SERVICES AGREEMENT
THS SAUCE CREATIVE SERVICES CORP
Explore Riverside/Riverside Activity Guide
THIS SERVICES AGREEMENT is made and entered into on this day of → 2023 ("Effective Date"), by and between the CITY OF RIVERSIDE, a California charter city and municipal corporation ("City"), and THE SAUCE CREATIVE SERVICES CORP, a California corporation ("Contractor").
1. Scope of Services. Contractor shall furnish all labor, materials and equipment for nd perform the work of Explore Riverside/Riverside Activity Guide ("Services"). Contracto hall perform the Services in accordance with the provisions and requirements of the Scope o Services attached hereto as Exhibit "A" and incorporated herein by reference.
2. Term. This Agreement shall be in effect for three (3) years from the Effective Date, unless otherwise terminated pursuant to the provisions herein. Upon mutual consent of the parties, this Agreement may be extended for two (2) additional one (1) year terms, subject to the same terms and conditions of this Agreement.
3. Compensation. City shall pay Contractor for the performance of the Services during the initial term of this Agreement a Contract Price not to exceed Six Hundred Seventy-Four Thousand Five Hundred Eighty-Five Dollars and Sixty Cents ($674,585.60), unless an increase is agreed to by the parties. City shall pay Contractor for Services performed to City's satisfaction on a monthly basis in accordance with the provisions of the Compensation Schedule attached hereto as Exhibit "B" and incorporated herein by this reference. If the term of the Agreement is extended, Contractor's compensation for the extended term shall be mutually agreed upon in writing by the parties.
General Compliance with Laws. Contractor shall keep fully informed of federal, state and local laws and ordinances and regulations which in any manner affect those employed by Contractor, or in any way affect the performance of Services by Contractor pursuant to this Agreement. Contractor shall at all times observe and comply with all such laws, ordinances and regulations, and shall be solely responsible for any failure to comply with all applicable laws, ordinances and regulations.
Business Tax Certificate. As a condition of this Agreement, Contractor shall secure a business tax certificate to operate in the City of Riverside pursuant to Chapter 5.04 of the Riverside Municipal Code and shall also secure any other licenses or permits which may be required.
6. Business Tax and Penalties. Contractor acknowledges and agrees that with respect to any business tax or penalties thereon, utility charges, invoiced fee or other debt which is owed, or which becomes owed, by Contractor to City, City reserves the right to withhold and offset said amounts from any payments, refunds or reimbursements owed by City to Contractor under the Agreement. Notice of such withholding and offset shall promptly be given to Contractor by City in writing. In the event of a dispute as to the amount owed or whether such amount is owed to City, City will hold such disputed amount until either the appropriate appeal process has been completed or until the dispute has been resolved.
7. Personnel. Contractor shall furnish all personnel necessary to perform the Services and shall be responsible for their performance and compensation. The key personnel are listed in Exhibit "C," attached hereto and incorporated herein by reference. Contractor shall furnish qualified personnel to perform the Services.
8. Assignment and Subcontracting. Neither party shall assign any right, interest, or obligation in or under this Agreement to any other entity without prior written consent of the other party. In any event, no assignment shall be made unless the assignee expressly assumes the obligations of assignor under this Agreement, in a writing satisfactory to the parties. Contractor acknowledges that any assignment may, at the City's sole discretion, require City Manager and/or City Council approval. Contractor shall not subcontract any portion of the work required by this Agreement without prior written approval by the responsible City Contract Administrator.
Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement, including without limitation, the insurance obligations set forth in Section 11. The Contractor acknowledges and agrees that the City is an intended beneficiary of any work performed by any subcontractor for purposes of establishing a duty of care between any subcontractor and the City.
Independent Contractor. In the performance of this Agreement, Contractor, and Contractor's employees, subcontractors and agents, shall act in an independent capacity as independent contractors, and not as officers or employees of the City of Riverside. Contractor acknowledges and agrees that the City has no obligation to pay or withhold state or federal taxes or to provide workers' compensation or unemployment insurance to Contractor, or to Contractor's employees, subcontractors and agents. Contractor, as an independent contractor, shall be responsible for any and all taxes that apply to Contractor as an employer.
