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HomeMy WebLinkAbout11 Switchback Marketing Agenda Item # 11 TRUCKEE , O R PUbfiC Utility District CONSENT To: Board of Directors From: Steven Poncelet Date: February 04, 2009 Subject: Extend and Modify the Consulting Services Agreement with Switchback Marketing 1. WHY THIS MATTER IS BEFORE THE BOARD The District Code requires Board approval for all contracts over $15,000. 2. HISTORY The District, in April 2008, conducted an Request For Proposal process to hire a communications, outreach, and marketing consultant to support the Conservation Departments activities. The results of this process was the awarding of a Consulting Services Agreement through the end of 2008 with Switchback Marketing (see attached). Switchback Marketing is the leading communications, outreach, and marketing consultant in the area and has performed well against the requirements of the Consulting Services Agreement. 3. NEW INFORMATION The Conservation Department continues to require the services of a communications, outreach, and marketing consultant, but at a reduced level of support. The FY08 contract for Switchback Marketing was for $28,000 over an 8-month period ($3,500/month) plus sub-contracted design services to Smallpond Studios. The revised Switchback Marketing contract for FY09 would be $24,000 over a 12-month period ($2,000/month) plus $6,000 in subcontracted design services to Smallpond Studios. Switchback Marketing is uniquely positioned in our service area to perform this function and have proven themselves, through both the previous RFP process and their performance in the 2nd-half of 2008, to be a very competitive consultant. 4. FISCAL IMPACT Official funding for this Consulting Services Agreement and the associated design and printing costs are included in the approved FY09 budget. 5. RECOMMENDATION Authorize the General Manager to extend the current Consulting Services Agreement with Switchback Marketing to cover FY09 and modify the Fees For Service not to exceed $30,000 in FY09. 11 Stev n Poncelet Michael D. Holley Public Information & Conservation Manager General Manager TRUCKEE DONNER PUBLIC UTILITY DISTRICT CONSULTING SERVICES AGREEMENT This Agreement is entered into this 29th day of April 2008. by and between Truckee Donner Public Utility District, a public utility district organized and existing under the laws of the State of California ("District"), and Switchback Public Relations + Marketing ("Consultant"), for professional services to be provided to District. District and Consultant may be referred to individually as "Party"or collectively as "Parties". 1. SCOPE OF SERVICES A. Professional Services Consultant will provide services to District as set forth in the agreement dated April 29 Truckee Donner Recreation & Parks District, 2008 attached hereto as Exhibit "A". B. Additional Services Any work or services in addition to the work or services described herein shall be performed by Consultant according to such rates and charges as may be agreed upon by Consultant and District. In no event shall Consultant be entitled to compensation for extra work unless a written authorization or change order describing the work and payment terms has been executed by District prior to commencement of the work 2. FEES FOR SERVICES For services provided by Consultant to District pursuant to this Agreement, District shall pay Consultant a total fee of$28,000 plus travel expenses not to exceed $500. District's payments to Consultant shall not exceed this amount unless extra work is requested by District and compensation for such extra work is agreed upon in advance by District and Consultant. 3. BILLING AND PAYMENT Consultant will invoice the District one-quarter of the total fee, which is equal to $7,000, following the signing of this Agreement. The consultant will bill for services every two months at a rate of$7,000. The final one-quarter of the total fee of$7,000 will be due following the Consultant's completion of contractor scope of services Exhibit A. Consultant shall submit a monthly statement to District itemizing amounts due for expenses. District shall pay the full amount of such statement within thirty(30) days after receipt. Any sums billed, not disputed in written form setting forth specific exceptions and unpaid after thirty(30) days from the date of receipt, shall be subject to a late payment charge equal to the lesser of one and one-half(1-1/2) percent or the maximum rate permitted by law, for each month or fraction thereof past due. 4. INDEPENDENT CONTRACTOR Consultant shall provide services to District as an independent contractor, not as an employee of District. Consultant shall.not have or claim any right arising from employee status. 5. TERMINATION OF AGREEMENT A. Unless otherwise terminated as provided herein, this Agreement shall terminate when the services provided for herein have been fully and completely performed. B. Notwithstanding any other provision of this Agreement, either party may terminate this Agreement by giving thirty(30)days advance written notice to the other party. C. Upon termination of this Agreement, Consultant shall have no further obligation to provide services to District. If the Agreement is terminated prior to completion of the se ices to be provided hereunder, Consultant shall render a final bill for services to District within thirty(30) days after the date of termination, and District shall pay Consultant for all fees earned and expenses incurred.prior to the date of termination in accordance with Section 3. 