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HomeMy WebLinkAboutAGMT - MarketSnag (Marketing and Promotion of Seal Beach Businesses) PROFESSIONAL SERVICES AGREEMENT for Marketing and Promotion of Seal Beach Businesses between �F SEAL B �oaPOR,,1* limpabr r' AF� 'y1i City of Seal Beach 211 - 8th Street Seal Beach, CA 90740 MarketSnag 1077 Pacific Coast Highway, Suite 151 Seal Beach, CA 90740 (949) 463-5916 This Professional Service Agreement ("the Agreement") is made as of July 9, 2020 (the "Effective Date"), by and between MarketSnag ("Consultant"), a sole proprietorship and the City of Seal Beach ("City"), a California charter city, (collectively, "the Parties"). 2305080v3 [11/2019 rev.] RECITALS A. City desires certain professional marketing and promotional services. B. Pursuant to the authority provided by its City Charter and Seal Beach Municipal Code § 3.20.025(C), City desires to engage Consultant to provide professional marketing and promotional services in the manner set forth herein and more fully described in Section 1.0. C. Consultant represents that the principal members of its firm are qualified to perform the services contemplated by this Agreement in a good and professional manner; and it desires to perform such services as provided herein. NOW THEREFORE, in consideration of the Parties' performance of the promises, covenants, and conditions stated herein, the Parties hereto agree as follows. AGREEMENT 1.0 Scope of Services 1.1. Consultant shall provide those services (collectively "Services") set forth in the marketing proposal attached hereto as Exhibit A and incorporated herein by this reference. To the extent that there is any conflict between Exhibit A and this Agreement, this Agreement shall control. 1.2. Consultant shall perform all Services under this Agreement in accordance with the standard of care generally exercised by like professionals under similar circumstances and in a manner reasonably satisfactory to City. 1.3. In performing this Agreement, Consultant shall comply with all applicable provisions of federal, state, and local law. 1.4. As a material inducement to City to enter into this Agreement, Consultant hereby represents that it has the experience necessary to undertake the Services to be provided. In light of such status and experience, Consultant hereby covenants that it shall follow the customary professional standards in performing all Services. The City relies upon the skill of Consultant, and Consultant's staff, if any, to do and perform the Services in a skillful, competent, and professional manner, and Consultant and Consultant's staff, shall perform the Services in such manner. Consultant shall, at all times, meet or exceed any and all applicable professional standards of care. The acceptance of Consultant's work by the City shall not operate as a release of Consultant from such standard of care and workmanship. 2 of 15 2305080v3 07/2020 1.5. Consultant will not be compensated for any work performed not specified in the Scope of Services unless the City authorizes such work in advance and in writing. The City Manager may authorize extra work to fund unforeseen conditions up to the amount approved at the time of award by the City Council. Payment for additional work in excess of this amount requires prior City Council authorization. 2.0 Term 2.1. The term of this Agreement shall commence on July 7, 2020, and shall remain in full force and effect until March 1, 2021, unless sooner terminated as provided in Section 5.0 of this Agreement. 3.0 Consultant's Compensation 3.1. City will pay Consultant in accordance with the work items as set forth in Exhibit A for the Services but in no event will the City pay more than the total not-to-exceed amount of$30,000.00 (thirty thousand dollars) for the Original Term. 3.2. Consultant will not be compensated for any work performed not specified in the Scope of Services unless the City authorizes such work in advance and in writing. The City Manager may authorize extra work to fund unforeseen conditions up to the amount approved at the time of award by the City Council. Payment for additional work in excess of this amount requires prior City Council authorization. Any additional work authorized by the City Council pursuant to this Section will be compensated in accordance with the fee schedule set forth in Exhibit A. 4.0 Method of Payment 4.1. Consultant shall submit to City monthly invoices for all Services rendered pursuant to this Agreement. Such invoices shall be submitted within 15 days of the end of the month during which the Services were rendered and shall describe in detail the Services rendered during the period, which shall be consistent with the Services and not exceed the budget identified in Exhibit A. City will pay Consultant within 30 days of receiving Consultant's invoice. City will not withhold any applicable federal or state payroll and other required taxes, or other authorized deductions from payments made to Consultant. 4.2. Upon 24-hour notice from City, Consultant shall allow City or City's agents or representatives to inspect at Consultant's offices during reasonable business hours all records maintained by Consultant in connection with this Agreement. City's rights under this Section 4.2 shall survive for three (3) years following the termination of this Agreement. 3 of 15 2305080v3 07/2020 5.0 Termination 5.1. This Agreement may be terminated by City, without cause, or by Consultant based on reasonable cause, upon giving the other party written notice thereof not less than 30 days prior to the date of termination. 