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HomeMy WebLinkAboutR-1991-D5924 Trolleys / Streetcar• • RESOLUTION No.1) 5 9 2 4 A RESOLUTION authorizing the execution of an agreement with CM3 Associates for marketing and public relations services for the Streetcar Service Demonstration Project. WHEREAS, the City needs marketing and public relations services for the Streetcar Service Demonstration Project conducted by the City Transit Division in order to encourage public use of said streetcar system; and WHEREAS, CM3 Associates is willing and qualified to provide said marketing and public relations services to the City; and WHEREAS, the City Council deems it to be in the best interest of the City of Yakima to enter into the attached agreement for marketing and public relations services, now, therefore, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF YAKIMA: The City Manager and the City Clerk are hereby authorized and directed to execute the attached and incorporated contract entitled "Marketing the Streetcar Service Demonstration Pro- ject Agreement" with CM3 Associates of Olympia, Washington. ADOPTED BY THE CITY COUNCIL this 1991. ATTEST: 28th day of May City Clerk (res/strtcr.rp) Mayor MARKETING THE STREETCAR SERVICE DEMONSTRATION PROJECT AGREEMENT BID NO. 91-11 THIS AGREEMENT is entered into this < day of /24 1991, by and between the CITY OF YAKIMA TRANSIT DIVISION, erein- after denominated the "CITY," whose address is 2301 Fruitvale Boulevard, Yakima, Washington, 98902, and CM3 ASSOCIATES, herein- after denominated the "CONTRACTOR," whose address is 1325 West Bay Drive N.W., Olympia, Washington, 98502. WHEREAS, the CITY needs marketing and public relations services for the Streetcar Service Demonstration Project conducted by the City Transit Division in order to encourage public use of said Streetcar System; and WHEREAS, CONTRACTOR is willing to provide said marketing and public relations services to the CITY; NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the parties hereto agree as follows: 1. Services Provided by CONTRACTOR. CONTRACTOR shall provide marketing and public relations services for the Streetcar Service Demonstration Project conducted by the City of Yakima Transit Division in order to encourage public use of said Streetcar Sys- tem. The services provided by CONTRACTOR shall include, but not be limited to, successful completion of the following tasks: A) General. Streetcar Service Demonstration Project Marketing Campaign - Elements to include development of theme, layout, design, copy, and other materials, i.e., camera- ready artwork, print specifications, etc. for the produc- tion of printed matter, which could include flyers, posters, etc., production of in-store displays, media advertising, transit interior and exterior displays, and other projects as directed and agreed upon by the agency and Transit Marketing Coordinator. B) Target Marketing - Development and production of market- ing campaigns aimed at specifically targeted market segments including Downtown Merchants, Downtown Employ- ees, Tourist/Convention visitors, and other target groups. (agr/strtcr.rp) C) Special Promotions - Develop theme, layout, design, copy, scripts, photos, etc., for special Streetcar Service promotions as assigned by Transit Marketing Coordinator. D) Public Relations - Consultation and advise. E) All applicable materials produced for the Streetcar Service Project will be delivered to the Transit Market- ing Coordinator in two formats, hard -copy finished work (in a camera-ready or similar quality format) and on a 3.5" computer disk that is compatible to and functional with the Transit computer system. That system is a Mackintosh Ilex with PageMaker 4.0, Word 4.0, and Micro- soft Excel programs. F) Development and production of all support materials, purchase of advertising time and space, and fees paid to the selected advertising agency or individual. G) CONTRACTOR shall meet or confer with the City Transit Staff Coordinator at least once a week to discuss plans and projects. H) CONTRACTOR shall submit written progress reports to CITY on a monthly basis. Said marketing and public relation services shall also be performed in accordance with all of the terms, conditions, and specifications set forth in the bid documents attached hereto as Exhibit A and incorporated by reference herein and in CONTRACTOR'S proposal attached hereto as Exhibit B and incorporated by reference herein. 2. Term of Agreement. The term of this agreement shall be for a period of one (1) year, commencing on the day and year first above written, and terminating exactly one (1) year thereafter, at mid- night; provided, however, that the term of this agreement may be extended for an additional one (1) year option period by mutual agreement of the parties. 3. Consideration. In consideration of the consulting services to be provided as set forth in Section 1 above and CONTRACTOR'S per- formance of all other terms and conditions of this agreement, CITY agrees to pay CONTRACTOR for services provided and expenses at the following rates: Principals............... OOOOO $75.00 Senior Research Associates....