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HomeMy WebLinkAbout15 Master Services Agreement with Ideal Wild - Attachment 1TRUCKEE DONNER PUBLIC UTILITY DISTRICT MASTER SERVICES AGREEMENT This Agreement is entered into this 8th day of October 2020, 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 Ideal Wild ("CONSULTANT"), for professional and related services to be provided to DISTRICT. DISTRICT and CONSULTANT may be referred to individually as "Party" or collectively as "Parties". SCOPE OF SERVICES A. Professional Services This Agreement will serve as a master agreement and as work is authorized by the DISTRICT, a TASK will be developed and attached as a part of this Agreement. Each TASK will describe the work to be completed (Scope of Work), the time frame to be completed, and the fee and method of payment. Each TASK will be executed by both the DISTRICT and the CONSULTANT. The DISTRICT reserves the right to contract with other persons or firms to provide professional services as it deems appropriate, in its sole and exclusive discretion. B. Additional Services Any work or services in addition to the work or services described herein shall be performed by CONSULTANT according to the rates and charges set forth in the agreement for the specific TASK for which services are provided. In the event no rate or charge is listed for a particular type of extra work, CONSULTANT shall be paid for the extra work at a rate to be mutually agreed upon prior to commencement of the extra work. 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 the 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 in accordance with the rates and charges set forth in the agreement for the specific TASK for which services are provided. In any event, CONSULTANT's compensation for a given TASK shall be subject to any fixed limits which may be agreed upon by the Parties. The total not exceed amount for this Master Services Agreement is $90,000. 3. BILLING AND PAYMENT CONSULTANT shall submit a monthly statement to DISTRICT setting forth the amount due for services and 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 (i) the services provided for herein have been fully and completely performed or (ii) December 31, 2021, whichever occurs first. (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 services 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 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. 7. 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 2 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) In the event that DISTRICT changes in any way or uses in another project or for other purposes any of the information or materials developed by CONSULTANT pursuant to this Agreement, CONSULTANT is released from any and all liability relating to their use and DISTRICT shall indemnify and hold harmless CONSULTANT, its directors, officers, agents, and employees from and against any and all liability, claims, demands, damages, losses, and expenses, including but not limited to attorney's fees, arising out of such changes or use. (C) 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. 8. 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. 9. 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. 10. 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. 11. AMENDMENT All changes or modifications to this Agreement shall be in writing and signed by both Parties. 1C3 12. 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. 13. 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. 14. 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. 15. 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. 4 16. 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. 17. NOTICES (A) 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 CONSULTANT: Andria Gutierrez, Chief Strategist IDEAL WILD P.O. Box 7131 Tahoe City, CA 96145 To DISTRICT: General Manager Truckee Donner Public Utility District 11570 Donner Pass Road Truckee, CA 96161 (B) All notices shall be deemed effective upon receipt by the party to whom such notice is given. 18. TIME OF ESSENCE Time is of the essence in this Agreement. 19. 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 IDEAL WILD PUBLIC UTILITY DISTRICT By: By: Remleh Scherzinger, MBA, CSDM, P.E. Andria Gutierrez Its: General Manager Its: Chief Strategist Date: Date: TRUCKEE DONNER PUBLIC UTILITY DISTRICT MASTER SERVICES AGREEMENT TASK No. 1 TASK TITLE: Strategic Planning Campaign Strategy and Implementation This TASK agreement is being entered into by the parties hereto pursuant to the provisions of the Master Services Agreement between the Truckee Donner Public Utility District ("DISTRICT") and Ideal Wild ("CONSULTANT") dated October 8, 2020, and all terms and definitions contained in the Master Services Agreement shall apply to this TASK. I. Description of Work A. CONSULTANT agrees to provide Strategic Planning Campaign Strategy and Implementation. B. Qualification of Personnel: The personnel supplied by CONSULTANT to fulfill its obligations under this Agreement shall include a Primary Strategist, Social Marketing Manager, Account Manager, Project Manager, Media Buyer, Copywriter, Graphic Designer, Intern, and Photographer/Videographer. C. CONSULTANT to DISTRICT: It is understood that the services to be provided under