5.2. This Agreement may be terminated by City upon 10 days' notice to Consultant if Consultant fails to provide satisfactory evidence of renewal or replacement of comprehensive general liability insurance as required by this Agreement at least 20 days before the expiration date of the previous policy. 6.0 Party Representatives 6.1. The City Manager is the City's representative for purposes of this Agreement. 6.2. The Community Development Director is the Consultant's primary representative for purposes of this Agreement. The Community Development Director shall also be responsible during the term of this Agreement for directing all activities of Consultant and devoting sufficient time to personally supervise the Services hereunder. Consultant may not change its representative without the prior written approval of City, which approval shall not be unreasonably withheld. 7.0 Notices 7.1. All notices permitted or required under this Agreement shall be deemed made when personally delivered or when mailed 48 hours after deposit in the United States Mail, first class postage prepaid and addressed to the party at the following addresses: To City: City of Seal Beach 211-8th Street Seal Beach, California 90740 Attn: Jill Ingram, City Manager To Consultant: MarketSnag 1077 Pacific Coast Highway, Suite 151 Seal Beach, CA 90740 Attn: Deb Machen 7.2. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service. 8.0 Independent Contractor 4 of 15 2305080v3 07/2020 8.1. Consultant is an independent contractor and not an employee of the City. All work or other Services provided pursuant to this Agreement shall be performed by Consultant or by Consultant's employees or other personnel under Consultant's supervision, and Consultant and all of Consultant's personnel shall possess the qualifications, permits, and licenses required by State and local law to perform such Services, including, without limitation, a City of Seal Beach business license as required by the Seal Beach Municipal Code. Consultant will determine the means, methods, and details by which Consultant's personnel will perform the Services. Consultant shall be solely responsible for the satisfactory work performance of all personnel engaged in performing the Services and compliance with the customary professional standards. 8.2. All of Consultant's employees and other personnel performing any of the Services under this Agreement on behalf of Consultant shall also not be employees of City and shall at all times be under Consultant's exclusive direction and control. Consultant and Consultant's personnel shall not supervise any of City's employees; and City's employees shall not supervise Consultant's personnel. Consultant's personnel shall not wear or display any City uniform, badge, identification number, or other information identifying such individual as an employee of City; and Consultant's personnel shall not use any City e-mail address or City telephone number in the performance of any of the Services under this Agreement. Consultant shall acquire and maintain at its sole cost and expense such vehicles, equipment and supplies as Consultant's personnel require to perform any of the Services required by this Agreement. Consultant shall perform all Services off of City premises at locations of Consultant's choice, except as otherwise may from time to time be necessary in order for Consultant's personnel to receive projects from City, review plans on file at City, pick up or deliver any work product related to Consultant's performance of any Services under this Agreement, or as may be necessary to inspect or visit City locations and/or private property to perform such Services. City may make a computer available to Consultant from time to time for Consultant's personnel to obtain information about or to check on the status of projects pertaining to the Services under this Agreement. 8.3. Consultant shall be responsible for and pay all wages, salaries, benefits and other amounts due to Consultant's personnel in connection with their performance of any Services under this Agreement and as required by law. Consultant shall be responsible for all reports and obligations respecting such additional personnel, including, but not limited to: Social Security taxes, other retirement or pension benefits, income tax withholding, unemployment insurance, disability insurance, and workers' compensation insurance. Notwithstanding any other agency, State, or federal policy, rule, regulation, statute or ordinance to the contrary, Consultant and any of its officers, employees, agents, and subcontractors providing any of the Services under this Agreement shall not become entitled to, and hereby waive any claims to, any wages, salaries, 5 of 15 2305080v3 07/2020 compensation, benefit or any incident of employment by City, including but not limited to, eligibility to enroll in, or reinstate to membership in, the California Public Employees Retirement System ("PERS") as an employee of City, and entitlement to any contribution to be paid by City for employer contributions or employee contributions for PERS benefits. 8.4. Consultant shall indemnify and hold harmless City and its elected officials, officers, employees, servants, designated volunteers, and agents serving as independent contractors in the role of City officials, from any and all liability, damages, claims, costs and expenses of any nature to the extent arising from, caused by, or relating to Consultant's personnel practices. or to the extent arising from, caused by or relating to the violation of any of the provisions of this Section 8.0. In addition to all other remedies available under law, City shall have the right to offset against the amount of any fees due to Consultant under this Agreement any amount due to City from Consultant as a result of Consultant's failure to promptly pay to City any reimbursement or indemnification arising under this Section. This duty of indemnification is in addition to Consultant's duty to defend, indemnify and hold harmless as set forth in any other provision of this Agreement. 9.0 PERS Compliance and Indemnification 9.1. General Requirements. The Parties acknowledge that City is a local agency member of PERS, and as such has certain pension reporting and contribution obligations to PERS on behalf of qualifying employees. Consultant agrees that, in providing its employees and any other personnel to City to perform any work or other Services under this Agreement, Consultant shall assure compliance with the Public Employees' Retirement Law, commencing at Government Code § 20000, the regulations of PERS, and the Public Employees' Pension Reform Act of 2013, as amended. Without limitation to the foregoing, Consultant shall assure compliance with regard to personnel who have active or inactive membership in PERS and to those who are retired annuitants and in performing this Agreement shall not assign or utilize any of its personnel in a manner that will cause City to be in violation of the applicable retirement laws and regulations. 9.2. Indemnification. Consultant shall defend (with legal counsel approved by City, whose approval shall not be unreasonably withheld), indemnify and hold harmless City, and its City and its elected officials, officers, employees, servants, designated volunteers, and agents serving as independent contractors in the role of City officials, from any and all liability, damages, claims, costs and expenses of any nature to the extent arising from, caused by, or relating to Consultant's violation of any provisions of this Section 9.0. This duty of indemnification is in addition to Consultant's duty to defend, indemnify and hold harmless as set forth in any other provision of this Agreement. 6 of 15 2305080v3 07/2020 10.0 Confidentiality Consultant covenants that all data, documents, discussion, or other information developed or received by Consultant or provided for performance of this Agreement are deemed confidential and shall not be disclosed by Consultant without prior written authorization by City. City shall grant such authorization if applicable law requires disclosure. All City data shall be returned to City upon the termination of this Agreement. Consultant's covenant under this Section shall survive the termination of this Agreement. 11.0 Subcontractors No portion of this Agreement shall be subcontracted without the prior written approval of the City. Consultant is fully responsible to City for the performance of any and all subcontractors. 12.0 Assignment Consultant shall not assign or transfer any interest in this Agreement whether by assignment or novation, without the prior written consent of City. Any purported assignment without such consent shall be void and without effect. 13.0 Inspection and Audit of Records Consultant shall maintain complete and accurate records with respect to all Services and other matters covered under this Agreement, including but expressly not limited to, all Services performed, salaries, wages, invoices, time cards, cost control sheets, costs, expenses, receipts and other records with respect to this Agreement. Consultant shall maintain adequate records on the Services provided in sufficient detail to permit an evaluation of all Services in connection therewith. All such records shall be clearly identified and readily accessible. At all times during regular business hours, Consultant shall provide City with free access to such records, and the right to examine and audit the same and to make copies and transcripts as City deems necessary, and shall allow inspection of all program data, information, documents, proceedings and activities and all other matters related to the performance of the Services under this Agreement. Consultant shall retain all financial and program service records and all other records related to the Services and performance of this Agreement for at least three (3) years after expiration, termination or final payment under this Agreement, whichever occurs later. City's rights under this Section 13.0 shall survive for three (3) years after expiration, termination or final payment under this Agreement, whichever occurs later. 14.0 Safety Requirements All work performed under this Agreement shall be performed in such a manner as to provide safety to the public and to meet or exceed the safety standards outlined by CAL OSHA. The City may issue restraint or cease and desist orders 7 of 15 2305080v3 07/2020 to Consultant when unsafe or harmful acts are observed or reported relative to the performance of the Services. Consultant shall maintain the work sites free of hazards to persons and property resulting from its operations. Consultant shall immediately report to the City any hazardous condition noted by Contractor. 