate of Liability Insurance in the amounts specified in the section.
4.4 All Policies Requirements.
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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 complete copies of all Certificates of Liability
Insurance delivered to Consultant by the insurer, including complete copies of all
endorsements attached to the policies. All copies of Certificates of Liability
Insurance and certified endorsements shall show the signature of a person
authorized by that insurer to bind coverage on its behalf. If the City does not
receive the required insurance documents prior to the Consultant beginning work,
it shall not waive the Consultant's obligation to provide them. The City reserves
the right to require complete copies of all required insurance policies at any time.
4.4.3 Deductibles and Self -Insured Retentions. Consultant shall disclose to and
obtain the written approval of City for the self -insured retentions and deductibles
before beginning any of the services or work called for by any term of this
Agreement. At the option of the City, either: the insurer shall reduce or eliminate
such deductibles or self -insured retentions as respects the City, its officers,
employees, and volunteers; or the Consultant shall provide a financial guarantee
satisfactory to the City guaranteeing payment of losses and related investigations,
claim administration and defense expenses.
4.4.4 Wasting Policies. No policy required by this Section 4 shall include a "wasting"
policy limit (i.e. limit that is eroded by the cost of defense).
4.4.5 Endorsement Requirements. Each insurance policy required by Section 4 shall
be endorsed to state that coverage shall not be canceled by either party, except
after 30 days' prior written notice has been provided to the City.
4.4.6 Subcontractors. Consultant shall include all subcontractors as insureds under its
policies or shall furnish separate certificates and certified endorsements for each
subcontractor. All coverages for subcontractors shall be subject to all of the
requirements stated herein.
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 hereunder, or both stop work and withhold any payment,
until Consultant demonstrates compliance with the requirements hereof; and/or
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■ Terminate this Agreement.
Section 5. INDEMNIFICATION AND CONSULTANT'S RESPONSIBILITIES. Refer to the attached
Exhibit C, which is incorporated herein and made a part of this Agreement.
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. This Agreement shall
not be construed as an agreement for employment. 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 Subsection 1.3; however, otherwise
City shall not have the right to control the means by which Consultant accomplishes
services rendered pursuant to this Agreement. Consultant further acknowledges that
Consultant performs Services outside the usual course of the City's business; and is
customarily engaged in an independently established trade, occupation, or business of the
same nature as the Consultant performs for the City and has the option to perform such
work for other entities. 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 Not an 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 and regulations applicable to the performance of the work hereunder, including but
not limited to, the California Building Code, the Americans with Disabilities Act, and any
copyright, patent or trademark law. Consultant's failure to comply with any law(s) or
regulation(s) applicable to the performance of the work hereunder shall constitute a breach
of contract.
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
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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 practice their respective
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, sex, gender, religion (including religious dress and grooming
practices), national origin, ancestry, physical or mental disability, medical condition
(including cancer and genetic characteristics), marital status, age, sexual orientation, color,
creed, pregnancy, genetic information, gender identity or expression, political affiliation or
belief, military/veteran status, or any other classification protected by applicable local,
state, or federal laws (each a "Protected Characteristic"), 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 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 30 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, photographs,
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 date 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
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obligation to reimburse Consultant for any otherwise reimbursable expenses incurred
during the extension period.
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 include, but are not 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.
9.2 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 3 years, or for any longer period
required by law, from the date of final payment to the Consultant to this Agreement.
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9.3 Inspection and Audit of Records. Any records or documents that Subsection 9.2 of this
Agreement requires Consultant to maintain shall be made available for inspection, audit,
and/or copying at any time during regular business 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 $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 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 be 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 this
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 other 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.
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, regardless 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 Section 1090 et seq.
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Consultant hereby warrants that it is not now, nor has it been in the previous 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 12 months, Consultant warrants that
it did not participate in any manner in the forming of this Agreement. Consultant
understands that, if this Agreement is made in violation of California Government Code
Section 1090 et seq., the entire Agreement is void and Consultant will not be entitled to
any compensation for services performed pursuant to this Agreement, 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 California Government Code
Section 1090 et seq., and, if applicable, will be disqualified from holding public office in the
State of California.