$60.00 Project Coordinator.... ...... .$50.00 Graphic Designer/Illustrator..$50.00 Administrative Support $30.00 Mileage ..... ........... $ .26 Travel Expenses Actual Subcontracted Media Production Expenses (agr/strtcr.rp) - 2 - per hour per hour per hour per hour per hour per mile Cost Actual Cost Provided, however, that the CITY'S total obligation to pay CONTRAC- TOR under this agreement shall not exceed Sixty Thousand Dollars ($60,000.00). 4. Billing Procedures. The CONTRACTOR shall submit written invoices for reimbursement of contracted activities along with the supplier invoices used for each month's service. Payment will be made within thirty (30) days after receipt of invoice at the rate specified in Section 3 of this agreement. The supplier invoices' format and content must be acceptable to the CITY. Invoices will include the bid number and other pertinent information needed by, and in a format acceptable to, the CITY. 5. Payments to Suppliers, Vendors, and Media. CONTRACTOR agrees to be responsible for the prompt and total payment to vendors, suppliers, the media, etc., of all invoices for which it has re- ceived payment from the City. Further, CONTRACTOR agrees that the CITY will not incur any cost of late payment charges. 6. Non -Discrimination in Contracted Activities. The CONTRACTOR shall not, on the grounds of race, creed, color, religion, national origin, marital status, age or the presence of any sensory, mental or physical disability: A) Deny any individual any contracted activities or other benefits consistent with the terms of this agreement; B) Provide any contracted activities or other benefits to an individual which are different, or are provided in a different manner, from those provided to others under this agreement; C) Subject an individual to segregation or separate treat- ment in any manner related to his receipt of any con- tracted activities or other benefits provided under this agreement; D) Deny any individual an opportunity to participate in any program provided by this agreement through the provision of contracted activities or otherwise, or afford him an opportunity to do so which is different from that af- forded others under this agreement; E) Utilize criteria or methods of administration which have the effect of subjecting individuals to discrimination because of their race, creed, color, religion, national origin, sex, marital status, age, or the presence of any sensory, mental or physical handicap or have the effect -3 (agr/strtcr.rp) of defeating or substantially impairing accomplishment of particular race, creed, color, religion, national origin, sex, marital status, age, or the presence of any sensory, mental or physical handicap in determining, (a) the types of contracted activities or other benefits to be pro- vided, or (b) the class of individuals to whom, or the situation in which, such contracted activities or other benefits will be provided, or (c) the class of individu- als to be afforded an opportunity to participate in any contracted activities or other benefits. 7. Mandatory UMTA Provisions. A) Breach of Contractor In the event the CONTRACTOR fails to perform any require- ment of this agreement, the CITY may terminate this agreement by giving written notice to the CONTRACTOR of the CITY'S intention to terminate because of failure of the CONTRACTOR to so perform as specified in the notice. If the CONTRACTOR corrects the non-performance to the satisfaction of the CITY within ten (10) working days after such notice is given, then this agreement may not be terminated on that ground. If the CONTRACTOR fails to correct the non-performance to the satisfaction of the CITY within the ten (10) working day period, or if the CONTRACTOR continually fails to perform any requirements of this agreement, then this agreement shall terminate on final written notice by the CITY. The determination of non-performance shall be at the sole discretion of the CITY. B) Disadvantaged Business Enterprise (DBE) 1) Policy: It is the policy of the Department of Transportation (DOT) that disadvantaged business enterprise as defined in 49 C.F.R., Part 23 shall have the maximum opportunity to participate in the performance of contracts financed in whole or part with federal funds under this agreement. Conse- quently, the DOT requirements of 49 C.F.R., Part 23 apply to this agreement. 