HomeMy WebLinkAboutSAE Communications / Benninghoven, Sheri; 2008-05-06;AGREEMENT WITH SHERI BENNINGHOVEN, DOING BUSINESS AS
SAE COMMUNICATIONS
ONE-ON-ONE INTERVIEW/KEY MESSAGE TRAINING
THIS AGREEMENT is made and entered into as of the IV _ day of
20CJJT. by and between the CITY OF CARLSBAD, a municipal
corporation, ( C\), and Sheri Benninghoven, doing business as SAE Communications.
RECITALS
City requires the professional services of a vendor who is experienced in training staff
and elected officials in how to effectively develop and deliver key messages in media interviews
and other communications vehicles. The Contractor has the necessary experience in providing
these professional services, 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 Contractor 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. This Agreement will be effective for a period of sixty (60) days from the date first
above written.
3. Compensation and Travel Expenses. The total fee payable for the Services to be
performed and travel expenses shall not exceed three thousand seven hundred dollars ($3,700).
Further services performed shall be compensated at a flat fee of two thousand seven hundred
dollars ($2,700) for the one-on-one media training. Travel and training material expenses shall
not exceed one thousand dollars ($1 ,000). All travel expenses shall be pre-approved by the City's
Communications Manager before Contractor incurs expense. Contractor will provide all pre-
approved travel-related expense receipts to the City for reimbursement. No other compensation
for the Services or expenses will be allowed except for items covered by subsequent
amendments to this Agreement. City reserves the right to withhold a ten percent (10%) retention
until City has accepted the work and/or the Services specified in Exhibit "A."
4. Status of Contractor. Contractor will perform the Services as an independent contractor
and in pursuit of Contractor's independent calling, and not as an employee of City. Contractor will
be under the control of City only as to the results to be accomplished.
5. Subcontracting. Contractor will not subcontract any portion of the Services without prior
written approval of City. If Contractor subcontracts any of the Services to be performed under this
Agreement, Contractor will be fully responsible to City for the acts and omissions of Contractor's
subcontractor and of the persons either directly or indirectly employed by the subcontractor, as
Contractor is for the acts and omissions of persons directly employed by Contractor. Nothing
contained in this Agreement will create any contractual relationship between any subcontractor of
Contractor and City. Contractor will be responsible for payment of subcontractors. Contractor will
bind every subcontractor and every subcontractor of a subcontractor by the terms of this
Agreement applicable to Contractor's work unless specifically noted to the contrary in the
City Attorney Approved Version #1 1 .28.06
subcontract and approved in writing by City.
Contractor shall require its subcontractor(s) to carry insurance coverages and specified limits as
set forth in Section 7 below.
6. Indemnification. Contractor agrees to indemnify, defend 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 by any negligence, recklessness, or willful misconduct 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.
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 early termination of this Agreement.
7. Insurance. Contractor and Contractor's sub-contractors will obtain and maintain policies
of commercial general liability insurance, automobile liability insurance, a combined policy of
workers' 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 five hundred thousand dollars ($500,000) each, unless otherwise authorized and approved
by the City Attorney or the City Manager. 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 and Contractor's sub-contractors will furnish certificates of
insurance to the Contract Department, with endorsements to City prior to City's execution of this
Agreement.
8. 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 file with the City Clerk those schedules specified by City and
contained in the Statement of Economic Interests Form 700.
9. 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 Carlsbad Business License for the term of this Agreement.
10. Termination. City or Contractor may terminate this Agreement at any time after a
discussion, and written notice to the other party. City will pay Contractor's costs for services
delivered up to the time of termination, if the services have been delivered in accordance with the
Agreement.
11. Claims and Lawsuits. By signing this Agreement, Contractor agrees it may be subject to
civil penalties for the filing of false claims as set forth in the California False Claims Act,
Government Code sections 12650, et seq.. and Carlsbad Municipal Code Sections 3.32.025, et
seq. Contractor further acknowledges that debarment by another jurisdiction is grounds for the
City of Carlsbad to terminate this Agreement.
City Attorney Approved Version #11.28.06
12. 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.
13. 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.
14. 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.
(Remainder of Page Intentionally Left Blank)
City Attorney Approved Version #11.28.06
15. 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
(print name/title)
, foes.
CITY OF CARLSBAP, a
corporation ofyhejafafe of J
By:
ATTEST:
(e-mail address)
"By:
(sign here)
(print name/title)
LORRAINE M. WOOD
City Clerk
(e-mail address)
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.
Chairman,
President, or
Vice-President
*Group B.
Secretary,
Assistant Secretary,
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:
RONALD R. B
By:.
PJ#uty-eity Attorney
City Attorney Approved Version #11.28.06
EXHIBIT "A"
SCOPE OF SERVICES AND FEE
One-on-One Interview Training, 1 day
Elected officials and managers who are likely to serve as media spokespersons participate in on-
camera/print/telephone interview training on Tuesday, May 6.
Interview training sessions be conducted individually, thus eliminating any sense of fear or
nervousness about participating with peers, superiors and/or subordinates.
Each session will consist of a complete discussion about the role of the key message, how to
deliver it, how to take control of an interview, rights and responsibilities during an interview and
other issues as requested by the City. This is also an opportunity for participants to ask questions
and discuss their media relations issues.
Follow the initial discussion of media relations principles and key messages, each member will
participate in on-camera/telephone interview training.
City will provide the follow audio visual equipment for the event:
• Projector
• Sound System
• Equipment operator who will bring audio/visual equipment and handle the camera and
light on tripod.
The fee for services rendered shall be a flat fee of two thousand seven hundred dollars ($2,700).
City Attorney Approved Version #11.28.06