15.0 Insurance 15.1. Consultant shall not commence work under this Agreement until it has provided evidence satisfactory to the City that Consultant has secured all insurance required under this Section. Consultant shall furnish City with original certificates of insurance and endorsements effecting coverage required by this Agreement 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 provided by the City if requested. All certificates and endorsements shall 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. 15.2. Consultant shall, at its expense, procure and maintain for the duration of the Agreement, insurance against claims for injuries to persons or damages to property that may arise from or in connection with the performance of this Agreement. Insurance is to be placed with insurers with a current A.M. Best's rating no less than A:VIII, licensed to do business in California, and satisfactory to the City. Coverage shall be at least as broad as the latest version of the following: (1) General Liability: Insurance Services Office Commercial General Liability coverage (occurrence form CG 0001); and (2) if required by the City, Workers' Compensation and Employer's Liability coverages. Consultant shall maintain limits no less than: (1) General Liability: $2,000,000 per occurrence for bodily injury, personal injury and property damage and if Commercial General Liability Insurance or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to this Agreement/location or the general aggregate limit shall be twice the required occurrence limit; (2) Workers' Compensation in the amount required by law and Employer's Liability: $1,000,000 per accident and in the aggregate for bodily injury or disease. 15.3. The insurance policies shall contain the following provisions, or Consultant shall provide endorsements on forms supplied or approved by the City to state: (1) coverage shall not be suspended, voided, reduced or canceled except after 30 days prior written notice by certified mail, return receipt requested, has been given to the City; (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 directors, officials, officers, (3) coverage shall be primary insurance as respects the City, its directors, officials, officers, employees, agents and volunteers, or if excess, shall stand in an unbroken chain of coverage excess of the Consultant's scheduled underlying coverage and that 8 of 15 2305080v3 07/2020 any insurance or self-insurance maintained by the City, its directors, officials, officers, employees, agents and volunteers shall be excess of the Consultant's insurance and shall not be called upon to contribute with it; (4) for general liability insurance, that the City, its directors, officials, officers, employees, agents and volunteers shall be covered as additional insureds with respect to the services or operations performed by or on behalf of the Consultant, including materials, parts or equipment furnished in connection with such work. 15.4. All insurance required by this Section shall contain standard separation of insureds provisions and shall not contain any special limitations on the scope of protection afforded to the City, its directors, officials, officers, employees, agents, and volunteers. 15.5. Any deductibles or self-insured retentions shall be declared to and approved by the City. Consultant guarantees 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 directors, officials, officers, employees, agents, and volunteers; or (2) the Consultant shall procure a bond guaranteeing payment of losses and related investigation costs, claims and administrative and defense expenses. 16.0 Indemnification, Hold Harmless, and Duty to Defend Consultant and the City agree that the City, its elected officials, officers, attorneys, agents, employees, designated volunteers, successors, assigns and those City agents serving as independent contractors in the role of City officials (collectively "Indemnitees" in this Section 16.0) should, to the fullest extent permitted by law, be fully protected from any loss, injury, damage, claim, liability, lawsuit, cost, expense, attorneys' fees, litigation costs, defense costs, court costs and/or any other cost arising out of or in any way related to the performance of this Agreement. Accordingly, the provisions of this indemnity provision are intended by the Parties to be interpreted and construed to provide the fullest protection possible under the law to the City and all other Indemnitees. Consultant acknowledges that the City would not have entered into this Agreement in the absence of the commitment of Consultant to indemnify and protect the City and the other Indemnitees, as set forth in this Agreement. 16.1. Indemnity. To the fullest extent permitted by law, the Consultant shall, at its sole cost and expense, protect, defend, hold harmless and indemnify the City, its elected officials, officers, attorneys, agents, employees, designated volunteers, successors, assigns and those City agents serving as independent contractors in the role of City officials (collectively "Indemnitees" in this Section 16.0) from and against any and all damages, costs, expenses, liabilities, claims, demands, causes of action, proceedings, judgments, penalties, liens and losses of any nature whatsoever, including fees of accountants, attorneys and other professionals, and all costs associated therewith, and the payment of all 9 of 15 2305080v3 07/2020 consequential damages (collectively "Claims"), in law or equity, whether actual, alleged or threatened, which arise out of, pertain to, or relate to the acts