1 Professional Services - Design
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CONSULTING SERVICES AGREEMENT
Design Professional
THIS AGREEMENT (the "Agreement") is made as of February 7, 2023, by and between the City of Diamond Bar, a municipal corporation ("City") and The Sauce Creative Services Corp, a California Corporation (herein referred to as the "Consultant").
1. Consultant's Services.
Subject to the terms and conditions set forth in this Agreement Consultant shall provide to the reasonable satisfaction of the City the design and print services set forth in the attached Exhibit "A", which is incorporated herein by this reference. As a material inducement to the City to enter into this Agreement, Consultant represents and warrants that it has thoroughly investigated the work and fully understands the difficulties and restrictions in performing the work. Consultant represents that it is fully qualified to perform such consulting services by virtue of its experience and the training, education and expertise of its principals and employees.
Andee Williams, Recreation Supervisor (herein referred to as the “City’s Project Manager”), shall be the person to whom the Consultant will report for the performance of services hereunder. It is understood that Consultant shall coordinate its services hereunder with the City’s Project Manager to the extent required by the City’s Project Manager, and that all performances required hereunder by consultant shall be performed to the satisfaction of the City’s Project Manager and the City Manager.
2. Term of Agreement. This Agreement shall take effect January 1, 2023, and shall continue until June 30, 2027 unless earlier terminated pursuant to the provisions herein.
After completion of the first term year, the consultant can request a CPI adjustment and any increase in compensation will be negotiated between the City and the Consultant per fiscal year, but in no event shall the increase exceed the amount that the Consumer Price Index ("CPI") for the Los Angeles-AnaheimRiverside metropolitan area for the month immediately preceding the Adjustment Date (the "Index Month") as reported by the Bureau of Labor Statistics of the United States Department of Labor, has increased over the CPI for the month one year prior to the Index Month.
3. Compensation. City agrees to compensate Consultant for each service which Consultant performs to the satisfaction of City in compliance with the cost proposal provided by consultant set forth in Exhibit "B". Payment will be made only after submission of proper invoices in the form specified by City. Total payment to Consultant pursuant to this Agreement shall not exceed thirty thousand dollars per fiscal year ($ 30,000.00) without prior written consent of the City. The above not to exceed 2 Professional Services - Design
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amount shall include all costs, including, but not limited to, all clerical, administrative, overhead, telephone, travel and all related expenses.
4. Payment.
A. As scheduled services are completed, Consultant shall submit to City an invoice for the services completed, authorized expenses and authorized extra work actually performed or incurred.
B. All such invoices shall state the basis for the amount invoiced, including services completed, the number of hours spent, and any extra work performed.
C. City will pay vendor the amount invoiced by check within 90 days of receipt.
D. Payment shall constitute payment in full for all services, authorized costs and authorized extra work covered by that invoice.
5. Change Orders. No payment for extra services caused by a change in the scope or complexity of work, or for any other reason, shall be made unless and until such extra services and a price therefore have been previously authorized in writing and approved by the City Manager or his designee as an amendment to this Agreement.
The amendment shall set forth the changes of work, extension of time, if any, and adjustment of the fee to be paid by City to Consultant.
6. Priority of Documents. In the event of any inconsistency between the provisions of this Agreement and any attached exhibits, the provisions of this Agreement shall control. In the event of any inconsistency between this Agreement and the attached exhibits, the following order of precedence shall apply: (1) The Agreement; (2) The City’s Request for Proposal (Exhibit “A”) and the quotes provided by the Vendor (Exhibit “B”).
7. Status as Independent Consultant.
A. Consultant is, and shall at all times remain as to City, a wholly independent contractor. Consultant shall have no power to incur any debt, obligation, or liability on behalf of City or otherwise act on behalf of City as an agent. Neither City nor any of its agents shall have control over the conduct of Consultant or any of Consultant's employees, except as set forth in this Agreement. Consultant shall not, at any time, or in any manner, represent that it or any of its agents or employees are in any manner agents or employees of City.