10. Indemnification. Contractor shall indemnify and hold harmless the City, and the City's employees, officers, managers, agents and council members from any liability, claim, damage or action whatsoever, arising out of the sole negligence or willful misconduct of Contractor, its officers, employees, subcontractors, agents or including, but not limited to, property damage, bodily injury, or death. Contractor shall defend, at its sole cost and expense, including but not limited to attorney fees, cost of investigation, defense and settlement or awards, the City and the City's employees, officers, managers, agents and council members in any such action or claim. With respect to any action or claim subject to indemnification herein by Contractor, Contractor shall, at its sole cost, have the right to use counsel of its own choice and shall have the right to adjust, settle, or compromise any such action or claim without the prior consent of City; provided, however, that any such adjustment, settlement or compromise in no manner whatsoever limits or circumscribes Contractor's indemnification of City. Contractor's obligations hereunder shall be satisfied when Contractor has provided to City the appropriate form of dismissal (or similar document) relieving the City from any liability for the action or claim involved. The specified insurance limits required 2 in this Agreement shall in no way limit or circumscribe Contractor's obligations to indemnify and hold harmless the City.
ll. Insurance.
11.1 General Provisions. Prior to the City's execution of this Agreement, Contractor shall provide satisfactory evidence of, and shall thereafter maintain during the term of this Agreement, such insurance policies and coverages in the types, limits, forms and ratings required herein. The rating and required insurance policies and coverages may be modified in writing by the City's Risk Manager or City Attorney, or a designee, unless such modification is prohibited by law.
11.1.1 Limitations. These minimum amounts of coverage shall not constitute any limitation or cap on Contractor's indemnification obligations under Section 10 hereof.
11.1.2 Ratings. Any insurance policy or coverage provided by Contractor or subcontractors as required by this Agreement shall be deemed inadequate and a material breach of this Agreement, unless such policy or coverage is issued by insurance companies authorized to transact insurance business in the State of California with a policy holder's rating of A or higher and a Financial Class of VII or higher.
11.1.3 Cancellation. The policies shall not be canceled unless thirty (30) days prior written notification of intended cancellation has been given to City by certified or registered mail, postage prepaid.
11.1.4 Adequacy. The City, its officers, employees and agents make no representation that the types or limits of insurance specified to be carried by Contractor pursuant to this Agreement are adequate to protect Contractor. If Contractor believes that any required insurance coverage is inadequate, Contractor will obtain such additional insurance coverage as Contractor deems adequate, at Contractor's sole expense.
11.2 Workers' Compensation Insurance. By executing this Agreement, Contractor certifies that Contractor is aware of and will comply with Section 3700 of the Labor Code of the State of California requiring every employer to be insured against liability for workers' compensation, or to undertake self-insurance before commencing any of the work. Contractor shall carry the insurance or provide for self-insurance required by California law to protect said Contractor from claims under the Workers' Compensation Act. Prior to City's execution of this Agreement, Contractor shall file with City either 1) a certificate of insurance showing that such insurance is in effect, or that Contractor is self-insured for such coverage, or 2) a certified statement that Contractor has no employees, and acknowledging that if Contractor does employ any person, the necessary certificate of insurance will immediately be filed with City. Any certificate filed with City shall provide that City will be given ten (10) days' prior written notice before modification or cancellation
11.3 Commercial General Liability and Automobile Insurance. Prior to City's execution of this Agreement, Contractor shall obtain, and shall thereafter maintain during the term of this Agreement, commercial general liability insurance and automobile liability insurance as required to insure Contractor against damages for personal injury, including accidental death, as well 3 as from claims for property damage, which may arise from or which may concern operations by anyone directly or indirectly employed by, connected with, or acting for or on behalf of Contractor.
The City, and its officers, employees and agents, shall be named as additional insureds under the Contractor's insurance policies.
11.3.1 Contractor's commercial general liability insurance policy shall cover both bodily injury (including death) and property damage (including, but not limited to, premises operations liability, products-completed operations liability, independent contractor's liability, personal injury liability, and contractual liability in an amount not less than $1,000,000 per occurrence and a general aggregate limit in the amount of not less than $2,000,000.
