CC 2018-03-27_12a RFP TBID Marketing Services
MEMORANDUM
TO: CITY COUNCIL
FROM: JIM BERGMAN, CITY MANAGER
BY: JESSICA MATSON, EXECUTIVE ASSISTANT/DEPUTY CITY CLERK
SUBJECT: CONSIDERATION OF APPROVAL OF THE REQUEST FOR
PROPOSALS (RFP) FOR TOURISM MARKETING SERVICES
DATE: MARCH 27, 2018
SUMMARY OF ACTION:
Review and approve the proposed RFP for tourism marketing services.
IMPACT ON FINANCIAL AND PERSONNEL RESOURCES:
There is no cost to the City associated with the proposed action. The cost for tourism
marketing services is not to exceed $165,000 and will be paid from Tourism Business
Improvement District revenue. The cost identified for tourism marketing services is
consistent with the budgeted amount approved by the Arroyo Grande Tourism Business
Improvement District (AGTBID) Advisory Board and City Council. The AGTBID currently
has a fund balance of over $184,000 and FY 2018-19 revenues are expected to
generate $195,000 to support marketing efforts. The RFP will be managed by the
Arroyo Grande-Grover Beach Chamber of Commerce President/CEO.
RECOMMENDATION:
It is recommended the City Council review and approve the distribution of the Request
for Proposals (RFP) for tourism marketing services.
BACKGROUND:
The AGTBID was formed in 2013 to provide revenue to defray the costs of services,
activities and programs promoting lodging businesses in the City through the promotion
of scenic, recreational, cultural and other attractions. The approved AGTBID budget
allocates a certain amount of funding toward marketing activities or the development of
marketing activities. The City has contracted with a professional firm for print, web,
social media and email marketing since inception of the AGTBID. The AGTBID Board is
requesting a fresh perspective and innovative ideas given the current economic climate
and needs of Arroyo Grande’s tourism market.
Item 12.a. - Page 1
CITY COUNCIL
CONSIDERATION OF APPROVAL OF THE REQUEST FOR PROPOSALS (RFP) FOR
TOURISM MARKETING SERVICES
MARCH 27, 2018
PAGE 2
ANALYSIS OF ISSUES:
The City is seeking professional full-service integrated marketing, digital marketing,
communications, and online media, website, and website maintenance services to aid in
promoting lodging businesses in the AGTBID through the promotion of scenic,
recreational, cultural and other attractions in Arroyo Grande as a tourist destination.
The proposed RFP is for a one year agreement for tourism marketing services with the
City’s option to extend the agreement for an additional year upon mutual consent of the
parties.
The AGTBID Board recently recommended a more flexible RFP to allow consultants the
maximum creative latitude in their proposals for a comprehensive strategic marketing
and advertising plan.
The proposed scope of work includes:
- Development and implementation of a variety of promotional, publicity and
advertising programs, and informational materials;
- Development of an online strategy and reporting method; and
- Responsibility for all aspects of the Visit Arroyo Grande website, content
management system (CMS) and related hosting.
The intended end result of the marketing program is to increase tourism to the area
which in turn will increase hotel occupancy and average daily room rates.
The RFP will be posted on the City’s website and the Arroyo Grande-Grover Beach
Chamber of Commerce will send it out to various marketing firms. Once responses to
the RFP have been received, the AGTBID Board will review the proposals and will
forward a recommendation for a marketing firm to the Council at a future meeting for
approval.
ALTERNATIVES:
The following alternatives are presented for the City Council's consideration:
1. Review, approve and authorize distribution of the RFP;
2. Continue the item and direct staff to review proposed modifications to the
scope of work with the AGTBID Advisory Board;
3. Do not approve the RFP; or
4. Provide direction to staff.
ADVANTAGES:
Approval of the RFP will enable the AGTBID Board to continue moving forward in
the process for implementing a comprehensive tourism marketing program, which
Item 12.a. - Page 2
CITY COUNCIL
CONSIDERATION OF APPROVAL OF THE REQUEST FOR PROPOSALS (RFP) FOR
TOURISM MARKETING SERVICES
MARCH 27, 2018
PAGE 3
will help increase local hotel stays, accomplish the goals of the AGTBID, improve
the local economy, and demonstrate results to the lodging businesses.