B. Consultant agrees to pay all required taxes on amounts paid to Consultant under this Agreement, and to indemnify and hold City harmless from any and all taxes, assessments, penalties, and interest asserted against City by reason of the independent contractor relationship created by this Agreement. In the event that City is audited by any Federal, State agency, including the Public Employee Retirement 3 Professional Services - Design
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System, regarding the independent contractor status of Consultant and the audit in any way fails to sustain the validity of a wholly independent contractor relationship between City and Consultant, its employees or subconsultants, then Consultant agrees to reimburse City for all costs, including accounting and attorney's fees, arising out of such audit and any appeals relating thereto.
C. Consultant shall fully comply with Workers' Compensation laws regarding Consultant and Consultant's employees. Consultant further agrees to indemnify and hold City harmless from any failure of Consultant to comply with applicable Worker's Compensation laws.
D. Consultant shall, at Consultant’s sole cost and expense fully secure and comply with all federal, state and local governmental permit or licensing requirements, including but not limited to a business license with the City of Diamond.
E. In addition to any other remedies it may have, City shall have the right to offset against the amount of any fees due to Consultant under this Agreement any amount due to City from Consultant as a result of Consultant's failure to promptly pay to City any reimbursement or indemnification required by this Agreement or for any amount or penalty levied against the City for Consultant’s failure to comply with this Section.
8. Standard of Performance. Consultant shall perform all work at the standard of care and skill ordinarily exercised by members of the profession under similar conditions and represents that it and any subcontractors it may engage, possess any and all licenses which are required to perform the work contemplated by this Agreement and shall maintain all appropriate licenses during the performance of the work.
9. Indemnification. To the maximum extent permitted by Civil Code section 2782.8, Consultant shall defend, indemnify and hold harmless City, its officers, officials, employees and volunteers ("Indemnitees") from and against all liability, loss, damage, expense, cost (including without limitation reasonable attorneys' fees, expert fees and all other costs and fees of litigation) of every nature arising out of or in connection with:
(1) Any and all claims under Worker’s Compensation acts and other employee benefit acts with respect to Consultant’s employees or Consultant’s contractors; (2) Any and all claims arising out of Consultant's performance of work hereunder or its failure to comply with any of its obligations contained in this Agreement. Should City in its sole discretion find Consultant’s legal counsel unacceptable, then Consultant shall reimburse the City its costs of defense, including without limitation reasonable attorneys' fees, expert fees and all other costs and fees of litigation. The Consultant shall promptly pay any final judgment rendered against the Indemnitees. Except for the Indemnitees, this Agreement shall not be construed to extend to any third-party indemnification rights of any kind; and
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(3) Any and all claims for loss, injury to or death of persons or damage to property caused by the negligent professional act or omission in the performance of professional services pursuant to this Agreement.
(4) The Consultant's obligations to indemnify, defend and hold harmless the City shall survive termination of this Agreement.
10. Insurance.
A. Consultant shall at all times during the term of this Agreement carry, maintain, and keep in full force and effect, with an insurance company authorized to do business in the State of California and approved by the City the following insurance:
(1) a policy or policies of broad-form comprehensive general liability insurance written on an occurrence basis with minimum limits of $1,000,000.00 combined single limit coverage against any injury, death, loss or damage as a result of wrongful or negligent acts by Consultant, its officers, employees, agents, and independent contractors in performance of services under this Agreement; (2) property damage insurance with a minimum limit of $500,000.00 per occurrence;
(3) automotive liability insurance written on an occurrence basis covering all owned, non-owned and hired automobiles, with minimum combined single limits coverage of $1,000,000.00;
(4) Worker's Compensation insurance when required by law, with a minimum limit of $500,000.00 or the amount required by law, whichever is greater; B. The City, its officers, employees, agents, and volunteers shall be named as additional insureds on the policies as to comprehensive general liability, property damage, and automotive liability. The policies as to comprehensive general liability, property damage, and automobile liability shall provide that they are primary, and that any insurance maintained by the City shall be excess insurance only.
