HomeMy WebLinkAboutH.G. Consulting Group LLC; 2015-05-20;AGREEMENT FOR PUBLIC OUTREACH AND INVOLVEMENT SERVICES
H.G. CONSULTING GROUP, LLC
^^THIS AGREEMENT is made and entered into as of the day of
rnCllA , 20\S. by and between the CITY OF CARLSBAD, a municipal
corporatibn, ("City"), and H.G. Consulting Group, a limited liability company, ("Contractor").
RECITALS
A. City requires the professional services of a public outreach and involvement
consultant that is experienced in providing public information and communication services to
govelfnrnent entities.
B. Contractor has the necessary experience in providing professional services and
advice related to public information and communication services for government entities.
C. Contractor has submitted a proposal to City and has affirmed its willingness and
ability to perform such work.
NOW, THEREFORE, in consideration of these recitals and the mutual covenants
contained herein. City and Contractor agree as follows:
1. Scope of Work. City retains Contractor to perform, and Contra<^or agrees to render,
those services (the "Services") that are defined in Exhibit "A", attached and incorporated by this
reference in accordance with the terms and conditions set forth in this Agreement.
2. Term
The term of this Agreement will be effective for a period of one (1) year from the date first above
written. The City Manager may amend the Agreement to extend it for two (2) additional one (1)
year periods or parts thereof. Extensions will be based upon a satisfactory review of
Contractor's performance. City needs, and appropriation of funds by the City Council. The
parties will prepare a written amendment indicating the effective date and length of the extended
Agreement.
3. Compensation
The total fee payable for the Services to be performed during the initial Agreement term will not
exceed thirty thousand dollars ($30,000) per agreement year. The hourly rates for this contract
are:
Interviews, Facilitation, Design, Analysis and Consultation: $175/hr
Materials and Report Drafting/Editing: $100/hr
Administrative Support: $50/hr
No other compensation for the Services will be allowed except for items covered by subsequent
amendments to this Agreement. The City reserves the right to withhold a ten percent (10%)
retention until City has accepted the work and/or Services specified in Exhibit "A".
incremental payments, if applicable, should be made as outlined in attached Exhibit "A".
4. Status of Contractor. Contractor will perform the Services in Contractor's own way as an
independent contractor and in pursuit of Contractor's independent calling, and not as an
employee of City. Contractor will be under control of City only as to the result to be
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accomplished, but will consult with City as necessary. The persons used by Contractor to
provide services under this Agreement will not be considered employees of City for any
purposes.
The payment made to Contractor pursuant to the Agreement will be the full and
complete compensation to which Contractor is entitled. City will not make any federal or state
tax withholdings on behalf of Contractor or its agents, employees or subcontractors. City will not
be required to pay any workers' compensation insurance or unemployment contributions on
behalf of Contractor or its employees or subcontractors. Contractor agrees to indemnify City
within thirty (30) days for any tax, retirement contribution, social security, overtime payment,
unemployment payment or workers' compensation payment which City may be required to
make ori behalf of Contfacloir of any agent, employee, or subeontfaclor of Contractor for work
done under this Agreement. At the City's election. City may deduct the indemnification amount
from any balance owing to Contractor
5. Ownership of Work(s). Excepting such items which are specifically identified by
Contractor as proprietary trade secrets, any and all sketches, drawings, tracings, images
(whether still or moving), audio sounds, recordings, notes, computations, writings, and otiier
materials and documents (collectively "Work(s)") prepared by Contractor in the performance of
this Agreement shall be the property of City from the moment of their preparation, and
Contractor shall deliver such materials and documents to City, upon request.
Contractor shall have the right to make duplicate copies of such materials and
documents for its own file or for other purposes the City may agree as to in writing.
6. Titles and Copyright Assignment. Contractor and City intend this to be an Agreement for
Services and each considers the deliverable product (Work) and results of the Services to be
rendered by Contractor hereunder to be a work made-for-hire. Contractor acknowledges and
agi^es that the Work (and all rights therein, including, without limitation, copyright) belongs to
and shall be the sole and exclusive property of City.
If for any reason the Work would not be considered a work made-for-hire under
applicable law, Contractor does hereby sell, assign, and transfer to City, its successors and
assigns, the entire right, titie and interest in and to the copyright in the Work and any
registrations and copyright applications relating thereto and any renewals and extensions
thereof, and in and to all works based upon, derived from, or incorporating the Work, and in and
to all income, royalties, damages, claims and payments now or hereafter due or payable with
respect thereto, and in and to all causes of action, either in law or in equity for past, present, or
future infringement based on the copyrights, and in and to all rights corresponding to the
foregoing throughout the worid.
