RESOLUTION NO. 24-___
Resolution Of The City Council Of The City Of Emeryville Authorizing The City Manager To Execute A Professional Services Contract With 510 Media, LLC For Marketing Program Implementation For An Amount Not To Exceed $357,000 Over A Three Year Term
WHEREAS, on October, 2017, the City Council adopted Resolution No. 17-166 adopting the City’s Economic Development Strategy, which included marketing as a priority action; and
WHEREAS, on March 17, 2021, the Economic Development Action Committee (EDAC) established an ad-hoc subcommittee to advance the development of a marketing program that capitalizes on the City’s strengths and to develop tools to engage visitors to the City by highlighting its culture of art and innovation; and
WHEREAS, the information gained from subsequent industry roundtable discussions, survey results and one-on-one business meetings informed the crafting of an outline for the marketing program; and
WHEREAS, on September 21, 2022, the EDAC reviewed an outline of marketing activities, messaging themes, audiences and discussed various outreach strategies; and WHEREAS, on May 17, 2023, the EDAC reviewed the RFP drafted for Marketing Program Implementation (“RFP”) and provided feedback to staff; and WHEREAS, on August 4, 2023, the RFP was released through posting on the City’s website as well as email distribution to interested parties with a due date of September 7, 2023; and
WHEREAS, the City received eight responses to the RFP by the September 7, 2023 deadline; and
WHEREAS, a panel of staff members reviewed, evaluated and ranked each proposal, interviewed the top four ranked proposers, and made the determination that 510 Media, LLC was the most qualified to provide the services requested by the RFP; now, therefore be it
RESOLVED, that the City Council of the City of Emeryville hereby authorizes the City Manager to execute the Professional Services Contract with 510 Media, LLC for marketing program implementation in substantial form as attached hereto as Exhibit A, and be it further
RESOLVED, that the City Council of the City of Emeryville hereby authorizes the City Manager to execute amendments to the Professional Services Contract as needed to effectuate its purposes, provided such amendments do not materially increase the City’s obligations thereunder.
DocuSign Envelope ID: FEC03CAD-CCAC-4F98-846B-455E17A20034 Resolution No. 24-
Marketing Program Implementation
City Council Meeting | February 20, 2024
ADOPTED by the City Council of the City of Emeryville at a regular meeting held Tuesday, February 20, 2024, by the following vote:
AYES:
NOES:
ABSTAIN:
ABSENT:
MAYOR
ATTEST: APPROVED AS TO FORM:
CITY CLERK CITY ATTORNEY
ATTACHMENTS
Exhibit A – Professional Services Contract
DocuSign Envelope ID: FEC03CAD-CCAC-4F98-846B-455E17A20034
CALIFORNIA
PROFESSIONAL SERVICES CONTRACT
FOR CITY USE ONLY
Contract No. CIP No.
Resolution No. Project No. REV09/2022
THIS PROFESSIONAL SERVICES CONTRACT (“Contract”) is effective as of ____________________ (the “Effective Date”), by and between THE CITY OF EMERYVILLE, a municipal corporation, (“City”) and 510 MEDIA, LLC (“Contractor”), individually referred to as a “Party” and collectively as the “Parties”.
WITNESSETH THAT
WHEREAS, the City desires to engage Contractor for marketing program implementation services; and
WHEREAS, the City finds that specialized knowledge, skills, and training are necessary to render the services necessary to do the work contemplated under this Contract; and WHEREAS, the City has determined that the Contractor is qualified by training and experience to render such services; and
WHEREAS, the Contractor desires to provide such services; and, WHEREAS, the public interest will be served by this Contract; and NOW, THEREFORE, the Parties hereto do mutually agree as follows:
1. SCOPE OF SERVICES AND TERMINATION DATE
1.1 Project Description
A complete project description is set forth in the Scope of Work, attached hereto as Exhibit A and incorporated herein by this reference.
1.2 Services
The services to be completed under this Contract (“Services”) are described in the Scope of Work set forth in Exhibit A. The Services shall be performed in accordance with terms, conditions, and specifications set forth herein. To the extent there is a conflict between the Scope of Work, and the terms, conditions, and specifications set forth herein, the terms, conditions, and specifications set forth herein shall govern.
1.3 Schedule and Completion Date
The Services to be provided by Contractor under this Contract shall commence on the Effective Date and terminate on MARCH 31, 2027. The Parties may, by mutual, written consent, extend the term of this Contract.
Exhibit A
DocuSign Envelope ID: FEC03CAD-CCAC-4F98-846B-455E17A20034 City of Emeryville | Professional Services Contract REV09/2022
2. WORK CHANGES
2.1 City Rights to Change
The City reserves the right to order changes in the Services to be performed under this Contract by altering, adding to or deducting from the Scope of Work. All such changes shall be incorporated in amendments executed by the Contractor and the City. Such amendments shall specify the changes ordered and any necessary adjustment of compensation and completion time.
2.2 Additional Work Changes
Any work added to the Scope of Work by an amendment shall be executed under all the applicable conditions of this Contract. No claim for additional compensation or extension of time shall be recognized unless contained in an amendment duly executed on behalf of the City and the Contractor.
2.3 City Manager Execution
The City Manager has authority to execute without further action of the Emeryville City Council, any number of amendments so long as their total effect does not materially alter the terms of this Contract or increase the total amount to be paid under this Contract, as set forth in Section 3.2 below.
3. COMPENSATION AND METHOD OF PAYMENT
3.1 Compensation for Services Performed
City agrees to pay the Contractor for the Services performed and costs incurred by Contractor upon certification by the City that the Services were actually performed and costs actually incurred in accordance with the Contract. Compensation for Services performed and reimbursement for costs incurred shall be paid to the Contractor upon receipt and approval by the City of invoices setting forth in detail the Services performed and costs incurred. The City shall pay the Contractor within forty-five (45) days after approval of the invoice by City staff.