11.3.2 Contractor's automobile liability policy shall cover both bodily injury and property damage in an amount not less than $1,000,000 per occurrence and an aggregate limit of not less than $1,000,000. All of Contractor's automobile and/or commercial general liability insurance policies shall cover all vehicles used in connection with Contractor's performance of this Agreement, which vehicles shall include, but are not limited to, Contractor owned vehicles, Contractor leased vehicles, Contractor's employee vehicles, non-Contractor owned vehicles and hired vehicles.
11.3.3 Prior to City's execution of this Agreement, copies of insurance policies or original certificates along with additional insured endorsements acceptable to the City evidencing the coverage required by this Agreement, for both commercial general and automobile liability insurance, shall be filed with City and shall include the City and its officers, employees and agents, as additional insureds. Said policies shall be in the usual form of commercial general and automobile liability insurance policies, but shall include the following provisions:
It is agreed that the City of Riverside, and its officers, employees and agents, are added as additional insureds under this policy, solely for work done by and on behalf of the named insured for the City of Riverside.
11.3.4 The insurance policy or policies shall also comply with the following provisions:
a. If the policy is written on a claims made basis, the certificate should so specify and the policy must continue in force for one year after completion of the services.
The retroactive date of coverage must also be listed.
b. The policy shall specify that the insurance provided by Contractor will be considered primary and not contributory to any other insurance available to the City and Endorsement No. CG 20010413 shall be provided to the City.
12. Termination. City shall have the right to terminate any or all of Contractor's Services and work covered by this Agreement at any time upon thirty (30) calendar days' written notice to Contractor. In the event of such termination, Contractor shall submit Contractor's final written statement of the amount of services provided as of the date of such termination for payment by the City.
4 Notwithstanding the foregoing, the City may terminate Contractor's performance of this Agreement upon five (5) calendar days' written notice if:
(1) Contractor fails to promptly begin performance of the Services; (2) Contractor fails to perform the Services;
(3) Contractor discontinues performance of the Services; (4) Contractor fails to make payment to employees in accordance with applicable law;
5) Contractor disregards laws, ordinances, or rules, regulations, or orders of a public authority having jurisdiction;
(6) Contractor otherwise is guilty of breach of a provision of this Agreement; (7) Contractor becomes insolvent, is adjudicated bankrupt, or makes a general assignment for the benefit of creditors and fails to provide City with adequate assurances of Contractor's ability to satisfy its contractual obligations.
(8) A receiver, trustee, or other judicial officer shall not have any right, title, or interest in or to this Agreement. Upon that person's appointment, City has, at its option and sole discretion, the right to immediately cancel the Agreement and declare it null and void.
Non-Discrimination. During Consultant's performance of this Agreement, Consultant shall not discriminate on the grounds of race, religious creed, color, national origin, ancestry, age, physical disability, mental disability, medical condition, including the medical condition of Acquired Immune Deficiency Syndrome (AIDS) or any condition related thereto, marital status, sex, genetic information, gender, gender identity, gender expression, or sexual orientation, military and veteran status, in the selection and retention of employees and subcontractors and the procurement of materials and equipment, except as provided in Section 12940 of the California Government Code. Further, Consultant agrees to conform to the requirements of the Americans with Disabilities Act in the performance of this Agreement.
14. City's Right to Employ Other Consultants/Contractors. City reserves the right to employ other Contractors in connection with the Services. If the City is required to employ another contractor to complete Contractor's work, due to the failure of the Contractor to perform, or due to the breach of any of the provisions of this Agreement, the City reserves the right to seek reimbursement from Contractor.
15. Conflict of Interest. Contractor, for itself and on behalf of the individuals listed in Exhibit "C," represents and warrants that by the execution of this Agreement, they have no interest, present or contemplated, affected by the above-described Services. Contractor further 5 warrants that neither Contractor, nor the individuals listed in Exhibit "C" have any real property, business interests or income interests that will be affected by this project or, alternatively, that Contractor will file with the City an affidavit disclosing any such interest.