If the Work is one to which the provisions of 17 U.S.C. 106A apply, the Contractor
hereby waives and appoints City to assert on the Contractor's behalf the Contractor's moral
rights or any equivalent rights regarding the form or extent of any alteration to the Work
(including, without limitation, removal or destruction) or the making of any derivative works
based on the Work, including, without limitation, photographs, drawings or other visual
reproductions or the Work, in any medium, for City purposes.
Contractor agrees to execute all required documents and to perform such other proper
acts, as City may deem necessary to secure for City or its designee the rights herein assigned.
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7. Indemnification for Intellectual Property Infringement. Contractor agrees to defend,
indemnify and hold harmless City, its elected officials, employees and agents from and against
any claim, action, proceeding, liability, loss, damage, cost or expense, including, without
limitation, reasonable attorneys' fees, as provided herein, arising out of any claim that the
Contractor's Works, products, services and/or deliverables, or any part of them, infringes upon
or othenvise violates any copyright, trade secret, trademark, service mari<, patent, invention,
proprietary information, or other rights of any third party, or that City's use of them othenwise
violates this Section [collectively referred to for purposes of this Section as "Infringement
Claims(s)"], by paying all amounts that a court finally awards or that Contractor agrees to in
settlement of such Infringement Claim(s), as well as any and all expenses or charges arising
from such Infringement Claim(s), including reasonable attorneys' fees, as they are incurred by
City Or any other party indemnified under this Section.
City also agrees that, if the use or operation of the Contractor's Works, products,
services and/or deliverables, or any part of them, becomes, or in Contractor's opinion is likely to
become, the subject of an Infringement Claim(s), City will permit Contractor, at Contractor's
option and expense for all associated costs, either to procure the right for City to continue to use
Contractor's Works, products, services and/or deliverables, or part thereof, or to replace or
modify them with another item of comparable quality and performance capabilities to become
non-infringing, provided such replacement or modification does not cause the product, services
and/or deliverables, or any part thereof, to fail to comply with any of the requirements of this
Agreement, including but not limited to, all functionality, technical specifications and
performance warranties.
In the event City's ongoing use of Contractor's Work's, products, services and/or
deliverables, or any part of them, is the subject of any act by a third party arising from an
Infringement Claim that would preclude or impair City's use of Contractor's Works, products,
services and/or deliverables (e.g., injunctive relief), or if City's continued use of them may
subje^ it to punitive damages or statutory penalties. City shall give written notice to Contractor
of such fact(s). Upon notice of such facts. Contractor shall procure the right for City to continue
to use the Works, products, services and/or deliverables, or part thereof, or replace or modify
the Works, products, services and/or deliverables of comparable quality and performance
capabilities to become non-infringing.
If Contractor fails to complete the remedial acts set forth above within forty-five (45)
calendar days of the date of the written notice from City, City shall have the right to take such
remedial acts it determines to be reasonable to mitigate any impairment of its use of
Contractor's Works, products, services and/or deliverables or damages (hereafter referred to as
"City's Remedial Acts"). Contractor shall indemnify City for all amounts paid and direct and
indirect costs associated with City's Remedial Ads. Failure by Contractor to pay such amounts
within ten (10) calendar days of invoice by City shall, in addition to and cumulative to all other
remedies, entitie City to immediately withhold payments due Contractor under this Agreement
up to the amount paid in connection with City's Remedial Acts.
8. Indemnification - General. Contractor agrees to indemnify and hold harmless the City
and its officers, officials, employees and volunteers from and against all claims, damages,
losses and expenses including attorneys fees arising out of the performance of the work
described herein caused in whole or in part by any willful misconduct or negligent act or
omission of the Contractor, any subcontractor, anyone directly or indirectly employed by any of
them or anyone for whose acts any of them may be liable.
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The parties expressly agree that any payment, attorney's fee, costs or expense City
incurs or makes to or on behalf of an injured employee under the City's self-administered
workers' compensation is included as a loss, expense or cost for the purposes of this section,
and that this section will survive the expiration or eariy termination of this Agreement.
9. Insurance. Contractor will obtain and maintain policies of commerdal general liability
insurance, automobile liability insurance, a combined policy of wori<ers' compensation,
employers liability insurance, and professional liability insurance from an insurance company
authorized to transact the business of insurance in the State of California which has a current
rating in the Best's Key Rating guide of at least A=:V in an amount of not less than one million
dollars ($1,000,000) for each policy, unless otherwise authorized and approved by the City
Attorney or the City Manager. Notwithstanding, Workers' Compensation and employers liability
insurance limits shall not be less than the amount required by the California Labor Code.