At City's sole discretion, Consultant may be required to file with the City a Form 700 to
identify and document Consultant's economic interests, as defined and regulated by the
California Fair Political Practices Commission. If Consultant is required to file a Form 700,
Consultant is hereby advised to contact the Dublin City Clerk for the Form 700 and
directions on how to prepare it.
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:
Reach Enterprises, Inc
Attn: George Northup
1250 Borregas Avenue
Sunnyvale, CA 94089-1309
George@joinreach.com
Any written notice to City shall be sent to:
City of Dublin
Attn: City Manager
100 Civic Plaza
Dublin, CA 94568
10.11 Integration. This Agreement, including the scope of work attached hereto and
incorporated herein as Exhibits A, B, and C represents the entire and integrated
agreement between City and Consultant and supersedes all prior negotiations,
representations, or agreements, either written or oral.
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Exhibit A Scope of Services
Exhibit B Compensation Schedule & Reimbursable Expenses
Exhibit C Indemnification
10.12 Counterparts and Electronic Signatures. This Agreement may be executed in multiple
counterparts, each of which shall be an original and all of which together shall constitute
one agreement. Counterparts delivered and/or signatures executed by City -approved
electronic or digital means shall have the same force and effect as the use of a manual
signature. Both Parties desire this Agreement to be electronically signed in accordance
with applicable federal and California law. Either Party may revoke its agreement to use
electronic signatures at any time by giving notice to the other Party.
10.13 Certification per Iran Contracting Act of 2010. In the event that this contract is for
one million dollars ($1,000,000.00) or more, by Consultant's signature below Consultant
certifies that Consultant, and any parent entities, subsidiaries, successors or subunits of
Consultant are not identified on a list created pursuant to subdivision (b) of Section 2203 of
the California Public Contract Code as a person engaging in investment activities in Iran as
described in subdivision (a) of Section 2202.5, or as a person described in subdivision (b)
of Section 2202.5 of the California Public Contract Code, as applicable.
SIGNATURES ON FOLLOWING PAGE
Consulting Services Agreement between City of Dublin and
Reach Enterprises, Inc for Loyalty Rewards Business Recovery Project
10/4/2022
Page 12 of 13
The Parties have executed this Agreement as of the Effective Date. The persons whose signatures appear
below certify that they are authorized to sign on behalf of the respective Party.
CITY OF DUBLIN REACH ENTERPRISES, INC
D w 4q'H er
1
Linda Smith, City Manager George Northup, President
Attest:
Marsha Moore, City Clerk
Approved as to Form:
John D. Bakker, City Attorney
5182911.1
Consulting Services Agreement between City of Dublin and
Reach Enterprises, Inc for Loyalty Rewards Business Recovery Project
10/4/2022
Page 13 of 13
EXHIBIT A
SCOPE OF SERVICES
The City of Dublin to receive a fully functioning and customized version of the Reach Marketplace. The
services include a recommended approach, terms, and timing, what is required from The City of Dublin, the
support Reach will provide, and the deliverables The City of Dublin can expect over a two-year term
project.
Current Status
Reach will create The City of Dublin version of its platform and mobile app and expects to deploy initially by
December 1, 2022, with continued enhancements which can be added thereafter. The City of Dublin
version will offer participating small businesses and consumers a compelling experience.
The City of Dublin will work with REACH to identify the small businesses that will be included in the
Marketplace at launch.
Entertainment
Travel
Video Gaming
Sports
Food & Dining
Cooking
Grocery
Meal/Food Delivery
Mass Merchant
Financial Services
Entertainment
Connect Health
Pharmacy ■
Health & Fitness ■
Weight Loss ■
Pet Care ■
Marketplaces ■
Mobile ■
Health & Beauty ■
Transportation ■
Insurance ■
Investing ■
Recommended Approach
Reach will focus on the data consumers can share and the corresponding analyses it can perform. Reach
will facilitate the sharing of timely data critical to understanding purchasing behavior and dynamics,
providing The City of Dublin and its small businesses with unique and actionable insights.
