2017/06/27 City Council Resolution 2017-085RESOLUTION NO. 2017-085
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ROHNERT PARK
APPROVING AGREEMENT WITH THE DESIGN GUILD
WHEREAS, the City of Rohnert Park ("City") desires to enter into an agreement with The
Design Guild for retail business attraction services.
NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Rohnert
Park that the Agreement attached hereto as Exhibit A is hereby approved.
BE IT FURTHER RESOLVED that the City Manager is hereby directed to execute an
Agreement, in substantially similar form to Exhibit A, subject to minor revisions by the City Attorney
or City Manager, and any other documents pertaining to this transaction for and on behalf of the City of
Rohnert Park.
DULY AND REGULARLY ADOPTED this 27th day of June, 2017.
CITY OF ROHNERT PARK
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Jake Mackenzie, Ma3%p
ATTEST:
Caitlin Saldanha, Deputy City Clerk
Attachment: Exhibit A
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1 AYES: ( q ) NOES: ( 0 ) 'ABSENT: ( I ) ABSTAIN: ( )
Exhibit A to Resolution
AGREEMENT
THE DESIGN GUILD
MARKETING SERVICES
THIS AGREEMENT is entered into as of the 1st day of July, 2017 by and between the CITY OF
ROHNERT PARK ("City"), a California municipal corporation, and The Design Guild
("Consultant").
RECITALS
WHEREAS, City desires to obtain consulting services for marketing to attract retail
businesses on behalf of the City; and
WHEREAS, Consultant hereby warrants to the City that Consultant is skilled and able to
provide such services described in Section 3 of this Agreement; and
WHEREAS, City desires to retain Consultant pursuant to this Agreement to provide the
services described in Section 3 of this Agreement.
AGREEMENT
NOW, THEREFORE, in consideration of their mutual covenants, the parties hereto agree
as follows:
1. Incorporation of Recitals. The recitals set forth above, and all defined terms set
forth in such recitals and in the introductory paragraph preceding the recitals, are hereby
incorporated into this Agreement as if set forth herein in full.
2. Projcet Coordination.
A. City. The City Manager or his/her designee shall represent City for all
purposes under this Agreement. The Assistant City Manager, Don Schwartz is hereby
designated as the Project Manager. The Project Manager shall supervise the progress and
execution of this Agreement.
B. Consultant. The Consultant shall assign Christine Walker of The Design
Guild, to have overall responsibility for the progress and execution of this Agreement for
Consultant.
3. Scope and Performance of Services
A. Scope of Services. Subject to such policy direction and approvals as the
City through its staff may determine from time to time, Consultant shall perform the services set
out in the "Scope of Work" attached hereto as Exhibit A and incorporated herein by reference.
The City may seek and authorize additional related services from Consultant through an
amendment to this Agreement.
B. Time of Performance. The services of Consultant are to commence upon
receipt of a written notice to proceed from City, but in no event prior to receiving a fully
executed agreement from City and obtaining and delivering the required insurance coverage, and
satisfactory evidence thereof, to City.
C. Standard of Quality. City relies upon the professional ability of
Consultant as a material inducement to entering into this Agreement. All work performed by
Consultant under this Agreement shall be in accordance with all applicable legal requirements
and shall meet the standard of quality ordinarily to be expected of competent professionals in
Consultant's field of expertise.
4. Compensation and Method ofPaymerit.
A. Compensation. The compensation to be paid to Consultant, for
professional services, shall be at the rate and schedules attached hereto as Exhibit A, and
incorporated herein by reference. The total compensation paid to Consultant under this
Agreement for the Scope of Services set forth in Exhibit A shall not exceed fifty thousand
dollars ($50,000.00). Payment by City under this Agreement shall not be deemed a waiver of
unsatisfactory work, even if such defects were known to the City at the time of payment.
A. Timing of ['ayinenl. Consultant shall submit itemized monthly statements
for work performed. City shall make payment, in full, within thirty (30) days after approval of
the invoice by the Project Manager.
B. Changes in Compensation. Consultant will not undertake any work that
will incur costs in excess of the amount set forth in Paragraph 4(A) without prior written
amendment to this Agreement.
C. Taxes. Consultant shall pay all taxes, assessments and premiums under
the federal Social Security Act, any applicable unemployment insurance contributions, Workers
Compensation insurance premiums, sales taxes, use taxes, personal property taxes, or other taxes
or assessments now or hereafter in effect and payable by reason of or in connection with the
services to be performed by Consultant.
D. No Overtime or Premium Pay. Consultant shall receive no premium or
enhanced pay for work normally understood as overtime, i.e., hours that exceed forty (40) hours
per work week, or work performed during non-standard business hours, such as in the evenings
or on weekends. Consultant shall not receive a premium or enhanced pay for work performed on
a recognized holiday. Consultant shall not receive paid time off for days not worked, whether it
is in the form of sick leave, administrative leave, or for any other form of absence.