or omissions, or willful misconduct, of the Consultant, and/or its officers, agents, servants, employees, subcontractors, materialmen, suppliers, or contractors, or their officers, agents, servants or employees (or any entity or individual that the Consultant shall bear the legal liability thereof) in the performance of this Agreement, including the Indemnitees' active or passive negligence, except for Claims arising from the sole negligence or willful misconduct of Indemnitees, as determined by final arbitration or court decision or by the agreement of the Parties. The Consultant shall defend the Indemnitees in any action or actions filed in connection with any Claims with counsel of the Indemnitees' choice, and shall pay all costs and expenses, including all attorneys' fees and experts' costs actually incurred in connection with such defense. The Consultant shall reimburse the Indemnitees for any and all legal expenses and costs incurred by the Indemnitees in connection therewith. 16.2. Other Indemnitees. Other than in the performance of professional services, and to the fullest extent permitted by law, Consultant shall, at its sole cost and expense, protect, defend, hold harmless and indemnify the Indemnitees from and against any and all damages, costs, expenses, liabilities, claims, demands, causes of action, proceedings, judgments, penalties, liens and losses of any nature whatsoever, including fees of accountants, attorneys and other professionals, and all costs associated therewith, and the payment of all consequential damages (collectively "Damages"), in law or equity, whether actual, alleged or threatened, which arise out of, pertain to, or relate to the acts or omissions of Consultant, its officers, agents, servants, employees, subcontractors, materialmen, suppliers, or contractors, or their officers, agents, servants or employees (or any entity or individual that Consultant shall bear the legal liability thereof) in the performance of this Agreement, including the Indemnitees' active or passive negligence, except for Damages arising from the sole negligence or willful misconduct of the Indemnitees, as determined by final arbitration or court decision or by the agreement of the Parties. Consultant shall defend the Indemnitees in any action or actions filed in connection with any Damages with counsel of the Indemnitees' choice, and shall pay all costs and expenses, including all attorneys' fees and experts' costs actually incurred in connection with such defense. Consultant shall reimburse the Indemnitees for any and all legal expenses and costs incurred by the Indemnitees in connection therewith. 16.3. Subcontractor Indemnification. Consultant shall obtain executed indemnity agreements with provisions identical to those in this Section 16.0 from each and every subcontractor or any other person or entity involved by, for, with or on behalf of Consultant in the performance of this Agreement. If Consultant fails to obtain such indemnities, Consultant shall be fully responsible and indemnify, hold harmless and defend the Indemnitees from and against any and all Claims in law or equity, whether actual, alleged or threatened, which arise out 10 of 15 2305080v3 07/2020 of, are claimed to arise out of, pertain to, or relate to the acts or omissions of Consultant's subcontractor, its officers, agents, servants, employees, subcontractors, materialmen, contractors or their officers, agents, servants or employees (or any entity or individual that Consultant's subcontractor shall bear the legal liability thereof) in the performance of this Agreement, including the Indemnitees' active or passive negligence, except for Claims or Damages arising from the sole negligence or willful misconduct of the Indemnitees, as determined by final arbitration or court decision or by the agreement of the Parties. 16.4. The obligations of Consultant under this or any other provision of this Agreement shall not be limited by the provisions of any workers' compensation act or similar act. Consultant expressly waives any statutory immunity under such statutes or laws as to the Indemnitees. Consultant's indemnity obligation set forth in this Section 16.0 shall not be limited by the limits of any policies of insurance required or provided by Consultant pursuant to this Agreement. 16.5. Consultant's covenants under this Section 16.0 shall survive the expiration or termination of this Agreement. 17.0 Equal Opportunity Consultant affirmatively represents that it is an equal opportunity employer. Consultant shall not discriminate against any subcontractor, employee, or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex, sexual orientation, or age. Such non-discrimination includes, but is not limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff, or termination. 18.0 Labor Certification By its signature hereunder, Consultant certifies that it is aware of the provisions of Section 3700 of the California Labor Code that 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 agrees to comply with such provisions before commencing the performance of the Services. 19.0 Prevailing Wage and Payroll Records If this Agreement calls for services that, in whole or in part, constitute "public works" as defined in the California Labor Code, then Consultant shall comply in all respects with all applicable provisions of the California Labor Code, including those set forth in Exhibit B, attached hereto and incorporated by reference herein. 