Reach recommends the following approach comprised of a proven framework and supporting elements that
will help ensure value is optimized:
Consulting Services Agreement between City of Dublin and 10/4/2022
Reach Enterprises Inc for Loyalty Rewards Business Recovery Project Exhibit A — Page 1 of 7
• Goals & Objectives — The goal is to help The City of Dublin better understand the current and
prospective capabilities of the Reach Marketplace, how it is different from other platforms and options
available, and how it can be leveraged to drive sustainable incremental revenues and create a
competitive advantage for its city. And, most importantly, how it can create an engaging mobile app for
its consumers that will drive business to local small businesses.
Specific objectives will be based on the small businesses The City of Dublin designates although it will
focus on general consumer purchasing habits and practices, general and small business -specific
switching behavior and consumer share -of -wallet, factors keeping consumers from giving the The City of
Dublin small businesses all of their business, and campaigns intended to maximize share -of -wallet and
to drive more traffic to the small businesses in Dublin.
• Small Business Participants to be provided by The City of Dublin
• Behavior Analyzed — Based on the scope of data available in The City of Dublin Marketplace, the
program will seek to better understand individual consumer purchasing behavior. This includes the small
businesses they prefer and the small businesses they buy (stated preference versus the actual small
businesses they purchase most frequently and consistently, or what Reach refers to as their Small
business Constellation); when, where, and how often those small businesses are purchased; any
switching behavior identified and the subset of small businesses from which the consumer chooses; and
each consumer's true small business loyalty (overall and by category) as determined by their share -of -
wallet for small businesses purchased within a category.
Once these core behaviors are analyzed, the variance between each consumer's stated preferences
and their actual purchases will be highlighted, with the goal of better understanding the differences.
Overall small business switching behavior will also be analyzed with a goal of identifying the top causal
factors The City of Dublin can work to address via marketing activity Reach can help test and optimize.
Lastly, a comprehensive initial assessment of consumer habits, practices, and purchases focused on
the small businesses, including switching behavior, response to promotions/deals, and current share -of -
wallet, will be completed, with preliminary insight into what would be required to maximize each
consumer's share -of -wallet. Maximizing share -of -wallet based on the causal factors identified,
subsequent testing and validation of those factors, and the iterative testing and optimization of
marketing initiatives intended to address them.
The proposed approach is comprised of the following detailed activity:
Consulting Services Agreement between City of Dublin and 10/4/2022
Reach Enterprises Inc for Loyalty Rewards Business Recovery Project Exhibit A — Page 2 of 7
KEY STEP
APPROACH
EXPLANATION
1. The City of
Dublin invites
sufficient
consumers to
ensure results
are projectable
The City of Dublin to ensure
at least 2,500 consumers
(residents) enroll. The City of
Dublin and Reach to work
together on incentive to
maximize response.
To ensure the results are projectable on a statistically
significant basis, The City of Dublin needs to invite a
sufficient number of consumers (e.g., 10K invitations to
residents) to yield a minimum of 2,500 active consumers
(those that download the mobile app and complete the
enrollment process).
2. Assess stated
preferences
and purchasing
behavior
3. Analyze actual
aggregated and
individual
purchase data
Reach to send all consumers
a survey.
All spending data based on
accounts the consumer links
to their profile will be
automatically harvested and
analyzed.
Once completed, the data
will be analyzed with a focus
on overall and small
business -specific switching
behavior.
Consumers will be asked to complete a survey (e.g.,
eight questions) to determine their purchasing behavior,
if they consider themselves to be loyal to any small
businesses, why (or why not) and some additional
information about their purchasing behavior.