E. Litigation Support. Consultant agrees to testify at City's request if
litigation is brought against City in connection with Consultant's work product. Unless the
action is brought by Consultant or is based upon Consultant's negligence, City will compensate
Consultant for the preparation and the testimony at Consultant's standard hourly rates, if
requested by City and not part of the litigation brought by City against Consultant.
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5. Amendment to Scope of Work. City shall have the right to amend the Scope of
Work within the Agreement by written notification to the Consultant. In such event, the
compensation and time of performance shall be subject to renegotiation upon written demand of
either party to the Agreement. Consultant shall not commence any work exceeding the Scope of
Work without prior written authorization from the City. Failure of the Consultant to secure
City's written authorization for extra or changed work shall constitute a waiver of any and all
right to adjustment in the contract price or time due, whether by way of compensation,
restitution, quantum meruit, etc. for work done without the appropriate City authorization.
6. Term. This Agreement shall commence upon its execution by both parties and
shall continue in full force and effect until completed, amended pursuant to Section 21, or
otherwise terminated as provided herein.
7. Inspection. Consultant shall furnish City with every reasonable opportunity for
City to ascertain that the services of Consultant are being performed in accordance with the
requirements and intentions of this Agreement. All work done and all materials furnished, if
any, shall be subject to the Project Manager's inspection and approval. The inspection of such
work shall not relieve Consultant of any of its obligations to fulfill the Agreement as prescribed.
8. Ownership of Documents. Title to all reports submitted by the Consultant under
the Agreement shall be vested in City, none of which shall be used in any manner whatsoever, by
any person, firm, corporation, or agency without the expressed written consent of the City.
Reports prepared under the Agreement shall be made available, upon request, to City without
restriction or limitations on their use. (Except as stated in paragraph 19. D. regarding Consultant
not being liable for such use). Consultant may retain copies of the above-described information
but agrees not to disclose or discuss any information gathered, discussed or generated in any way
through this Agreement without the written permission of City during the term of this
Agreement, unless required by law. Consultant's working papers are the Consultant's property.
9. Employment of Other Consultants Specialists or E erts. Consultant will not
employ or otherwise incur an obligation to pay other consultants, specialists or experts for
services in connection with this Agreement without the prior written approval of the City.
10. Conflict of Interest.
A. Consultant covenants and represents that neither it, nor any officer or
principal of its firm, has, or shall acquire any investment, income, business entity, interest in real
property, or other interest, directly or indirectly, which would conflict in any manner with the
interests of City, hinder Consultant's performance of services under this Agreement, or be
affected in any manner or degree by performance of Consultant's services hereunder. Consultant
further covenants that in the performance of the Agreement, no person having any such interest
shall be employed by it as an officer, employee, agent, or subcontractor without the express
written consent of the City. Consultant agrees to at all times avoid conflicts of interest, or the
appearance of any conflicts of interest, with the interests of the City in the performance of the
Agreement.
B. Consultant is not a designated employee within the meaning of the
Political Reform Act because Consultant:
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(1) will conduct research and arrive at conclusions with respect to its
rendition of information, advice, recommendation, or counsel independent of the control and
direction of the City or of any City official, other than normal contract monitoring; and
(2) Possesses no authority with respect to any City decision beyond
the rendition of information, advice, recommendation, or counsel. (2 Cal. Code Regs.
§ 18700(a)(2).)
11. Liability of Members and Employees of City. No member of the City and no
other officer, elected official, employee or agent of the City shall be personally liable to
Consultant or otherwise in the event of any default or breach of the City, or for any amount
which may become due to Consultant or any successor in interest, or for any obligations directly
or indirectly incurred under the terms of this Agreement.
12. Indemnity. To the fullest extent permitted by law, Consultant hereby agrees to
defend (by counsel reasonably satisfactory to the City), indemnify, and hold harmless the City,
its officers, elected officials, employees, agents, and volunteers from and against any and all
claims, demands, damages, costs, liabilities, or obligations brought on account of or arising out
of any acts, errors, or omissions of Consultant, its officers, employees, agents, and
subcontractors undertaken pursuant to this Agreement excepting liabilities due to the sole
negligence or willful misconduct of City. The City has no liability or responsibility for any
accident, loss, or damage to any work performed under this Agreement whether prior to its
completion and acceptance or otherwise. Consultant's duty to indemnify and hold harmless, as
set forth herein, shall include the duty to defend as set forth in California Civil Code § 2778.
This indemnification obligation is not limited in any way by any limitation on the amount or type
of damages or compensation payable by or for Consultant under Worker's Compensation,
disability or other employee benefit acts or the terms, applicability or limitations of any
insurance held or provided by Consultant and shall continue to bind the parties after
termination/completion of this agreement. This indemnification shall be regardless of and not in any
way limited by the insurance requirements of this contract. This indemnification is for the full period of
time allowed by law and shall survive the termination of this agreement.
13. Consultant Not an Agent of City. Consultant, its officers, employees and agents
shall not have any power to bind or commit the City to any decision.