16. Solicitation. Contractor warrants that Contractor has not employed or retained any person or agency to solicit or secure this Agreement, nor has it entered into any agreement or understanding for a commission, percentage, brokerage, or contingent fee to be paid to secure this Agreement. For breach of this warranty, City shall have the right to terminate this Agreement without liability and pay Contractor only for the value of work Contractor has actually performed, or, in its sole discretion, to deduct from the Agreement price or otherwise recover from Contractor the full amount of such commission, percentage, brokerage or commission fee. The remedies specified in this section shall be in addition to and not in lieu of those remedies otherwise specified in this Agreement.
17. Prevailing Wage. If applicable, pursuant to Section 1771 of the California Labor Code, Contractors are required to pay the general prevailing rates of per diem wages, overtime and holiday wages as determined by the Director of the Department of Industrial Relations and implemented by Resolution No. 13346 of the City Council of the City of Riverside. The Director's determination prevailing wage rates available on-line at www.dir.ca.gov/dlsr/DPreWageDetermination.htm, and is referred to and made a part hereof as though fully set forth herein. California Labor Code Sections 1725.5 and 1771.1 requiring all general contractors and subcontractors to be registered with DIR. Registration can be accomplished through the DIR website by using this link: http://www.dir.ca.gov/Public- Works/PublicWorks.html.
18. Notices. Service of any notices, bills, invoices or other documents required or permitted under this Agreement shall be sufficient if sent by one party to the other by United States mail, postage prepaid and addressed as follows:
To City To Contractor
Parks, Recreation, and Community The Sauce Creative Services Corp Services District Attn: Sergio Balandran
City of Riverside 2100 California Avenue, Unit C
Attn: Gabriella Garcia Monrovia, CA 91016
3900 Main Street Riverside, CA
Riverside, CA 92522
Venue. Any action at law or in equity brought by either of the parties hereto for the purpose of enforcing a right or rights provided for by this Agreement shall be tried in the Superior Court of California, County of Riverside, and the parties hereby waive all provisions of law providing for a change of venue in such proceedings to any other county.
20. Waiver. No action or failure to act by the City shall constitute a waiver of any right or duty afforded City under this Agreement, nor shall any action or failure to act constitute an approval of or acquiescence in any breach thereunder, except as may be specifically provided in this Agreement or as may be agreed in writing.
6 Severability. Each provision, term, condition, covenant and/or restriction, in whole and in part, in this Agreement shall be considered severable. In the event any provision, term, condition, covenant and/or restriction, in whole and/or in part, in this Agreement is declared invalid, unconstitutional, or void for any reason, such provision or part thereof shall be severed from this Agreement and shall not affect any other provision, term, condition, covenant and/or restriction of this Agreement and the remainder of the Agreement shall continue in full force and
22. Amendments. This Agreement may be modified or amended only by a written agreement and/or change order executed by the Contractor and City.
23. Authority. The individuals executing this Agreement and the instruments referenced herein on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions hereof and thereof.
Entire Agreement. This Agreement constitutes the final, complete, and exclusive statement of the terms of the agreement between the parties pertaining to the subject matter of this Agreement, and supersedes all prior and contemporaneous understandings or agreements of the parties. Neither party has been induced to enter into this Agreement by, and neither party is relying on, any representation or warranty outside those expressly set forth in this Agreement.
ISIGNATURES ON FOLLOWING PAGE.]
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed the day and year first above written.
CITY OF RIVERSIDE, a California THE SAUCE CREATIVE SERVICES charter city and municipal corporation CORP, a California corporation By: By: _
City Manager Print Name: sergio Balandran
Title:_ CEO
(Signature of Board Chair, President, or
Vice President)
Attest:
City Clerk
and
Certified as to Availability of Funds And Can
By: Musth Title: dectretar
(Signature of Secretary, Assistant Secretary,
dor Chief Financial Officer CFO, Treasurer, or Assistant Treasurer) Approved as to Form:
Susan Who
By: _
Assistant City Attorney
IRc-citylaw\cycom\WPDOCS\D006\P035\00701933.DOCX
23-0098 SDW 4/06/23
8 EXHIBIT "A"
SCOPE OF SERVICES
RFP No. 2244
EXHIBIT A
Scope of Services
The City is seeking the services of an experienced and qualified firm with the capabilities to design, and/or print and distribute the City's tri-annual Explore Riverside/ Riverside Activity Guide to all Riverside residences. Additionally, the firm must create and host an online flipbook version of the City's Riverside Activity Guide portion, as well as maintain the Riverside Activity Guide's Schedule as stated in section 6 below.