Workers' Compensation will not be required if Contractor has no employees and provides, to
City's satisfaction, a declaration stating this. Contractor will obtain occurrence coverage,
excluding Professional Liability, which will be written as claims-made coverage. The insurance
will be in force during the life of this Agreement and will not be canceled without thirty (30) days
prior written notice to the City by certified mail. City will be named as an additional insured on
General and Automobile liability. Contractor will furnish certificates of insurance to the Contract
Department, with endorsements to City prior to City's execution of this Agreement.
10. Conflict of Interest. City will evaluate Contractor's duties pursuant to this Agreement to
determine whether disclosure under the Political Reform Act and City's Conflict of Interest Code
is required of Contractor or any of Contractor's employees, agents or subcontractors. Should it
be determined that disclosure is required. Contractor or Contractor's employees, agents, or
subcontractors will complete and flle with the City Clerk those schedules specified by City and
contained in the Statement of Economic Interests Form 700.
11. Compliance With Laws. Contractor will comply with all applicable local, state and federal
laws and regulations prohibiting discrimination and harassment and will obtain and maintain a
City of Carisbad Business License for the term of this Agreement.
12. Termination. In the event of the Contractor's failure to pnasecute, deliver, or perform the
Services, City may terminate this Agreement for nonperformance by notifying Contractor by
certified mail and/or U.S. Mail of the termination. If City decides to abandon or indefinitely
postpone the work or services contemplated by this Agreement, City may terminate this
Agreement upon written notice to Contractor. Upon notification of termination. Contractor has
five (5) business days to deliver any documents owned by City and all work in progress to City
address contained in this Agreement. City will make a determination of fact based upon the
work product delivered to City and of the percentage of work that Contractor has performed
which is usable and of worth to City in having the Agreement completed. Based upon that
finding City will determine the final payment of the Agreement.
Either party upon tendering thirty (30) days written notice to the other party may
terminate this Agreement. In this event and upon request of City, Contractor will assemble the
work product and put it in order for proper filing and closing and deliver it to City. Contractor will
be paid for woric performed to the temiination date; however, the total will not exceed the lump
sum fee payable under this Agreement. City will make the final determination as to the portions
of tasks completed and the compensation to be made.
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13. Claims and Lawsuits. By signing this Agreement, Contractor agrees that any Agreement
claim submitted to City must be asserted as part of the Agreement process as set forth in this
Agreement and not in anticipation of litigation or in conjunction with litigation. Contractor
acknowledges that if a false claim is submitted to City, it may be considered fraud and
Contractor may be subject to criminal prosecution. Contractor acknowledges that California
Government Code sections 12650 et seq., the False Claims Act applies to this Agreement and,
provides for civil penalties where a person knowingly submits a false claim to a public entity.
These provisions include false claims made with deliberate ignorance of the false information or
in reckless disregard of the truth or falsity of information. If City seeks to recover penalties
pursuant to the False Claims Act, it is entitled to recover its litigation costs, including attorney's
fees. Contractor acknowledges that the filing of a false claim may subject Contractor to an
administrative debarment proceeding as the result of which Contractor may be prevented to act
as a Contractor on any public work or improvement for a period of up to five (5) years.
Contractor acknowledges debarment by another jurisdiction is grounds for City to terminate this
Agreement.
14. Venue and Jurisdiction. Contractor agrees and stipulates that the proper venue and
jurisdiction for resolution of any disputes between the parties arising out of this Agreement is the
State Superior Court, San Diego County, California.
15. Assignment. Contractor may assign neither this Agreement nor any part of it, nor any
monies due or to become due under it, without the prior written consent of City.
16. Amendments This Agreement may be amended by mutual consent of City and
Contractor. Any amendment will be in writing, signed by both parties, with a statement of
estimated changes in charges or time schedule.
17. Entire Agreement. This Agreement, together with any other written document referred to
or contemplated by it, along with the purchase order for this Agreement and its provisions,
embody the entire Agreement and understanding between the parties relating to the subject
matter of it. In case of conflict, the terms of the Agreement supersede the purchase order.
Neither this Agreement nor any of its provisions may be amended, modifled, waived or
discharged except in a writing signed by both parties.
18. Authority. The individuals executing this Agreement and the instruments referenced in it
on behalf of Contractor each represent and warrant that they have the legal power, right and
actual authority to bind Contractor to the terms and conditions of this Agreement.
CONTRACTOR Kar^vvcv;\-h>^<:»«^c^(^^/v^v\ • CD'^
O (e-mail addrSss) O
By:
[Sign here)' (Sign here)
(Print riame/titie) (Pnn* name/titie)
(e-mail address)
City Attomey Approved Version 1.2014
ATTEST:
CITY OF CARLSBAD, a municipal
corporation of the State of California
By: . BARBARA EN
^-^^JU^^ City Clerk
|yyW\(y\ City ManageFof^Aayof-
Kathryn B. Dodson
If required by City, proper notarial acknowledgment of execution by contractor must be attached. If a
Corporation, Agreement must be signed by one corporate officer from each of the following two groups.