14. Independent Contractor. It is expressly agreed that Consultant, in the
performance of the work and services agreed to be performed by Consultant, shall act as and be
an independent contractor and not an agent or employee of City; and as an independent
contractor, Consultant shall obtain no rights to retirement benefits or other benefits which accrue
to City's employees, and Consultant hereby expressly waives any claim it may have to any such
rights.
15. Conipliance with Laws.
A. General. Consultant shall use the standard of care in its profession to
comply with all applicable federal, state, and local laws, codes, ordinances, and regulations.
Consultant represents and warrants to City that it has and shall, at its sole cost and expense, keep
in effect or obtain at all times during the term of this Agreement any licenses, permits, insurance
and approvals which are legally required for Consultant to practice its profession. Consultant
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shall maintain a City business license. The City is not responsible or liable for Consultant's
failure to comply with any or all of the requirements contained in this paragraph.
B. Workers' Compensation. Consultant certifies that it is aware of the
provisions of the California Labor Code which require every employee to be insured against
liability for workers' compensation or to undertake self-insurance in accordance with the
provisions of that Code, and Consultant certifies that it will comply with such provisions before
commencing performance of the Agreement and at all times in the performance of the
Agreement.
C. Prevailing Wage. Consultant and Consultant's sub -consultants (if any)
shall, to the extent required by the California Labor Code, pay not less than the latest prevailing
wage rates to workers and professionals as determined by the Director of Industrial Relations of
the State of California pursuant to California Labor Code, Part 7, Chapter 1, Article 2. Copies of
the applicable wage determination are on file at the City's office of the City Clerk.
D. Inlury and Illness Prevention Program. Consultant certifies that it is aware
of and has complied with the provisions of California Labor Code § 6401.7, which requires
every employer to adopt a written injury and illness prevention program.
E. City Not Responsiblc. City is not responsible or liable for Consultant's
failure to comply with any and all of its requirements under this section and Agreement.
F. Waiver of Subrogatio . Consultant and Consultant's insurance company
agree to waive all rights of subrogation against City, its officers, elected officials, employees,
agents and volunteers for losses paid under Consultant's workers' compensation insurance policy
which arise from the work performed by Consultant for the City.
16. Confidential Information. All data, documents, discussions or other information
developed or received by or for Consultant in performance of this Agreement are confidential
and not to be disclosed to any person except as authorized by the City, or as required by law.
17. Assigninwit; Subc:`oritractors Employees
A. Assignment._ Consultant shall not assign, delegate, transfer, or convey its
duties, responsibilities, or interests in this Agreement or any right, title, obligation, or interest in
or to the same or any part thereof without the City's prior written consent. Any assignment
without such approval shall be void and, at the City's option, shall immediately cause this
Agreement to terminate.
B. Subcontractors; Employees. Consultant shall be responsible for
employing or engaging all persons necessary to perform the services of Consultant hereunder.
No subcontractor of Consultant shall be recognized by the City as such; rather, all subcontractors
are deemed to be employees of the Consultant, and Consultant agrees to be responsible for their
performance. Consultant shall give its personal attention to the fulfillment of the provisions of
this Agreement by all of its employees and subcontractors, if any, and shall keep the work under
its control. If any employee or subcontractor of Consultant fails or refuses to carry out the
provisions of this Agreement or appears to be incompetent or to act in a disorderly or improper
manner, it shall be discharged immediately from the work under this Agreement on demand of
the Project Manager.
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18. Insurance. Without limiting consultant's indemnification provided herein,
Consultant shall comply with the requirements set forth in Exhibit B to this Agreement.
19. Termination of A reeme]IL, Default.
A. This Agreement and all obligations hereunder may be terminated at any
time, with or without cause, by the City upon 5 -days' written notice to Consultant.
B. If Consultant fails to perform any of its obligations under this Agreement
within the time and in the manner herein provided or otherwise violate any of the terms of this
Agreement, in addition to all other remedies provided by law, City may terminate this
Agreement immediately upon written notice. In such event, Consultant shall be entitled to
receive as full payment for all services satisfactorily rendered and expenses incurred hereunder,
an amount which bears the same ratio to the total fees specified in the Agreement as the services
satisfactorily rendered hereunder by Consultant bear to the total services otherwise required to be
performed for such total fee; provided, however, that the City shall deduct from such amount the
amount of damages, if any, sustained by City by virtue of the breach of the Agreement by
consultant.
C. In the event this Agreement is terminated by City without cause,
Consultant shall be entitled to any compensation owing to it hereunder up to the time of such
termination, it being understood that any payments are full compensation for services rendered
prior to the time of payment.
D. Upon termination of this Agreement with or without cause, Consultant
shall turn over to the City Manager immediately copies of reports prepared by Consultant or its
subcontractors, if any, or given to Consultant or its subcontractors, if any, in connection with this
Agreement. Such materials shall become the permanent property of the City. Consultant shall
be entitled to retain copies of such documents and shall not be required to erase all electronic
backup copies or data. As stated above in section 8, Consultant's working papers remain the
property of Consultant. Consultant, however, shall not be liable for the City's use of incomplete
materials nor for the City's use of complete documents if used for other than the project
contemplated by this Agreement.