DISADVANTAGES:
No disadvantages have been identified..
ENVIRONMENTAL REVIEW:
No environmental review is required for this item.
PUBLIC NOTIFICATION AND COMMENTS:
The Agenda was posted at City Hall and on the City’s website in accordance with
Government Code Section 54954.2.
Attachments:
1. Proposed Request for Proposals for Tourism Marketing Services
Item 12.a. - Page 3
ATTACHMENT 1
Request for Proposals
Marketing, Communications, Website Management, and Social Media
Proposal Submittal Deadline: April 30, 2018
Introduction
In 2011, the City of Arroyo Grande formed a Tourism Business Improvement District (TBID). The
TBID Board of Directors operates as a destination marketing organization under the name of Visit
Arroyo Grande.
Spearheaded by Arroyo Grande lodging businesses, Visit Arroyo Grande is comprised of ten (10)
hotels and twenty-eight (28) vacation rental/home stays. It is governed by a Board of Directors
representing the diverse make-up of the Arroyo Grande hospitality industry. The purpose of the
TBID is to promote scenic, recreational, cultural and other attractions in the district (the City of
Arroyo Grande) as a tourist destination for the benefit of lodging operators.
The City is seeking professional full-service integrated marketing, digital marketing,
communications, and online media, website, and website maintenance services for
www.visitarroyogrande.org and is requesting proposals from qualified firms.
Firms should have the capability and experience needed to provide comprehensive, strategic and
innovative services on designated projects. The intended end result of the marketing program is to
increase tourism to the area which in turn will increase lodging occupancy and average daily
room rates.
The City’s brand (e.g. logo, color palette, tagline, graphics, etc.) are already in place. The City
wishes to build upon this identity in its future marketing effort with the selected firm.
Qualified firms shall make recommendations for the coming fiscal year (July 1, 2018 to June 30,
2019); the contract will be for one year with the option to extend for a second year.
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Proposal guidelines
Firms are expected to prepare beyond the one year mark (July 1, 2018 to June 30, 2019) to
implement certain projects; however, projects beyond June 30, 2019 are dependent on the annual
approved budget.
The successful firm will coordinate all services under an Agreement with the City of Arroyo
Grande or their designee(s). Firms may provide additional creative/innovative suggestions for
deliverables identified in the proposal as “optional deliverables.”
Firms may submit proposals for one or more components of this Scope of Work.
Budget
Overall TBID estimated annual budget: $188,000 - $195,000
Marketing agency contract including media buys: not to exceed $165,000
Term
This RFP is for a one year agreement with the option to extend for a second year.
Marketing and Communications
Develop and implement a variety of promotional, publicity and advertising programs, and
informational materials consistent with specifications provided.
Develop a comprehensive strategic marketing and advertising plan that addresses the following:
• Propose new, or expand current marketing programs to promote the District (City of
Arroyo Grande) and submit time lines for development/implementation. Campaign may
include but not be limited to, digital, print, video, radio, outdoor, online media, and direct
marketing;
• Identify strategies that increase overnight stays, especially during off-peak seasons;
• Propose creative tactics such as advertising campaigns and events and packages; and
• Develop and propose a system of measurable results and outcomes.
Online Strategy
• Complete reports to coincide with monthly meetings of the committee - show metrics and
report implications and suggested adjustments and report monthly to lodging operators,
TBID and Arroyo Grande City Council;
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Online Strategy continued
• Explain what tools your agency has available for online media monitoring, reporting and
analysis, and Brand/reputation monitoring; and
• Generate all images/creative assets to be paired with posts. Photographs and branding
guidelines will be provided by Visit Arroyo Grande from internal marketing database.