Reach will harvest all aggregate spending data shared
by consumers on an intentional and proactive basis
(fully permissioned). Aggregate spending is harvested
automatically from credit/debit cards and other accounts
linked to consumers' profile. Given that aggregate
spending data goes back 24 months, The City of Dublin
might want to explore behavior pre- and post-COVID to
understand how consumer spending and shopping
habits changed and if those changes are reverting to
their pre-COVID state.
Combined spending will be analyzed to determine each
consumer's: (i) purchase behavior (details to be
discussed with The City of Dublin); (ii) switching
behavior, and if they do switch between small
businesses, the categories in which it is most prevalent;
and (iii) share -of -wallet and any variability in that share
over the last 12 months.
Consumers with a current share -of -wallet under 90% will
be categorized as exhibiting switching behavior and
asked to participate in a follow-up survey that will seek
to determine causality. Those with a share -of -wallet over
90% will receive a different survey seeking to
Consulting Services Agreement between City of Dublin and 10/4/2022
Reach Enterprises Inc for Loyalty Rewards Business Recovery Project Exhibit A — Page 3 of 7
4. Identify causal
factors
affecting
switching
behavior and
small business
share -of -wallet
5. Upside
opportunity
quantified
6. Test campaign
targeting those
showing
switching
behavior
developed and
fielded
Reach to send consumers
sharing spending data a
follow-on survey (e,g, 10
questions) tailored to their
behavior. Those exhibiting
switching behavior will
receive a different survey
than those appearing to be
more loyal.
Reach to perform analysis of
research and spending data
to assess potential upside of
increasing share -of -wallet.
Reach will work with The City
of Dublin to create campaigns
based on research and
analysis, with up to 3
campaign variants, each
focused on the most relevant
remedy for each consumer.
(Incentives/promotions)
understand the key factors driving their small business
loyalty.
Insights from the prior analysis will be used to develop a
survey intended to provide direct feedback from those
that exhibit switching behavior, particularly those that
switch between The City of Dublin's small businesses
and other small businesses in the category and/or local
area. The survey will focus on what is driving the
switching behavior, what The City of Dublin can do to
mitigate switching and increase its share -of -wallet, and
the likelihood of changing individual consumer behavior if
The City of Dublin were to make the requisite changes.
Consumers that appear to be more "loyal" based on
spending will be sent a different survey intended to
identify the factors that affect their behavior. These
consumers will also be asked what would get them to try
or purchase a different small business to better
understand how truly committed they are and what could
put them at risk.
Analysis of prior switching behavior together with
research to determine causality and potential remedies
will be used to quantify a realistic upside for each
consumer exhibiting switching behavior. Downside risk
associated with potentially affecting loyal consumers will
be assessed as well.
Implement campaigns that leverage all learning to
increase the small business share -of -wallet. The
campaigns will be developed jointly by Reach and The
City of Dublin, utilizing all available spending data and
research, focused on what is most likely to change the
behavior of each consumer. Hence, up to 3 campaign
variants will be created to ensure the remedy offered to
each consumer is personalized.
Terms & Timing
As previously discussed, Reach will charge a total of $200,000 for a two-year program ($100,000 for the
app development and management fees ($75,000 year 1 and $25,000 year 2) and $100,000 for consumer
rewards ($50,000 year 1 and $50,000 year 2) to be administered by Reach). This is an 87% discount off
Consulting Services Agreement between City of Dublin and 10/4/2022
Reach Enterprises Inc for Loyalty Rewards Business Recovery Project Exhibit A — Page 4 of 7
commercial list price. Given the extremely favorable terms provided, Reach will request payment of the
fees and the rewards ($200,000) funding upon signing date due to the fact that Reach will be underwriting
the majority of costs for the program from its own funds.