3.2 Total Compensation Amount
The total amount paid under this Contract as compensation for Services performed and reimbursement for costs incurred shall not, in any case, exceed THREE HUNDRED THOUSAND FIFTY SEVEN DOLLARS AND NO CENTS ($357,000.00), except as outlined in Section 2.3 above. The compensation for Services performed shall be as set forth in Exhibit A. Reimbursement for costs incurred shall be limited as follows. Long distance telephone and telecommunications, facsimile transmission, normal postage and express mail charges, photocopying and microcomputer time shall be at cost.
Supplies and outside services, transportation, lodging, meals and authorized subcontracts shall be at cost plus no more than a 10% administrative burden.
Automobile mileage shall be no more than the current deductible rate set by the Internal Revenue Service.
DocuSign Envelope ID: FEC03CAD-CCAC-4F98-846B-455E17A20034 City of Emeryville | Professional Services Contract REV09/2022
4. COVENANTS OF CONTRACTOR
4.1 Assignment of Contract
The Contractor covenants and agrees not to assign or transfer any interest in, nor delegate any duties of this Contract, without the prior express written consent of the City. As to any approved subcontractors, the Contractor shall be solely responsible for reimbursing them and the City shall have no obligation to them.
4.2 Responsibility of Contractor and Indemnification of City To the fullest extent permitted by law, Contractor shall indemnify, defend, and hold harmless City and City’s members, officers, agents, employees and volunteers, from and against any and all claims, losses, liabilities of every kind, nature and description, damages, injury (including without limitation injury to or death of an employee of Contractor or subcontractors as well as any claim by any employee, agent, Contractor or independent contractor hired or employed by Contractor that such persons or individuals are entitled to any benefit otherwise provided to employees of the City, including coverage under the California Public Employee Retirement System), costs and expenses of any kind, whether actual, alleged or threatened, including, without limitation, incidental and consequential damages, court costs, reasonable attorneys’ fees, litigation expenses, and fees of expert contractors or expert witnesses incurred in connection therewith and the costs of investigation, arising out of, pertaining to, or relating to, directly or indirectly, in whole or in part, the negligence, recklessness, or willful misconduct of Contractor, any subcontractor, anyone directly or indirectly employed by them or anyone that they control. This indemnification obligation is not limited in any way by any limitation on the amount or type of damages or compensation payable to or for Contractor. This obligation to indemnify and defend the City, its members, officers, agents, employees and volunteers shall survive termination of this Contract.
If Contractor’s obligation to defend, indemnify, and/or hold harmless arises out of Contractor’s performance of “design professional” services (as that term is defined under Civil Code section 2782.8), then, and only to the extent required by Civil Code section 2782.8, which is fully incorporated herein, Contractor’s indemnification obligation shall be limited to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Contractor, and, upon Contractor obtaining a final adjudication by a court of competent jurisdiction, Contractor’s liability for such claim, including the cost to defend, shall not exceed the Contractor’s proportionate percentage of fault.
4.3 Independent Contractor
The Contractor hereby covenants and declares that it is engaged in an independent business and agrees to perform the Services as an independent contractor and not as the agent or employee of the City. The Contractor agrees to be solely responsible for its own matters relating to the time and place the Services are performed; the instrumentalities, tools, supplies and/or materials necessary to complete the Services; hiring of contractors, agents or employees to complete the Services; and the payment of
DocuSign Envelope ID: FEC03CAD-CCAC-4F98-846B-455E17A20034 City of Emeryville | Professional Services Contract REV09/2022
employees, including compliance with Social Security, withholding and all other regulations governing such matters. The Contractor agrees to be solely responsible for its own acts and those of its subordinates and employees during the term of this Contract.
4.4 Insurance
Contractor shall not commence Services under this Contract until it has provided evidence satisfactory to the City that it has secured all insurance required under Exhibit B, attached hereto and incorporated herein by this reference. In addition, Contractor shall not allow any subcontractor to commence work on any subcontract until it has provided evidence satisfactory to the City that the subcontractor has secured all insurance required under Exhibit B. Failure to provide and maintain all required insurance shall be grounds for the City to terminate this Contract for cause.
4.5 Records, Reports and Audits
4.5.1 Records
A. Records shall be established and maintained by the Contractor in accordance with requirements prescribed by the City with respect to all matters covered by this Contract. Except as otherwise authorized, such records shall be maintained for a period of three years from the date that final payment is made under this Contract. Furthermore, records that are the subject of audit findings shall be retained for three years or until such audit findings have been resolved, whichever is later.
B. All costs shall be supported by properly executed payrolls, time records, invoices, contracts, or vouchers, or other official documentation evidencing in proper detail the nature and propriety of the charges. All checks, payrolls, invoices, contracts, vouchers, orders or other accounting documents pertaining in whole or in part to this Contract shall be clearly identified and readily accessible.
4.5.2 Reports and Information
Upon request, the Contractor shall furnish to the City any and all statements, records, reports, data and information related to matters covered by this Contract in the form requested by the City.
4.5.3 Audits and Inspections
At any time during normal business hours and as often as the City may deem necessary, there shall be made available to the City for examination all records with respect to all matters covered by this Contract. The Contractor will permit the City to audit, examine, and make excerpts or transcripts from such records, and to audit all contracts, invoices, materials, payrolls, records of personnel, conditions of employment and or data relating to all matters covered by this Contract.
DocuSign Envelope ID: FEC03CAD-CCAC-4F98-846B-455E17A20034 City of Emeryville | Professional Services Contract REV09/2022
4.6 Conflicts of Interest
The Contractor covenants and declares that, other than this Contract, it has no holdings or interests within the City of Emeryville, nor business holdings, contracts or agreements with any official, employee or other representative of the City. For the duration of this Contract, in the event the Contractor or its principals, agents or employees acquire such a holding, interest, contract, or agreement within the City of Emeryville or with any official, employee or representative of the City in the future, the Contractor will immediately notify the City of such holding, interest, contract, or agreement in writing.
4.7 Confidentiality
The Contractor agrees that such reports, information, opinions or conclusions shall not be made available to or discussed with any individual or organization, including the news media, without prior written approval of the City. The Contractor shall exercise reasonable precautions to prevent the unauthorized disclosure and use of City information whether deemed confidential or not.