Firms should also provide the following information:
• Examples of copy created for online platforms;
• Examples of graphic content to be paired with editorial copy;
• Sample of monitoring report format;
• Best practices report, example of online data analysis and action items; and
• A description of how agency stays at the forefront of technology and emerging media.
Website
The firm will take responsibility for all aspects of the Visit Arroyo Grande website, content
management system (CMS) and related hosting. The scope of services should include, but is not
limited to, all software, hardware, administrator and end user training, hosting, SEO
programming and other services required to implement and support the website and should:
• Be consistent with current and future Americans with Disabilities Act accessibility
guidelines and any other applicable state and federal accessibility requirements;
• Include a privacy policy;
• Be capable of capturing email addresses; and
• Include a blog
City/Chamber Involvement
The City and Arroyo Grande-Grover Beach (AGGB) Chamber of Commerce will make every
effort to provide demographics information, photos, existing information on economic
development tools, pamphlets, resident guides, reports, etc. The firm should strive to be
self-sufficient to the extent possible.
Consideration/Meeting Requirements
The qualified firm should be prepared to meet directly or confer over the phone as needed. The
firm will be required to attend monthly TBID meetings, Arroyo Grande City Council Meetings, as
needed, prepare an Annual Report, and to make annual presentations.
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Agreement
The project agreement will be based on the final scope of work that is mutually agreed upon
between the City and firm(s). The agreement will be negotiated for the project for the extent of
services to be rendered and for the method of compensation. Firm(s) are requested to submit a
line-item cost estimate that is realistic for the proposed approach. The budget should cover all
costs including fees, mileage and production costs. Firm(s) shall not perform any work on the
project prior to execution of a written agreement by both the City and the Firm(s), and furnishing
of the required insurance certificate and business license by the Firm(s). The City requires a
minimum insurance limit of $1,000,000 each for general liability, automobile, and errors and
omissions. The draft Consultant Services Agreement is attached and should be reviewed prior to
the RFP submittal.
Key Dates
March 28, 2018
Release of RFP
April 30, 2018
Deadline for submittal
June 2018
Award of contract
July 1, 2018
Contract commencement
Questions
All questions regarding this RFP shall be submitted in writing to Jocelyn Brennan, AGGB
Chamber of Commerce, 800A W. Branch St., Arroyo Grande, CA 93420, or via email:
jocelyn@aggbchamber.com. Questions with their answers will be posted on the City’s Website.
Proposal Requirements
The document should be standard (8½” x 11”) letter-sized paper.
The name and resume of the responsible person who would be in charge of the project,
information on team members by role, an estimate of the time required to complete the project;
disclosure of billable rate for each task.
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An executive summary of the proposal being submitted.
The proposed fees are to be broken down by task demonstrating how the fee was calculated. Cost
proposal shall provide a specific fixed cost estimate and a “not to exceed” cost ceiling. The
proposal shall address all hourly wage rates, including all reimbursable expenses and overhead.
Describe the Firm’s experience, especially as related to completing similar projects as being
discussed in this RFP.
Identify and provide resumes of any sub-consultants who will be utilized on this project.
A proposed project schedule for the fiscal year shall be included in the proposal with verifiable
references.
Selection Process
The AGGB Chamber of Commerce will review responses to the Request for Proposal based on the
evaluation criteria below, and make a recommendation to the TBID Board of Directors which will
then forward their recommendation to the City Council for final approval of an agreement.
Qualified firms will be invited to make an oral presentation on their proposal, at the discretion of
the TBID Board of Directors.
The City reserves the right to reject any and all proposals and to award contract(s) for any, all, or
none of the aspects of the Scope of Work.
Evaluation Criteria
A. Suitability of the Proposal – the proposed solution meets the needs and criteria presented in
the RFP.
B. Expertise in recommending and communicating appropriate technical and aesthetic
solutions as demonstrated by the proposal and references.