6. INSURANCE A. Consultant shall maintain in effect at its own expense, employer's liability insurance, one million dollars ($1,000,000) aggregate of comprehensive general liability insurance (bodily g injury and property damage), and five-hundred thousand dollars ($500,000) aggregate of comprehensive automobile liability insurance (bodily injury and property damage) with respect to Consultant employees and vehicles assigned to the prosecution of work under this Agreement. Consultant shall also maintain statutory worker's compensation insurance. B Consultant shall obtain and thereafter maintain in effect, if available, such additional insurance as may be requested in writing by District, the cost of which will be reimbursed by District. C Consultant shall maintain in effect at its own expense professional liability insurance in the amount of one million dollars $1,000,000 which will insure against losses suffered by District as a result of Consultant's performance of services pursuant to this Agreement. D. For each policy of insurance listed in this Section 6, Consultant shall procure a certificate of insurance naming District as an additional named insured.. 7. OWNERSHIP OF WORK PRODUCT Consultant acknowledges that all reports, plans, specifications, field data and other documents, including all documents on electronic media, prepared by Consultant pursuant to this A greem ent are the property of District for all purposes, and the District shall be considered the author of all such documents for purposes of copyright law and retain all rights thereto. District may make such use of the documents as District sees fit, including reusing documents on other projects. Consultant may not reuse or resell any information or document generated by Consultant in the course of performing work under this Agreement, and may not transfer such documents to a third party without the prior written consent of District. Consultant may keep a reference copy of any document generated by Consultant. 8. .LIABILITY A. Consultant shall indemnify and hold harmless District, its directors, officers, partners, agents, and employees from and against any and all liability, claims, demands, damages, losses, and expenses, including but not limited to attorney's fees, for which Consultant is determined to be legally liable resulting from negligent acts, errors, or omissions by Consultant, its directors, officers, agents, and employees in performance of services required by this Agreement. Liability, claims, demands, damages, losses, or expenses resulting from the negligent acts, errors or omissions, whether active or passive, by District, its directors, officers, partners, agents, employees, or by others are excluded from Consultant's obligations pursuant to this paragraph. B. Nothing in this Agreement shall be construed to create a duty to, any standard of care with reference to, or any liability to any person not a Party to this Agreement. 9. SUCCESSORS IN INTEREST No Party shall assign, transfer, or otherwise dispose of this Agreement in whole or in part to any individual, firm, or corporation without the prior written consent of the other Party. Subject to the provisions of the preceding sentence, this Agreement shall be binding on, and inure to the benefit of, each Party's successors in interest, including their heirs, legatees, assignees, and legal representatives. 10. WAIVER Any waiver at any time by either Party of its rights with respect to a default under this Agreement, or with respect to any other matters arising in connection with this Agreement, shall not be deemed a waiver with respect to any subsequent default or other matter. 11. SEVERAL OBLIGATIONS Except where specifically stated in this Agreement to be otherwise, the duties, obligations, and liabilities of the Parties are intended to be several and not joint or collective. Nothing contained in this Agreement shall be construed to create an association, partnership, or joint venture or impose a trust or partnership duty, obligation, or liability on or with regard to either Party. Each Party shall be individually and severally liable for its own obligations under this Agreement. 12. AMENDMENT All changes or modifications to this Agreement shall be in writing and signed by both Parties. 13. GOVERNING LAW This Agreement shall be construed and interpreted according to, and the rights of the Parties shall be governed by, the laws of the State of California. Venue shall be in Nevada County for purposes of mediation, arbitration, or litigation. 14. ALTERNATIVE DISPUTE RESOLUTION In the event of disagreement or dispute between the Parties arising out of or connected with this Agreement which cannot be adjusted by and between.the Parties, the disputed matter shall be resolved as follows: A. District and Consultant agree to mediate any dispute or claim arising between them out of this Agreement or any resulting transaction before resorting to arbitration or court action. Mediation fees, if any, shall be divided equally between District and Consultant. If either Party commences an arbitration or court action(including any cross- complaint, counterclaim or third-party claim) against the other based on a dispute or claim to which this paragraph applies without first attempting to resolve the matter through mediation, the Party commencing the arbitration or court action shall not be entitled to recover attorneys' fees, even if they would otherwise be available in any such arbitration or court action. B. District and Consultant agree that any dispute or claim in law or equity arising between them out of this Agreement or any resulting transaction which is not settled through mediation shall be decided by neutral, binding arbitration and not by court action. The arbitration shall be conducted by a retired judge or justice, unless the Parties mutually agree to a different arbitrator, who shall render an award in accordance with substantive California law. In all other respects, the arbitration shall be conducted in accordance with applicable California law and the rules and standards of the American Arbitration Association. Judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction. 