With regard to timing, the Year One program will be defined as follows:
ACTIVITY
Proposal Signed & Project Kick -Off
The City of Dublin to deliver the list of suggested small
businesses
The City of Dublin to approve consumer and small business
marketing communications/plan
Status Update Meetings Once a Month (Last Monday of each
Month at 3:00pm PT)
Reach to confirm and on -board small businesses for launch
The City of Dublin to Invite Consumers to Download the
Mobile App with Goal of Having a Minimum of 2,500
Becoming Members via Incentives
TARGET DATE
October 5, 2022
October 10, 2022
October 12, 2022
October 24, 2022 (commence)
October 16 — October 31, 2022
December 1, 2022
Begin Test & Learn December 1, 2022
Initiate Campaigns and Reward Consumers
End of Year One Review
December 1, 2022-September 1, 2023
September 5, 2023
Confirm Year -Two Program Details September 5, 2023
Roll -Out Campaigns for Year Two
October 1, 2023 - September 1, 2024
The City of Dublin Responsibilities
The City of Dublin's responsibilities will be: (i) designating the small businesses participating; (ii) approving
the proposed approach and making modifications as required; and (iii) inviting a sufficient number of
consumers to ensure results are projectable at a statistically significant level.
Based on the need for segmentation based on gender, age/generational segment, geography, and
potentially behavior, a minimum of 2,500 consumers sourced by The City of Dublin will be desired. These
consumers must download the mobile app from the Apple App Store, enroll and complete their member
profile, link all relevant forms -of -payment (in order to be assigned a rewards card), and add small
businesses (with which the member wishes to engage). All these steps are required for participation
Reach Support & Responsibilities
Reach's goal is to provide The City of Dublin with maximum insight and immediate value while making the
process as frictionless and flexible as possible. As such, The City of Dublin will have limited responsibility
given the turn -key nature of this program and as such Reach will assign one of its full-time staff to oversee
and administer this program on behalf of The City of Dublin (at no additional cost) (but does still require The
City of Dublin to invite small businesses and consumers). Regardless of the level of participation, Reach
Consulting Services Agreement between City of Dublin and 10/4/2022
Reach Enterprises Inc for Loyalty Rewards Business Recovery Project Exhibit A — Page 5 of 7
will do all the "heavy -lifting," making the process as frictionless for the consumers as it will for the small
businesses.
Deliverables
Reach will provide The City of Dublin with the following key deliverables:
• Research detailing current consumer stated preferences and behavior — This research will offer
insights into basic purchasing habits and practices (specifics to be determined in collaboration with The
City of Dublin), stated small business switching behavior (current and historical), and small business
corresponding stated share -of -wallet.
• Analysis of current and historical aggregated and spending data — This analysis will determine
actual consumer preferences and behavior, as Reach will address the same purchasing habits and
practices, switching behavior, and each consumer's share -of -wallet for the small businesses. The data
will also be analyzed to determine if there are any obvious clues influencing consumer behavior based
on geography, where consumers typically purchase the small businesses and other criteria.
• Research to understand the differences between stated and actual behavior, determine what is
driving switching behavior, and identify opportunities to increase share -of -wallet - Prior research
and analysis of spending data should provide sufficient insight to optimize the design of this research,
which will determine what drives switching (or loyal) behavior, and correspondingly, what The City of
Dublin can do to mitigate switching and increase small business share -of -wallet. The research will
identify the top 2 — 3 actionable issues that are keeping consumers from giving The City of Dublin more
of their business. It will also estimate the economic value (based on sensitivity analysis with high and
low estimates) of increasing individual consumer share -of -wallet.
• Campaigns designed to address one of those issues that will be deployed among The City of
Dublin consumer base - development of campaigns using proven best practices intended to increase
small business share -of -wallet on a sustainable basis. The campaigns will combine true personalization
with a combination of incentives designed to drive an immediate and sustainable increase in small
business share -of -wallet.
To ensure The City of Dublin can build on the momentum, test alternative approaches to increasing share -
of -wallet and identify the campaign(s) most likely to maximize value, the following section outlines how The
City of Dublin and Reach can move forward beyond Year One.
Moving Forward Beyond Year One
The goal of Year Two is to build on initial learning and the results of the campaigns to identify the optimal
approach to increasing and sustaining increased share -of -wallet across the consumer base. This will likely
include iterative testing of alternative remedies, incentives, and campaigns, as well as what The City of
Dublin can do to ensure continuity so that increases in share -of -wallet are sustained or grow over time.