C. Aesthetic Capabilities – Prior work reflects artistic and innovative, user friendly interfaces
that engage communities and viewers.
D. Proposal Presentation – The information is communicated in a clear, logical manner and is
well organized.
General Information
A. The City reserves the right to request additional information from any or all of the
respondents.
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B. The City reserves the right to reject any or all of the proposals. Late or incomplete proposals
may not be considered. The City shall have sole discretion in determining the completeness
of each proposal.
C. The City shall reserve the right to contact past clients for references.
D. The terms and scope of the agreement will be determined on the basis of professional
negotiations between the City and the prospective Firm. If the City and the prospective
Firm fail to reach a contractual agreement, the City may negotiate with any other highly
ranked consultant.
E. The City reserves the right to waive minor discrepancies and to reject any and all proposals
for any reason.
Proposal Submittal Requirements
Quantity - Four (4) copies (three bound and one unbound), plus one electronic copy in Adobe
Acrobat (PDF) format.
Deadline for Submittal - The filing deadline for submittal of the above proposal is 5:00 p.m. on
Monday, April 30, 2018. The City reserves the right to extend the deadline date. All documents
should be sent in a sealed package, clearly marked “RFP AGTBID” to Jocelyn Brennan, AGGB
Chamber of Commerce, 800A W. Branch St., Arroyo Grande, CA 93420.
Specific Deliverables
The consultant shall develop a comprehensive portfolio that addresses, at a minimum, the
following:
1. Develop strategy to quantify success on marketing campaign through initiatives that
measure return on investment;
2. Next phase brand identity that includes but is not limited to advertising campaigns;
3. Develop tourism incentives that include package deals for hotels;
4. Enhance social media presence in Facebook, Twitter, Instagram, Pinterest, YouTube and
other social media outlets as they arise. Integrate social media with visitarroyogrande.org
and create other strategies to boost internet traffic visibility;
5. Build a feeder market strategy to increase traffic from cities LA and SF;
6. Respond to TripAdvisor, Travelzoo, and other internet-based tourism sites; and
7. Collaborate with major attractions and special events.
Firms may provide additional creative/innovative suggestions for deliverables identified in the
proposal as “optional deliverables”.
Item 12.a. - Page 9
Page 1
EXHIBIT A
AGREEMENT FOR CONSULTANT SERVICES
THIS AGREEMENT, is made and effective as of ______________ 2018, between
_____________________ (“Consultant”), and the CITY OF ARROYO GRANDE, a
Municipal Corporation (“City”). In consideration of the mutual covenants and conditions
set forth herein, the parties agree as follows:
1. TERM
This Agreement shall commence on ______________, 2018 and shall remain and
continue in effect until ____________, 2019, unless sooner terminated pursuant to the
provisions of this Agreement. The City shall have the sole option to extend this
Agreement for one (1) one (1) year option. If the City elects to exercise an option, it
shall give written notice not later than three (3) months prior to the initial termination
date, or, if an extension has been exercised, three (3) months prior to the extended
termination date. The terms and conditions of this Agreement shall be applicable during
said extension option unless the parties mutually agree in writing upon any changes.
2. SERVICES
Consultant shall perform the tasks described and comply with all terms and
provisions set forth in Exhibit “A”, attached hereto and incorporated herein by this
reference.
3. PERFORMANCE
Consultant shall at all times faithfully, competently and to the best of his/her
ability, experience and talent, perform all tasks described herein. Consultant shall
employ, at a minimum generally accepted standards and practices utilized by persons
engaged in providing similar services as are required of Consultant hereunder in
meeting its obligations under this Agreement.
4. AGREEMENT ADMINISTRATION
City’s ________________ shall represent City in all matters pertaining to the
administration of this Agreement. ______ shall represent Consultant in all matters
pertaining to the administration of this Agreement.
