HomeMy WebLinkAbout3/5/2018 - AGREEMENTS (26)CONSULTING SERVICES AGREEMENT
(O 'Bayley Comnnmications)
THIS AC^EMENT FOR CONSULTING SERVICES ("Agreement") is made and
entered into on 2018, by and between the City of Palm Springs, a California
charter city and municipal corporation ("City"), and O'Bayley Communications, a California
sole proprietorship, ("Consultant"). City and Consultant are individually referred to as "Party"
and are collectively referred to as the "Parties".
RECITALS
A. City and Consultant previously entered into a Letter Agreement whereby the
Consultant would provide certain public relations, media, and communication services
("Services") to City, dated March 5, 2018 (the "Agreement"), for an amount not-to-exceed
$24,000.
B. City and Consultant entered into Amendment No. 1 to the Agreement modifying
the scope and nature of the Services to be delivered under the Agreement based upon the Parties
mutual decision, prior to execution of the Agreement but not memorialized therein, that some
Services will be provided to City via the City Attorney's office, dated April 12, 2018. The
Amendment was retroactively effective to March 5, 2018.
C. City and Consultant agree to amend and supersede the Letter Agreement and
Amendment No. 1 with this Consulting Services Agreement and to incorporate by reference all
scope of services and schedule of fees into this Agreement.
In consideration of these promises and mutual agreements. City agrees as follows:
AGREEMENT
1. CONSULTANT SERVICES
1.1 Scope of Services. In compliance with all terms and conditions of this
Agreement, Consultant shall provide consulting services to City as described in the Scope of
Services/Work attached to this Agreement as Exhibit "A" and incorporated by reference (the
"services" or "work"). Exhibit "A" includes the agreed upon schedule of performance and the
schedule of fees. Consultant warrants that all services and work shall be performed in a
competent, professional, and satisfactory manner consistent with prevailing industry standards.
In the event of any inconsistency between the terms contained in the Scope of Services/Work
and the terms set forth in this Agreement, the terms set forth in this Agreement shall govern.
1.2 Compliance with Law. Consultant services rendered under this Agreement shall
comply with all applicable federal, state, and local laws, statutes and ordinances and all lawful
orders, rules, and regulations.
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1.3 Licenses and Permits. Consultant shall obtain at its sole cost and expense such
licenses, permits, and approvals as may be required by law for the performance of the services
required by this Agreement.
1.4 Familiarity with Work. By executing this Agreement, Consultant warrants that
it has carefully considered how the work should be performed and fully understands the
facilities, difficulties, and restrictions attending performance of the work under this Agreement.
2. TIME FOR COMPLETION
The time for completion of the services to be performed by Consultant is an essential
condition of this Agreement. Consultant shall prosecute regularly and diligently the work of this
Agreement according to the agreed upon schedule of performance set forth in Exhibit "A."
Consultant shall not be accountable for delays in the progress of its work caused by any
condition beyond its control and without the fault or negligence of Consultant. Delays shall not
entitle Consultant to any additional compensation regardless of the party responsible for the
delay.
3. COMPENSATION OF CONSULTANT
3.1 Compensation of Consultant. Consultant shall be compensated and reimbursed
for the services rendered under this Agreement in accordance with the schedule of fees set forth
in Exhibit "A". The total amount of Compensation shall not exceed $30,000.
3.2 Method of Payment. In any month in which Consultant wishes to receive
payment. Consultant shall submit to City an invoice for services rendered prior to the date of the
invoice, no later than the first working day of such month, in the form approved by City's
Finance Director. Payments shall be based on the hourly rates set forth in Exhibit "A" for
authorized services performed. City shall pay Consultant for all expenses stated in the invoice
that are approved by City and consistent with this Agreement, within thirty (30) days of receipt
of Consultant's invoice.
3.3 Changes. In the event any change or changes in the Scope of ServicesAVork is
requested by City, Parties shall execute a written amendment to this Agreement, specifying all
proposed amendments, including, but not limited to, any additional fees. An amendment may be
entered into:
A. To provide for revisions or modifications to documents, work product, or
work, when required by the enactment or revision of any subsequent law; or
B. To provide for additional services not included in this Agreement or not
customarily furnished in accordance with generally accepted practice in Consultant's profession.