1. DESIGN
A. Explore Riverside portion (City Manager's Office pages) • Cover wrap and 16 pages of full color, print ready files will be supplied by City staff (designed in-house). Files will be submitted to firm to integrate with Riverside Activity Guide portion.
B. Riverside Activity Guide portion (PRCSD pages)
Cover
Initial development of up to three (3) full color cover designs for each season. Cover design and theme will likely be carried through to the interior pages as well.
Special Design Pages (total 20-30 pages)
Development and design of special pages that reflect front cover theme including, but not limited to:
o Table of Contents
o Facility Map
o American Rescue Plan Act
o Special Events
o Adult/Youth Sports
o 55 and Better
o Riverside School of the Arts (RAP/RAA)
o Camps
o Aquatics
• Volunteer recruitment
• Parks Planning Projects
o Partner with us
• Youth
• Contract Classes
Contract Classes Pages (total 10-15 pages)
• Text for approximately 10-15 inside pages will be created via a CSV file created out of the City's registration management software ActiveNet, which will be provided to firm. This data will then be imported into a template developed via Em Software, developer of InData plug-in (for Adobe InDesign). Template and software will be supplied to firm for complete Riverside Activity Guide portion design. Minimal design is required for these pages.
Back Cover
RFP No. 2244
• Development of the back cover design of the Explore Riverside portion (City Manager's Office does not design this page) that reflects theme of front cover and has mailing indicia.
2. EDITS, FILE PREPARATION, AND PROOFS
• Develop, design, and format 64 inside pages (Spring and Fall) and 72 inside pages (Summer) for Riverside Activity Guide portion. This includes the design of the back of cover wrap, the front cover of Riverside Activity Guide portion, and all of the interior pages. All pages must be in full color.
• Text for approximately 10-15 inside pages will be created via a CSV file created out of the City's registration management software ActiveNet, which will be provided to firm. This data will then be imported into a template developed via Em Software, developer of InData plug-in (for Adobe InDesign). Template and software will be supplied to firm for complete Riverside Activity Guide portion design. Minimal design is required for these pages.
• Some text will be supplied in digital MS Word format document. • Some Riverside Activity Guide pages may include pre-designed artwork (youth sports, camps, special events, etc.) and will be supplied by City. • Full color electronic proofs to be provided for initial cover design review. One full set of final color proofs to be provided for final review and approval. Includes three to five rounds of City edits and modifications via online proofing system. • Upon final approval, firm shall prepare files to prepress specifications as required for printing of Explore Riverside/ Riverside Activity Guide. • Prepare low resolution digital composite PDF version of guide for use on the internet. • City will supply photos; however firm may need to research and purchase photos for City.
• Provide the City with packaged files of all generated flyers from the Riverside Activity Guide.
3. PRINTING
Finished Size - (must quote on both proposals below):
Proposal 1 - Outside Cover Wrap 7.375" x 10.875" (Trim 1" short of face), inside 8.375" x 10.875".
Proposal 2 - Outside Cover Wrap and inside 8.375" x 10.875".
Pagination and Paper -
• Cover wrap 16 pages, 4/4, 60 1b. CFS#3
• Inside 64 pages (Spring and Fall, Inside 72 pages (Summer), 4/4, 38 Ib. CGW#5
• Ink - Vegetable or soy based ink
• Pre-press - Digital fully formatted PDF files
• Binding - Fold, stitch and trim (Saddle stitch on 10.875" edge) • Packaging - Carton and Pallet Convenient
• Delivery - FOB Destination to City of Riverside, CA
• Quantity - 113,000
RFP No. 2244
4. MAIL PREPARATION
Quantity: 113,000 for Summer, Fall and Spring
• Preparation for simplified mailing - bundle finished publication to postal requirements, purchase facing slips, and affixing facing slips to bundles. • 113,000 copies to be delivered to USPS mail house and mailed to zip codes 92501- 92508 with overage delivered directly to the PRCSD (6927 Magnolia Ave., Second floor, Riverside, 92506).
