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HomeMy WebLinkAboutTripepi Smith Standing PO Agreement Fully ExecutedTown of Los Altos Hills Page 1 of 3 Short form Updated 4/26/22 AGREEMENT THIS AGREEMENT is made and entered into on the 15th day of February, 2024 by and between the TOWN OF LOS ALTOS HILLS (hereinafter referred to as "TOWN") and TRIPEPI SMITH (hereinafter referred to as "CONTRACTOR"). In consideration of their mutual covenants, the parties hereto agree as follows: 1. CONTRACTOR. Shall provide or furnish the following specified services and/or materials: Communication and graphic design support for the Quarterly and Activity Guide publications from the Town 2.EXHIBITS. The following attached exhibits are hereby incorporated into and made a part of this Agreement: Proposal from CONTRACTOR dated February 2024 3.TERMS. The services and/or materials furnished under this Agreement shall have an initial term of 365 days commencing on 02/15/24 and renew for one (1) year periods for four (4) consecutive terms ending on 02/14/29, unless terminated pursuant to Section 5(f). 4.COMPENSATION. For the full performance of this Agreement: a.TOWN shall pay CONTRACTOR an amount not to exceed sixty five thousand dollars and zero cents ($65,000) annually, within thirty (30) days following receipt of invoice and completion/delivery of services/goods as detailed in Sections 1, 2, and 3 of this Agreement and only upon satisfactory delivery/completion of goods/services in a manner consistent with professional/industry standards for the area in which CONTRACTOR operates. TOWN is not responsible for paying for any work done by CONTRACTOR or any subcontractor above and beyond the not to exceed amount. b.Town shall not reimburse for any of CONTRACTOR's costs or expenses to deliver any services/goods. Town shall not be responsible for any interest or late charges on any payments from Town to CONTRACTOR. c.CONTRACTOR is responsible for monitoring its own forces/employees/agents/ subcontractors to ensure delivery of goods/services within the terms of this Agreement. TOWN will not accept or compensate CONTRACTOR for incomplete goods/services. Town of Los Altos Hills Page 2 of 3 Short form Updated 4/26/22 5. GENERAL TERMS AND CONDITIONS. a. HOLD HARMLESS. CONTRACTOR agrees to indemnify, defend and hold harmless the TOWN, its officers, agents and employees from any and all demands, claims or liability of personal injury (including death) and property damage of any nature, caused by or arising out of the performance of CONTRACTOR under this Agreement. With regard to CONTRACTOR’S work product, CONTRACTOR agrees to indemnify, defend and hold harmless the TOWN, its officers, agents and employees from any and all demands, claims or liability of any nature to the extent caused by the negligent performance of CONTRACTOR under this Agreement. b. NON-DISCRIMINATION. No discrimination shall be made in the employment of persons under this Agreement because of the race, color, national origin, age, ancestry, religion or sex of such person. c. INTEREST OF CONTRACTOR. It is understood and agreed that this Agreement is not a contract of employment and does not create an employer-employee relationship between the TOWN and CONTRACTOR. At all times CONTRACTOR shall be an independent contractor and CONTRACTOR is not authorized to bind the TOWN to any contracts or other obligations without the express written consent of the TOWN. In executing this Agreement, CONTRACTOR certifies that no one who has or will have any financial interest under this Agreement is an officer or employee of TOWN. d. CHANGES. This Agreement shall not be assigned or transferred without advance written consent of the TOWN. No changes or variations of any kind are authorized without the written consent of the City Manager. This Agreement may only be amended by a written instrument signed by both parties. e. TERMINATION. This Agreement may be terminated by TOWN upon seven (7) days written notice to CONTRACTOR. Monies owed for work satisfactorily completed shall be paid to CONTRACTOR within 14 days of termination. f. RECORDS. All reports, data, maps, models, charts, studies, surveys, calculations, photographs, memoranda, plans, studies, specifications, records, files, or any other documents or materials, in electronic or any other form, that are prepared or obtained pursuant to this Agreement and that relate to the matters covered hereunder shall be the property of the TOWN. CONTRACTOR hereby agrees to deliver those documents to the TOWN at any time upon demand of the TOWN. It is understood and agreed that the documents and other materials, including but not limited to those described above, prepared pursuant to this Agreement are prepared specifically for the TOWN and are not necessarily suitable for any future or other