5. PAYMENT
The City agrees to pay the Consultant in accordance with the payment rates and
terms set forth in Exhibit “B”, attached hereto and incorporated herein by this reference.
Item 12.a. - Page 10
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6. SUSPENSION OR TERMINATION OF AGREEMENT WITHOUT CAUSE
(a) The City may at any time, for any reason, with or without cause, suspend
or terminate this Agreement, or any portion hereof, by serving upon the Consultant at
least ten (10) days prior written notice. Upon receipt of said notice, the Consultant shall
immediately cease all work under this Agreement, unless the notice provides otherwise.
If the City suspends or terminates a portion of this Agreement such suspension or
termination shall not make void or invalidate the remainder of this Agreement.
(b) In the event this Agreement is terminated pursuant to this Section, the City
shall pay to Consultant the actual value of the work performed up to the time of
termination, provided that the work performed is of value to the City. Upon termination
of the Agreement pursuant to this Section, the Consultant will submit an invoice to the
City pursuant to Section 5.
7. TERMINATION ON OCCURRENCE OF STATED EVENTS
This Agreement shall terminate automatically on the occurrence of any of the
following events:
(a) Bankruptcy or insolvency of any party;
(b) Sale of Consultant’s business; or
(c) Assignment of this Agreement by Consultant without the consent of City.
(d) End of the Agreement term specified in Section 1.
8. DEFAULT OF CONSULTANT
(a) The Consultant’s failure to comply with the provisions of this Agreement
shall constitute a default. In the event that Consultant is in default for cause under the
terms of this Agreement, City shall have no obligation or duty to continue compensating
Consultant for any work performed after the date of default and can terminate this
Agreement immediately by written notice to the Consultant. If such failure by the
Consultant to make progress in the performance of work hereunder arises out of causes
beyond the Consultant’s control, and without fault or negligence of the Consultant, it
shall not be considered a default.
(b) If the City Manager or his/her delegate determines that the Consultant is in
default in the performance of any of the terms or conditions of this Agreement, he/she
shall cause to be served upon the Consultant a written notice of the default. The
Consultant shall have ten (10) days after service upon it of said notice in which to cure
the default by rendering a satisfactory performance. In the event that the Consultant
fails to cure its default within such period of time, the City shall have the right,
notwithstanding any other provision of this Agreement to terminate this Agreement
without further notice and without prejudice to any other remedy to which it may be
entitled at law, in equity or under this Agreement.
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9. LAWS TO BE OBSERVED. Consultant shall:
(a) Procure all permits and licenses, pay all charges and fees, and give all
notices which may be necessary and incidental to the due and lawful prosecution of the
services to be performed by Consultant under this Agreement;
(b) Keep itself fully informed of all existing and proposed federal, state and
local laws, ordinances, regulations, orders, and decrees which may affect those
engaged or employed under this Agreement, any materials used in Consultant’s
performance under this Agreement, or the conduct of the services under this
Agreement;
(c) At all times observe and comply with, and cause all of its employees to
observe and comply with all of said laws, ordinances, regulations, orders, and decrees
mentioned above;
(d) Immediately report to the City’s Contract Manager in writing any
discrepancy or inconsistency it discovers in said laws, ordinances, regulations, orders,
and decrees mentioned above in relation to any plans, drawings, specifications, or
provisions of this Agreement.
(e) The City, and its officers, agents and employees, shall not be liable at law
or in equity occasioned by failure of the Consultant to comply with this Section.
10. OWNERSHIP OF DOCUMENTS
(a) Consultant shall maintain complete and accurate records with respect to
sales, costs, expenses, receipts, and other such information required by City that relate
to the performance of services under this Agreement. Consultant shall maintain
adequate records of services provided in sufficient detail to permit an evaluation of
services. All such records shall be maintained in accordance with generally accepted
accounting principles and shall be clearly identified and readily accessible. Consultant
shall provide free access to the representatives of City or its designees at reasonable
times to such books and records; shall give City the right to examine and audit said
books and records; shall permit City to make transcripts therefrom as necessary; and
shall allow inspection of all work, data, documents, proceedings, and activities related to
this Agreement. Such records, together with supporting documents, shall be maintained
for a period of three (3) years after receipt of final payment.
(b) Upon completion of, or in the event of termination or suspension of this
Agreement, all original documents, designs, drawings, maps, models, computer files,
surveys, notes, and other documents prepared in the course of providing the services to
be performed pursuant to this Agreement shall become the sole property of the City and
may be used, reused, or otherwise disposed of by the City without the permission of the
Consultant. With respect to computer files, Consultant shall make available to the City,
at the Consultant’s office and upon reasonable written request by the City, the
Item 12.a. - Page 12
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necessary computer software and hardware for purposes of accessing, compiling,
transferring, and printing computer files.
11. INDEMNIFICATION
(a) Indemnification for Professional Liability. When the law establishes a
professional standard of care for Consultant’s Services, to the fullest extent permitted by
law, Consultant shall indemnify, protect, defend and hold harmless City and any and all
of its officials, employees and agents (“Indemnified Parties”) from and against any and
all losses, liabilities, damages, costs and expenses, including attorney’s fees and costs
to the extent same are caused in whole or in part by any negligent or wrongful act, error
or omission of Consultant, its officers, agents, employees or subContractors or any
entity or individual that Consultant shall bear the legal liability thereof) in the
performance of professional services under this agreement.
(b) Indemnification for Other Than Professional Liability. Other than in the
performance of professional services and to the full extent permitted by law, Consultant
shall indemnify, defend and hold harmless City, and any and all of its employees,
officials and agents from and against any liability (including liability for claims, suits,
actions, arbitration proceedings, administrative proceedings, regulatory proceedings,
losses, expenses or costs of any kind, whether actual, alleged or threatened, including
attorneys fees and costs, court costs, interest, defense costs, and expert witness fees),
where the same arise out of, are a consequence of, or are in any way attributable to, in
whole or in part, the performance of this Agreement by Consultant or by any individual
or entity for which Consultant is legally liable, including but not limited to officers,
agents, employees or subContractors of Consultant.
(c) General Indemnification Provisions. Consultant agrees to obtain executed
indemnity agreements with provisions identical to those set forth here in this section
from each and every subContractor or any other person or entity involved by, for, with or
on behalf of Consultant in the performance of this agreement. In the event Consultant
fails to obtain such indemnity obligations from others as required here, Consultant
agrees to be fully responsible according to the terms of this section. Failure of City to
monitor compliance with these requirements imposes no additional obligations on City
and will in no way act as a waiver of any rights hereunder. This obligation to indemnify
and defend City as set forth here is binding on the successors, assigns or heirs of
Consultant and shall survive the termination of this agreement or this section.
12. INSURANCE
Consultant shall maintain prior to the beginning of and for the duration of this
Agreement insurance coverage as specified in Exhibit “C” attached hereto and
incorporated herein as though set forth in full.
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13. INDEPENDENT CONSULTANT
(a) Consultant is and shall at all times remain as to the City a wholly
independent Consultant. The personnel performing the services under this Agreement
on behalf of Consultant shall at all times be under Consultant’s exclusive direction and
control. Neither City nor any of its officers, employees, or agents shall have control over
the conduct of Consultant or any of Consultant’s officers, employees, or agents, except
as set forth in this Agreement. Consultant shall not at any time or in any manner
represent that it or any of its officers, employees, or agents are in any manner officers,
employees, or agents of the City. Consultant shall not incur or have the power to incur
any debt, obligation, or liability whatever against City, or bind City in any manner.
(b) No employee benefits shall be available to Consultant in connection with
performance of this Agreement. Except for the fees paid to Consultant as provided in
the Agreement, City shall not pay salaries, wages, or other compensation to Consultant
for performing services hereunder for City. City shall not be liable for compensation or
indemnification to Consultant for injury or sickness arising out of performing services
hereunder.
14. UNDUE INFLUENCE
Consultant declares and warrants that no undue influence or pressure was or is
used against or in concert with any officer or employee of the City of Arroyo Grande in
connection with the award, terms or implementation of this Agreement, including any
method of coercion, confidential financial arrangement, or financial inducement. No
officer or employee of the City of Arroyo Grande will receive compensation, directly or
indirectly, from Consultant, or from any officer, employee or agent of Consultant, in
connection with the award of this Agreement or any work to be conducted as a result of
this Agreement. Violation of this Section shall be a material breach of this Agreement
entitling the City to any and all remedies at law or in equity.
15. NO BENEFIT TO ARISE TO LOCAL EMPLOYEES
No member, officer, or employee of City, or their designees or agents, and no
public official who exercises authority over or responsibilities with respect to the project
during his/her tenure or for one year thereafter, shall have any interest, direct or indirect,
in any agreement or sub-agreement, or the proceeds thereof, for work to be performed
in connection with the project performed under this Agreement.
16. RELEASE OF INFORMATION/CONFLICTS OF INTEREST
(a) All information gained by Consultant in performance of this Agreement shall
be considered confidential and shall not be released by Consultant without City’s prior
written authorization. Consultant, its officers, employees, agents, or subContractors,
shall not without written authorization from the City Manager or unless requested by the
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City Attorney, voluntarily provide declarations, letters of support, testimony at
depositions, response to interrogatories, or other information concerning the work
performed under this Agreement or relating to any project or property located within the
City. Response to a subpoena or court order shall not be considered “voluntary”
provided Consultant gives City notice of such court order or subpoena.
(b) Consultant shall promptly notify City should Consultant, its officers,
employees, agents, or subContractors be served with any summons, complaint,
subpoena, notice of deposition, request for documents, interrogatories, request for
admissions, or other discovery request, court order, or subpoena from any person or
party regarding this Agreement and the work performed thereunder or with respect to
any project or property located within the City. City retains the right, but has no
obligation, to represent Consultant and/or be present at any deposition, hearing, or
similar proceeding. Consultant agrees to cooperate fully with City and to provide the
opportunity to review any response to discovery requests provided by Consultant.
However, City’s right to review any such response does not imply or mean the right by
City to control, direct, or rewrite said response.
17. NOTICES
Any notice which either party may desire to give to the other party under this
Agreement must be in writing and may be given either by (i) personal service, (ii)
delivery by a reputable document delivery service, such as but not limited to, Federal
Express, which provides a receipt showing date and time of delivery, or (iii) mailing in
the United States Mail, certified mail, postage prepaid, return receipt requested,
addressed to the address of the party as set forth below or at any other address as that
party may later designate by notice:
To City: City of Arroyo Grande
Jim Bergman
300 E. Branch Street
Arroyo Grande, CA 93420
To Consultant: ____________________________
____________________________
____________________________
____________________________
18. ASSIGNMENT
The Consultant shall not assign the performance of this Agreement, nor any part
thereof, without the prior written consent of the City.
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19. GOVERNING LAW
The City and Consultant understand and agree that the laws of the State of
California shall govern the rights, obligations, duties, and liabilities of the parties to this
Agreement and also govern the interpretation of this Agreement. Any litigation
concerning this Agreement shall take place in the superior or federal district court with
jurisdiction over the City of Arroyo Grande.
20. ENTIRE AGREEMENT
This Agreement contains the entire understanding between the parties relating to
the obligations of the parties described in this Agreement. All prior or contemporaneous
agreements, understandings, representations, and statements, or written, are merged
into this Agreement and shall be of no further force or effect. Each party is entering into
this Agreement based solely upon the representations set forth herein and upon each
party’s own independent investigation of any and all facts such party deems material.
21. TIME
City and Consultant agree that time is of the essence in this Agreement.