2) DBE Obligation: CONTRACTOR agrees to ensure that disadvantaged business enterprises as defined in 49 C.F.R., Part 23 have the maximum opportunity to participate in the performance of contracts and subcontracts financed in whole or in part with federal funds provided under this agreement. In this regard, CONTRACTOR shall take all necessary and reasonable steps in accordance with 49 C.F.R., Part 23 to ensure that disadvantaged business enterprises - 4 (agr/strtcr.rp) have the maximum opportunity to compete for and perform contracts. Recipients and their contractors shall not discriminate on the basis of race, creed, color, natural origin, age, or sex in the award and performance of DOT -assisted contracts. C) The Transit Division of the City of Yakima, Washington has established a participation goal of ten percent (100) for disadvantaged business enterprise for all UMTA-funded contract opportunities. D) Equal Employment Opportunity In connection with the execution of this contract, the CONTRACTOR shall not discriminate against any employee or applicant for employment because of race, religion, color, sex, age, or national origin. The CONTRACTOR shall take affirmative action to ensure that applicants are employed, and that employees are treated during employment without regard to their race, color, religion, sex, age, or national origin. Such action shall include, but not be limited to, the following: employment, up- grading, demotion or transfer, recruitment or recruitment advertising, layoff or termination, rates of pay or other forms of compensation and selection for training, in- cluding apprenticeship. The CONTRACTOR further agrees to insert a similar provision in all subcontracts for stan- dard commercial supplies or raw materials. E) Title VI Civil Rights Acts of 1964 During the performance of this contract, the CONTRACTOR, for itself, assignees, and successors in interest, agrees as follows: 1) Compliance with Regulations: The CONTRACTOR shall comply with the regulations relative to nondiscrimination in federally -assisted programs of the Department of Trans- portation (hereafter, "DOT") Title 49, C.F.R., Part 21, as they may be amended from time to time (hereinafter re- ferred to as the Regulations), which are herein incorpo- rated by reference and made a part of this contract. 2) Nondiscrimination: The CONTRACTOR, with regard to the work performed by it during the contract, shall not discriminate on the grounds of race, religion, color, sex, age, or national origin in the selection and reten- tion of subcontractors, including procurements of materi- als and leases of equipment. The CONTRACTOR shall not participate either directly or indirectly in the discrim- ination prohibited by Section 21.5 of the Regulations, including employment practices when the contract covers a program set forth in Appendix B of the Regulations. 5 (agr/strtcr.rp) 3) Solicitations for Subcontracts, Including Procurements of Materials and Equipment: In all solicitations either by competitive bidding or negotiations made by the CONTRAC- TOR for work to be performed under a subcontractor, in- cluding procurements of materials or leases of equipment, each potential subcontractor or supplier shall be noti- fied by the CONTRACTOR of the CONTRACTOR'S obligations under this contract and the Regulations relative to nondiscrimination on the grounds of race, religion, color, sex, age, or national origin. 4) Information and Reports: The CONTRACTOR shall provide all information and reports required by the Regulations or directives issues pursuant thereto, and shall permit access to its books, records, accounts, other sources of information, and its facilities as may be determined by the recipient or the Urban Mass Transportation Adminis- tration (UMTA) to be pertinent to ascertain compliance with such Regulations, order, and instructions, Where any information is required or a contractor is in the exclusive possession of another who fails or refuses to furnish this information, the CONTRACTOR shall so certify to the recipient, or UMTA, as appropriate, and shall set forth what efforts it has made to obtain the informa- tion. 5) Sanctions for Noncompliance: In the event of the CON- TRACTOR'S noncompliance with the nondiscrimination provi- sions of this contract, the recipient shall impose such contract sanctions as it or UMTA may determine to be appropriate, including, but not limited to: a) Withholding of payments to the CONTRACTOR under the contract, in whole or in part. 6) Incorporation of Provisions: The CONTRACTOR shall in- clude the provisions of paragraphs (1) through (6) of this section in every subcontract, including procurements of materials and leases of equipment, unless exempt by the Regulations, or directives issued pursuant thereto. The CONTRACTOR shall take such action with respect to any subcontract or procurement as the recipient or UMTA may direct as a means of enforcing such provisions including sanctions for noncompliance; provided, however, that, in the event a contractor becomes involved in, or is threat- ened with, litigation with a subcontractor or supplier as a result of such direction, the CONTRACTOR may request the recipient to enter into such litigation to protect the interests of the recipient, and, in addition, the CONTRACTOR may request the United States to enter into such litigation to protect the interests of the United States. 