4.8 Discrimination Prohibited
The Contractor covenants and agrees that in performing the Services required under this Contract, the Contractor shall not discriminate against any person on the basis of race, color, religion, sex, sexual orientation, gender identity, marital status, national origin or ancestry, age or disability, except as provided in section 12940 of the Government Code.
4.9 Licenses, Certifications and Permits
The Contractor covenants and declares that it has obtained all diplomas, certificates, licenses, permits or the like required of the Contractor by any and all national, state, regional, county, city or local boards, agencies, commissions, committees or other regulatory bodies in order to perform the Services contracted for under this Contract.
All work performed by Contractor under this Contract shall be in accordance with applicable legal requirements and shall meet the standard of quality ordinarily expected of competent professionals.
4.10 Key Personnel
All of the individuals listed in Exhibit A are necessary for the successful prosecution of the Services due to their unique expertise and depth and breadth of experience. There shall be no change in Contractor’s Project Manager or members of the project team without the City’s approval. Contractor recognizes that the composition of this team was instrumental in the City’s decision to award the work to Contractor and that compelling reasons for substituting these individuals must be demonstrated for the City’s consent to be granted. Any substitutes shall be persons of comparable or superior expertise and experience. Failure to comply with the provisions of this section shall constitute a material breach of Contractor’s obligations under this Contract and shall be grounds for termination.
DocuSign Envelope ID: FEC03CAD-CCAC-4F98-846B-455E17A20034 City of Emeryville | Professional Services Contract REV09/2022
4.11 Authority to Contract
The Contractor covenants and declares that it has obtained all necessary approvals of its board of directors, stockholders, general partners, limited partners or similar authorities to simultaneously execute and bind Contractor to the terms of this Contract, if applicable.
4.12 Ownership of Work
All reports, designs, drawings, plans, specifications, schedules, work product and other materials prepared or in the process of being prepared for the Services to be performed by the Contractor (“Materials”) shall be and are the property of the City and the City shall be entitled to full access and copies of all such Materials. Any such Materials remaining in the hands of the Contractor or subcontractor upon completion or termination of the work shall be delivered immediately to the City. The Contractor assumes all risk of loss, damage or destruction of or to such Materials. If any Materials are lost, damaged or destroyed before final delivery to the City, the Contractor shall replace them at its own expense. Any and all copyrightable subject matter in all materials is hereby assigned to the City and the Contractor agrees to execute any additional documents that may be necessary to evidence such assignment.
4.13 City Labor Requirements
4.13.1 Compliance
At the Effective Date, compliance with the City’s living wage ordinance is ; required /
not required for this Contract. If this Contract provides for compensation to Contractor of $25,000 or more within a single fiscal year for providing Services to the City, then Contractor shall comply with the requirements of the City’s Living Wage Ordinance set forth in Chapter 31 of Title 5 of the Emeryville Municipal Code, unless (i) Contractor is a governmental entity, (ii) this Contract is subject to a higher prevailing wage rate as defined in the California Labor Code, or (iii) this Contract is subject to federal or state laws or regulations that would preclude the application of the City’s laws.
4.13.2 Applicability
Compliance with the Living Wage Ordinance, if applicable, shall be required during the term of the Contract for all employees of Contractor who perform at least twenty-five percent (25%) of the work arising from this Contract, unless said employees are otherwise exempt from the application of the Living Wage Ordinance pursuant to Section 5-31.08 of the Emeryville Municipal Code. Contractor shall promptly provide to the City documents and information verifying compliance with the requirements of the Living Wage Ordinance within ten (10) working days following a written request for such documentation and information from the City.
4.13.3 Non-Compliance
Failure to comply with the Living Wage Ordinance provides that a person claiming a violation thereof may bring an action against Contractor for back pay, reinstatement and
DocuSign Envelope ID: FEC03CAD-CCAC-4F98-846B-455E17A20034 City of Emeryville | Professional Services Contract REV09/2022
compensatory damages, as well as a penalty up to three times the amount of damages for a willful violation, plus reasonable attorney’s fees and costs. In addition, the City may terminate the Contract and pursue any other remedies available to the City, including debarment, for violations of the Living Wage Ordinance.
4.13.4 Living Wage
Contractor shall notify each of its affected employees with regards to wages that are required to be paid pursuant to this Contract. “Living Wage” means no less than $18.00 PER HOUR (which is subject to increase annually on July 1st to reflect the twelve-month average increase to the Consumer Price Index for all urban consumers in the San Francisco-Oakland-San Jose Metropolitan Statistical Area for the preceding year from May to April, not to exceed three percent (3%) in any one year) including wages and health benefits. If employer contributions for health benefits are not paid on an hourly basis, the employer must demonstrate to the City the hourly value of such benefits in order to receive credit for such payments to covered employees.
4.13.5 Minimum Wage and Paid Sick Leave
In addition to the Living Wage Ordinance, the Contractor may be required to comply with the City’s Minimum Wage, Paid Sick Leave, and Other Employment Standards Ordinance, as set forth in Chapter 37 of Title 5 of the Emeryville Municipal Code, to the extent it is applicable.
4.14 California Labor Requirements
4.14.1 Prevailing Wage Requirements
Contractor is aware of the requirements of California Labor Code Sections 1720 et seq. and 1770 et seq., which require the payment of prevailing wage rates and the performance of other requirements on certain “public works” and “maintenance” projects (“Prevailing Wage Laws”). If the Services are being performed as part of an applicable “public works” or “maintenance” project, as defined by the Prevailing Wage Laws, and if the total compensation is $1,000 or more, Contractor agrees to fully comply with such Prevailing Wage Laws. Contractor shall defend, indemnify and hold the City, its officials, officers, employees and agents free and harmless from any claims, liabilities, costs, penalties or interest arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. It shall be mandatory upon the Contractor and all subcontractors to comply with all California Labor Code provisions, which include but are not limited to prevailing wages (Labor Code Sections 1771, 1774 and 1775), employment of apprentices (Labor Code Section 1777.5), certified payroll records (Labor Code Sections 1771.4 and 1776), hours of labor (Labor Code Sections 1813 and 1815) and debarment of contractors and subcontractors (Labor Code Section 1777.1).