3.4 Appropriations. This Agreement is subject to, and contingent upon, funds being
appropriated by the City Council of City for each fiscal year. If such appropriations are not
made, this Agreement shall automatically terminate without penalty to City.
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4. PERFORMANCE SCHEDULE
4.1 Time of Essence. Time is of the essence in the performance of this Agreement.
4.2 Schedule of Performance. All services rendered under this Agreement shall be
performed under the agreed upon schedule of performance set forth in Exhibit "A." Any time
period extension must be approved in writing by the Contract Officer.
4.3 Force Maieure. The time for performance of services to be rendered under this
Agreement may be extended because of any delays due to unforeseeable causes beyond the
control and without the fault or negligence of Consultant, if Consultant notifies the Contract
Officer within ten (10) days of the commencement of such condition. Unforeseeable causes
include, but are not limited to, acts of God or of a public enemy, acts of the government, fires,
earthquakes, floods, epidemic, quarantine restrictions, riots, strikes, freight embargoes, and
unusually severe weather. After Consultant notification, the Contract Officer shall investigate
the facts and the extent of any necessary delay, and extend the time for performing the services
for the period of the enforced delay when and if, in the Contract Officer's judgment, such delay
is justified. The Contract Officer's determination shall be final and conclusive upon the parties
to this Agreement.
4.4 Term. Unless earlier terminated in accordance with Section 4.5 of this
Agreement, this Agreement shall continue in full force and effect for a period of 9 months,
commencing on October 1, 2018, and ending on June 30, 2019, unless extended by mutual
written agreement of the parties.
4.5 Termination Prior to Expiration of Term. City may terminate this Agreement
at any time, with or without cause, upon thirty (30) days written notice to Consultant. Where
termination is due to the fault of Consultant and constitutes an immediate danger to health,
safety, and general welfare, the period of notice shall be such shorter time as may be determined
by the City. Upon receipt of the notice of termination. Consultant shall immediately cease all
services except such as may be specifically approved by the Contract Officer. Consultant shall
be entitled to compensation for all services rendered prior to receipt of the notice of termination
and for any services authorized by the Contract Officer after such notice. Consultant may
terminate this Agreement, with or without cause, upon thirty (30) days written notice to City.
5. COORDINATION OF WORK
5.1 Representative of Consultant. The following principal of Consultant is
designated as being the principal and representative of Consultant authorized to act and make all
decisions in its behalf with respect to the specified services and work: Tim O'Bayley (name).
Principal (title). It is expressly understood that the experience, knowledge, education, capability,
and reputation of the foregoing principal is a substantial inducement for City to enter into this
Agreement. Therefore, the foregoing principal shall be responsible during the term of this
Agreement for directing all activities of Consultant and devoting sufficient time to personally
supervise the services under this Agreement. The foregoing principal may not be changed by
Consultant without prior written approval of the Contract Officer.
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5.2 Contract Officer. The Contract Officer shall be the City Manager or his/her
designee ("Contract Officer"). Consultant shall be responsible for keeping the Contract Officer
fully informed of the progress of the performance of the services. Consultant shall refer any
decisions that must be made by City to the Contract Officer. Unless otherwise specified, any
approval of City shall mean the approval of the Contract Officer.
5.3 Prohibition Against Subcontracting or Assignment. The experience,
knowledge, education, capability, and reputation of Consultant, its principals and employees,
were a substantial inducement for City to enter into this Agreement. Therefore, Consultant shall
not contract with any other individual or entity to perform any services required under this
Agreement without the City's express written approval. In addition, neither this Agreement nor
any interest may be assigned or transferred, voluntarily or by operation of law, without the prior
written approval of City.
5.4 Independent Contractor. Neither City nor any of its employees shall have any
control over the manner, mode, or means by which Consultant, its agents or employees, perform
the services required, except as otherwise specified. Consultant shall perform all required
services as an independent Consultant of City and shall not be an employee of City and shall
remain at all times as to City a wholly independent Consultant with only such obligations as are
consistent with that role; however. City shall have the right to review Consultant's work product,
result, and advice. Consultant shall not at any time or in any manner represent that it or any of
its agents or employees are agents or employees of City.