20. Suspension. The City shall have the authority to suspend this Agreement and the
services contemplated herein, wholly or in part, for such period as it deems necessary due to
unfavorable conditions or to the failure on the part of the Consultant to perform any provision of
this Agreement. Consultant will be paid for satisfactory Services performed through the date of
temporary suspension.
21. Merger; Amendment. This Agreement constitutes the complete and exclusive
statement of the agreement between the City and Consultant and shall supersede all prior
negotiations, representations, or agreements, either written or oral, This document may be
amended only by written instrument, signed by both the City and Consultant. All provisions of
this Agreement are expressly made conditions.
22. InMretation. This Agreement shall be interpreted as though it was a product of
a joint drafting effort and no provisions shall be interpreted against a party on the ground that
said party was solely or primarily responsible for drafting the language to be interpreted.
Ion
23. Litigation Costs. If either party becomes involved in litigation arising out of this
Agreement or the performance thereof, the court in such litigation shall award reasonable costs
and expenses, including attorneys' fees, to the prevailing party. In awarding attorneys' fees, the
court will not be bound by any court fee schedule, but shall, if it is in the interest of justice to do
so, award the full amount of costs, expenses, and attorneys' fees paid or incurred in good faith.
24. Time of the Essence. Time is of the essence of this Agreement.
25. Written Notification. Any notice, demand, request, consent, approval or
communication that either party desires or is required to give to the other party shall be in
writing and by email. Any such notice, demand, etc. shall be addressed to the other party at the
email address set forth below. Either party may change its address by notifying the other party
of the change of address. Notice shall be deemed communicated within 72 hours from the time
of the email as provided in this section.
If to City: Don Schwartz, Assistant City Manager
City of Rohnert Park - City Hall\
dschwartz(ajrpcity.org
If to Consultant: Christine Walker
The Design Guild
cliristine(a-),tlxedesi nt,,uild.coni
26. Consultant's Books and Records.
A. 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 and all documents and records
which demonstrate performance under this Agreement for a minimum period of three (3) years,
or for any longer period required by law, from the date of termination or completion of this
Agreement.
B. Any records or documents required to be maintained pursuant to this
Agreement shall be made available for inspection or audit, at any time during regular business
hours, upon written request by the City Attorney, City Auditor, City Manager, or a designated
representative of any of these officers. Copies of such documents shall be provided to the City
for inspection when it is practical to do so. Otherwise, unless an alternative is mutually agreed
upon, the records shall be available at Consultant's address indicated for receipt of notices in this
Agreement.
27. Agreement Binding. The terms, covenants, and conditions of this Agreement
shall apply to, and shall bind, the heirs, successors, executors, administrators, assigns, and
subcontractors of both parties.
28. Equal Employment Opportunity. Consultant is an equal opportunity employer
and agrees to comply with all applicable state and federal regulations governing equal
employment opportunity. Consultant will not discriminate against any employee or applicant for
employment because of race, age, sex, creed, color, sexual orientation, marital status or national
origin. Consultant will take affirmative action to ensure that applicants are treated during such
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employment without regard to race, age, sex, creed, color, sexual orientation, marital status, or
national origin. Such action shall include, but shall not be limited to, the following:
employment, upgrading, demotion, or transfer; recruitment or recruitment advertising; lay-offs or
termination; rates of pay or other forms of compensation; and selection for training, including
apprenticeship. Consultant further agrees to post in conspicuous places, available to employees
and applicants for employment, notices setting forth the provisions of this nondiscrimination
clause.
29. City Not Obligated to Third Parties. The City shall not be obligated or liable for
payment hereunder to any party other than the Consultant.
30. Waiver. No failure on the part of either party to exercise any right or remedy
hereunder shall operate as a waiver of any other right or remedy that party may have hereunder.
31. Severability. If any one or more of the provisions contained herein shall for any
reason be held to be invalid, illegal or unenforceable in any respect, then such provision or
provisions shall be deemed severable from the remaining provisions hereof, and such invalidity,
illegality, or unenforceability shall not affect any other provision hereof, and this Agreement
shall be construed as if such invalid, illegal, or unenforceable provision had not been contained
herein.
32. Exhibits. The following exhibits are attached to this Agreement and incorporated
herein by this reference:
A. Exhibit A: Scope of Work / Compensation
B. Exhibit B: Insurance Requirements
33. Execution. This Agreement may be executed in several counterparts, each of
which shall constitute one and the same instrument and shall become binding upon the parties
when at least one copy hereof shall have been signed by both parties hereto. In approving this
Agreement, it shall not be necessary to produce or account for more than one such counterpart.
34. News Releases/Interviews. All Consultant and sub -consultant news releases,
media interviews, testimony at hearings and public comment shall be prohibited unless expressly
authorized by the City.