The requirement to submit certified payroll records directly to the Labor Commissioner under Labor Code section 1771.4 shall not apply to work performed on a public works project that is exempt pursuant to the small project exemption specified in Labor Code Section 1771.4.
DocuSign Envelope ID: FEC03CAD-CCAC-4F98-846B-455E17A20034 City of Emeryville | Professional Services Contract REV09/2022
4.14.2 Registration
If the Services are being performed as part of an applicable “public works” or “maintenance” project, then pursuant to Labor Code Sections 1725.5 and 1771.1, the Contractor and all subcontractors performing such Services must be registered with the Department of Industrial Relations. Contractor shall maintain registration for the duration of the Contract and require the same of any subcontractors, as applicable.
Notwithstanding the foregoing, the contractor registration requirements mandated by Labor Code Sections 1725.5 and 1771.1 shall not apply to work performed on a public works project that is exempt pursuant to the small project exemption specified in Labor Code Sections 1725.5 and 1771.1.
4.14.3 Labor Compliance Oversight
This Contract may also be subject to compliance monitoring and enforcement by the Department of Industrial Relations. It shall be Contractor’s sole responsibility to comply with all applicable registration and labor compliance requirements. Any stop orders issued by the Department of Industrial Relations against Contractor or any subcontractor that affect Contractor’s performance of Services, including any delay, shall be Contractor’s sole responsibility. Any delay arising out of or resulting from such stop orders shall be considered Contractor caused delay and shall not be compensable by the City. Contractor shall defend, indemnify and hold the City, its officials, officers, employees and agents free and harmless from any claim or liability arising out of stop orders issued by the Department of Industrial Relations against Contractor or any subcontractor.
4.14.4 Workers’ Compensation
Pursuant to the requirements of section 1860 of the California Labor Code, Contractor will be required to secure the payment of workers’ compensation to his employees in accordance with the provisions of section 3700 of the Labor Code. By signing this Contract, Contractor certifies the following:
“I am aware of the provisions of section 3700 of the California Labor Code which require every employer to be insured against liability for workers’ compensation or to undertake self-insurance in accordance with the provisions of that code, and I will comply with such provisions before commencing the performance of the work of this contract.”
4.14.5 Event of Default
Failure by Contractor to comply with any provision of this Section shall constitute a default of this Contract and shall be grounds for termination as provided in this Contract.
5. TERMINATION
A. The City shall have the right to terminate this Contract for any reason whatsoever by providing written notice thereof at least five (5) calendar days in advance of the termination date.
DocuSign Envelope ID: FEC03CAD-CCAC-4F98-846B-455E17A20034 City of Emeryville | Professional Services Contract REV09/2022
B. All termination notice periods triggered pursuant to written notice shall begin to run from the date of the United States Postal Service postmark.
C. Upon termination, City shall provide for payment to the Contractor for Services rendered and expenses incurred prior to the termination date.
D. Upon receipt of a termination notice the Contractor shall: (1) promptly discontinue all Services affected, unless the notice directs otherwise; and (2) promptly deliver to the City all data, drawings, reports, summaries, and such other information and materials as may have been generated or used by the Contractor in performing this Contract, whether completed or in process, in the form specified by the City.
E. Notwithstanding anything to the contrary, this Contract is subject to immediate termination in the event the City Council does not appropriate sufficient funds for this Contract.
F. The rights and remedies of the City and the Contractor provided in this Section are in addition to any other rights and remedies provided under this Contract or at law or in equity.
6. NO PERSONAL LIABILITY
No member, official or employee of the City shall be personally liable to the Contractor or any successor in interest in the event of any default or breach by the City or for any amount which may become due to the Contractor or successor or on any obligation under the terms of this Contract.
7. ENTIRE AGREEMENT
This Contract constitutes the complete agreement between the Parties and supersedes any and all other agreements, either oral or in writing, between the Parties with respect to the subject matter of this Agreement. No other agreement, statement or promise relating to the subject matter of this Contract not contained in this Contract shall be valid or binding. This Contract may be modified or amended only by a written document signed by representatives of both Parties with appropriate authorization.
8. SUCCESSORS AND ASSIGNS
Subject to the provisions of this Contract regarding assignment, this Contract shall be binding on the heirs, executors, administrators, successors and assigns of the respective Parties.
9. APPLICABLE LAW AND ATTORNEY’S FEES; VENUE
If any action at law or in equity is brought to enforce or interpret the provisions of this Contract, the rules, regulations, statutes and laws of the State of California will control.
The prevailing party shall be entitled to reasonable attorney's fees in addition to any
DocuSign Envelope ID: FEC03CAD-CCAC-4F98-846B-455E17A20034 City of Emeryville | Professional Services Contract REV09/2022
other relief to which said party may be entitled. The exclusive venue for any legal action taken pursuant to this Contract shall be the State of California Superior Court for the County of Alameda or the United States District Court for the Northern District of California.
10. SEVERABILITY
The caption or headnote on articles or sections of this Contract are intended for convenience and reference purposes only and in no way define, limit or describe the scope or intent thereof, or of this Contract nor in any way affect this Contract. Should any article(s) or section(s), or any part thereof, later be deemed unenforceable by a court of competent jurisdiction, the remainder of this Contract shall remain in full force and effect to the extent possible.
11. BUSINESS TAX CERTIFICATE
Prior to commencement of the Services to be provided hereunder, Contractor shall apply to the City of Emeryville Finance Department for a business tax certificate, pay the applicable business tax and maintain said business tax certificate during the term of this Contract, as provided in Article 1 of Chapter 1 of Title 3 of the Emeryville Municipal Code.
12. NOTICES
12.1 Communications Relating to Daily Activities
All communications relating to the day-to-day activities of the work and invoices shall be exchanged between April Shabazz for the City and Nana Kofi Nti for the Contractor:
CITY CONTRACTOR
April Shabazz, Management Analyst
Phone No: 510-596-4316
E-Mail : [email protected]
Nana Kofi Nti, Account Director
Phone No: 510-532-2000
E-Mail : [email protected]
DocuSign Envelope ID: FEC03CAD-CCAC-4F98-846B-455E17A20034 City of Emeryville | Professional Services Contract REV09/2022
12.2 Official Notices
All other notices, writings or correspondence as required by this Contract shall be directed to the City and the Contractor, respectively, as follows:
CITY CONTRACTOR
Chadrick Smalley, Community
Development Director
1333 Park Ave.
Emeryville, California 94608
Phone No: 510-596-4355
E-Mail : [email protected]
with a copy to:
April Shabazz, Management Analyst
1333 Park Ave.
Emeryville, California 94608
Phone No: 510-596-4316
E-Mail : [email protected]
Nana Kofi Nti, Account Director
737 2nd St. Loft 101A and 101M
Oakland, CA 94607
Phone No: 510-532-2000
E-Mail : [email protected]
13. COUNTERPARTS
This Contract may be signed in counterparts, each of which shall constitute an original. It is expressly agreed that each Party to this Contract shall be bound by its own telecopied, scanned, electronic or digital signature and shall accept the telecopied, scanned, electronic or digital signature of the other Party to this Contract.
14. NO THIRD-PARTY BENEFICIARIES
Except to the extent expressly provided for herein, there are no intended third-party beneficiaries of any right or obligation assumed by the Parties.
15. NON-EXCLUSIVITY
City reserves right to employ other contractors in connection with the Services covered under this Contract.
16. ASSIGNMENT OR TRANSFER
Contractor shall not assign, hypothecate or transfer, either directly or by operation of law, this Contract or any interest herein without the prior written consent of the City.
Any attempt to do so shall be null and void, and any assignees, hypothecates or transferees shall acquire no right or interest by reason of such attempted assignment, hypothecation or transfer.
DocuSign Envelope ID: FEC03CAD-CCAC-4F98-846B-455E17A20034 City of Emeryville | Professional Services Contract REV09/2022
17. WAIVER
The City’s failure to enforce any provision of this Contract or the waiver in a particular instance shall not be construed as a general waiver of any future breach or default.
18. OTHER REQUIREMENTS
Compliance with terms and conditions set forth in Exhibit C is required /
; not required for this Contract. Contractor shall also fully and adequately comply with the provisions included in Exhibit C (“Other Requirements”) when attached hereto and incorporated herein by reference (“Other Requirements”). With respect to any conflict between such Other Requirements and the terms of this Contract and/or the provisions of state law, Exhibit C shall control.
SIGNATURES ON FOLLOWING PAGE
DocuSign Envelope ID: FEC03CAD-CCAC-4F98-846B-455E17A20034 City of Emeryville | Professional Services Contract REV09/2022
19. SIGNATURE PAGE TO PROFESSIONAL SERVICES CONTRACT
IN WITNESS WHEREOF the City and the Contractor have executed this Contract, which shall become effective as of the date first written above.
Approved As To Form:
City Attorney
Dated: CITY OF EMERYVILLE
City Manager
Dated: 510 MEDIA, LLC
(Signature)
Nana Kofi Nti, Account Director
Attach:
W-9 Form
Attach:
Business License Certificate
DocuSign Envelope ID: FEC03CAD-CCAC-4F98-846B-455E17A20034
EXHIBIT A
SCOPE OF SERVICES
Phase 1: Discovery, Listening & Understanding
Brand Understanding & Discovery [4 weeks]
Because this body of work revolves around the construction and publication of a purpose-built website supported by strategic social media promotion that drives traffic to the website, we recommend the following approach to meet the City of Emeryville’s goal of advancing the City’s image as a center of art and innovation. For us, the first step in any meaningful methodology is to gain a deep understanding of the organization, the people that make it up and its ecosystem.
To identify themes and narratives that promote the goals of the City of Emeryville, we will begin with brand understanding and discovery. Before we can co-develop a strategic communications and marketing plan, or build a website or social media strategy, we must gain insights from the key project stakeholders and, most importantly, from the core audiences that the City of Emeryville aims to reach.
Key Elements: • Brand Audit • Stakeholder Conversations • Market Research • Data + Analytics • Gaps + Opportunities • Insights
Brand Audit: We conduct a comprehensive review of the brand’s existing materials, including its visual identity, messaging, and communications. We also evaluate the brand’s reputation in the marketplace, including its strengths, weaknesses, opportunities, and threats. This is our first step toward fully understanding your brand. During the audit, our team will examine the existing brand assets, infrastructure and communications systems in order to identify key facts about your current state. Conducting a comprehensive knowledge audit of relevant documents and data will allow us to begin to immerse ourselves in your world. The brand audit will conclude with a series of foundational truths about your brand, your organization, the underlying impression your materials give, and the position you currently take in your market.
Stakeholder Conversations: We engage in conversations with internal and external stakeholders to understand their perspectives on the brand. This could include executives, employees, patients, partners, and community members at large. We engage these key stakeholders who are closest to the brand to discover hidden, implied, or unspoken norms unique to your world.
Market Research: We analyze the data to uncover deep insights into the unique challenges and opportunities for The City of Emeryville and its stakeholders. We will leverage the power of ethnographic research to better understand your ecosystem. Using this dynamic approach, we will go beyond the surface level of surveys and focus groups to reveal the heart of what really matters to citizens. Ethnographic research captures the subtle nuances of behavior, culture,
DocuSign Envelope ID: FEC03CAD-CCAC-4F98-846B-455E17A20034 and context that traditional research methods can miss, providing a more comprehensive understanding of how citizens interact with the City of Emeryville.
Data + Analytics: We use provided data and analytics to measure the brand's performance in social and digital spaces and identify areas for improvement. *This will vary depending on the provided data sets.
Gaps + Opportunities: Based on our research, we identify gaps and opportunities for the brand.