5.5 Personnel. Consultant agrees to assign the following individuals to perform the
services in this Agreement. Consultant shall not alter the assignment of the following personnel
without the prior written approval of the Contract Officer. Acting through the City Manager, the
City shall have the unrestricted right to order the removal of any personnel assigned by
Consultant by providing written notice to Consultant.
Name: Title:
Tim O 'Bayley Principal
Bob Bogard Director of Public Relations
Lynne Stephenson Advertising Manager
Jeffrey Price Graphic Designer
6. INSURANCE
Consultant shall procure and maintain, at its sole cost and expense, policies of insurance
as set forth in the attached Exhibit "B", incorporated herein by reference.
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7. INDEMNIFICATION.
7.1 IndemniHcation. To the fullest extent permitted by law, Consultant shall
defend (at Consultant's sole cost and expense), indemnify, protect, and hold harmless City, its
elected officials, officers, employees, agents, and volunteers (collectively the "Indemnified
Parties"), from and against any and all liabilities, actions, suits, claims, demands, losses, costs,
judgments, arbitration awards, settlements, damages, demands, orders, penalties, and expenses
including legal costs and attorney fees (collectively "Claims"), including but not limited to
Claims arising from injuries to or death of persons (Consultant's employees included), for
damage to property, including property owned by City, from any violation of any federal, state,
or local law or ordinance, and from errors and omissions committed by Consultant, its officers,
employees, representatives, and agents, that arise out of or relate to Consultant's performance
under this Agreement. This indemnification clause excludes Claims arising from the sole
negligence or willful misconduct of the City, its elected officials, officers, employees, agents,
and volunteers. Under no circumstances shall the insurance requirements and limits set forth in
this Agreement be construed to limit Consultant's indemnification obligation or other liability
under this Agreement. Consultant's indemnification obligation shall survive the expiration or
earlier termination of this Agreement until all actions against the Indemnified Parties for such
matters indemnified are fully and finally barred by the applicable statute of limitations or, if an
action is timely filed, until such action is final. This provision is intended for the benefit of third
party Indemnified Parties not otherwise a party to this Agreement.
7.2 Design Professional Services Indemnification and Reimbursement. If the
Agreement is determined to be a "design professional services agreement" and Consultant is a
"design professional" under California Civil Code Section 2782.8, then:
A. To the fullest extent permitted by law. Consultant shall indemnify, defend
(at Consultant's sole cost and expense), protect and hold harmless City and its elected officials,
officers, employees, agents and volunteers and all other public agencies whose approval of the
project is required, (individually "Indemnified Party"; collectively "Indemnified Parties") against
any and all liabilities, claims, judgments, arbitration awards, settlements, costs, demands, orders
and penalties (collectively "Claims"), including but not limited to Claims arising from injuries or
death of persons (Consultant's employees included) and damage to property, which Claims arise
out of, pertain to, or are related to the negligence, recklessness or willful misconduct of
Consultant, its agents, employees, or subcontractors, or arise from Consultant's negligent,
reckless or willful performance of or failure to perform any term, provision, covenant or
condition of this Agreement ("Indemnified Claims"), but Consultant's liability for Indemnified
Claims shall be reduced to the extent such Claims arise from the negligence, recklessness or
willful misconduct of the City and its elected officials, officers, employees, agents and
volunteers.
B. The Consultant shall require all non-design-professional sub-contractors,
used or sub-contracted by Consultant to perform the Services or Work required under this
Agreement, to execute an Indemnification Agreement adopting the indemnity provisions in sub
section 7.1 in favor of the Indemnified Parties. In addition. Consultant shall require all non-
design-professional sub-contractors, used or sub-contracted by Consultant to perform the
Services or Work required under this Agreement, to obtain insurance that is consistent with the
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Insurance provisions as set forth in this Agreement, as well as any other insurance that may be
required by Contract Officer.
8. RECORDS AND REPORTS
8.1 Reports. Consultant shall periodically prepare and submit to the Contract Officer
reports concerning the performance of the services required by this Agreement, or as the
Contract Officer shall require.
8.2 Records. Consultant shall keep complete, accurate, and detailed accounts of all
time, costs, expenses, and expenditures pertaining in any way to this Agreement. Consultant
shall keep such books and records as shall be necessary to properly perform the services required
by this Agreement and enable the Contract Officer to evaluate the performance of such services.