35. Applicable Law; Venue. This Agreement shall be construed and interpreted
according to California law. In the event that suit shall be brought by either party hereunder, the
parties agree that trial of such action shall be held exclusively in a state court in the County of
Sonoma, California.
36. Authority. Each individual executing this Agreement on behalf of one of the
parties represents that he or she is duly authorized to sign and deliver the Agreement on behalf of
such party and that this Agreement is binding on such party in accordance with its terms.
37. STATEMENT OF ECONOMIC INl`Ens"C. If City determines Consultant
comes within the definition of Consultant under the Political Reform Act (Government Code
§87100), Consultant shall complete and file a "Statement of Economic Interest" with the Clerk
of the City of Rohnert Park disclosing Consultant and/or such other person's financial interests.
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IN WITNESS WHEREOF, the City and Consultant have executed this Agreement as of the date
first above written.
CITY OF ROHNERT PARK The Design Guild
By:
Don Schwartz, Assistant City Manager
Date:
W
By: _
Title:
Date:
EXHIBIT A
SCOPE OF SERVICES / COMPENSATION
Scope for Marlceting Services as per the attached Proposal from The Design Guild
CITY OF ROHNERT PARK - RETAIL ATTRACTION
SCOPE OF SERVICES
TASK 1: Discovery, Research, Outreach
$9000
Weeks 1-8
Review of current data (Concord Group Study, etc.)
2. Meeting with city staff
3. Interviews with other stakeholders (market intelligence) Estimate: 15-20
stakeholders which will include all five City Council members, staff
identified by Don, local developers, brokers and site selectors not to
exceed 20. Prepare for (take the lead on crafting a message, setting the
agenda, preparing any materials we need, etc.) and host a meeting for
interested community members to provide input on community desires for
retail.
TASK 2: Analysis and Review
$7000
Weeks 5-13
1. Refresh data and include snap shot of retail environment/changes 2017
2. Identification of obstacles to retail development that can be addressed
and recommendations: City fees, approval process, and residents'
concerns. By identifying areas of concern, this will inform areas on which
to concentrate to address obstacles. Marketing can promote areas that in
the past may have been impediments to desired city development. While
reviews have been positive in the past, it is important to review relative to
retail development.
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1208604v1 80078/0012 Revised: 10/27/10
DELIVERABLE FROM DISCOVERY, RESEARCH, OUTREACH, ANALYSIS AND REVIEW:
SUMMARY DOCUMENT INCLUDING UPDATE OF DATA, STAKEHOLDER INTERVIEW
SUMMARY, IDENTIFICATION OF KEY THEMES + FINDINGS/RECOMMENDATIONS
REGARDING OBSTACLES TO RETAIL DEVELOPMENT
TASK 3: Marketing Materials
City Brochure (12 panels using 4 page templates)
$4000
Weeks 5-15
Brochure and/or loose information sheets to tell city story for
developers and site selectors, etc. Content developed here will also
be used for Economic Development Dashboard and more robust
online presence for City Website, targeted to site selectors and
potential businesses
2. Data to include; demographics, trends for Rohnert Park (to include, but
not limited to: housing/population growth, Sonoma State University
enrollment and relevant trends, hotel data (occupancy, challenges,
opportunities), attractions (Bear Republic, Green Music Center,
Graton Casino) pictures, maps, sites (specific or citywide) etc.
DELIVERABLE: PRINT -READY FILE FOR 10-12 PAGE BROCHURE
DESIGN, COPYWRITING, AND PRODUCTION FOR 10-12 PAGE BROCHURE.
INCLUDES THREE ROUNDS OF REVISIONS. AS DETERMINED BY CITY STAFF,
CONSULTANT WILL PRESENT ONE VERSION TO THE ECONOMIC DEVELOPMENT
COMMITTEE AND THEN TO THE FULL CITY COUNCIL FOR REVIEW AND COMMENT,
Site -Specific Datasheets (8, 2 -sided data sheets using one template)
$2500
Weeks 5-15
1. Identify sites with potential for retail development or redevelopment
a. Use those sites that are: for sale, under development or in
planning, or with significant opportunity for redevelopment, with
willing owner
b. Include underperforming or underutilized sites
Sites and uses that are a priority for the City (such as downtown
development, etc.)
2. Marketing materials: site-specific data sheets that can be included, as
needed, in the City brochure listed above
DELIVERABLE: PRINT -READY FILES FOR 8 SITE SPECIFIC DATA SHEETS
USED INDIVIDUALLY OR IN COMBINATION WITH THE CITY MARKETING BROCHURE
(ABOVE)
DESIGN, COPYWRITING, AND PRODUCTION FOR 8 DATA SHEETS.
INCLUDES THREE ROUNDS OF REVISIONS.
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Website/Dashboard (15-20 page site)
$9,500
Weeks 12-16
1. Use existing web page templates, build out new sections on existing city
website to be used as a retail dashboard and to present city-wide retail
attraction message and site specific information
2. Use content developed for brochure and slip -sheets to populate web site
DELIVERABLE: 15-20 PAGE WEBSITE
USED INDIVIDUALLY OR IN COMBINATION WITH OTHER CITY MARKETING MATERIALS
DESIGN, DEVELOPMENT, AND PRODUCTION FOR 15-20 PAGE WEBSITE.