This includes an assessment of the brand's current strengths and weaknesses, as well as an analysis of emerging and contextual trends and sentiment or cultural shifts.
Insights: We will analyze the results of the discovery to gain more insights. Once completed, these insights will be analyzed and used to identify if any further discovery objectives are needed. These insights, along with the preliminary brand audit, will be combined into the Insights Report to help define the direction for the communication and marketing efforts. The Insights Report is the culmination of the discovery phase and a key deliverable.
Phase 2: Strategy & Positioning 2.0 Brand Strategy [4-6 weeks] Using the core insights gathered during Discovery and the City of Emeryville’s Marketing Program Outline as a starting point, we will work with City staff to build a marketing and communications plan with measurable objectives and co-construct a work plan that will guide execution. We will work closely with the City of Emeryville’s team to understand their vision for the City’s digital assets and adjacent collateral that helps shape the City’s overall narrative and aligns with the key objectives. Our strategy development process is highly collaborative and involves a mix of internal and external stakeholders and what we call creative sessions where we get to connect and collaborate. The resulting brand strategy and communications plan will be the blueprint that guides all decisions and delivers a pathway to consistency across all touch points. In addition to outlining each step of project implementation, the plan will also:
• Identify key target audiences
• Identify specific social media marketing goals and tracking methodologies • Identify ways to increase the City of Emeryville’s communications and marketing capacity (as it relates to this body of work)
• Propose additional strategies to increase traffic to the website and to achieve the overall goal of advancing the City’s image as a center of Art and Innovation.
Phase 3: Creative Implementation [16-24 weeks]
DocuSign Envelope ID: FEC03CAD-CCAC-4F98-846B-455E17A20034 Once we’ve built a measurable, strategic communications and marketing plan, we can lean into the key areas of implementation: building a mission-specific website, a social media strategic plan, a content generation and publication plan, and any additional materials and collateral that will help bolster Emeryville’s status as a center of Art and Innovation. We agree with the depth and detail expressed in the Marketing Program Outline but recommend moving up the development of digital content strategies, so it happens earlier in the workflow. This will help inform the design choices we are making for the website and improve overall site functionality and compatibility with the subsequent social media efforts. Here are the stages of work:
Stage 1: Website and Brand Development Drawing from the work flows we identify in the communications plan, we’ll start with website development, which begins with content gathering and organization, building a site map, and designing the site’s infrastructure. In these early stages, we’ll determine the best platform to meet your needs and the best content management system to organize your information.
Stage 1a: Collaborative Building Before we complete the design of the site, we will work with you to establish the best vehicle to tell the City’s stories, share news, and present data and information. Then, with a deep understanding of your team’s capacity, we will co-develop a sustainable website and social media content strategy.
Stage 1b: Website Design During this stage, with your help, we design the look and feel through our iterative and collaborative design process. From the development of mood boards to the initial website concepts, you’ll have multiple opportunities to guide us along the way and provide feedback so we can build a website that meets your core needs.
Stage 1c: Narrative Building In this phase, as described in the Marketing Program Outline, we will lean into pre-production and concretize a methodology to share the Deep Dive Stories, Industry Profiles, and Topical Reviews. Each area of focus is an opportunity to present information in a compelling way that appeals to the widest audience possible. We will work closely with you to find the balance that works for your team and the citizens and partners of Emeryville. Two primary methods we’ll use to share stories will be photography and videography. Both mediums have the power to communicate the story of a city. We understand the City of Emeryville’s need to capture images that both resonate and celebrate the diverse audience it serves. We plan to capture dynamic and engaging images full of excitement and energy, highlighting the City of Emeryville’s overall ecosystem, diversity, talent and offerings and connection will help to showcase the uniqueness of the city. For the News and Stats sections of the website, we will help you develop thoughtful written content that clearly demonstrates the unique value of Emeryville. Part of this is about writing, part is about media coverage, and part of it is the frequency and timing of your messaging. Our strategy team will work with you to build a message and a system of communications that resonates with your community.
DocuSign Envelope ID: FEC03CAD-CCAC-4F98-846B-455E17A20034 Stage 1d: Website Development This is the technical production of front and back-ends of the website. Our team will work on the client-side of the website, which is what users see and interact with in their web browsers. They use technologies like HTML, CSS, and JavaScript to implement the design and ensure the website is responsive and functional on various devices and screen sizes. They’ll also build the database, server, and application logic that enable the website to perform dynamic functions, such as user authentication, data processing, and content management.
Stage 1e: Website Launch Upon launch, we’ll help you build a site management plan that speaks to the frequency of content updates, a training on how to make those updates, and recommendations on site use best practices.
Stage 2: Website Marketing Kickoff Using the learnings from discovery and market research, we’ll identify the best channels on which to reach and promote. Social media, email, print, inperson QR codes are all strategies we can leverage to help get the word out about the information that’s available on the new site.
Stage 3: Paid Advertising and Earned Media* To help strengthen the marketing efforts, and depending on budget, we can place ads on Google or Facebook as well as in papers like the SF Business Times or the SF Chronicle, but we can also work with you to pitch stories to local media outlets to gain earned media coverage.
Phase 4: Brand Implementation Listening and Continuous Improvement [12 weeks] Once the website is launched and the social media campaigns are firing away, it is important to listen and understand how the work is being received by your core audiences and what changes and adjustments are needed. During this phase, we’ll partner with you to listen and course correct.
By figuring out what elements are not resonating and where the gaps are, we’ll find new opportunities that help us understand how to tune the message for greater impact. We are your partners in the work, from ideation to the feedback loop.
Strategic and Project Management Methodology (on-going) Managing clients’ projects is like embarking on a grand adventure. The journey starts with careful planning, where we map out the route to reach our destination, set goals, and gather the resources we need for our voyage.
We work closely with our clients to ensure that we're on the right track and that their needs are being met. Throughout the journey, we constantly monitor our progress and taking action when needed to keep course.
DocuSign Envelope ID: FEC03CAD-CCAC-4F98-846B-455E17A20034 BUDGET
*The proposed 3-year budget totals $357,000, using an assumed annual budget of $119,000. In Year 1, the largest investments are in website development, strategic management, and planning/strategy (Phases 1 -3). These initial investments in development, planning, and management lay the groundwork for the rest of the 3-year plan. In Year 2, spending shifts towards ongoing content development, marketing, and program evaluation (Phases 3-4) to build on what was created in Year 1. In the third and final year, the focus turns to maximizing marketing and spending on enhancements to the website (Phase 4). Throughout the 3 years, project management funds are allocated to ensure smooth implementation. The gradual shift over the three years represents a transition from high initial investment to optimization and increased marketing to fully leverage the work done in the first two years.
March 1st to February 28th Annual Basis:
Year 1 Year 2 Year 3 TOTAL
Discovery /
Planning / Strategy $29,000 $14,000 $9,000 $52,000
Website
Development $32,250 $16,125 $0 $48,375
Website
Enhancement $0 $11,875 $0 $11,875
Website
Maintenance $0 $0 $14,000 $14,000
Content
Development $11,750 $19,250 $19,250 $50,250
Marketing/Advertis
ing $11,250 $13,750 $15,750 $40,750
Feedback/ Program
Evaluation $0 $0 $11,250 $11,250
Strategic
Management $23,750 $33,000 $38,750 $95,500
Project
Management $11,000 $11,000 $11,000 $33,000
TOTAL $119,000 $119,000 $119,000 $357,000
DocuSign Envelope ID: FEC03CAD-CCAC-4F98-846B-455E17A20034 July 1st to June 30th Fiscal Year Basis:
FY24 FY25 FY26 FY27 TOTAL
Discovery / Planning / Strategy $29,000 $4,667 $12,333 $6,000 $52,000 Website Development $32,250 $5,375 $10,750 $0 $48,375
Website Enhancement $0 $3,958 $7,917 $0 $11,875
Website Maintenance $0 $0 $4,667 $9,333 $14,000
Content Development $3,917 $14,250 $19,250 $12,833 $50,250 Marketing/Advertising $3,750 $12,083 $14,417 $10,500 $40,750 Feedback/ Program Evaluation $0 $0 $3,750 $7,500 $11,250 Strategic Management $7,917 $26,833 $34,917 $25,833 $95,500 Project Management $3,667 $11,000 $11,000 $7,333 $33,000 TOTAL $80,500 $78,167 $119,000 $79,333 $357,000
*3/1/24 to 6/30/24 **7/1/26 to 2/28/27
DocuSign Envelope ID: FEC03CAD-CCAC-4F98-846B-455E17A20034
CALIFORNIA
REV 08/2020 Page 1 of 5
EXHIBIT B
Contract Insurance Requirements
As used in this Exhibit B, Contractor refers to 510 MEDIA, LLC.
1. MINIMUM REQUIREMENTS
Contractor shall, at its expense, procure and maintain for the duration of the Contract insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the Work or Services required by the Contract hereunder by Contractor, its agents, representatives, employees or subcontractors. Contractor shall also require all of its subcontractors to procure and maintain the same insurance for the duration of the Contract. Such insurance shall meet at least the following minimum levels of coverage, as checked below:
1.1 Minimum Scope of Insurance
Coverage shall be at least as broad as the latest version of the following:
; General Liability
Insurance Services Office Commercial General Liability coverage (occurrence form CG 00 01).
; Automobile Liability
Insurance Services Office Business Auto Coverage form number CA 00 01, code 1 (any auto) or if Contractor owns no vehicles, this requirement may be met through a non-owned auto endorsement to the General Liability Policy. ; Professional Liability / Errors and Omissions
Written on a policy form specifically designed to protect against acts, errors or omissions of the Contractor wherein “Covered Professional Services” as designated in the policy must specifically include Services performed under this Contract.
; Workers’ Compensation and Employer’s Liability
Workers’ Compensation insurance as required by the State of California and Employer’s Liability Insurance. Policies shall not contain exclusions contrary to this Contract.
Pollution Liability Insurance
Pollution Liability insurance for claims arising from the discharge, dispersal release or escape or any irritant or contaminant into or upon land, any structure, the atmosphere, watercourse or body of water, including groundwater. This shall
DocuSign Envelope ID: FEC03CAD-CCAC-4F98-846B-455E17A20034 City of Emeryville | Contract Insurance Requirements (Exhibit B) REV 08/2020
include on and off-site clean up and emergency response costs and claims arising from above ground and below ground storage tanks.
1.2 Minimum Limits of Insurance
Contractor shall maintain limits no less than:
; General Liability
$1,000,000.00 per occurrence and $2,000,000.00 aggregate for bodily injury, personal injury and property damage, including without limitation, blanket contractual liability.
OR
$2,000,000.00 per occurrence and $4,000,000.00 aggregate for bodily injury, personal injury and property damage, including without limitation, blanket contractual liability, and coverage for explosion, collapse and underground property damage hazards.
; Automobile Liability
$2,000,000.00 per accident for bodily injury and property damage. ; Professional Liability / Errors and Omissions
$2,000,000.00 per claim and aggregate.
; Workers’ Compensation and Employer’s Liability
Workers’ compensation limits as required by the Labor Code of the State of California. Employer’s Liability limits of $1,000,000.00 each accident, policy limit bodily injury or disease, and each employee bodily injury or disease. Pollution Liability Insurance
$2,000,000.00 per occurrence and $2,000,000.00 aggregate.
Except for the professional liability / errors and omissions policy, defense costs shall be available in addition to the limits. Notwithstanding the minimum limits specified herein, any available coverage shall be provided to the Parties required to be named as additional insureds pursuant to this Contract.
2. INSURANCE ENDORSEMENTS
The insurance policies shall contain the following provisions, if checked, or Contractor shall provide endorsements (amendments) on forms supplied or approved by the City to add the following provisions, if checked, to the insurance policies:
DocuSign Envelope ID: FEC03CAD-CCAC-4F98-846B-455E17A20034 City of Emeryville | Contract Insurance Requirements (Exhibit B) REV 08/2020
; General Liability
(1) Such policy shall provide the City, its officials, employees, agents and authorized volunteers additional insured status using ISO endorsements CG20 10 or CG20 37, or endorsements providing the exact same coverage, with respect to the work or operations performed by or on behalf of Contractor, including materials, parts or equipment furnished in connection with such work; (2) all policies shall waive or shall permit Contractor to waive all rights of subrogation which may be obtained by the Contractor or any insurer by virtue of payment of any loss or any coverage provided to any person named as an additional insured pursuant to this Contract, and Contractor agrees to waive all such rights of subrogation; (3) the insurance coverage shall be primary insurance as respects the City, its officials, employees, agents and authorized volunteers, or if excess, shall stand in an unbroken chain of coverage excess of Contractor’s scheduled underlying coverage. Any insurance or self-insurance maintained by the City, its officials, employees, agents and authorized volunteers shall be excess of Contractor’s insurance and shall not be called upon to contribute with it; and (4) the insurance coverage shall contain standard separation of insureds provisions.
; Automobile Liability
(1) Such policy shall provide the City, its officials, employees, agents and authorized volunteers additional insured status with respect to the ownership, operation, maintenance, use, loading or unloading of any auto owned, leased, hired or borrowed by Contractor or for which Contractor is responsible; (2) all policies shall waive or shall permit Contractor to waive all rights of subrogation which may be obtained by the Contractor or any insurer by virtue of payment of any loss or any coverage provided to any person named as an additional insured pursuant to this Contract, and Contractor agrees to waive all such rights of subrogation; and (3) the insurance coverage shall be primary insurance as respects the City, its officials, employees, agents and authorized volunteers, or if excess, shall stand in an unbroken chain of coverage excess of Contractor’s scheduled underlying coverage. Any insurance or self-insurance maintained by the City, its officials, employees, agents and authorized volunteers shall be excess of Contractor’s insurance and shall not be called upon to contribute with it in any way.
; Professional Liability Coverage
Any policy inception date, continuity date, or retroactive date must be before the effective date of this Contract and Contractor agrees to maintain continuous coverage through a period no less than three years after termination of the Contract.
DocuSign Envelope ID: FEC03CAD-CCAC-4F98-846B-455E17A20034 City of Emeryville | Contract Insurance Requirements (Exhibit B) REV 08/2020
; Workers’ Compensation and Employer’s Liability Coverage The insurer shall agree to waive all rights of subrogation against the City, its officials, employees, agents and authorized volunteers for losses paid under the terms of the insurance policy which arise from work performed by Contractor. Pollution Liability Coverage
(1) Such policy shall give the City, its officials, employees, agents and authorized volunteers additional insured status with respect to claims arising from the discharge, dispersal release or escape or any irritant or contaminant into or upon land, any structure, the atmosphere, watercourse or body of water, including groundwater; (2) all policies shall waive or shall permit Contractor to waive all rights of subrogation which may be obtained by the Contractor or any insurer by virtue of payment of any loss or any coverage provided to any person named as an additional insured pursuant to this Contract, and Contractor agrees to waive all such rights of subrogation; and (3) the insurance coverage shall be primary insurance as respects the City, its officials, employees, agents and authorized volunteers, or if excess, shall stand in an unbroken chain of coverage excess of Contractor’s scheduled underlying coverage. Any insurance or self-insurance maintained by the City, its officials, employees, agents and authorized volunteers shall be excess of Contractor’s insurance and shall not be called upon to contribute with it in any way.
ALL COVERAGES
Each insurance policy required by this Contract shall be endorsed to state that: (1) coverage shall not be suspended, voided, reduced or canceled except after thirty (30) days prior written notice by certified mail, return receipt requested, has been given to the City; and (2) any failure to comply with reporting or other provisions of the policies, including breaches of warranties, shall not affect coverage provided to the City, its officials, employees, agents and authorized volunteers.
3. NO SPECIAL LIMITATIONS
The required insurance shall not contain any special limitations on the scope of protection afforded to the City, its officials, employees, agents and authorized volunteers.
4. DEDUCTIBLES AND SELF-INSURANCE RETENTIONS
Any deductibles or self-insured retentions must be declared to and approved by the City. Contractor shall guarantee that, at the option of the City, either: (1) the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects the City, its officials, employees, agents and authorized volunteers; or (2) the Contractor shall procure a bond or other financial guarantee acceptable to the City guaranteeing payment of losses and related investigation costs, claims and administrative and defense expenses.
DocuSign Envelope ID: FEC03CAD-CCAC-4F98-846B-455E17A20034 City of Emeryville | Contract Insurance Requirements (Exhibit B) REV 08/2020
5. ACCEPTABILITY OF INSURERS
Insurance is to be placed with insurers with a current A.M. Best’s rating no less than A-:VII, licensed to do business in California, and satisfactory to the City. Exception may be made for the State Compensation Insurance Fund when not specifically rated.
6. VERIFICATION OF COVERAGE
Contractor shall furnish City with original certificates of insurance and endorsements effecting coverage required by this Contract on forms satisfactory to the City. The certificates and endorsements for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its behalf, and shall be on forms supplied or approved by the City. All certificates and endorsements must be received and approved by the City before work commences. The City reserves the right to require complete, certified copies of all required insurance policies, at any time.
7. SUBCONTRACTORS
All subcontractors shall meet the requirements of this Section before commencing any work. Contractor shall furnish separate certificates and endorsements for each subcontractor. Subcontractor policies of General Liability insurance shall name the City, its officials, employees, agents and authorized volunteers as additional insureds using form ISO 20 38 04 13 or endorsements providing the exact same coverage. All coverages for subcontractors shall be subject to all of the requirements stated herein except as otherwise agreed to by the City in writing.
8. REPORTING OF CLAIMS
Contractor shall report to the City, in addition to Contractor’s insurer, any and all insurance claims submitted by Contractor in connection with the work performed under this Contract.
Attach:
Insurance Certificate and Endorsements
DocuSign Envelope ID: FEC03CAD-CCAC-4F98-846B-455E17A20034