C. All insurance policies shall provide that the insurance coverage shall not be non-renewed, canceled, reduced, or otherwise modified (except through the addition of additional insureds to the policy) by the insurance carrier without the insurance carrier giving City ten (10) day's prior written notice thereof. Consultant agrees that it will not cancel, reduce or otherwise modify the insurance coverage and in the event of any of the same by the insurer to immediately notify the City.
D. All policies of insurance shall cover the obligations of Consultant pursuant to the terms of this Agreement and except for professional liability insurance, shall be issued by an insurance company which is authorized to do business in the State of California or which is approved in writing by the City; and shall be placed have a current 5 Professional Services - Design
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A.M. Best's rating of no less than A-, VII. In the case of professional liability insurance, such coverage shall be issued by companies either licensed or admitted to conduct business in the State of California so long as such insurers possesses the aforementioned Best's rating.
E. Consultant shall submit to City (1) insurance certificates indicating compliance with the minimum insurance requirements above, and (2) insurance policy endorsements or a copy of the insurance policy evidencing the additional insured requirements in this Agreement, in a form acceptable to the City.
F. Self-Insured Retention/Deductibles. All policies required by this Agreement shall allow City, as additional insured, to satisfy the self-insured retention (“SIR”) and/or deductible of the policy in lieu of the Consultant (as the named insured) should Consultant fail to pay the SIR or deductible requirements. The amount of the SIR or deductible shall be subject to the approval of the City. Consultant understands and agrees that satisfaction of this requirement is an express condition precedent to the effectiveness of this Agreement. Failure by Consultant as primary insured to pay its SIR or deductible constitutes a material breach of this Agreement. Should City pay the SIR or deductible on Consultant’s due to such failure in order to secure defense and indemnification as an additional insured under the policy, City may include such amounts as damages in any action against Consultant for breach of this Agreement in addition to any other damages incurred by City due to the breach.
G. Subrogation. With respect to any Workers' Compensation Insurance or Employer's Liability Insurance, the insurer shall waive all rights of subrogation and contribution it may have against the Indemnitees.
H. Failure to Maintain Insurance. If Contractor fails to keep the insurance required under this Agreement in full force and effect, City may take out the necessary insurance and any premiums paid, plus 10% administrative overhead, shall be paid by Consultant, which amounts may be deducted from any payments due Consultant.
I. Consultant shall include all subcontractors, if any, as insureds under its policies or shall furnish separate certificates and endorsements for each subcontractor to the City for review and approval. All insurance for subcontractors shall be subject to all of the requirements stated herein.
11. Confidentiality. Consultant in the course of its duties may have access to confidential data of City, private individuals, or employees of the City. Consultant covenants that all data, documents, discussion, or other information developed or received by Consultant or provided for performance of this Agreement are deemed confidential and shall not be disclosed by Consultant without written authorization by City. City shall grant such authorization if disclosure is required by law. All City data shall be returned to City upon the termination of this Agreement. Consultant's covenant under this section shall survive the termination of this Agreement. Notwithstanding the foregoing, to the extent Consultant prepares reports of a proprietary nature specifically 6 Professional Services - Design
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for and in connection with certain projects, the City shall not, except with Consultant's prior written consent, use the same for other unrelated projects.
12. Ownership of Materials. Except as specifically provided in this Agreement, all materials provided by Consultant in the performance of this Agreement shall be and remain the property of City without restriction or limitation upon its use or dissemination by City. Consultant may, however, make and retain such copies of said documents and materials as Consultant may desire.
13. Maintenance and Inspection of Records. In accordance with generally accepted accounting principles, Consultant and its subcontractors shall maintain reasonably full and complete books, documents, papers, accounting records, and other information (collectively, the “records”) pertaining to the costs of and completion of services performed under this Agreement. The City and any of their authorized representatives shall have access to and the right to audit and reproduce any of Consultant's records regarding the services provided under this Agreement. Consultant shall maintain all such records for a period of at least three (3) years after termination or completion of this Agreement. Consultant agrees to make available all such records for inspection or audit at its offices during normal business hours and upon three (3) days' notice from the City, and copies thereof shall be furnished if requested.
14. Conflict of Interest.
A. Consultant covenants that it presently has no interest and shall not acquire any interest, direct or indirect, which may be affected by the services to be performed by Consultant under this Agreement, or which would conflict in any manner with the performance of its services hereunder. Consultant further covenants that, in performance of this Agreement, no person having any such interest shall be employed by it. Furthermore, Consultant shall avoid the appearance of having any interest which would conflict in any manner with the performance of its services pursuant to this Agreement.
B. Consultant covenants not to give or receive any compensation, monetary or otherwise, to or from the ultimate vendor(s) of hardware or software to City as a result of the performance of this Agreement. Consultant's covenant under this section shall survive the termination of this Agreement.
15. Termination. The City may terminate this Agreement with or without cause upon fifteen (15) days' written notice to Consultant. The effective date of termination shall be upon the date specified in the notice of termination, or, in the event no date is specified, upon the fifteenth (15th) day following mailing of the notice. In the event of such termination, City agrees to pay Consultant for services satisfactorily rendered prior to the effective date of termination. Immediately upon receiving written notice of termination, Consultant shall discontinue performing services, unless the notice provides otherwise, except those services reasonably necessary to effectuate the termination. The City shall be not liable for any claim of lost profits. 7 Professional Services - Design
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16. Personnel/Designated Person. Consultant represents that it has, or will secure at its own expense, all personnel required to perform the services under this Agreement. All of the services required under this Agreement will be performed by Consultant or under its supervision, and all personnel engaged in the work shall be qualified to perform such services. Except as otherwise authorized by the City's Project Manager, shall be the person who primarily performs the work provided under this Agreement. Except as provided in this Agreement, Consultant reserves the right to determine the assignment of its own employees to the performance of Consultant's services under this Agreement, but City reserves the right in its sole discretion to require Consultant to exclude any employee from performing services on City's premises.
17. Non-Discrimination and Equal Employment Opportunity.
A. Consultant shall not discriminate as to race, color, creed, religion, sex, marital status, national origin, ancestry, age, physical or mental handicap, medical condition, or sexual orientation, in the performance of its services and duties pursuant to this Agreement, and will comply with all rules and regulations of City relating thereto.
Such nondiscrimination shall include but not be limited to the following: employment, upgrading, demotion, transfers, recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship.
B. Consultant will, in all solicitations or advertisements for employees placed by or on behalf of Consultant state either that it is an equal opportunity employer or that all qualified applicants will receive consideration for employment without regard to race, color, creed, religion, sex, marital status, national origin, ancestry, age, physical or mental handicap, medical condition, or sexual orientation.
C. Consultant will cause the foregoing provisions to be inserted in all subcontracts for any work covered by this Agreement except contracts or subcontracts for standard commercial supplies or raw materials.
18. Reserved.
19. Time Is of the Essence. Time is of the essence in this Agreement.
Consultant shall do all things necessary and incidental to the prosecution of Consultant's work.
20. Reserved.
21. Reserved
22. Assignment. Consultant shall not assign or transfer any interest in this Agreement nor the performance of any of Consultant's obligations hereunder, without the prior written consent of City, and any attempt by Consultant to so assign this Agreement or any rights, duties, or obligations arising hereunder shall be void and of no effect.
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23. Compliance with Laws. Consultant shall comply with all applicable laws, ordinances, codes and regulations of the federal, state, and local governments.
24. Non-Waiver of Terms, Rights and Remedies. Waiver by either party of any one or more of the conditions of performance under this Agreement shall not be a waiver of any other condition of performance under this Agreement. In no event shall the making by City of any payment to Consultant constitute or be construed as a waiver by City of any breach of covenant, or any default which may then exist on the part of Consultant, and the making of any such payment by City shall in no way impair or prejudice any right or remedy available to City with regard to such breach or default.
25. Attorney's Fees. In the event that either party to this Agreement shall commence any legal or equitable action or proceeding to enforce or interpret the provisions of this Agreement, the prevailing party in such action or proceeding shall be entitled to recover its costs of suit, including reasonable attorney's fees and costs, including costs of expert witnesses and consultants
26. Mediation. Any dispute or controversy arising under this Agreement, or in connection with any of the terms and conditions hereof, which cannot be resolved by the parties, may be referred by the parties hereto for mediation. A third party, neutral mediation service shall be selected, as agreed upon by the parties and the costs and expenses thereof shall be borne equally by the parties hereto. The parties agree to utilize their good faith efforts to resolve any such dispute or controversy so submitted to mediation. It is specifically understood and agreed by the parties hereto that mutual good faith efforts to resolve the same any dispute or controversy as provided herein, shall be a condition precedent to the institution of any action or proceeding, whether at law or in equity with respect to any such dispute or controversy. [Optional. Generally, do not use if Agreement is for less than $20,000.]
27. Notices. Any notices, bills, invoices, or reports required by this Agreement shall be deemed received on (a) the day of delivery if delivered by hand during regular business hours or by facsimile before or during regular business hours; or (b) on the third business day following deposit in the United States mail, postage prepaid, to the addresses heretofore set forth in the Agreement, or to such other addresses as the parties may, from time to time, designate in writing pursuant to the provisions of this section.
“CONSULTANT” “CITY”
The Sauce Creative Services Corp City of Diamond Bar
2600 S. California Ave, Suite C 21810 Copley Drive
Monrovia, CA 91016 Diamond Bar, CA 91765-4178
Attn.: Sergio Balandran Attn.: Andee Williams
Phone: 626.217.4662 Phone: 909.839.7067
E-Mail:[email protected] E-mail: [email protected] for
EXHIBIT A
REQUEST FOR PROPOSAL
Design and Print Service for City Special Events FY 22/23.
The City of Diamond Bar is currently accepting proposals for a provider of graphic design, printing, and production of marketing materials/signage for Several City Recreation Programs and Events.
Introduction
The City of Diamond Bar has several recreation programs and special events that require graphic design, printing, and production services throughout the year. Work Includes: event postcards, flyers, banners and signage. The type of services required depend of the program.
Scope of Work
To be considered, proposals must be submitted to the City of Diamond Bar by Friday, October 14, 2022 at 4PM. All proposal must be itemized per event and include tax, delivery, and any other additional charges. Please submit your quote based on the information provided. Once the vendor has been selected, actual program information and locations will be provided.
Please quote on the following:
• 5”x7” full color, front and back gloss postcards – Qty: 1,000 • 3’x9’ full color, horizontal banners with grommets – Qty: 1 • 4”x6” full color, two-sided gloss postcards – Qty: 1,000 • 24”x36” coroplast signs (each will have different wording) – Qty: 10 • 18”x24” coroplast signs (each will have different wording) – Qty: 20 • 8.5”x11” Event Flyer – Qty: 2,500
• Design of ½ page ad for magazine layout
• New event logo design
• New program registration flyer design (8.5”x11”)
• Design for a 5”x7” event postcard
• Design for a 3’x9’ horizontal banner
• Design of Social Media Post
• All necessary print and web file formats to be delivered upon completion of each project.
Vendor Requirements
• Provide at least three references for providing similar work with other municipalities. • Provide three logo samples.
• Provide three samples of postcard or flyer designs.