*Group A. "Group B.
Chairman, Secretary,
President, or Assistant Secretary,
Vice-President CFO or Assistant Treasurer
Otherwise, the corporation must attach a resolution certified by the secretary or assistant
secretary under corporate seal empowering the officer(s) signing to bind the corporation.
APPROVED AS TO FORM:
CELIA A.
Assistant City Attorney
City Attomey Approved Version 1.2014
EXHIBIT "A"
SCOPE OF SERVICES
Public Outreach and Involvement Services
On an as needed basis under the direction of the communication manager, provide public
outreach and involvement services and advice to include:
• Attend meetings with city staff to discuss upcoming opportunities for public outreach
and involvement.
• Make recommendations for informing and involving the public in city programs and
initiatives.
• Conduct interviews with city staff and stakeholders to obtain input on city programs
and initiatives.
• Facilitate meetings with city staff and stakeholders.
• Draft reports summarizing outreach and involvement efforts.
Other Considerations
All works submitted to and accepted by the city must be an original piece created by the
contractor.
All works submitted by the Contractor must be in standard U.S. English and adhere to the
City of Carlsbad Writing Style Guide.
All works must be submitted in Microsoft Word format and include a headline pertaining
to the work in bold. The work should appear in a non-bolded Calibri, 12 point font.
Contractor's submissions to the city may not contain profanity, erotica or pornography
and/or the Contractor's personal racial, political or religious views.
The City reserves the right to use all submitted works in current and/or future forms of
current media and/or media to be developed.
Total (not to exceed): $30,000
City Attomey Approved Version 1.2014
Donna Hera
From: Donna Heraty
Sent: Friday, May 22, 2015 3:42 PM
To: 'hgconsultingsd@gmail.com'
Cc: Shelley Collins
Subject: REQUIRED CONFUCT OF INTEREST
Attachments: Resolution No. 2015-050.pdf
To Whom It May Concern:
You are receiving this email because your company has a consultant agreement with the City of Carlsbad. The City of
Carlsbad's Conflict of Interest Code requires all consultants to file a statement disclosing certain economic interests, that
may foreseeably be affected materially by any decisions made, or participated in, by a designated official because of
their position. To comply with this requirement a Statement of Economic Interest Form 700 "Assuming Office" is
required to be filed with the City of Carlsbad City Clerk's Office.
To file your Assuming Office statement, please follow the instructions below:
• As reflected in the City Conflict of Interest Code - Resolution No. 2015-050, the employee(s) of your company
that work directly with citv staff are required to complete the Statement of Economic Interest Form (Form
700). Consultants are required to claim -
Category (A) Investment and Real Property Disclosure
Category (B) Personal Income Disclosure
Category (C) Business Entity Income Disclosure
Category (D) Business Position Disclosure
• Your "Assuming Office" date for this filing is May 20,2015.
• Even if there are no reportable interests, the cover page is still required to be completed with box "None" in
Section 4 checked.
• THE COMPLETED FORM 700 IS DUE IIM THE CITY CLERK'S OFFICE BY 5:00 PM. JUNE 22. 2015.
Mailing Address: Citv Clerk's Office. 1200 Carlsbad Village Drive. Carlsbad, CA 92008.
• Form 700
• Form 700 Reference Pamphlet
Other documents vou may use as reference:
• FAQ: Form 700 Disclosure
• Local Gift Fact Sheet
In addition, when your contract with the City of Carlsbad is completed, the consultant/vendor that filed the Assuming
Office statement is/are required to file a "Leaving Office" statement, utilizing the same Form 700 and entering the date
the contract ended in the "Leaving Office" date line, and submitting to the City Clerk's Office no later than 30 days
following completion of the agreement.
**Failure to file the Assuming and/or Leaving Office statement(s) could result in penalties assessed at $10.00 per day,
not to exceed $100.00, in addition to any other penalties per California Government Section Code 91013.
If you have any questions or need additional information, please feel free to contact me or the Fair Political Practices
Commission (FPPC) at 1-866-ASK-FPPC (1-866-275-3772).
Sincerely,
Donna Heraty.
CARLSBAD
Donna Heraty, CMC
Deputy City Clerk
City of Carlsbad
1200 Carlsbad Village Drive
Carlsbad, CA 92008
www.carlsbadca.gov
P: 760-434-2808
F: 760-720-6917
donna.heratv@carlsbadca.gov
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