5. FLIPBOOK
• Host an electronic Flipbook version of the Riverside Activity Guide portion only on Its own servers or those belonging to a contracted third-party for 2 years after being published. The City shall not host the electronic brochure on its servers. • Create hyperlinks for electronic Flipbook version of Riverside Activity Guide portion only (400 - 700 links depending on edition).
• City will provide CSV file with hyperlinks.
Perform coding functions to create hyperlinks in originating graphics file so that the hyperlinks appear and function in final composite PDF version of Riverside Activity Guide from which an electronic Flipbook version will be created.
Includes:
• Hyperlink cover to PRCSD website
• Hyperlink any cover photos to appropriate pages in the brochure, etc. • Hyperlink table of contents - hyperlink sections and page numbers Hyperlinking of all codes and email addresses, website addresses, etc.
Page flipping animation
Navigation functions
Text search
Hyperlink functionality
Zoom levels
Sharp vector text
• Thumbnail viewing
• Slide show viewing
• Bookmarking and notes
• Print and download functionality as a PDF
6. EXPLORE RIVERSIDE/ RIVERSIDE ACTIVITY GUIDE SCHEDULE • Explore Riverside/ Riverside Activity Guide - Spring Edition:
a) Sep. - Nov working on changes provide by PRCSD Draft 1 - 4. b) Nov - Week of Thanksgiving Draft 5 complete for final review c) Dec- First week of December, guide is sent out to print/Delivery i. Flipbook is provided with links from firm
ii. Packaged files of all graphics provided by firm
• Explore Riverside/ Riverside Activity Guide - Summer Edition:
a) Jan-March working on changes provide by PRCSD Drafts 1-4 b) March - Last week of March - Draft 5 complete for final review RFP No. 2244
c) April - First week of April, guide is sent out to print/Delivery i. Flipbook is provided with links from firm
ii. Packaged files of all graphics provided by firm
• Explore Riverside/ Riverside Activity Guide - Fall/Winter Edition:
a) May- June working on changes provide by PRCSD Draft 1-4 b) July- Second week of July Draft 5 complete for final review c) Aug- First week of August, guide is sent out to print/Delivery i. Flipbook is provided with links from firm
ii. Packaged files of all graphics provided by firm
EXHIBIT "B"
COMPENSATION
RFP 2244 - Design and/or Print and Distribution of the Explore Riverside/ Riverside Activity Guide
Item Num Description VOM aty NO CUT PRICING. NO CUT PRICING- NO CUT PRICING- Proposal 2 - NO CUT
SUMMER EDITION
1 DESIGN - LS 1 $7,920.00 $7,920.00 $7,920.00
2 MAIL PREP - LS 1 $800.00 $800.00 $800.00
3 FLIPBOOK - LS 1 $800.00 $800.00 $800.00
4 PRINTING - LS 1 $67,823.00 $74,605.30 $74,605.30
$77,343.00 $84,125.30 $84,125.30
FALL EDITION
1 DESIGN - 1 $7,040.00 $7,040.00 $7,040.00
2 MAIL PREP - LS 1 $800.00 $800.00 $800.00
3 FLIPBOOK - LS 1 $800.00 $800.00 $800.00
4 PRINTING - LS 1 $58,930.00 $64,823.00 $64,823.00
$67,570.00 $73,463.00 $73,463.00
WINTER/ SPRING EDITION
1 DESIGN - LS 1 $7,040.00 $7,040.00 $7,040.00
2 MAIL PREP - LS 1 $800.00 $800.00 $800.00
3 FLIPBOOK - LS 1 $800.00 $800.00 $800.00
4 PRINTING - LS 1 $58,930.00 $64,823.00 $64,823.00
$67,570.00 $73,463.00 $73,463.00
Proposal 2 (no cut)- Year 1 212,483.00
Proposal 2 (no cut)- Year 2 $ 231,051.30
Proposal 2 (no cut)- Year 3 $ 231,051.30
$ 674,585.60
EXHIBIT "C"
KEY PERSONNEL
Sergio Balandran
Chief Executive Officer
(626) 217-4662
[email protected]