15. ATTORNEY'S FEES If either Party becomes involved in litigation arising out of this Agreement or the performance thereof, the prevailing Party shall be entitled to reasonable attorney's fees, costs and expenses, in addition to any other relief to which that Party may be entitled. This provision shall be construed as applicable to the entire Agreement. 16. ENTIRE AGREEMENT This Agreement constitutes the complete and final expression of the agreement of the Parties and is intended as a complete and exclusive statement of the terms of their agreements and supersedes all prior and contemporaneous offers, promises, representations, negotiations, discussions, communications, and agreements which may have been made in connection.with the subject matter hereof. 17. SEVERABILITY If any provision of.this Agreement is found or deemed by a court of competent jurisdiction to be invalid or unenforceable, it shall be considered severable from the remainder of this Agreement and shall not cause the remainder to be invalid or unenforceable. In such event, the Parties shall reform this Agreement to replace such stricken provision with a valid and enforceable provision which comes as close as possible to expressing the intention of the stricken provision. 18. FEES, PERMITS AND COMPLIANCE WITH LAWS AND REGULATIONS A. District shall be responsible for procuring all necessary permits and approvals for the performance of the work listed herein, and for paying all fees assessed in connection therewith. B. In the course of providing services pursuant to this Agreement, Consultant shall comply with all applicable federal, state, and local statutes, regulations, orders and standards. 19. NOTICES Any notice, demand, information, invoice, report, or item otherwise required, authorized, or provided for in this Agreement, unless otherwise specified herein, shall be deemed properly given if delivered in person or sent by United States Mail, First Class postage prepaid to the addresses below. All notices shall be deemed effective upon receipt by the Party to whom such notice is given. To Consultant: Brinn Weliise, President Switchback Public Relations + Marketing 10075 West River Street, Suite 206 Truckee, CA 96161 To District: Michael Holley, General Manager Truckee Donner Public Utility District P.O. Box 309 Truckee, CA 96160 20. TIME OF ESSENCE Time is of the essence in this Agreement. 21. SIGNATURE CLAUSE The signatories hereto represent that they are authorized to enter into this Agreement on behalf of the party for whom they sign. TRUCKEE DONNER SWITCHBACK PUBLIC PUBLIC UTILITY DISTRICT _ .� RELATIONS + MARKETING By: _ - s _ _ By: =` - Its: Its; � ,�,.-'"fa Date: Date: 't� i�'°%s ' Exhibit A Public Relations Initiatives: • Establish a timeline and action plan for rollout of press releases per initiation of each program. • Planned press releases: Timeline: Allow 1 week to gather information, write the press release and compile initial media list, a couple of days to one week to get edits back from TDPUD and final approval of release. One day to send the release to media and one week for phone follow up. Total timeframe per press release 2-3 weeks depending on how quickly we can get information and edits back from TDPUD. o Introductory release/overview of all programs. o .Individual program press releases. o Press releases related to grassroots and media partnerships as outlined below. o Press release about the efforts of the Conservation Committee. o Additional press releases to be determined. • Press releases to be disseminated to all local publications and regional publications if applicable. • Ongoing creative brainstorming. • Ongoing reporting back to Scott Terrell and the TDPUD on efforts and successes to date. Grassroots Efforts: • Establish partnerships with area schools and/or individual classrooms. • Establish partnerships with area businesses/business leaders. • Establish partnerships with local non-profits. o Craft and disseminate press releases based on success of outreach to above-mentioned groups. Timeline: We will work with the TDPUD during the first month of the contract to establish the parameters for these partnerships. Outreach will begin in month two once outreach parameters are set and any collateral associated with program is designed. Media Partnerships: • Reach out to the Sierra Sun, Truckee Times and Moonshine Ink to establish media partnerships. • Work with the Sierra Sun, Truckee Times and Moonshine Ink to establish an ongoing media campaign around the "Truckee Green Challenge" and write ongoing press releases for this campaign. • Work with the Sierra Sun, Truckee Times and Moonshine Ink to create a special insert in the newspaper explaining the "Truckee Green Challenge" and highlighting the grassroots partnerships and offering ways the community can get involved. Timeline: A top priority immediately after the contract is signed will be to approach the Sierra Sun about opportunities to provide content in the special feature they put together for the Green Building Symposium. This will be an opportunity for us to introduce the Truckee Green Challenge and begin the initial flow of press releases. The other partnerships will follow and be ongoing. Graphic Design: • Coordinate with SmallPond Studios and project manage all design elements. Timeline: Initial design work will begin immediately in order to have limited collateral pieces available for the Green Building Symposium in late May. Other design elements will follow and be ongoing.