6 (agr/strtcr.rp) F) Conservation The CONTRACTOR shall recognize mandatory standards and poli- cies relating to energy efficiency which are contained in the State Energy Conservation Plan issued in compliance with Energy Policy and Conservation Act (42 U.S.C. § 6321 et seq.) G) Environmental Violations The CONTRACTOR agrees to comply with all applicable standards, orders, or requirements issued under Section 306 of the Clean Air Act (42 U.S.C. § 1857(h)), Section 508 of the Clean Water Act (33 U.S.C. S 1368), Executive Order 11378, and Environmen- tal Protection Agency regulations (40 C.F.R., Part 15) which prohibits the use under nonexempt federal contracts, grants or loans, of facilities included on the EPA list for Violating Facilities. The CONTRACTOR shall report violations to UMTA and to the USEPA Assistant Administrator for Enforcement ((EN)329). 8. Independent Contractor. It is agreed and understood that CONTRACTOR is an independent contractor, and none of CONTRACTOR'S employees shall be considered an employee of the CITY. CONTRACTOR and CONTRACTOR'S employees shall make no claim of CITY employment or claim any related employment benefits from the CITY, including but not limited to, medical benefits, social security, and retire- ment. CONTRACTOR'S employees shall not be subject to the control or direction of CITY officers or CITY employees. 9. Integration. This written document constitutes the entire and exclusive agreement between the parties hereto. No other under- standings, oral or otherwise, regarding the subject matter of this agreement shall be deemed to exist or to bind any of the parties hereto. No changes or additions to this agreement shall be valid or binding upon either party unless such change or addition be in writing and executed by both parties. 10. Safeguarding of Information. The use or disclosure by the CONTRACTOR of any confidential information concerning a partici- pant, recipient, or client for any purpose, with respect to con- tracted activities provided under this agreement, is prohibited except on written consent of the participant, recipient, or client, his/her attorney or his/her responsible parent or guardian, or as otherwise by law. 11. Indemnity. All contracted activities to be rendered or per- formed under this agreement shall be performed or rendered entirely at the CONTRACTOR'S own risk. CONTRACTOR shall protect, defend, indemnify, and hold harmless the CITY and all of its officers, agents, and employees, from any and all claims, lawsuits, liabili- 7 (agr/strtcr.rp) ties, losses, damages (including reasonable attorney's fees and costs) arising out of, connection with, or relating to this agree- ment or the activities contemplated and to be performed under this agreement. 12. Severability. The parties agree that if any part, term, or provision of this agreement is held by any court to be illegal, the validity of the remaining portions shall not be affected, and the rights and obligations of the parties shall be construed and en- forced as if this agreement did not contain the particular provi- sions held to be invalid. If any provisions of this agreement are in conflict with any feder- al law, rule or regulations or with any law, rule, regulation or statutory provision of the State of Washington, the conflicting provisions shall be deemed inoperative and null and void insofar as they may be in conflict, and shall be deemed modified to conform to lawful provisions, so as to give them as much effect as legally possible. 13. Assignment. CONTRACTOR shall not assign this agreement to any other person or entity without the prior written consent of the CITY. In the event that such prior written consent to an assign- ment is granted, then the assignee shall assume all duties, obliga- tions, and liabilities of CONTRACTOR. 14. Termination. The CITY shall have the right to terminate this contract at any time, with or without cause, upon thirty (30) days written notice to CONTRACTOR. 15. Notices. All notices and demands shall be in writing and sent to the parties hereto at their addresses as follows: To CITY: To CONTRACTOR: City of Yakima Purchasing Agent 129 North 2nd Street Yakima, Washington 98901 CM3 Associates 1325 West Bay Drive N.W. Olympia, Washington 98502 or to such address as the parties may hereafter designate in writ- ing. Notices and demands shall be sent by registered or certified mail, postage prepaid. Such notices shall be deemed effective when mailed or hand -delivered at the addresses specified above. 16. Litigation. In the event that any suit or action is insti- tuted by either party to enforce compliance with or interpret any of the terms, covenants, or conditions of this agreements, the prevailing party shall be entitled to collect, in addition to - 8 (agr/strtcr.rp) necessary court costs, such sums as the court may adjudge as rea- sonable attorney fees. The venue for any action to enforce or interpret this agreement shall lie in the Superior Court of Wash- ington for Yakima County, Washington. IN WITNESS WHEREOF the parties have executed this agreement the day and year first above written. ATTEST: CITY OF YAKIMA City Clerk •ril,f+.7-747467-: - - 9 (agr/strtcr.rp) By: Richard A. Zais, Jr. City Manager CM3 ASSOCIAT/ES By: Its: