HomeMy WebLinkAboutStaff Report 7164
City of Palo Alto (ID # 7164)
City Council Staff Report
Report Type: Consent Calendar Meeting Date: 11/14/2016
City of Palo Alto Page 1
Summary Title: Utilities Department Marketing Contract
Title: Approval and Authorization for the City Manager to Execute a
Professional Services Agreement With Essense Partners in the Amount of
$870,000 for Utilities Marketing, Communication and Graphic Design Services
for a Term of up to Three Years
From: City Manager
Lead Department: Utilities
Recommendation
Staff recommends that the City Council approve and authorize the City Manager, or his
designee, to execute the attached professional services agreement with Essense Partners, for
Utilities marketing, communications and graphic design services for a total not to exceed
amount of $870,000 for a three-year term.
Executive Summary
The City of Palo Alto Utilities (CPAU) Department administers a broad portfolio of marketing,
communication and outreach activities for the City’s utility customers and other stakeholders.
CPAU communication channels include the Utilities website, utility bill inserts, print ads in local
publications, digital advertisements, email newsletters, news releases, messaging on bills and
envelopes, videos, social media, customer workshops, participation in community outreach
events and meetings. Graphic design and outreach materials are developed by both staff and
third-party vendors.
This agreement will provide CPAU with professional services for the creation and development
of graphic design, marketing and communication materials. The outreach services target
residential and non-residential customers for the purposes of continuing education about
programs to help the City meet its resource efficiency, sustainability and climate protection
goals, as well as support mandatory regulatory communication requirements. It also enables
CPAU to educate customers about general Utilities initiatives, infrastructure upgrades, and
safety measures, including crisis preparedness and emergency response.
The current CPAU contract for marketing and graphic design services expires on December 31,
2016 (Tandem Creative, Inc.). In order to continue actively marketing and communicating to
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CPAU customers, staff issued a Request for Proposals (RFP) in August 2016. Three potential
vendors responded to the RFP. After analyzing all responses, staff recommends executing a
contract with Essense Partners, to provide market research, strategic campaign planning,
graphic design, marketing evaluation and analytics, and website content support. If fully
implemented, this contract will cost $290,000 annually, for a total not to exceed amount of
$870,000 for up to three years.
Discussion
CPAU’s marketing and communication topics cover energy and water efficiency, renewable
energy, sustainability and climate protection, operations, capital improvement, infrastructure
and safety. CPAU is involved in marketing a variety of programs, including energy and water
efficiency audits, rebates, renewable energy programs, Utilities billing and metering, customer
support services, safety awareness, emergency preparedness and general utilities education.
The communication activities target residents, businesses and industry, schools, community
groups, internal staff, and elected officials that collaborate with the City. This contract, which
will replace the current contract ending December 31, 2016, includes six main tasks. The
contract with Essence will provide market research, strategic campaign planning, graphic
design, marketing evaluation and analytics, and website content support.
Summary of Solicitation Process
Title Utility Marketing, Communication and
Graphic Design Services
RFP Number 17165536
Proposed Length of Project 3 year
RFP Issued August 4, 2016
Number of proposal Packages downloaded 25
Number of vendors notified through City’s
eProcurement system 54
Total Days to Respond to proposal 20 days
Pre-proposal Meeting Date August 11, 2016
Number of Companies at Pre-proposal Meeting 7
Number of Proposals Received 3
Selection Process
The City of Palo Alto issued an RFP in August 2016, notifying 54 potential vendors. A total of 25
vendors downloaded the proposal package. The City scheduled an optional pre-proposal
conference call, in which seven vendors participated. CPAU received three proposals by the
August 24, 2016 deadline. Staff believe that the low number of vendors responding to the RFP
was due to complexity of the requirements for such diverse marketing and communication
needs. Two of the vendors that responded to the RFP were invited to interview with the City.
A staff committee reviewed each proposal, vendor qualifications, and submittal package. The
following selection criteria guided staff’s decision-making: vendor references; qualifications of
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principals and staff; familiarity with the City; financial stability; price competitiveness;
completeness of proposal; proposal clarity; methodology; marketing support; quality of
portfolio; and completeness of response to scope of services. Based on this selection criteria
and committee ranking, staff recommends executing a contract with Essense Partners, a
strategic marketing firm specializing in graphic design, marketing and outreach for the utilities
industry. Essence Partners clearly emerged as a stronger candidate than the other potential
vendor due to their direct experience working with utilities on utility-specific issues.
Essense Partners will provide the following services:
1. Market Research;
2. Strategic Campaign Planning;
3. Graphic Design and Marketing Materials;
4. Analysis & Evaluation;
5. Website; and
6. Contract Management.
Resource Impact
There is no impact to the current CPAU budget. Funds for this contract are included in the FY
2017 Utilities Communication and Demand Side Management program budgets. Expenditures
for subsequent years are subject to annual appropriations. Subject to evaluation of
performance, this contract may be recommended for additional services in the future.
Budget Breakdown- Total Contract Compensation
Contract Year Dates Funds Encumbered
1 11/14/16-11/13/17 $ 290,000.00
2 11/14/17-11/13/18 $ 290,000.00
3 11/14/18-11/13/19 $ 290,000.00
Total $ 870,000.00
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Example Fiscal Year Compensation Breakdown
Utilities
Division Group Project Funding Source Amount
Administration Communications General
Communications
Utilities
Administration
Enterprise Fund
$ 30,000.00
Customer
Support
Services
Customer Service
Billing & General
Customer
Service
Utilities Gas,
Water, Electric &
Wastewater
Enterprise Funds
$ 25,000.00
Resource
Management Resource Planning EV Charging Low Carbon Fuel
Standard Fund $ 10,000.00
Resource
Management Resource Planning Electrification Public Benefits $ 10,000.00
Resource
Management
Utility Program
Services Local Solar Plan Public Benefits $ 15,000.00
Resource
Management
Utility Program
Services
Programs &
Services Public Benefits $200,000.00
Total $290,000.00
Policy Implications
The proposed contract supports the Council-approved Ten-year Energy Efficiency Portfolio Plan,
the Long-term Electric Acquisition Plan, the Gas Utility Long‐term Plan, the Urban Water
Management Plan and Comprehensive Plan Goal N-9. Implementation of marketing services for
efficiency programs supports greenhouse gas reduction goals identified in the Palo Alto Climate
Protection Plan and in the California Global Warming Solutions Act of 2006 (AB 32). Continued
implementation of public awareness campaigns, outreach for utility safety education and
emergency preparedness to customers allows the City to comply with regulatory requirements
and supports the Council-approved legislative policy guidelines.
Environmental Review
Approval of the recommended contract does not meet the definition of a project pursuant to
Section 21065 of the California Public Resources Code, thus no environmental review under
CEQA is required.
Attachments:
Attachment A: Contract with Essense Partners (PDF)
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CITY OF PALO ALTO CONTRACT NO. C17165536
AGREEMENT BETWEEN THE CITY OF PALO ALTO AND
ESSENSE PARTNERS
FOR PROFESSIONAL SERVICES
This Agreement is entered into on this 14th day of November, 2016,
(“Agreement”) by and between the CITY OF PALO ALTO, a California chartered municipal
corporation (“CITY”), and ESSENSE PARTNERS, a New York corporation, located at 125 Park
Avenue, 25th Floor, New York, NY 10017 ("CONSULTANT").
RECITALS
The following recitals are a substantive portion of this Agreement.
A. CITY intends to produce integrated outreach and marketing materials for the
Utilities Resource Management, Customer Support Services and Administration Divisions
(“Projects”) and desires to engage a consultant to provide market research, strategic campaign
planning, graphic design, marketing evaluation and analytics, and website content support in
connection with the Projects (“Services”).
B. CONSULTANT has represented that it has the necessary professional expertise,
qualifications, and capability, and all required licenses and/or certifications to provide the
Services.
C. CITY in reliance on these representations desires to engage CONSULTANT to provide
the Services as more fully described in Exhibit “A”, attached to and made a part of this
Agreement.
NOW, THEREFORE, in consideration of the recitals, covenants, terms, and conditions,
in this Agreement, the parties agree:
AGREEMENT
SECTION 1. SCOPE OF SERVICES. CONSULTANT shall perform the Services described at
Exhibit “A” in accordance with the terms and conditions contained in this Agreement. The
performance of all Services shall be to the reasonable satisfaction of CITY.
SECTION 2. TERM. The term of this Agreement shall be from the date of its full execution
through November 13, 2019 unless terminated earlier pursuant to Section 19 of this Agreement.
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SECTION 3. SCHEDULE OF PERFORMANCE. Time is of the essence in the performance
of Services under this Agreement. CONSULTANT shall complete the Services within the term
of this Agreement and in accordance with the schedule set forth in Exhibit “B”, attached to and
made a part of this Agreement. Any Services for which times for performance are not specified
in this Agreement shall be commenced and completed by CONSULTANT in a reasonably
prompt and timely manner based upon the circumstances and direction communicated to the
CONSULTANT. CITY’s agreement to extend the term or the schedule for performance shall
not preclude recovery of damages for delay if the extension is required due to the fault of
CONSULTANT.
SECTION 4. NOT TO EXCEED COMPENSATION. The compensation to be paid to
CONSULTANT for performance of the Services described in Exhibit “A” (“Basic Services”),
and reimbursable expenses, shall not exceed Two Hundred Ninety Thousand Dollars
($290,000.00) per fiscal year for a not to exceed amount of Eight Hundred Seventy Thousand
($870,000.00) for all three years. CONSULTANT agrees to complete all Basic Services,
including reimbursable expenses, within this amount.
The applicable rates and schedule of payment are set out at Exhibit “C-1”, entitled “HOURLY
RATE SCHEDULE,” which is attached to and made a part of this Agreement. Any work
performed or expenses incurred for which payment would result in a total exceeding the
maximum amount of compensation set forth herein shall be at no cost to the CITY.
Additional Services, if any, shall be authorized in accordance with and subject to the provisions
of Exhibit “C”. CONSULTANT shall not receive any compensation for Additional Services
performed without the prior written authorization of CITY. Additional Services shall mean any
work that is determined by CITY to be necessary for the proper completion of the Project, but
which is not included within the Scope of Services described at Exhibit “A”.
SECTION 5. INVOICES. In order to request payment, CONSULTANT shall submit monthly
invoices to the CITY describing the services performed and the applicable charges (including an
identification of personnel who performed the services, hours worked, hourly rates, and
reimbursable expenses), based upon the CONSULTANT’s billing rates (set forth in Exhibit “C-
1”). If applicable, the invoice shall also describe the percentage of completion of each task. The
information in CONSULTANT’s payment requests shall be subject to verification by CITY.
CONSULTANT shall send all invoices to the City’s Project manager at the address specified in
Section 13 below. The City will process and pay invoices, within thirty (30) days of receipt.
SECTION 6. QUALIFICATIONS/STANDARD OF CARE. All of the Services shall be
performed by CONSULTANT or under CONSULTANT’s supervision. CONSULTANT
represents that it possesses the professional and technical personnel necessary to perform the
Services required by this Agreement and that the personnel have sufficient skill and experience
to perform the Services assigned to them. CONSULTANT represents that it, its employees and
subconsultants, if permitted, have and shall maintain during the term of this Agreement all
licenses, permits, qualifications, insurance and approvals of whatever nature that are legally
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required to perform the Services.
All of the services to be furnished by CONSULTANT under this agreement shall meet the
professional standard and quality that prevail among professionals in the same discipline and of
similar knowledge and skill engaged in related work throughout California under the same or
similar circumstances.
SECTION 7. COMPLIANCE WITH LAWS. CONSULTANT shall keep itself informed of
and in compliance with all federal, state and local laws, ordinances, regulations, and orders that
may affect in any manner the Project or the performance of the Services or those engaged to
perform Services under this Agreement. CONSULTANT shall procure all permits and licenses,
pay all charges and fees, and give all notices required by law in the performance of the Services.
SECTION 8. ERRORS/OMISSIONS. CONSULTANT is solely responsible for costs,
including, but not limited to, increases in the cost of Services, arising from or caused by
CONSULTANT’s errors and omissions, including, but not limited to, the costs of corrections
such errors and omissions, any change order markup costs, or costs arising from delay caused by
the errors and omissions or unreasonable delay in correcting the errors and omissions.
SECTION 9. COST ESTIMATES. If this Agreement pertains to the design of a public works
project, CONSULTANT shall submit estimates of probable construction costs at each phase of
design submittal. If the total estimated construction cost at any submittal exceeds ten percent
(10%) of CITY’s stated construction budget, CONSULTANT shall make recommendations to
CITY for aligning the Project design with the budget, incorporate CITY approved
recommendations, and revise the design to meet the Project budget at no additional cost to CITY.
SECTION 10. INDEPENDENT CONTRACTOR. It is understood and agreed that in
performing the Services under this Agreement CONSULTANT, and any person employed by or
contracted with CONSULTANT to furnish labor and/or materials under this Agreement, shall act
as and be an independent contractor and not an agent or employee of CITY.
SECTION 11. ASSIGNMENT. The parties agree that the expertise and experience of
CONSULTANT are material considerations for this Agreement. CONSULTANT shall not
assign or transfer any interest in this Agreement nor the performance of any of
CONSULTANT’s obligations hereunder without the prior written consent of the city manager.
Consent to one assignment will not be deemed to be consent to any subsequent assignment. Any
assignment made without the approval of the city manager will be void.
SECTION 12. SUBCONTRACTING. Notwithstanding Section 11 above, CITY agrees that
subconsultants may be used to complete the Services. CITY authorizes CONSULTANT to use
subconsultants for photography, videography and other specialty assignments as needed.
CONSULTANT shall be responsible for directing the work of any subconsultants and for any
compensation due to subconsultants. CITY assumes no responsibility whatsoever concerning
compensation. CONSULTANT shall be fully responsible to CITY for all acts and omissions of a
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subconsultant. CONSULTANT shall change or add subconsultants only with the prior approval
of the city manager or his designee.
SECTION 13. PROJECT MANAGEMENT. CONSULTANT will assign Mei Shibata as the
Project director to have supervisory responsibility for the performance, progress, and execution
of the Services and Francesca Jones as the Project coordinator to represent CONSULTANT
during the day-to-day work on the Project. If circumstances cause the substitution of the Project
director, Project coordinator, or any other key personnel for any reason, the appointment of a
substitute Project director and the assignment of any key new or replacement personnel will be
subject to the prior written approval of the CITY’s Project manager. CONSULTANT, at CITY’s
request, shall promptly remove personnel who CITY finds do not perform the Services in an
acceptable manner, are uncooperative, or present a threat to the adequate or timely completion of
the Project or a threat to the safety of persons or property.
CITY’s Project manager is Bruce Lesch, Utilities Department, Resource Management Division,
250 Hamilton Ave Palo Alto, CA 94303, Telephone: 6503292244. The Project manager will be
CONSULTANT’s point of contact with respect to performance, progress and execution of the
Services. CITY may designate an alternate Project manager from time to time.
SECTION 14. OWNERSHIP OF MATERIALS. Upon delivery, all work product, including
without limitation, all writings, drawings, plans, reports, specifications, calculations, documents,
other materials and copyright interests developed under this Agreement shall be and remain the
exclusive property of CITY without restriction or limitation upon their use. CONSULTANT
agrees that all copyrights which arise from creation of the work pursuant to this Agreement shall
be vested in CITY, and CONSULTANT waives and relinquishes all claims to copyright or other
intellectual property rights in favor of the CITY. Neither CONSULTANT nor its contractors, if
any, shall make any of such materials available to any individual or organization without the
prior written approval of the City Manager or designee. CONSULTANT makes no
representation of the suitability of the work product for use in or application to circumstances not
contemplated by the scope of work.
SECTION 15. AUDITS. CONSULTANT will permit CITY to audit, at any reasonable time
during the term of this Agreement and for three (3) years thereafter, CONSULTANT’s records
pertaining to matters covered by this Agreement. CONSULTANT further agrees to maintain and
retain such records for at least three (3) years after the expiration or earlier termination of this
Agreement.
SECTION 16. INDEMNITY.
16.1. To the fullest extent permitted by law, CONSULTANT shall protect,
indemnify, defend and hold harmless CITY, its Council members, officers, employees and
agents (each an “Indemnified Party”) from and against any and all demands, claims, or liability
of any nature, including death or injury to any person, property damage or any other loss,
including all costs and expenses of whatever nature including attorney’s fees, experts fees, court
costs and disbursements (“Claims”) resulting from, arising out of or in any manner related to
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performance or nonperformance by CONSULTANT, its officers, employees, agents or
contractors under this Agreement, regardless of whether or not it is caused in part by an
Indemnified Party.
16.2. Notwithstanding the above, nothing in this Section 16 shall be construed
to require CONSULTANT to indemnify an Indemnified Party from Claims arising from the
active negligence, sole negligence or willful misconduct of an Indemnified Party.
16.3. The acceptance of CONSULTANT’s services and duties by CITY shall
not operate as a waiver of the right of indemnification. The provisions of this Section 16 shall
survive the expiration or early termination of this Agreement.
SECTION 17. WAIVERS. The waiver by either party of any breach or violation of any
covenant, term, condition or provision of this Agreement, or of the provisions of any ordinance
or law, will not be deemed to be a waiver of any other term, covenant, condition, provisions,
ordinance or law, or of any subsequent breach or violation of the same or of any other term,
covenant, condition, provision, ordinance or law.
SECTION 18. INSURANCE.
18.1. CONSULTANT, at its sole cost and expense, shall obtain and maintain, in
full force and effect during the term of this Agreement, the insurance coverage described in
Exhibit "D". CONSULTANT and its contractors, if any, shall obtain a policy endorsement
naming CITY as an additional insured under any general liability or automobile policy or
policies.
18.2. All insurance coverage required hereunder shall be provided through
carriers with AM Best’s Key Rating Guide ratings of A-:VII or higher which are licensed or
authorized to transact insurance business in the State of California. Any and all contractors of
CONSULTANT retained to perform Services under this Agreement will obtain and maintain, in
full force and effect during the term of this Agreement, identical insurance coverage, naming
CITY as an additional insured under such policies as required above.
18.3. Certificates evidencing such insurance shall be filed with CITY
concurrently with the execution of this Agreement. The certificates will be subject to the
approval of CITY’s Risk Manager and will contain an endorsement stating that the insurance is
primary coverage and will not be canceled, or materially reduced in coverage or limits, by the
insurer except after filing with the Purchasing Manager thirty (30) days' prior written notice of
the cancellation or modification. If the insurer cancels or modifies the insurance and provides
less than thirty (30) days’ notice to CONSULTANT, CONSULTANT shall provide the
Purchasing Manager written notice of the cancellation or modification within two (2) business
days of the CONSULTANT’s receipt of such notice. CONSULTANT shall be responsible for
ensuring that current certificates evidencing the insurance are provided to CITY’s Chief
Procurement Officer during the entire term of this Agreement.
18.4. The procuring of such required policy or policies of insurance will not be
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construed to limit CONSULTANT's liability hereunder nor to fulfill the indemnification
provisions of this Agreement. Notwithstanding the policy or policies of insurance,
CONSULTANT will be obligated for the full and total amount of any damage, injury, or loss
caused by or directly arising as a result of the Services performed under this Agreement,
including such damage, injury, or loss arising after the Agreement is terminated or the term has
expired.
SECTION 19. TERMINATION OR SUSPENSION OF AGREEMENT OR SERVICES.
19.1. The City Manager may suspend the performance of the Services, in whole
or in part, or terminate this Agreement, with or without cause, by giving ten (10) days prior
written notice thereof to CONSULTANT. Upon receipt of such notice, CONSULTANT will
immediately discontinue its performance of the Services.
19.2. CONSULTANT may terminate this Agreement or suspend its
performance of the Services by giving thirty (30) days prior written notice thereof to CITY, but
only in the event of a substantial failure of performance by CITY.
19.3. Upon such suspension or termination, CONSULTANT shall deliver to the
City Manager immediately any and all copies of studies, sketches, drawings, computations, and
other data, whether or not completed, prepared by CONSULTANT or its contractors, if any, or
given to CONSULTANT or its contractors, if any, in connection with this Agreement. Such
materials will become the property of CITY.
19.4. Upon such suspension or termination by CITY, CONSULTANT will be
paid for the Services rendered or materials delivered to CITY in accordance with the scope of
services on or before the effective date (i.e., 10 days after giving notice) of suspension or
termination; provided, however, if this Agreement is suspended or terminated on account of a
default by CONSULTANT, CITY will be obligated to compensate CONSULTANT only for that
portion of CONSULTANT’s services which are of direct and immediate benefit to CITY as such
determination may be made by the City Manager acting in the reasonable exercise of his/her
discretion. The following Sections will survive any expiration or termination of this Agreement:
14, 15, 16, 19.4, 20, and 25.
19.5. No payment, partial payment, acceptance, or partial acceptance by CITY
will operate as a waiver on the part of CITY of any of its rights under this Agreement.
SECTION 20. NOTICES.
All notices hereunder will be given in writing and mailed, postage prepaid, by
certified mail, addressed as follows:
To CITY: Office of the City Clerk
City of Palo Alto
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Post Office Box 10250
Palo Alto, CA 94303
With a copy to the Purchasing Manager
To CONSULTANT: Attention of the Project director
at the address of CONSULTANT recited above
SECTION 21. CONFLICT OF INTEREST.
21.1. In accepting this Agreement, CONSULTANT covenants that it presently
has no interest, and will not acquire any interest, direct or indirect, financial or otherwise, which
would conflict in any manner or degree with the performance of the Services.
21.2. CONSULTANT further covenants that, in the performance of this
Agreement, it will not employ subconsultants, contractors or persons having such an interest.
CONSULTANT certifies that no person who has or will have any financial interest under this
Agreement is an officer or employee of CITY; this provision will be interpreted in accordance
with the applicable provisions of the Palo Alto Municipal Code and the Government Code of the
State of California.
21.3. If the Project Manager determines that CONSULTANT is a “Consultant”
as that term is defined by the Regulations of the Fair Political Practices Commission,
CONSULTANT shall be required and agrees to file the appropriate financial disclosure
documents required by the Palo Alto Municipal Code and the Political Reform Act.
SECTION 22. NONDISCRIMINATION. As set forth in Palo Alto Municipal Code section
2.30.510, CONSULTANT certifies that in the performance of this Agreement, it shall not
discriminate in the employment of any person because of the race, skin color, gender, age,
religion, disability, national origin, ancestry, sexual orientation, housing status, marital status,
familial status, weight or height of such person. CONSULTANT acknowledges that it has read
and understands the provisions of Section 2.30.510 of the Palo Alto Municipal Code relating to
Nondiscrimination Requirements and the penalties for violation thereof, and agrees to meet all
requirements of Section 2.30.510 pertaining to nondiscrimination in employment.
SECTION 23. ENVIRONMENTALLY PREFERRED PURCHASING AND ZERO
WASTE REQUIREMENTS. CONSULTANT shall comply with the CITY’s Environmentally
Preferred Purchasing policies which are available at CITY’s Purchasing Department,
incorporated by reference and may be amended from time to time. CONSULTANT shall comply
with waste reduction, reuse, recycling and disposal requirements of CITY’s Zero Waste
Program. Zero Waste best practices include first minimizing and reducing waste; second,
reusing waste and third, recycling or composting waste. In particular, CONSULTANT shall
comply with the following zero waste requirements:
(a) All printed materials provided by CONSULTANT to CITY generated from a
personal computer and printer including but not limited to, proposals, quotes,
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invoices, reports, and public education materials, shall be double-sided and
printed on a minimum of 30% or greater post-consumer content paper, unless
otherwise approved by CITY’s Project Manager. Any submitted materials printed
by a professional printing company shall be a minimum of 30% or greater post-
consumer material and printed with vegetable based inks.
(b) Goods purchased by CONSULTANT on behalf of CITY shall be purchased in
accordance with CITY’s Environmental Purchasing Policy including but not
limited to Extended Producer Responsibility requirements for products and
packaging. A copy of this policy is on file at the Purchasing Division’s office.
(c) Reusable/returnable pallets shall be taken back by CONSULTANT, at no
additional cost to CITY, for reuse or recycling. CONSULTANT shall provide
documentation from the facility accepting the pallets to verify that pallets are not
being disposed.
SECTION 24. COMPLIANCE WITH PALO ALTO MINIMUM WAGE ORDINANCE.
CONSULTANT shall comply with all requirements of the Palo Alto Municipal Code Chapter
4.62 (Citywide Minimum Wage), as it may be amended from time to time. In particular, for any
employee otherwise entitled to the State minimum wage, who performs at least two (2) hours of
work in a calendar week within the geographic boundaries of the City, CONSULTANT shall pay
such employees no less than the minimum wage set forth in Palo Alto Municipal Code section
4.62.030 for each hour worked within the geographic boundaries of the City of Palo Alto. In
addition, CONSULTANT shall post notices regarding the Palo Alto Minimum Wage Ordinance
in accordance with Palo Alto Municipal Code section 4.62.060.
SECTION 25. NON-APPROPRIATION
25.1. This Agreement is subject to the fiscal provisions of the Charter of the
City of Palo Alto and the Palo Alto Municipal Code. This Agreement will terminate without any
penalty (a) at the end of any fiscal year in the event that funds are not appropriated for the
following fiscal year, or (b) at any time within a fiscal year in the event that funds are only
appropriated for a portion of the fiscal year and funds for this Agreement are no longer available.
This section shall take precedence in the event of a conflict with any other covenant, term,
condition, or provision of this Agreement.
SECTION 26. PREVAILING WAGES AND DIR REGISTRATION FOR PUBLIC
WORKS CONTRACTS
26.1 CONSULTANT is not required to pay prevailing wages in the performance
and implementation of the Project in accordance with SB 7 if the contract is not a public works
contract, if the contract does not include a public works construction Project of more than
$25,000, or the contract does not include a public works alteration, demolition, repair, or
maintenance (collectively, ‘improvement’) Project of more than $15,000.
26.2 CONSULTANT shall comply with the requirements of Exhibit “E” for any
contract for public works construction, alteration, demolition, repair or maintenance.
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SECTION 27. MISCELLANEOUS PROVISIONS.
27.1. This Agreement will be governed by the laws of the State of California.
27.2. In the event that an action is brought, the parties agree that trial of such
action will be vested exclusively in the state courts of California in the County of Santa Clara,
State of California.
27.3. The prevailing party in any action brought to enforce the provisions of this
Agreement may recover its reasonable costs and attorney’s fees expended in connection with that
action. The prevailing party shall be entitled to recover an amount equal to the fair market value
of legal services provided by attorneys employed by it as well as any attorneys’ fees paid to third
parties.
27.4. This document represents the entire and integrated agreement between the
parties and supersedes all prior negotiations, representations, and contracts, either written or oral.
This document may be amended only by a written instrument, which is signed by the parties.
27.5. The covenants, terms, conditions and provisions of this Agreement will
apply to, and will bind, the heirs, successors, executors, administrators, assignees, and
consultants of the parties.
27.6. If a court of competent jurisdiction finds or rules that any provision of this
Agreement or any amendment thereto is void or unenforceable, the unaffected provisions of this
Agreement and any amendments thereto will remain in full force and effect.
27.7. All exhibits referred to in this Agreement and any addenda, appendices,
attachments, and schedules to this Agreement which, from time to time, may be referred to in
any duly executed amendment hereto are by such reference incorporated in this Agreement and
will be deemed to be a part of this Agreement.
27.8 In the event of a conflict between the terms of this Agreement and the
exhibits hereto or CONSULTANT’s proposal (if any), the Agreement shall control. In the case
of any conflict between the exhibits hereto and CONSULTANT’s proposal, the exhibits shall
control.
27.9 If, pursuant to this contract with CONSULTANT, CITY shares with
CONSULTANT personal information as defined in California Civil Code section 1798.81.5(d)
about a California resident (“Personal Information”), CONSULTANT shall maintain reasonable
and appropriate security procedures to protect that Personal Information, and shall inform City
immediately upon learning that there has been a breach in the security of the system or in the
security of the Personal Information. CONSULTANT shall not use Personal Information for
direct marketing purposes without City’s express written consent.
27.10 All unchecked boxes do not apply to this agreement.
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27.11 The individuals executing this Agreement represent and warrant that they
have the legal capacity and authority to do so on behalf of their respective legal entities.
27.12 This Agreement may be signed in multiple counterparts, which shall, when
executed by all the parties, constitute a single binding agreement.
IN WITNESS WHEREOF, the parties hereto have by their duly authorized
representatives executed this Agreement on the date first above written.
CITY OF PALO ALTO
City Manager or Designee
APPROVED AS TO FORM:
City Attorney or Designee
ESSENSE PARTNERS
Officer 1
By:
Name: Mei Shibata
Title: CEO
Officer 2
By:
Name: Geoff Wyatt
Title: COO
Attachments:
EXHIBIT “A”: SCOPE OF SERVICES
EXHIBIT “B”: SCHEDULE OF PERFORMANCE
EXHIBIT “C”: COMPENSATION
EXHIBIT “C-1”: SCHEDULE OF RATES
EXHIBIT “D”: INSURANCE REQUIREMENTS
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EXHIBIT “A”
SCOPE OF SERVICES
Task 1: Market Research
CONSULTANT shall work with CITY staff to develop and implement market research to
identify the various segments of Palo Alto’s customer base and the issues/concerns of each
segment as well as develop strategy to reach and engage each group. CONSULTANT will gather
data by conducting research (primary and/or secondary*) to gain insight into consumers’
perceptions as well as evaluate the impact of existing CITY programs and educational efforts.
*Secondary research needs will be determined based on CITY requirements for each individual
campaign or Project.
Deliverables:
Key findings report
Research summary
Market analysis
Customer journey mapping
Task 2: Strategic Campaign Planning. CONSULTANT will assess the market research findings
and work closely with CITY staff to develop integrated outreach strategies and materials.
CONSULTANT will develop a marketing roadmap for CITY’s customer service, efficiency and
customer renewable programs, safety awareness, emergency preparedness and general utility
education initiatives.
Deliverables:
An annual outreach plan at the start of each calendar year or fiscal year, based on scheduling and
reporting requirements, as discussed and agreed upon by CITY staff and CONSULTANT,
incorporating the following attributes:
Use of a variety of outreach mechanisms/media
Identification of barriers and proposed solutions
Use of commitments, prompts, norms and incentives
Use of community-based social marketing (CBSM)
Incorporate appropriate analytics tracking into campaign design
Task 3: Graphic Design and Marketing Materials. CONSULTANT will develop distinctive
creative concepts tailored to CITY’s target audience, while remaining consistent with CITY
branding. Examples of CITY audiences include: residents, businesses and industry, schools and
community groups, internal staff, elected officials and/or other government agencies with whom
the City collaborates. CONSULTANT shall collaborate with Project manager at the start of each
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calendar or fiscal year, whichever is most appropriate for scheduling and developing strategic
communication campaigns, to develop annual outreach materials, incorporating traditional and
new media.
Specifically, CONSULTANT shall assist CITY with creating outreach materials and provide
graphic design services to include, but not limited to:
a) Utility bill inserts, print ads, Op-Ed pieces, factsheets, newspaper articles, displays,
brochures
b) High-resolution photographs with a regional context (including original photography if
needed)
c) Images, charts, infographics and graphs clearly explaining complicated information or a
compelling call to action
d) Videos and animated images for a variety of uses including but not limited to online and
classroom education videos, television commercials, and other dynamic media
advertisements
e) Movie making, including story and script development, animation and graphics
f) Promotional items for residents, schools, special events, and businesses
g) Customized illustrations and artwork for a variety of formats
h) Coordinate with outside printers and in-house CITY copying services
Deliverables:
High resolution design files for each requested campaign delivered to CITY vendors
upon request (Prodigy, The Post, The Weekly, Facebook Ads etc.)
High resolution design file archive for each piece of marketing material transferred to
CITY on a monthly basis via DropBox or other agreed upon means of transfer
Task 4: Evaluation & Analytics. CONSULTANT shall work with CITY staff to run
comprehensive analytics on marketing efforts in order to focus campaign direction and assess
cost effectiveness.
Quantitative methods can include but are not limited to:
a) A/B testing
b) Google analytics
c) Beta testing/focus groups
d) Customer-wide survey tactics and analytics
Deliverables:
Annual, quarterly and ad hoc reports on completed Projects or campaigns including:
o marketing analysis (demographics, click rates, program participation numbers
etc.)
o lessons learned
o application of analytical insights to strategic planning
o benchmark of CITY campaigns against industry
o Cost effectiveness
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Task 5: Website
CONSULTANT shall:
a) Evaluate the CITY website and recommend how to make it more engaging, educational and
interactive
b) Assist CITY staff in developing creative elements for the website including photographs,
graphics, charts, videos, games and other elements
c) Assist CITY staff in organizing the website architecture and page mapping
Deliverables:
Evaluation report with site improvement proposal
Proposed website improvement timeline
Improve site based on CITY work order request form
Task 6: Contract Management
Consultant shall maintain Project management relationship with CITY by keeping up an active
shared Project tracking list and annual report to be reviewed during:
6.1) Two in-person meetings per year at CITY offices, including one initial kick-off
meeting the first year
6.2) Check-in calls or webinars upon CITY request
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EXHIBIT “B”
SCHEDULE OF PERFORMANCE
CONSULTANT shall perform the Services so as to complete each Project on an as needed
agreed upon basis. The time to complete each milestone may be increased or decreased by
mutual written agreement of the Project managers for CONSULTANT and CITY so long as all
work is completed within the term of the Agreement. CONSULTANT shall provide a detailed
schedule of work consistent with the schedule below within 2 weeks of receipt of the notice to
proceed.
For each Project CITY shall submit to CONSULTANT a work order request form outlining the
goal and scope of the Project. CONSULTANT shall provide CITY with a written estimate for
each Project. CONSULTANT shall not begin work on any Project until CITY approves estimate.
Tasks Timeline
1. Task 1: Market Research Ongoing as needed
2. Task 2: Strategic Planning Ongoing as needed
3. Task 3: Graphic Design & Marketing Ongoing as needed
4. Task 4: Analysis & Evaluation Ongoing as needed
5. Task 5: Website Ongoing as needed
6. Task 6: Contract Management Ongoing as needed
Task 6.1: In-Person Meeting Within 30 days of contract
execution; then every 6 months
Task 6.2: Calls/Webinars Monthly and as needed
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EXHIBIT “C”
COMPENSATION
The CITY agrees to compensate the CONSULTANT for professional services performed
in accordance with the terms and conditions of this Agreement based on the hourly rate
schedule attached as Exhibit C-1.
The compensation to be paid to CONSULTANT under this Agreement for all services,
additional services, and reimbursable expenses shall not exceed the amount(s) stated in
Section 4 of this Agreement. CONSULTANT agrees to complete all Services and
Additional Services, within this/these amount(s). Any work performed or expenses
incurred for which payment would result in a total exceeding the maximum amount of
compensation set forth in this Agreement shall be at no cost to the CITY.
The administrative, overhead, secretarial time or secretarial overtime, word processing,
photocopying, in-house printing, insurance and other ordinary business expenses are
included within the scope of payment for services and are not reimbursable expenses.
ADDITIONAL SERVICES
The CONSULTANT shall provide additional services only by advanced, written
authorization from the CITY. The CONSULTANT, at the CITY’s Project manager’s
request, shall submit a detailed written proposal including a description of the scope of
services, schedule, level of effort, and CONSULTANT’s proposed maximum
compensation, including reimbursable expenses, for such services based on the rates set
forth in Exhibit C-1. The additional services scope, schedule and maximum
compensation shall be negotiated and agreed to in writing by the CITY’s Project Manager
and CONSULTANT prior to commencement of the services. Payment for additional
services is subject to all requirements and restrictions in this Agreement.
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Budget Breakdown- Total Contract Compensation
Contract Year Dates Funds Encumbered
1 11/14/16-11/13/17 $ 290,000.00
2 11/14/17-11/13/18 $ 290,000.00
3 11/14/18-11/13/19 $ 290,000.00
Total $ 870,000.00
Example Fiscal Year Compensation Breakdown
Utilities Division Group Project Funding Source Amount
Administration Communications
General
Communications
Utilities
Administration
Enterprise Fund $ 30,000.00
Customer Support
Services Customer Service
Billing & General
Customer Service
Utilities Gas,
Water, Electric &
Wastewater
Enterprise Funds $ 25,000.00
Resource Management Resource Planning EV Charging
Low Carbon Fuel
Standard Fund $ 10,000.00
Resource Management Resource Planning Electrification Public Benefits $ 10,000.00
Resource Management Utility Program Services Local Solar Plan Public Benefits $ 15,000.00
Resource Management Utility Program Services Programs & Services Public Benefits $ 200,000.00
Total $ 290,000.00
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EXHIBIT “C-1”
SCHEDULE OF RATES
Role
CEO $225
Project/Account Manager $150
Senior Strategist $200
Senior Copywriter $165
Copywriter $110
Editor $150
Event Coordinator $150
Creative Director $155
Graphics Designer $110
Market Researcher $150
Media Coordinator $165
Outreach Coordinator $150
Videographer $165
Developer $165
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EXHIBIT “D”
INSURANCE REQUIREMENTS
CONTRACTORS TO THE CITY OF PALO ALTO (CITY), AT THEIR SOLE EXPENSE, SHALL FOR THE TERM OF THE CONTRACT
OBTAIN AND MAINTAIN INSURANCE IN THE AMOUNTS FOR THE COVERAGE SPECIFIED BELOW, AFFORDED BY
COMPANIES WITH AM BEST’S KEY RATING OF A-:VII, OR HIGHER, LICENSED OR AUTHORIZED TO TRANSACT
INSURANCE BUSINESS IN THE STATE OF CALIFORNIA.
AWARD IS CONTINGENT ON COMPLIANCE WITH CITY’S INSURANCE REQUIREMENTS, AS SPECIFIED, BELOW:
REQUIRE
D TYPE OF COVERAGE REQUIREMENT MINIMUM LIMITS
EACH
OCCURRENCE AGGREGATE
YES
YES
WORKER’S COMPENSATION
EMPLOYER’S LIABILITY STATUTORY
STATUTORY
YES
GENERAL LIABILITY, INCLUDING
PERSONAL INJURY, BROAD FORM
PROPERTY DAMAGE BLANKET
CONTRACTUAL, AND FIRE LEGAL
LIABILITY
BODILY INJURY
PROPERTY DAMAGE
BODILY INJURY & PROPERTY DAMAGE
COMBINED.
$1,000,000
$1,000,000
$1,000,000
$1,000,000
$1,000,000
$1,000,000
YES AUTOMOBILE LIABILITY, INCLUDING
ALL OWNED, HIRED, NON-OWNED
BODILY INJURY - EACH PERSON
- EACH OCCURRENCE
PROPERTY DAMAGE
BODILY INJURY AND PROPERTY
DAMAGE, COMBINED
$1,000,000
$1,000,000
$1,000,000
$1,000,000
$1,000,000
$1,000,000
$1,000,000
$1,000,000
$1,000,000
$1,000,000
PROFESSIONAL LIABILITY,
INCLUDING, ERRORS AND OMISSIONS,
MALPRACTICE (WHEN APPLICABLE),
AND NEGLIGENT PERFORMANCE
ALL DAMAGES $1,000,000
YES THE CITY OF PALO ALTO IS TO BE NAMED AS AN ADDITIONAL INSURED: CONTRACTOR, AT ITS SOLE COST AND EXPENSE, SHALL OBTAIN AND MAINTAIN, IN FULL FORCE AND EFFECT THROUGHOUT THE ENTIRE TERM OF ANY
RESULTANT AGREEMENT, THE INSURANCE COVERAGE HEREIN DESCRIBED, INSURING NOT ONLY CONTRACTOR AND ITS
SUBCONSULTANTS, IF ANY, BUT ALSO, WITH THE EXCEPTION OF WORKERS’ COMPENSATION, EMPLOYER’S LIABILITY AND
PROFESSIONAL INSURANCE, NAMING AS ADDITIONAL INSUREDS CITY, ITS COUNCIL MEMBERS, OFFICERS, AGENTS,
AND EMPLOYEES.
I. INSURANCE COVERAGE MUST INCLUDE:
A. A PROVISION FOR A WRITTEN THIRTY (30) DAY ADVANCE NOTICE TO CITY OF CHANGE IN
COVERAGE OR OF COVERAGE CANCELLATION; AND
B. A CONTRACTUAL LIABILITY ENDORSEMENT PROVIDING INSURANCE COVERAGE FOR
CONTRACTOR’S AGREEMENT TO INDEMNIFY CITY.
C. DEDUCTIBLE AMOUNTS IN EXCESS OF $5,000 REQUIRE CITY’S PRIOR APPROVAL.
II. CONTACTOR MUST SUBMIT CERTIFICATES(S) OF INSURANCE EVIDENCING REQUIRED COVERAGE AT
THE FOLLOWING URL: https://www.planetbids.com/portal/portal.cfm?CompanyID=25569.
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III. ENDORSEMENT PROVISIONS, WITH RESPECT TO THE INSURANCE AFFORDED TO “ADDITIONAL
INSUREDS”
A. PRIMARY COVERAGE
WITH RESPECT TO CLAIMS ARISING OUT OF THE OPERATIONS OF THE NAMED INSURED, INSURANCE AS
AFFORDED BY THIS POLICY IS PRIMARY AND IS NOT ADDITIONAL TO OR CONTRIBUTING WITH ANY OTHER
INSURANCE CARRIED BY OR FOR THE BENEFIT OF THE ADDITIONAL INSUREDS.
B. CROSS LIABILITY
THE NAMING OF MORE THAN ONE PERSON, FIRM, OR CORPORATION AS INSUREDS UNDER THE POLICY
SHALL NOT, FOR THAT REASON ALONE, EXTINGUISH ANY RIGHTS OF THE INSURED AGAINST ANOTHER,
BUT THIS ENDORSEMENT, AND THE NAMING OF MULTIPLE INSUREDS, SHALL NOT INCREASE THE TOTAL
LIABILITY OF THE COMPANY UNDER THIS POLICY.
C. NOTICE OF CANCELLATION
1. IF THE POLICY IS CANCELED BEFORE ITS EXPIRATION DATE FOR ANY REASON
OTHER THAN THE NON-PAYMENT OF PREMIUM, THE CONSULTANT SHALL PROVIDE
CITY AT LEAST A THIRTY (30) DAY WRITTEN NOTICE BEFORE THE EFFECTIVE DATE
OF CANCELLATION.
2. IF THE POLICY IS CANCELED BEFORE ITS EXPIRATION DATE FOR THE NON-
PAYMENT OF PREMIUM, THE CONSULTANT SHALL PROVIDE CITY AT LEAST A TEN
(10) DAY WRITTEN NOTICE BEFORE THE EFFECTIVE DATE OF CANCELLATION.
VENDORS ARE REQUIRED TO FILE THEIR EVIDENCE OF INSURANCE
AND ANY OTHER RELATED NOTICES WITH THE CITY OF PALO ALTO AT
THE FOLLOWING URL:
HTTPS://WWW.PLANETBIDS.COM/PORTAL/PORTAL.CFM?COMPANYID=25569
OR
HTTP://WWW.CITYOFPALOALTO.ORG/GOV/DEPTS/ASD/PLANET_BIDS_HOW_TO.ASP
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