INCLUDES THREE ROUNDS OF REVISIONS.
Photography (2, 4 -hour photoshoots- )
$1500
Week 12
�. Up to 20 photo files of multiple locations - shot list TBD, usage
approved for print collateral and web
2. Includes project management to coordinate scheduling of shoots,
DELIVERABLE: 20 HIGH-RES PHOTO .JPEG FILES
USED INDIVIDUALLY OR IN COMBINATION WITH OTHER CITY MARKETING MATERIALS +
RETAIL ATTRACTION WEBSITE
PROJECT MANAGEMENT, ART DIRECTION, PHOTOGRAPHY, EDITING
Marketing Videos (3, 30 -second, or 2, 1 -minute)
$2500
Week 15
�. Use existing branding, copy developed in other retail marketing
materials and established aesthetic to create a series of online videos.
2. Includes project management to coordinate scheduling of shoots and
audio sessions.
3. Includes three rounds of changes.
DELIVERABLE: LINKS AND EMBED CODES FOR 2-3 ONLINE VIDEOS
USED INDIVIDUALLY OR IN COMBINATION WITH OTHER CITY MARKETING MATERIALS
ART DIRECTION, SCRIPTWRITING, VIDEO SHOOTING (UP TO THREE LOCATIONS) AUDIO
RECORDING, EDITING
INCLUDES THREE ROUNDS OF REVISIONS.
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1208604v1 80078/0012 Revised: 10/27/10
TASK 4: Event Strategy and Implementation
$1500
Weeks 14-20
Event - Late November/Early December
1. This phase will start with the first event (a breakfast for brokers,
developers, etc.) and a bus tour. These could both be on the same day.
Subsequent events will be identified, and if of interest to the City, will be
offered at an additional cost.
2. The consultant will put together a timeline for future events to build on the
initial momentum.
3. The consultant will provide logistics for the first event + have lead role in
developing script.
4. The invitation list will be completed in consultation with city staff and other
stakeholders.
5. The cost of food, transportation, signs and location will be provided by the
City of Rohnert Park
DELIVERABLES: ONE EVENT, MAY INCLUDE BUS TOUR
TASK 5: Outreach
$6500
Weeks 1-24
1. Outreach (provision of information, targeting and recruitment) to:
a. Developers: identification of a limited number of potential sites for
development, marketing of those sites that the City would like
developed and identification of private/public partnership
opportunities.
b. Industry associations: Participation at industry associations as
needed such as International Council of Shopping Centers (ICSC)
to maximize visibility of city retail sites (consultant will attend first
event and work with staff to develop a meaningful presence) and
plan for subsequent marketing of this type
c. Existing property owners: assistance in redevelopment and
identifying appropriate sites. Not a part of this Scope, but services
would be available as an option.
OUTREACH AS IDENTIFIED, PARTICIPATION
AT ICSC, RETAILER TARGETING AND OUTREACH
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1208604x1 80078/0012 Revised: 10/27/10
TASK 6: Action Plan
$6000
Week 24
The Final Report will be a compilation of the market intelligence, data and
stakeholder information. It will include data analysis and
recommendations from the consultant about current and next steps and
provide an action and implementation plan for future actions. This is an
important part of the plan to activate retail effectively in Rohnert Park.
This will also include site specific information which will analyze the
appropriateness of the site for desired retail uses, making sure that the
property and zoning are aligned to facilitate development and assistance
necessary to assist property owners to activate development of the site.
2. In the case of prime locations, identify the proposed use and determine
whether the use in in line with City desires for development. Where there
is a mis-match, the consultant will reach out to the broker or owner to
facilitate a solution that works for both parties.
3. Recommendations for an ongoing Retail Economic Development Advisory
Committee to guide potential new projects, peer review, etc.
4. Plan to target specific retailers (match -making) after sites have been
identified, staff and consultant will meet with desired retailers to facilitate
their location decision-making. For example, if Philz was determined to
be a good match for a specific site, we would meet with Philz'
representatives, present the marketing information, and see if there are
any obstacles that could be addressed and "walk" with them through the
approval process to ensure a completed project in a timely manner.
DELIVERABLE: FINAL REPORT/ACTION PLAN/TIMELINE FOR FUTURE ACTIONS
Rate Card
The Design Guild
Role
Creative Direction
Art Direction
Design
Copywriting
Project Management
Production
Programming
Administrative Support
Cost per hour
$150
$150
$100
$100
$100
$80
$80
$40
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Rate Card
Peninsula Development Advisors
Role Cost per hour
Strategic Consulting (PDA) $150
1. PDA will be subcontractor to The Design Guild.
2. City and Consultant may shift funding among tasks by mutual consent and
with written approval.
3. City and Consultant (and/or PDA) may amend this scope to add tasks at
additional, mutually agreed cost and with written approval.
4. Project cost, as outlined in scope of services, not to exceed $50,000 without
City approval.
EXHIBIT B
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INSURANCE REQUIREMENTS for Consultant Services Agreement
Prior to the beginning of and throughout the duration of the Work Consultant will maintain insurance in
conformance with the requirements set forth below. Consultant will use existing coverage to comply with
these requirements. If that existing coverage does not meet the requirements set forth here, Consultant
agrees to amend, supplement or endorse the existing coverage to do so. Consultant acknowledges that the
insurance coverage and policy limits set forth in this section constitute the minimumm amount of coverage
required. Any insurance proceeds available to City in excess of the limits and coverage required in this
agreement and which is applicable to a given loss, will be available to City.
Consultant shall provide the following types and amounts of insurance.-
General
nsurance:
General Liability Insurance using Insurance Services Office "Commercial General Liability" policy form
CG 00 01 or the exact equivalent. Defense costs must be paid in addition to limits. There shall be no cross
liability exclusion for claims or suits by one insured against another. Limits are subject to review but in
no event less than $2,000,000 (Two Million Dollars) per occurrence, and $4,000,000 (Four Million
Dollars) annual aggregate.
Business Auto Coverage on ISO Business Auto Coverage form CA 0001 including symbol 1 (Any Auto)
or the exact equivalent. Limits are subject to review, but in no event to be less than $1,000,000 (One
Million Dollars) per accident. If Consultant owns no vehicles, this requirement may be satisfied by a non -
owned auto endorsement to the general liability policy described above. If Consultant or Consultant's
employees will use personal autos in any way on this project, Consultant shall provide evidence of
personal auto liability coverage for each such person.
Workers Compensation on a state -approved policy form providing statutory benefits as required by law
with employer's liability limits no less than $1,000,000 (One Million Dollars) per accident or disease.
Professional Liability or Errors and Omissions Insurance as appropriate shall be written on a policy form
coverage specifically designed to protect against acts, errors or omissions of the consultant and "Covered
Professional Services" as designated in the policy must specifically include work performed under this
agreement. The policy limit shall be no less than $1,000,000 (One Million Dollars) per claim and in the
aggregate. The policy must "pay on behalf of the insured and must include a provision establishing the
insurer's duty to defend. The policy retroactive date shall be on or before the effective date of this
agreement.
Insurance procured pursuant to these requirements shall be written by insurers that are admitted carriers
or authorized to transact insurance in the state of California and with an A.M. Bests rating ofA- or better
and a minimum financial size VII.
General conditions pertaining to provision of insurance coverage by Consultant. Consultant and City
agree to the following with respect to insurance provided by Consultant.
Consultant agrees to have its insurer endorse the third party general liability coverage required
herein to include as additional insureds the City, its officers, elected officials, employees, agents,
and volunteers using standard ISO endorsement No. CG 20 10 or an approved equivalent. If
completed operations coverage is excluded, the policy must be endorsed to include such coverage.
Consultant also agrees to require all contractors, and subcontractors to do likewise.
2. No liability insurance coverage provided to comply with this Agreement shall prohibit Consultant,
or Consultant's employees, or agents, from waiving the right of subrogation prior to a loss.
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Consultant agrees to waive subrogation rights against City regardless of the applicability of any
insurance proceeds, and to require all contractors and subcontractors to do likewise.
3. The worker's compensation policy is to be endorsed with a waiver of subrogation. The insurance
company, in its endorsement, agrees to waive all rights of subrogation against the City, its officers,
elected officials, employees, agents, and volunteers for losses paid under the terms of this policy
which arise from the work performed by the named insured for the City.
4. All insurance coverage and limits provided by Contractor and available or applicable to this
agreement are intended to apply to the full extent of the policies. Nothing contained in this
Agreement or any other agreement relating to the City or its operations limits the application of
such insurance coverage.
5. None of the coverages required herein will be in compliance with these requirements if they include
any limiting endorsement of any kind that has not been first submitted to City and approved of in
writing.
6. No liability policy shall contain any provision or definition that would serve to eliminate so-called
"third party action over" claims, including any exclusion for bodily injury to an employee of the
insured or of any contractor or subcontractor.
7. Consultant shall not make any reductions in scope of coverage (e.g. elimination of contractual
liability or reduction of discovery period) that may affect City's protection without City's prior
written consent.
8. Proof of compliance with these insurance requirements, consisting of certificates of insurance
evidencing all of the coverages required and an additional insured endorsement to Consultant's
general liability policy, shall be delivered to City at or prior to the execution of this Agreement. In
the event such proof of any insurance is not delivered as required, or in the event such insurance is
canceled at any time and no replacement coverage is provided, City has the right, but not the duty,
to obtain any insurance it deems necessary to protect its interests under this or any other agreement
and to pay the premium. Any premium so paid by City shall be charged to and promptly paid by
Consultant or deducted from sums due Consultant, at City option.