Consulting Services Agreement between City of Dublin and 10/4/2022
Reach Enterprises Inc for Loyalty Rewards Business Recovery Project Exhibit A — Page 6 of 7
In addition to optimizing performance for consumers sourced from the The City of Dublin, Reach can work
with The City of Dublin to expand its reach into other target segments. Given the scope of the personal
information consumers are willing to share on what Reach calls a Zero -Party Plus basis, understanding the
behavior of any target segment and the overall approach most likely to resonate with them is far easier.
The same goes for new consumer acquisition, as Reach can use Zero -Party Plus data to create highly
granular and accurate profiles of The City of Dublin's best consumers for use in "like -me" modeling to
improve the efficiency and effectiveness of current efforts to identify new consumers for The City of Dublin
Marketplace.
The proposed next steps are:
• The City of Dublin to review proposal and provide signature by October 5, 2022
• The City of Dublin to provide small businesses that will participate — Target small business to be
selected by October 31, 2022.
• The City of Dublin to work with Reach on planned consumer solicitation effort — The City of Dublin
and Reach will collaborate on the solicitation effort and corresponding incentive offered to ensure
maximum participation/enrollment commencing by December 1, 2022.
Consulting Services Agreement between City of Dublin and 10/4/2022
Reach Enterprises Inc for Loyalty Rewards Business Recovery Project Exhibit A — Page 7 of 7
EXHIBIT B
COMPENSATION SCHEDULE & REIMBURSABLE EXPENSES
As previously discussed, Reach will charge a total of $200,000 for a two-year program ($100,000 for the
app development and management fees ($75,000 year 1 and $25,000 year 2) and $100,000 for consumer
rewards ($50,000 year 1 and $50,000 year 2) to be administered by Reach). This is an 87% discount off
commercial list price. Given the extremely favorable terms provided, Reach will request payment of the
fees and the rewards ($200,000) funding upon signing date due to the fact that Reach will be underwriting
the majority of costs for the program from its own funds.
No other expenses to be incurred on this project.
Consulting Services Agreement between City of Dublin and 10/4/2022
Reach Enterprises, Inc. for Loyalty Rewards Business Recovery Project Exhibit B — Page 1 of 1
EXHIBIT C
INDEMNIFICATION
Consultant shall indemnify, defend with counsel acceptable to City, and hold harmless City and its officers,
elected officials, employees, agents and volunteers from and against any and all liability, loss, damage,
claims, expenses, and costs (including without limitation, attorney's fees and costs and fees of litigation)
(collectively, "Liability") of every nature arising out of or in connection with Consultant's performance of the
services called for or its failure to comply with any of its obligations contained in this Agreement, except
such Liability caused by the sole negligence or willful misconduct of City.
Notwithstanding the forgoing, to the extent this Agreement is a "construction contract" as defined by
California Civil Code Section 2782, as may be amended from time to time, such duties of Consultant to
indemnify shall not apply when to do so would be prohibited by California Civil Code Section 2782.
The Consultant's obligation to defend and indemnify shall not be excused because of the Consultant's
inability to evaluate Liability or because the Consultant evaluates Liability and determines that the
Consultant is not liable to the claimant. The Consultant must respond within 30 days to the tender of any
claim for defense and indemnity by the City. If the Consultant fails to accept or reject a tender of defense
and indemnity within 30 days, in addition to any other remedy authorized by law, so much of the money due
the Consultant under and by virtue of this Agreement as shall reasonably be considered necessary by the
City, may be retained by the City until disposition has been made of the claim or suit for damages, or until
the Consultant accepts or rejects the tender of defense, whichever occurs first.
Consulting Services Agreement between City of Dublin and 10/4/2022
Reach Enterprises, Inc for Loyalty Rewards Business Recovery Project Exhibit C — Page 1 of 1