11 of 15 2305080v3 07/2020 20.0 Entire Agreement This Agreement contains the entire agreement of the Parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings, or agreements. This Agreement may only be modified by a writing signed by both Parties. 21.0 Severability The invalidity in whole or in part of any provisions of this Agreement shall not void or affect the validity of the other provisions of this Agreement. 22.0 Governing Law This Agreement shall be governed by and construed in accordance with the laws of the State of California. 23.0 No Third Party Rights No third party shall be deemed to have any rights hereunder against either party as a result of this Agreement. 24.0 Waiver No waiver of any default shall constitute a waiver of any other default or breach, whether of the same or other covenant or condition. No waiver, benefit, privilege, or service voluntarily given or performed by a party shall give the other party any contractual rights by custom, estoppel, or otherwise. 25.0 Prohibited Interests; Conflict of Interest 25.1. Consultant covenants that it presently has no interest and shall not acquire any interest, direct or indirect, which may be affected by the Services, or which would conflict in any manner with the performance of the Services. Consultant further covenants that, in performance of this Agreement, no person having any such interest shall be employed by it. Furthermore, Consultant shall avoid the appearance of having any interest, which would conflict in any manner with the performance of the Services. Consultant shall not accept any employment or representation during the term of this Agreement which is or may likely make Consultant "financially interested" (as provided in California Government Code §§ 1090 and 87100) in any decision made by City on any matter in connection with which Consultant has been retained. 25.2. Consultant further warrants and maintains that it has not employed or retained any person or entity, other than a bona fide employee working exclusively for Consultant, to solicit or obtain this Agreement. Nor has Consultant 12 of 15 2305080v3 07/2020 paid or agreed to pay any person or entity, other than a bona fide employee working exclusively for Consultant, any fee, commission, gift, percentage, or any other consideration contingent upon the execution of this Agreement. Upon any breach or violation of this warranty, City shall have the right, at its sole and absolute discretion, to terminate this Agreement without further liability, or to deduct from any sums payable to Consultant hereunder the full amount or value of any such fee, commission, percentage or gift. 25.3. Consultant warrants and maintains that it has no knowledge that any officer or employee of City has any interest, whether contractual, non- contractual, financial, proprietary, or otherwise, in this transaction or in the business of Consultant, and that if any such interest comes to the knowledge of Consultant at any time during the term of this Agreement, Consultant shall immediately make a complete, written disclosure of such interest to City, even if such interest would not be deemed a prohibited "conflict of interest" under applicable laws as described in this subsection 26.0 Attorneys' Fees If either party commences an action against the other party, either legal, administrative or otherwise, arising out of or in connection with this Agreement, the prevailing party in such litigation shall be entitled to have and recover from the losing party all of its attorneys' fees and other costs incurred in connection therewith. 27.0 Exhibits All exhibits referenced in this Agreement are hereby incorporated into the Agreement as if set forth in full herein. In the event of any material discrepancy between the terms of any exhibit so incorporated and the terms of this Agreement, the terms of this Agreement shall control. 28.0 Corporate Authority The person executing this Agreement on behalf of Consultant warrants that he or she is duly authorized to execute this Agreement on behalf of said party and that by his or her execution, the Consultant is formally bound to the provisions of this Agreement. IN WITNESS WHEREOF, the Parties hereto, through their respective authorized representatives have executed this Agreement as of the date and year first above written. 13 of 15 2305080v3 07/2020 CITY OF SEAL BEACH CONSULTANT: MarketSnag, a sole proprietorship CA' di ✓f'//Ce /Z By: By: ` R. Ingram, City Mana Name: Deb Machen Its: Owner Attest: dA00 By. 1.r 1►.amil loria D. H er, City Clerk Approved a - F• By. _ Craig A. Steele, City Attorney • • 2305080v3 [11/2019 rev.] EXHIBIT A Consultant's Proposal_ 15 of 15 2305080v3 [11/2019 rev.] i Marketing 1 20 ... . , , , , 20 . . ... . • . ,. . ,, .. ._. i .. , . .. r . , o aI p _ _. • . , THE CITY OF SEAL BEACH ---z.-.....----..-, a.`_(im. �alg.i{01.we��it iliti 1a0 igio ililstizirew4!■� 1i may. s1� . _ .-. F- - - -M - s _.._ .._ - ._rye .- ...._ .,gam 1R.,..,.-- m,. "114ircS _.- • marcetsna If V OU CAN'T BF FOUND U`-'1 IE IN F.RAI i.Y011 CAN 111 IIgU1U Marketing Proposal \I 1 -`I v► IIIvI, 3, .,,.• ,,. , i.„ \ , ' .. ".04,,,,_.,,, OVERVIEW ji.,\Nik,tomi, , i,,,,,,i,f1 ,t -� f Seal Beach businesses deemed non-essential { . have been closed for nearly 3 months and are . , beginning to re-open with strict safety O g g P � IRIS `/ `'' "P •` protocols. In this document,we will focus i, �� • t. I primarily on social distancing, as it vastly + °�' � ''' decreases the number of patrons allowed in any w' establishment at a given time.The City of Seal r Beach is seeking marketing services to promote local businesses and help them increase the revenues they can earn during COVID-19 if; `" restrictions and beyond. >4 it �/`L' a` MarketSnag, a local Marketing and r - 7A. Communications Company, owned by Deb ! - - Machen, is uniquely positioned to assist the City • r ipi / in this endeavor. Deb is a Seal Beach resident of 12 years and an avid community supporter, currently sitting on three local non-profit ' T-7-$6:;,. '\ boards, and working with the local non-profit p 7- I=EIM _ organizations LAEF,The Youth Center, Save Our Ms Beach and Run Seal Beach. e..� t y` � .,. ... ' �' Deb has gained invaluable experience working t ` �: - with City staff, local businesses,non-profits 101 and residents, successfully facilitating A� collaboration among them.Her experience as a ry Planning Commissioner for Seal Beach Districts ": ' One and Three,Co-Chair of the Centennial it Marketing Committee and President of the Seal PP"*1 Beach Chamber of Commerce uniquely qualifies -• her for this project. f Thisproposaldocument, ., � r• I ��,,, will be a living g changing with the current, ever-changing business environment, due to COVID-19 it* restrictions. ALL RIGHTS RESERVED • MARKETSNAG • 2020 2 Marketing Proposal OBJECTIVES / GOALS • Promote and expand awareness of Seal Beach businesses and services • Drive return and new business growth in all five districts • Increase resident patronage • Promote long-term customer relationships SCOPE OF SERVICES Branding — Conceive and create an easily identifiable look, feel and slogan to represent the new campaign • Create a logo with benefit statement (slogan) and identify brand color palette, typography, messaging, brand imagery and identity to be used in all campaigns Local and Tourist Promotion: • Conceive, create and design signage campaigns (Requires Graphic Design): o Over-street banners — Main Street o Pole banners — Seal Beach &Rossmoor o Bus Stop Shelter advertising — Seal Beach, Rossmoor, Los Alamitos & Stanton o Signage at neighboring centers (cost permitting) i.e.: 2nd and PCH o Signage in neighboring Cities (cost permitting) Sunset Beach, Huntington Beach, Garden Grove, etc. Conceive, create and design collateral campaigns (Requires Graphic Design): • Digital (QR Code) brochures, flyers or guides • Print (cost permitting)brochures, flyers or postcards o For mailing, display in business establishments, etc. Liaison with SB Chamber of Commerce, SBPD, Leisure World, Naval Weapons Station and local Non-profit organizations to share the message with their audiences Local Media Outreach (PR) - Orange, LA and Riverside Counties Support/create Press Release content/messaging Create online media center for City website (if approved by City) Create/send media alerts for upcoming events, campaigns or urgent messaging ALL RIGHTS RESERVED • MARKETSNAG • 2020 3 Marketing Proposal SCOPE OF SERVICES ( CONTINUED ) Create Landing Page on City Website - Requires Graphic Design • Once the campaign strategy is in place, create and maintain a landing page to house campaign assets, i.e.; videos, images, contest rules, business stories, etc. Create Video for Social Media/Youtube/Website Launch - Requires Graphic Design • Conceptualize, shoot and produce video to engage social media audiences and promote the Campaign Social Media Campaign - Requires Graphic Design • Facebook, Instagram,Youtube o Create branded social pages o Create and post social media content to inform and attract followers to the City's businesses o Conduct contests to increase engagement and encourage support of local businesses, including social tags, etc. o Promote posts and social ads (Vendor's expense) Contest Development/Promotion/Management • Develop contests designed to bring customers to local businesses &refer them to others • Promote contests through social media posts, paid ads (Vendor's expense), email blasts,web page, press releases, etc. • Procure and award gift cards from local businesses - $5o each,weekly for li weeks (Vendor's expense) Email Marketing Campaign - Requires Graphic Design • Procure and set up professional email client for sending emails (Vendor's expense) • Create and send email newsletters, blasts and notices to City's contact list • Manage contact list • Provide blast reports Work with City to Engage Visitors From Nearby Communities • Expanded signage campaigns to Cities, Shopping Centers, Hotels, etc. • Expanded collateral material creation and delivery campaigns to Cities, Shopping Centers, Hotels, etc. ALL RIGHTS RESERVED • MARKETSNAG • 2020 4 Marketing Proposal BUDGET Activity Monthly Budget - Branding Services $4,500 -iimmai��� 1 Graphic Design Services $6,000 (Signage,collateral,ads,web&other creative) $4,000 Media Outreach (PR) $2,000 : - Newspaper Advertising(local) $3,500 Local &Tourist Promotion R ° a $6,000 - a} = _- _ Social Media Marketing S4,000 Email Marketing $30,000 TOTAL NOTE: Vendor (MarketSnag)will pay for all social media advertising, monthly email subscription costs and gift cards. Any costs for printing, sign or banner printing/hanging/removal, or subscriptions are the responsibility of the City of Seal Beach and are not a part of this proposal or budget. CONTACT Deb Machen, President �` ' dmachen@marketsnag.com 949.463.5916 ij 7141 a�. ©2013 David Zanz, er ALL RIGHTS RESERVED • MARKETSNAG • 2020 4 City of Seal Beach Certificate for Businesses not Subject to Workers' Compensation Laws I am aware of the provisions of Labor Code Section 3700 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. I hereby certify that for any work performed for the City of Seal Beach, I shall not employ any person in any manner so as to be subject to the workers' compensation laws of California. In the event that I should become subject to the workers' compensation laws of California, I agree to comply fully with Labor Code Section 3700 and I shall not perform any work until such time as I am in full compliance. /at . 710e-o&/t July 28, 2020 Signature Date Debra Machen Printed Name Owner/President Title MarketSnag Company/Business S7296-0001\24425IOvI.doc ACORD® CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD/YYYY) L------ 08/12/2020 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND,EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT Kati Thompson _ SKS Insurance Agency, Inc 221 Main Street, Box 38 (A//C.No.Ext): 562-493-3900 FAX No): Seal Beach, CA 90740 E-MAIL ADDRESS: kati@liveswellinsurance.com License#: OH52941 _ _,__ INSURER(S)AFFORDING COVERAGE NAIC# INSURERA: Hiscox 10200 INSURED Debra Machen INSURERS: • DBA: MarketSnag INSURER C: 120 14th Street,Suite D INSURER D: Seal Beach,CA 90740 _INSURER E: INSURER F: ICOVERAGES CERTIFICATE NUMBER: 00019841-22197 REVISION NUMBER: 3 THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN,THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR I ADDLSUBR POLICY EFF POLICY EXP LTR TYPE OF INSURANCE JNSD WVD POLICY NUMBER (MM/DD/YYYY) (MM/DD/YYYY) LIMITS A 1 X COMMERCIAL GENERAL LIABILITY Y UDC-4545656-CGL-20 !07/16/2020 07/16/2021 EACH OCCURRENCE I$ 2,000,000 CLAIMS-MADE X OCCUR DAMAGE TO RENTED PREMISES(Ea occurrence) $ 100,000 MED EXP(Any one person) $ 5,000 PERSONAL&ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER- GENERAL AGGREGATE $ 2,000,000 I PRO- I I XI POLICY__. JECT l LOC I PRODUCTS-COMP/OPAGG $ 2,000,000 I OTHER: $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ (Ea accident) ANY AUTO BODILY INJURY(Per person) $ OWNED SCHEDULED BODILY INJURY(Per accident)i$ AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE AUTOS ONLY 1 AUTOS ONLY (Per accident) $ 1 I $ UMBRELLA LIAB OCCUR ,EACH OCCURRENCE I$ EXCESS LIAB CLAIMS-MADE AGGREGATE $ DED RETENTION$ $ WORKERS COMPENSATION ' PER O - AND EMPLOYERS'LIABILITY Y/N STATUTE !!ERTH ANY PROPRIETOR/PARTNER/EXECUTIVE E L.EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? N/A (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ If yes,describe under . DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ A Professional Liab. UDC-4545656-EO-20 07/16/2020 07/16/2021 Limit , 1,000,000 I DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) The City of Seal Beach,its officers,employees and agents as additionally insured per written contract. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE The City of Seal Beach THE EXPIRATION DATE THEREOF,NOTICE WILL BE DELIVERED IN 211 Eighth Street ACCORDANCE WITH THE POLICY PROVISIONS. Seal Beach, CA 909740 AUTHORIZED REPRESENTATIVE ,.y.,:::.__1„),,(D I (KLT) ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD Printed by KLT on August 12,2020 at 01:42PM ft• HI SCOX Hiscox Insurance Company Inc. Policy Number: UDC-4545656-CGL-20 Named Insured: MarketSnag Endorsement Number: 1 Endorsement Effective: July 16, 2020 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - AUTOMATIC STATUS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART A. Section II — Who Is An Insured is amended to include as an additional insured any per- son(s) or organization(s) for whom you are performing operations or leasing a premises when you and such person(s) or organiza- tion(s) have agreed in writing in a contract or agreement that such person(s) or organiza- tion(s) be added as an additional insured on your policy. Such person or organization is an additional insured only with respect to lia- bility for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf: 1. In the performance of your ongoing opera- tions; or 2. In connection with your premises owned by or rented to you. A person's or organization's status as an addi- tional insured under this endorsement ends when your operations or lease agreement for that additional insured are completed. CGL E5421 CW(02/14) Includes copyrighted material of Insurance Services Office, Inc., with its Page 1 of 1 permission. et• HI SCOX Hiscox Insurance Company Inc. Policy Number: UDC-4545656-CGL-20 Named Insured: MarketSnag Endorsement Number: 2 Endorsement Effective:July 16,2020 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. PRIMARY AND NONCONTRIBUTORY - OTHER INSURANCE CONDITION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART A. The following is added to the Other Insurance Condition and supersedes any provision to the contrary: Primary And Noncontributory Insurance This insurance is primary to and will not seek contribution from any other insurance available to an additional insured under your policy, pro- vided: 1. you have agreed in a written contract or agreement to add such additional insured to a policy providing the type of coverage af- forded by this policy; and 2. you have agreed in a written contract or agreement with such additional insured that this insurance would be primary and would not seek contribution from any other insur- ance available to the additional insured. CGL E5581 CW(03/16) Includes copyrighted material of Page 1 of 1 Insurance Services Office, Inc., with its permission