9. Certificate(s) are to reflect that the insurer will provide 30 days' notice to City of any cancellation
of coverage. Consultant agrees to require its insurer to modify such certificates to delete any
exculpatory wording stating that failure of the insurer to mail written notice of cancellation imposes
no obligation, or that any party will "endeavor" (as opposed to being required) to comply with the
requirements of the certificate.
10. It is acknowledged by the parties of this agreement that all insurance coverage required to be
provided by Consultant or any subcontractor, is intended to apply first and on a primary, non-
contributing basis in relation to any other insurance or self-insurance available to City.
11. Consultant agrees to ensure that subcontractors, and any other party involved with the project that is
brought onto or involved in the project by Consultant, provide the same minimurn insurance
coverage required of Consultant. Consultant agrees to monitor and review all such coverage and
assumes all responsibility for ensuring that such coverage is provided in conformity with the
requirements of this section. Consultant agrees that upon request, all agreements with
subcontractors and others engaged in the project will be submitted to City for review.
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12. Consultant agrees not to self -insure or to use any self-insured retentions or deductibles on any
portion of the insurance required herein and further agrees that it will not allow any contractor,
subcontractor, Architect, Engineer or other entity or person in any way involved in the performance
of work on the project contemplated by this agreement to self -insure its obligations to City. If
Consultant's existing coverage includes a deductible or self-insured retention, the deductible or self-
insured retention must be declared to the City.
13. For purposes of applying insurance coverage only, this Agreement will be deemed to have been
executed immediately upon any party hereto taking any steps that can be deemed to be in
furtherance of or towards performance of this Agreement.
14. Consultant acknowledges and agrees that any actual or alleged failure on the part of City to inform
Consultant of non-compliance with any insurance requirement in no way imposes any additional
obligations on City nor does it waive any rights hereunder in this or any other regard.
15. Consultant will renew the required coverage annually as long as City, or its employees or agents
face an exposure from operations of any type pursuant to this agreement. This obligation applies
whether or not the agreement is canceled or terminated for any reason. Termination of this
obligation is not effective until City executes a written statement to that effect.
16. Consultant shall provide proof that policies of insurance required herein expiring during the term of
this Agreement have been renewed or replaced with other policies providing at least the same
coverage. Proof that such coverage has been ordered shall be available prior to expiration. A
coverage binder or letter from Consultant's insurance agent to this effect is acceptable. A certificate
of insurance and/or additional insured endorsement as required in these specifications applicable to
the renewing or new coverage must be provided to City within forty-five days of the expiration of
the coverages.
17. The provisions of any workers' compensation or similar act will not limit the obligations of
Consultant under this agreement. Consultant expressly agrees not to use any statutory immunity
defenses under such laws with respect to City, its officers, elected officials, employees, agents, and
volunteers.
18. Requirements of specific coverage features or limits contained in this section are not intended as
limitations on coverage, limits or other requirements nor as a waiver of any coverage normally
provided by any given policy. Specific reference to a given coverage feature is for purposes of
clarification only as it pertains to a given issue, and is not intended by any party or insured to be
limiting or all-inclusive.
19. These insurance requirements are intended to be separate and distinct from any other provision in
this agreement and are intended by the parties here to be interpreted as such.
20. The requirements in this Section supersede all other sections and provisions of this Agreement to
the extent that any other section or provision conflicts with or impairs the provisions of this
Section.
21. Consultant agrees to be responsible for ensuring that no contract used by any party involved in any
way with the project reserves the right to charge City or Consultant for the cost of additional
insurance coverage required by this agreement. Any such provisions are to be deleted with
reference to City. It is not the intent of City to reimburse any third party for the cost of complying
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with these requirements. There shall be no recourse against City for payment of premiums or other
amounts with respect thereto.
23. Consultant agrees to provide inunediate notice to City of any claim or loss against Consultant
arising out of the work performed under this agreement. City assumes no obligation or liability by
such notice, but has the right (but not the duty) to monitor the handling of any such claim or claims
if they are likely to involve City.
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1208604v1 80078/0012 Revised: 10/27/10
CERTIFICATE OF CONSULTANT
I, HEREBY CERTIFY that I am the Christine Walker, a duly authorized representative
of the firm The Design Guild, Inc. whose address is PO Box 548, Petaluma, CA 94953 and that
neither I nor the above firm I here represent has:
a) Employed or retained for a commission, percentage, brokerage, contingent
fee, or other consideration, any firm or person (other than a bona fide
employee working solely for me or the above consultant) to solicit to
secure this Agreement.
b) Agreed, as an express or implied condition for obtaining this contract, to
employ or retain the services of any firm or person in connection with
carrying out the Agreement; or
C) Paid, or agreed to pay, to any firm, organization or person (other than a
bona fide employee working solely for me or the above consultant) any
fee, contribution, donation, or consideration of any kind for, or in
connection with, procuring or carrying out the Agreement;
Except as here expressly stated (if any);
I acknowledge that this certificate is subject to applicable State and Federal laws, both
criminal and civil.
Date
Signature
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