The Contract Officer shall have full and free access to such books and records at all reasonable
times, including the right to inspect, copy, audit, and make records and transcripts from such
records.
8.3 Ownership of Documents.^ All drawings, specifications, reports, records,
documents, and other materials prepared by Consultant in the performance of this Agreement
shall be the property of City. Consultant shall deliver all above-referenced documents to City
upon request of the Contract Officer or upon the termination of this Agreement. Consultant shall
have no claim for further employment or additional compensation as a result of the exercise by
City of its full rights or ownership of the documents and materials. Consultant may retain copies
of such documents for Consultant's own use. Consultant shall have an unrestricted right to use
the concepts embodied in such documents.
8.4 Release of Documents. All drawings, specifications, reports, records,
documents, and other materials prepared by Consultant in the performance of services under this
Agreement shall not be released publicly without the prior written approval of the Contract
Officer.
8.5 Cost Records. Consultant shall maintain all books, documents, papers, employee
time sheets, accounting records, and other evidence pertaining to costs incurred while performing
under this Agreement. Consultant shall make such materials available at its offices at all
reasonable times during the term of this Agreement and for three (3) years from the date of final
payment for inspection by City and copies shall be promptly furnished to City upon request.
9. ENFORCEMENT OF AGREEMENT
9.1 California Law. This Agreement shall be construed and interpreted both as to
validity and to performance of the parties in accordance with the laws of the State of California.
Legal actions concerning any dispute, claim, or matter arising out of or in relation to this
Agreement shall be instituted in the Superior Court of the County of Riverside, State of
California, or any other appropriate court in such county, and Consultant covenants and agrees to
submit to the personal jurisdiction of such court in the event of such action.
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9.2 Interpretation. This Agreement shall be construed as a whole according to its
fair language and common meaning to achieve the objectives and purposes of the Parties. The
terms of this Agreement are contractual and the result of negotiation between the Parties.
Accordingly, any rule of construction of contracts (including, without limitation, California Civil
Code Section 1654) that ambiguities are to be construed against the drafting party, shall not be
employed in the interpretation of this Agreement. The caption headings of the various sections
and paragraphs of this Agreement are for convenience and identification purposes only and shall
not be deemed to limit, expand, or define the contents of the respective sections or paragraphs.
9.3 Waiver. No delay or omission in the exercise of any right or remedy of a non-
defaulting party on any default shall impair such right or remedy or be construed as a waiver.
No consent or approval of City shall be deemed to waive or render unnecessary City's consent to
or approval of any subsequent act of Consultant. Any waiver by either party of any default must
be in writing. No such waiver shall be a waiver of any other default concerning the same or any
other provision of this Agreement.
9.4 Rights and Remedies are Cumulative. Except with respect to rights and
remedies expressly declared to be exclusive in this Agreement, the rights and remedies of the
parties are cumulative. The exercise by either party of one or more of such rights or remedies
shall not preclude the exercise by it, at the same or different times, of any other rights or
remedies for the same default or any other default by the other party.
9.5 Legal Action. In addition to any other rights or remedies, either party may take
legal action, in law or in equity, to cure, correct, or remedy any default, to recover damages for
any default, to compel specific performance of this Agreement, to obtain injunctive relief, a
declaratory judgment, or any other remedy consistent with the purposes of this Agreement.
10. CITY OFFICERS AND EMPLOYEES: NON-DISCRIMINATION
10.1 Non-Liabilitv of Citv Officers and Emplovees. No officer or employee of City
shall be personally liable to the Consultant, or any successor-in-interest, in the event of any
default or breach by City or for any amount which may become due to the Consultant or its
successor, or for breach of any obligation of the terms of this Agreement.
10.2 Conflict of Interest. Consultant acknowledges that no officer or employee of the
City has or shall have any direct or indirect financial interest in this Agreement nor shall
Consultant enter into any agreement of any kind with any such officer or employee during the
term of this Agreement and for one year thereafter. Consultant warrants that Consultant has not
paid or given, and will not pay or give, any third party any money or other consideration in
exchange for obtaining this Agreement.
10.3 Covenant Against Discrimination. In connection with its performance under this
Agreement, Contractor shall not discriminate against any employee or applicant for employment
because of actual or perceived race, religion, color, sex, age, marital status, ancestry, national
origin {i.e., place of origin, immigration status, cultural or linguistic characteristics, or ethnicity),
sexual orientation, gender identity, gender expression, physical or mental disability, or medical
condition (each a "prohibited basis"). Contractor shall ensure that applicants are employed, and
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that employees are treated during their employment, without regard to any prohibited basis. As a
condition precedent to City's lawful capacity to enter this Agreement, and in executing this
Agreement, Contractor certifies that its actions and omissions hereunder shall not incorporate
any discrimination arising from or related to any prohibited basis in any Contractor activity,
including but not limited to the following: employment, upgrading, demotion or transfer;
recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of
compensation; and selection for training, including apprenticeship; and further, that Contractor is
in full compliance with the provisions of Palm Springs Municipal Code Section 7.09.040,
including without limitation the provision of benefits, relating to non-discrimination in city
contracting.
11. MISCELLANEOUS PROVISIONS
11.1 Notice. Any notice, demand, request, consent, approval, or communication that
either party desires, or is required to give to the other party or any other person shall be in
writing and either served personally or sent by pre-paid, first-class mail to the address set forth
below. Notice shall be deemed communicated seventy-two (72) hours from the time of mailing
if mailed as provided in this Section. Either party may change its address by notifying the other
party of the change of address in writing.
To City: City of Palm Springs
Attention: City Manager/ City Clerk
3200 E. Tahquitz Canyon Way
Palm Springs, California 92262
To Consultant: O 'Bayley Communications
Attention: Tim O'Bayley, Principal
1890 E. Desert Park Avenue
Palm Springs, CA 92262
11.2 Integrated Agreement. This Agreement contains all of the agreements of the
parties and supersedes all other written agreements.
11.3 Amendment. No amendments or other modifications of this Agreement shall be
binding unless through written agreement by all Parties.
11.4 Severabilitv. Whenever possible, each provision of this Agreement shall be
interpreted in such a manner as to be effective and valid under applicable law. In the event that
any one or more of the phrases, sentences, clauses, paragraphs, or sections contained in this
Agreement shall be declared invalid or unenforceable by valid judgment or decree of a court of
competent jurisdiction, such invalidity or unenforceability shall not affect any of the remaining
phrases, sentences, clauses, paragraphs, or sections of this Agreement, which shall be interpreted
to carry out the intent of the parties.
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11.5 Successors in Interest. This Agreement shall be binding upon and inure to the
benefit of the Parties' successors and assignees.
11.6 Third Party Beneficiary. Except as may be expressly provided for in this
Agreement, nothing contained in this Agreement is intended to confer, nor shall this Agreement
be construed as conferring, any rights, including, without limitation, any rights as a third-party
beneficiary or otherwise, upon any entity or person not a party to this Agreement.
11.7 Recitals. The above-referenced Recitals are hereby incorporated into the
Agreement as though fully set forth in this Agreement and each Party acknowledges and agrees
that such Party is bound, for purposes of this Agreement, by the same.
11.8 Authority. The persons executing this Agreement on behalf of the Parties
warrant that they are duly authorized to execute this Agreement on behalf of Parties and that by
so executing this Agreement the Parties are formally bound to the provisions of this Agreement.
SIGNATURES OF THE FOLLOWING PAGE
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720599.1
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the dates
stated below.
"CITY"
City of Palm Springs
Date:i>|n||g
David H. Ready, PhD
City Manager
APPROVED AS TO FORM:ATTEST
Edward Z. Kotkin,
City Attorney
APPROVED GV CtTY COUNCIL
Date:h. (Qt)ih
City Clerk
"CONSULTANT"
O'Bayley Communications
'BayTey, Principal
720599.1
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CAUPORNIA ALL-PURPOSE ACKNOWLEDOMENT CIVIL CODE § 1189
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720599.1
EXHIBIT "A"
CONSULTANT'S
SCOPE OF SERVICES/WORK
Including,
Schedule of Fees
And
Schedule of Performance
Consulting Services Letter Agreement, dated March 5, 2018, and
Amendment No 1 to Consulting Services Letter Agreement, dated
April 12, 2018, are incorporated by reference, and the updated proposal
of services covering the additional $30,000fees (materials to he
provided).
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720599.1
OB
COAAMI
PUBLIC RELATIONS • ADVERTISING • DESIGN
1890 E. Desert Park Avenue, Palm Springs CA 92262
760.778.3525 • F: 760.778.3529 • tim@obayley.net • obayley.net
September 1, 2018
David Ready
City of Palm Springs
Via e-mail
Dear Dr. Ready,
Per our conversation, here is our proposal for services. This proposal is intentionally broad
in scope to allow us flexibility to respond to the City's needs.
Our fees are based on a professional estimate of the time it will take for each phase of a
project and are billed at our hourly (non-profit) rate of $90. We are happy to provide
estimates as specific projects are initiated. This proposal covers a 9-month period (October
1, 2018 - June 30, 2019) and is not to exceed $30,000.
Please review our proposal and let us know your thoughts or if we can answer any
questions. We appreciate the opportunity to assist the City of Palm Springs.
Sincerely^
Tim O'Bayley
2012
COAAMI
PUBLIC RELATIONS • ADVERTISING • DESIGN
1890 E. Desert Park Avenue, Palm Springs CA 92262
760.778.3525 • F: 760.778.3529 • tim@obayley.net • obayley.net
PROPOSAL
Ongoing Communication Campaigns
Assist the City with graphic design for ongoing City Council initiatives and public
education outreach efforts for communications projects such as the "Get Involved"
campaign for Districting, recruitment for Board and Commissions, and the new City
Council ordinance that would prohibit the use of gas-powered leaf blowers,
beginning Jan. 1, 2019. This includes some copy writing, advertising campaign
placement, and assisting with the development of city-wide mailers. In addition,
duties include graphic design for community engagement forums, town halls and
City workshops along with providing graphics for public education initiatives on the
City's website, social media platforms such as Facebook, Twitter, NextDoor, and
other communication platforms as needed. Work with City to regularly review City's
website to ensure user-friendliness and that pertinent information is easily
accessible for residents and visitors.
The fees in this next period are not to exceed $30,000.
If this proposal is acceptable to you, please sign and return via a scanned copy in email or
fax to 760-778-3529. If you have questions or would like us to add or delete work
suggested here, please let us know.
Thanks again for giving us the opportunity to talk with you about your Public Relations
needs.
"Terms and Conditions
• This proposal does not include any ad placement, video production, printing, postage, or mailing-
house charges. All of those would generally be billed directly to you by the vendor involved.
• Media coverage (stories, interviews, etc.) is not something that we (or anyone) can guarantee. While
we strive for spectacular results, we will always aim to keep everyone's expectations at a level that
we think is realistic.
• Time spent on each project is tracked daily, and clients are billed monthly, at the end of each month.
Our detailed breakdown is a record of the work performed.
• We only bill for work performed. If we don't do something included on this proposal, or if it takes less
time than anticipated, you'll only ever get billed for what we actually do.
« Clients are requested to please oav invoices within 15 davs of receipt.
CONTRACT FOR PUBLIC RELATIONS WORK
This memo will serve as a contract between O'BAYLEY COMMUNICATIONS (hereafter
called PR Firm) and CITY OF PALM SPRINGS (hereafter called Client) at Palm Springs,
California for work PR Firm will complete as described in the Proposal dated September 1,
2018. This work will begin on a mutually agreeable date and continue for a period of 9
months. During this time period, PR Firm will undertake the activities outlined in the
Proposal.
All work will be performed in a professional manner. No guarantees are made regarding
earned media. It is our professional experience that we achieve earned media placements
for our clients, however we do not control editors, publishers or news assignment editors
and in no way can we promise that they will publish or broadcast information about Client.
Upon completion of this work, PR Firm will have performed all items described in the
Proposal, which specifies the Scope of Work. If Client requests PR Firm complete
additional activities not described in the Proposal, PR Firm will propose an addendum to
this contract and additional fees may apply.
In exchange for services described in the Proposal, Client will compensate PR Firm a fee
as specified in the Proposal. The PR Firm will invoice Client when activities covered in the
Proposal are performed, at the end of each month. Terms are net due within 15 days of
billing. Timesheets / work records will be maintained and provided to Client with invoices.
This fee covers all services, except third party services, unless specifically called for in the
Scope of Work. Third party services include printing, advertising, video editing,
photography, videography, or web-based press release distribution fees.