• Must be able to produce design or printed product within two weeks of request. • Must be able to accept payment in check form and provide itemized invoices. • W9
• Vendor will be required to sign a Vendor Services Agreement and meet all requirements outlined in the agreement including insurance and provide documents prior to scheduled dates. (See Draft Sample)
Insurance Coverage:
Vendor must provide Certificate of Liability Insurance $1,000,000.00 per occurrence and Additional Endorsement as required by City policy. (See draft Vendor Services Agreement sample for specific additional requirements coverage) Selection Criteria
In reviewing and evaluating the response to this RFP, City staff will be considering the following:
• Responsiveness and comprehensiveness of the proposal with respect to this Request for Proposal (RFP).
• Availability of the company and their ability to meet the proposal scope of work. • Information obtained from references.
• Design Samples.
• Cost of quoted items.
The City reserves the right to reject any or all proposals and may elect to make a decision without further discussion or negotiation. This solicitation for proposals is not to be construed as a contract or order of any kind. The City is not liable for any costs or expenses incurred in the preparation of the proposal.
If you have any questions, please contact Andee Williams:
E-Mail: [email protected]
Phone: 909.839.7067
To be considered, proposals must be submitted to the City of Diamond Bar by Friday, October 14, 2022 at 4:00PM
Company Name
Address
Name & Title
Phone
Email
Item Description QTY Cost/print Total Cost
5"x7" Postcard two sided, full color, 16pt
(0.4oz) gloss 1000
4"x6" Postcard two sided, full color, 16pt
(0.3oz) gloss 1000
3'x9' Horizontal Banner single sided, full color, digital print with hems & grommets 1
24"x36" Coroplast Sign single sided, full color, each
will have different wording 10
18"x24" Coroplast Sign single sided, full color, each
will have different wording 20
Item Description
Estimated
Hours to
Design
Hourly
Design Rate Total Cost
5"x7" Postcard two sided, full color, 16pt
(0.4oz) gloss
4"x6" Postcard two sided, full color, 16pt
(0.3oz) gloss
3'x9' Horizontal Banner single sided, full color, digital print with hems & grommets
24"x36" Coroplast Sign single sided, full color, each
will have different wording
18"x24" Coroplast Sign single sided, full color, each
will have different wording
1/2 page ad for
magazine layout
7.75”Wx10.125”H, full color,
single sided
Social Media Post Design for social media
outlets
CITY OF DIAMOND BAR: COST PROPOSAL - BID SHEET
PRINT SERVICES
GRAPHIC DESIGN SERVICES
2600 S. California ave. Suite C Monrovia CA 91016 The Sauce Creative Services Corp [email protected] Sergio Balandran CEO (626) 217-4662 $150.00
$135.00 $0.185 $185.00 $0.135
$150.00 $16.00 $36.00 $360.00 $125.00 Flat Rate
Flat Rate Pricing Based on project
$320.00 $175.00
$225.00 Flat Rate $225.00 Pricing Based on project $225new/$75based on previousl $225.00 Flat Rate $125.00 Flat Rate Pricing Based
on project
Pricing Based
on project Flat Rate Flat Rate
Pricing Based
on project Pricing Based on project Pricing Based on project NOTE: All project pricing is a flat rate and will include unlimited revisions. EXHIBIT B Employee Title Skill Level Design Rate
Signature
Date
Printed Name
Title
Company Name
GRAPHIC DESIGN RATE: Please include all key personnel considered to be essential to the work being requested.
“I affirm that I have reviewed the Request for Proposal (RFP). I have completed the Cost Proposal - Bid Sheet to the best of my knowledge. I understand that all information submitted about this RFP may be subject to the provisions of the Public Records Act. The City shall have the right to terminate at any time any contract awarded to an RFP response that contains false information.”
AKNOWLEDGEMENT OF REVIEW
Jr Designer Designer Lead Designer 1010 $50/hr 10 $85/hr $125/hr 10/13/2022 The Sauce Creative Services Corp Ceo Sergio Balandran