22. CONTENTS OF REQUEST FOR PROPOSAL AND PROPOSAL
Consultant is bound by the contents of the City’s Request for Proposal, Exhibit
“D”, attached hereto and incorporated herein by this reference, and the contents of the
proposal submitted by the Consultant, Exhibit “E”, attached hereto and incorporated
herein by this reference. In the event of conflict, the requirements of City’s Request for
Proposals and this Agreement shall take precedence over those contained in the
Consultant’s proposals.
23. CONSTRUCTION
The parties agree that each has had an opportunity to have their counsel review
this Agreement and that any rule of construction to the effect that ambiguities are to be
resolved against the drafting party shall not apply in the interpretation of this Agreement
or any amendments or exhibits thereto. The captions of the sections are for
convenience and reference only, and are not intended to be construed to define or limit
the provisions to which they relate.
24. AMENDMENTS
Amendments to this Agreement shall be in writing and shall be made only with
the mutual written consent of all of the parties to this Agreement.
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25. AUTHORITY TO EXECUTE THIS AGREEMENT
The person or persons executing this Agreement on behalf of Consultant
warrants and represents that he/she has the authority to execute this Agreement on
behalf of the Consultant and has the authority to bind Consultant to the performance of
its obligations hereunder.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed the day and year first above written.
CITY OF ARROYO GRANDE CONSULTANT
By:__________________________ By:____________________________
Jim Hill, Mayor
Its:____________________________
Attest: (Title)
____________________________
Kelly Wetmore, City Clerk
Approved As To Form:
_____________________________
Heather K. Whitham, City Attorney
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EXHIBIT A
SCOPE OF WORK
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EXHIBIT B
PAYMENT SCHEDULE
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EXHIBIT C
INSURANCE REQUIREMENTS
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 minimum
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:
Commercial General Liability Insurance using Insurance Services Office “Commercial
General Liability” policy from 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
$1,000,000 per occurrence.
Business Auto Coverage on ISO Business Auto Coverage from CA 00 01 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 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 per accident or
disease.
Professional Liability or Errors and Omissions Insurance as appropriate shall be written
on a policy form coverage specifically designated 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 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.
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Insurance procured pursuant to these requirements shall be written by insurer that are
admitted carriers in the state California and with an A.M. Bests rating of A- 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:
1. Consultant agrees to have its insurer endorse the third party general
liability coverage required herein to include as additional insureds City, its officials
employees and agents, using standard ISO endorsement No. CG 2010 with an edition
prior to 1992. Consultant also agrees to require all Consultants, 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. Consultant agrees to waive subrogation rights against City
regardless of the applicability of any insurance proceeds, and to require all Consultants
and subContractors to do likewise.
3. All insurance coverage and limits provided by Consultant 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.
4. 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.
5. 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 Consultant or subcontractor.
6. All coverage types and limits required are subject to approval, modification
and additional requirements by the City, as the need arises. 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.
7. 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
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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.
8. 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.
9. 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, noncontributing basis in relation to any other insurance or
self insurance available to City.
10. Consultant agrees to ensure that subContractors, and any other party
involved with the project who is brought onto or involved in the project by Consultant,
provide the same minimum 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.
11. 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 Consultant, 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. At the time the City shall review options with the
Consultant, which may include reduction or elimination of the deductible or self-insured
retention, substitution of other coverage, or other solutions.
12. The City reserves the right at any time during the term of the contract to
change the amounts and types of insurance required by giving the Consultant ninety
(90) days advance written notice of such change. If such change results in substantial
additional cost to the Consultant, the City will negotiate additional compensation
proportional to the increase benefit to 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 requirements
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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 submitted 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 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
employees, officials and agents.
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 with these requirements. There shall
be no recourse against City for payment of premiums or other amounts with respect
thereto.
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22. Consultant agrees to provide immediate 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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EXHIBIT D
CITY’S REQUEST FOR PROPOSAL
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EXHIBIT E
CONSULTANT’S PROPOSAL
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