PR Firm will secure advance approval from Client for any expense outside the Scope of
Work. Media events and any other public relations initiatives will require approval from
Client before scheduling. Storylines and press releases will also be approved prior to
distribution.
This agreement may be cancelled in writing by either party with 30 days notice. Should
Client opt to cancel this agreement through no fault of PR Firm, Client agrees to
compensate PR Firm for the amount of the work performed but not yet billed and any
expenses to the point of termination.
In case collection proves necessary, Client agrees to pay all fees (legal or other) incurred
by that process.
Additionally, Client agrees to work with PR Firm to complete this project within the specified
timeframe by providing requested information and feedback in a timely manner to keep
within the project timeline. If delays on the part of Client's staff or representatives cause the
project to exceed the timeframe described in this contract, additional fees may apply.
CONTRACT FOR PUBLIC RELATIONS WORK - continued
PR Firm shall treat as confidential all information relating to this project. PR Firm shall not,
without prior consent of Client, use or disclose such information to persons not authorized
by Client to receive same.
PR Firm and its designees, and their respective directors, officers, partners, employees,
attorneys and agents, shall be indemnified, reimbursed, held harmless and defended from
and against any and all claims, demands, causes of action, liabilities, losses and expenses
(including, without limitation, the disbursements, expenses and fees of their respective
attorneys) that may be imposed upon, incurred by, or asserted against any of them, or any
of their respective directors, officers, partners, employees, attorneys or agents, arising out
of or related directly or indirectly to this Agreement. This paragraph, insofar as it applies to
work undertaken while this agreement is in effect, shall survive the termination of this
agreement.
Invoices for work performed as described herein over the 9-month period shall not exceed
$30,000.
If you accept the terms described herein, please signify your agreement by signing your
name below and returning this agreement to:
Tim O'Bayley, Principal
O'Bayley Communications
1890 E. Desert Park Avenue, Palm Springs, CA 92262
760-778-3525 tim@obayley.net
For City of Palm Springs
David Ready, City Manager
Signature:
Date:
EXHIBIT "B"
INSURANCE PROVISIONS
Including
Verification of Coverage,
Sufficiency of Insurers,
Errors and Omissions Coverage,
Minimum Scope of Insurance,
Deductibles and Self-Insured Retentions, and
Severability of Interests (Separation of Insureds)
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720599.1
INSURANCE
1. Procurement and Maintenance of Insurance. Consultant shall procure and
maintain public liability and property damage insurance against all claims for injuries against
persons or damages to property resulting from Consultant's performance under this Agreement.
Consultant shall procure and maintain all insurance at its sole cost and expense, in a form and
content satisfactory to the City, and submit concurrently with its execution of this Agreement.
Consultant shall also carry workers' compensation insurance in accordance with California
workers' compensation laws. Such insurance shall be kept in full force and effect during the
term of this Agreement, including any extensions. Such insurance shall not be cancelable
without thirty (30) days advance written notice to City of any proposed cancellation. Certificates
of insurance evidencing the foregoing and designating the City, its elected officials, officers,
employees, agents, and volunteers as additional named insureds by original endorsement shall be
delivered to and approved by City prior to commencement of services. The procuring of such
insurance and the delivery of policies, certificates, and endorsements evidencing the same shall
not be construed as a limitation of Consultant's obligation to indemnify City, its elected officials,
officers, agents, employees, and volunteers.
2. Minimum Scope of Insurance. The minimum amount of insurance required
under this Agreement shall be as follows:
1. Comprehensive general liability and personal injury with limits of at least
one million dollars ($1,000,000.00) combined single limit coverage per occurrence and two
million dollars ($2,000,000) general aggregate;
2. Automobile liability insurance with limits of at least one million dollars
($1,000,000.00) per occurrence;
3. Professional liability (errors and omissions) insurance with limits of at
least one million dollars ($1,000,000.00) per occurrence and two million dollars ($2,000,000)
annual aggregate is:
required
X is not required;
4. Workers' Compensation insurance in the statutory amount as required by
the State of California and Employer's Liability Insurance with limits of at least one million
dollars $1 million per occurrence. If Consultant has no employees. Consultant shall complete the
City's Request for Waiver of Workers' Compensation Insurance Requirement form.
3. Primary Insurance. For any claims related to this Agreement, Consultant's
insurance coverage shall be primary with respect to the City and its respective elected officials,
officers, employees, agents, and volunteers. Any insurance or self-insurance maintained by City
and its respective elected officials, officers, employees, agents, and volunteers shall be in excess
of Consultant's insurance and shall not contribute with it. For Workers' Compensation and
Employer's Liability Insurance only, the insurer shall waive all rights of subrogation and
14 Revised: 1/31/18
720599.1
contribution it may have against City, its elected officials, officers, employees, agents, and
volunteers.
4. Errors and Omissions Coverage. If Errors & Omissions Insurance is required,
and if Consultant provides claims made professional liability insurance. Consultant shall also
agree in writing either (1) to purchase tail insurance in the amount required by this Agreement to
cover claims made within three years of the completion of Consultant's services under this
Agreement, or (2) to maintain professional liability insurance coverage with the same carrier in
the amount required by this Agreement for at least three years after completion of Consultant's
services under this Agreement. Consultant shall also be required to provide evidence to City of
the purchase of the required tail insurance or continuation of the professional liability policy.
5. Sufficiency of Insurers. Insurance required in this Agreement shall be provided
by authorized insurers in good standing with the State of Califomia. Coverage shall be provided
by insurers admitted in the State of California with an A.M. Best's Key Rating of B++, Class
VII, or better, unless otherwise acceptable to the City.
6. Verification of Coverage. Consultant shall furnish City with both certificates of
insurance and endorsements, including additional insured endorsements, effecting all of the
coverages required by this Agreement. The certificates and endorsements are to be signed by a
person authorized by that insurer to bind coverage on its behalf. All proof of insurance is to be
received and approved by the City before work commences. City reserves the right to require
Consultant's insurers to provide complete, certified copies of all required insurance policies at
any time. Additional insured endorsements are not required for Errors and Omissions and
Workers' Compensation policies.
Verification of Insurance coverage may be provided by: (I) an approved General and/or
Auto Liability Endorsement Form for the City of Palm Springs or (2) an acceptable Certificate of
Liability Insurance Coverage with an approved Additional Insured Endorsement with the
following endorsements stated on the certificate:
1. "The City of Palm Springs, its officials, employees, and agents are named as an
additional insured... " ("as respects City of Palm Springs Contract No. " or "for any and all
work performed with the City" may be included in this statement/
2. "This insurance is primary and non-contributory over any insurance or self-
insurance the City may have..." {(^as respects City of Palm Springs Contract No. " or "for any
and all work performed with the City" may be included in this statement).
3. "Should any of the above described policies be canceled before the expiration
date thereof the issuing company will mail 30 days written notice to the Certificate Holder
named." Language such as, "endeavor to" mail and "but failure to mail such notice shall impose
no obligation or liability of any kind upon the company, its agents or representative" is not
acceptable and must be crossed out.
15 Revised: 1/31/18
720599.1
4. Both the Workers' Compensation and Employers' Liability policies shall contain
the insurer's waiver of subrogation in favor of City, its elected officials, officers, employees,
agents, and volunteers.
In addition to the endorsements listed above, the City of Palm Springs shall be named the
certificate holder on the policies.
All certificates of insurance and endorsements are to be received and approved by the City
before work commences. All certificates of insurance must be authorized by a person with
authority to bind coverage, whether that is the authorized agent/broker or insurance underwriter.
Failure to obtain the required documents prior to the commencement of work shall not waive the
Consultant's obligation to provide them.
7. Deductibles and Self-Insured Retentions. Any deductibles or self-insured
retentions must be declared to and approved by the City prior to commencing any work or
services under this Agreement. At the option of the City, either (1) the insurer shall reduce or
eliminate such deductibles or self-insured retentions with respect to the City, its elected officials,
officers, employees, agents, and volunteers; or (2) Consultant shall procure a bond guaranteeing
payment of losses and related investigations, claim administration, and defense expenses.
Certificates of Insurance must include evidence of the amount of any deductible or self-insured
retention under the policy. Consultant guarantees payment of all deductibles and self-insured
retentions.
8. Severabiiity of Interests (Separation of InsuredsV This insurance applies
separately to each insured against whom claim is made or suit is brought except with respect to
the limits of the insurer's liability.
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720599.1