this Agreement are for the benefit of the DISTRICT and its staff, and that the CONSULTANT'S responsibility will be to the DISTRICT. It is further agreed that in all matters pertaining to the DISTRICT'S development or redevelopment projects, the CONSULTANT shall act as consultant to only the DISTRICT and shall not act as consultant to any other individual or entity affected by development or redevelopment in the DISTRICT in any manner that would conflict with CONSULTANT'S responsibilities to the DISTRICT during the term of this Agreement. D. CONSULTANT shall adhere to accepted professional standards as set forth by the relevant professional associations and shall perform all services required under this Agreement in a manner consistent with generally accepted professional procedures. CONSULTANT shall strive for maximum accuracy in the results obtained for its services, and the data provided shall be as accurate and up-to-date as is reasonably possible. E. CONSULTANT shall be obligated to devote as much of its attention, skill, and effort as may be reasonably required to perform the services described herein in a professional and timely manner. II. Scope of Work In consideration for payment of fees under Section III of this TASK, CONSULTANT shall provide, or cause to be provided, the following services: A. Digital engagement campaign for the District's strategic planning effort Time for performance of all services under this Task of this Agreement shall be from October 8, 2020 to April 30, 2021. Fees and Method of Pavment The DISTRICT agrees to pay to CONSULTANT a sum not to exceed Thirty Thousand Dollars ($30,000.00) as the sole compensation under this Agreement for the services to be rendered in connection with this Task. Payment shall be made in equal monthly installments over the term of this Task. Compensation above this amount may be agreed to by the Parties and evidenced in writing by a change order or some other record. A. CONSULTANT's hourly rate for such additional services as may be requested by DISTRICT shall be as set forth in Exhibit 1" attached hereto. B. DISTRICT retains the right to require proof of services performed or costs incurred prior to any payment under this Agreement. C. The DISTRICT retains the right to require the submittal by the CONSULTANT of all background research materials generated by the CONSULTANT in providing the services set forth herein. D. The term "costs" as used in this section includes, but is not limited to, the following items and is the sole responsibility of the CONSULTANT: travel, printing, clerical, mailing, etc. IV. Personnel A. CONSULTANT agrees that it will employ, at its own expense, all personnel, including any subcontractors, reasonably necessary in its discretion to perform the services required by this Agreement, and in no event shall such personnel be the employees of DISTRICT. All of the services required hereunder shall be performed by the CONSULTANT or subcontractors, subject to provisions of Sub -paragraph (B) below. B. In addition to personnel employed directly by CONSULTANT, CONSULTANT may engage such subcontractors as it may deem necessary to the performance of its services hereunder with the prior written approval of DISTRICT. Any such subcontractors shall be paid by the CONSULTANT from the funds payable to CONSULTANT pursuant to this Agreement, and in no event shall DISTRICT be responsible for the payment of such subcontractors. V. Abandonment of Project If the DISTRICT finds it necessary to abandon or suspend the PROJECT, the CONSULTANT shall be compensated for all work completed under Article II according to the schedule for payments designated under Article III. Work items not completed, but upon which work has been performed, shall be paid for on the basis of time and expenses incurred in accordance with the attached consultant fee schedule (Exhibit "1"). VI. Ownership of Documents CONSULTANT agrees to return to the DISTRICT, upon termination of this Agreement, all documents, drawings, photographs, and other written or graphic material, however produced, received from DISTRICT and used by CONSULTANT in the performance of its services hereunder. All work papers, drawings, reports, internal memoranda, graphics, photographs, and any written or graphic material, however produced, prepared by CONSULTANT in connection with its performance of services hereunder shall be, and shall remain after 2 termination of this Agreement, the property of the DISTRICT and may be used by the DISTRICT for any purpose whatsoever. VII. Warranties CONSULTANT warrants that its services are performed, with the usual thoroughness and competence of the consulting profession, in accordance with the standard for professional services at the time those services are rendered. In witness whereof, the parties have executed this TASK the day and year first written above. TRUCKEE DONNER PUBLIC UTILITY DISTRICT Name: Remleh Scherzinger, MBA, CSDM, P.E. Title: General Manager Signature: IDEAL WILD Name: Andria Gutierrez Title: Chief Strategist Signature: Date: Date: 3 EXHIBIT "1" FEES FOR SERVICES Billing Rapes Per Hour Primary Strategist $00 Social Marketing Manager $125 Account Manager $1 5 Project Manager $1 5 Media Buyer $12 Copywriter $130 Graphic Designer $130 Intern $50.00 Photographer/Videographer $ ,5001da rate El