use. Failure by CONTRACTOR to deliver these documents to the TOWN within a reasonable time period or as specified by the TOWN shall be a material breach of this Agreement. TOWN and CONTRACTOR agree that until final approval by TOWN, all data, plans, specifications, reports and other documents are preliminary drafts not kept by the TOWN in the ordinary Town of Los Altos Hills Page 3 of 3 Short form Updated 4/26/22 course of business and will not be disclosed to third parties without prior written consent of both parties. All work products submitted to the TOWN pursuant to this Agreement shall be deemed a "work for hire.” Upon submission of any work for hire pursuant to this Agreement, and acceptance by the TOWN as complete, non- exclusive title to copyright of said work for hire shall transfer to the TOWN. The compensation recited in Section 4 shall be deemed to be sufficient consideration for said transfer of copyright. CONTRACTOR retains the right to use any project records, documents and materials for marketing of their professional services. g. CONTRACT ADMINISTRATION. The TOWN hereby designates the Assistant to the City Manager and the City Manager as Contract Administrator for this agreement. The CONTRACTOR shall only take direction regarding the services provided under this Agreement from the Contract Administrator. Furthermore, CONTRACTOR agrees that the Contract Administrator shall be included any meeting, teleconference or written communication between any Town representative including Committee members and the CONTRACTOR. The TOWN may modify the Contract Administrator at any time upon providing written notice to the CONTRACTOR. h. ENTIRE AGREEMENT. This Agreement represents the entire agreement between the Parties. Any ambiguities or disputed terms between this Agreement and any attached Exhibits shall be interpreted according to the language in this Agreement and not the Exhibits. 6. INVOICING. Send all invoices to the contract coordinator at the address below. This Agreement shall become effective upon its approval and execution by TOWN. In witness whereof, the parties have executed this Agreement the day and year first written above. CONTRACT COORDINATOR and representative for TOWN: CONTRACTOR: Cody Einfalt Assistant to the City Manager Town of Los Altos Hills By: 26379 Fremont Road Signature Date Los Altos Hills, CA 94022 Print name, Title TOWN OF LOS ALTOS HILLS: By: Cody Einfalt, Assit. To the City Manager 3/12/24 1 Proposed Scope of Work for Ongoing Newsletter and Activity Guide Services One-Time Service(s) Combined “Quarterly” Newsletter and Activity Guide Template Tripepi Smith will create a combined ~30-page quarterly newsletter and activity guide template. Inclusive of graphic design production of two drafts (draft, final) and a kick-off meeting. Fixed Flat Fee of $1,400 Ongoing Services “Quarterly” Newsletter Production Tripepi Smith will assist in producing the Los Altos Hills “Quarterly” Newsletter twice a year. Assistance includes but is not limited to project management, copy editing, print management and graphic design production. The creation of custom artwork is excluded from this scope but will also be available on an ad hoc basis. Inclusive of two drafts per edition (draft, final). Priced at $4,050 per edition or $8,100 per year. Combined “Quarterly” Newsletter and Activity Guide Tripepi Smith will assist in producing a combined Los Altos Hills “Quarterly” Newsletter and Activity Guide twice a year. Assistance includes but is not limited to project management, copy editing, activity vendor coordination, print management and graphic design production. The creation of custom artwork is excluded from this scope but will also be available on an ad hoc basis. Inclusive of two drafts per edition (draft, final). Priced at $11,775 per edition or $23,550 per year. Total annual fee for ongoing services: $31,650 per year Monthly Retainer Flat Fee: $2,637.50 per month Additional Public Engagement and Communications Support Tripepi Smith will be on standby to provide additional public engagement and communications support upon request from the Town. Examples include but are not limited to in-person communication meetings, as-needed crisis communications support, social media and social media metrics reporting, City Council Strategic planning, video production, photography services, virtual meetings/events and website updates. Available on an ad-hoc basis. 2 Pricing Tripepi Smith has proposed a Retainer agreement with Fixed Fee components and additional Ad Hoc services as needed. Tripepi Smith’s Ad Hoc hourly rates for FY 2023-2024 are listed below and will be available to the Town for any additional services provided. Title Hourly - Standard Hourly - Retainer Principal $350.00 $295.00 Director $240.00 $215.00 Art/Creative Director $240.00 $215.00 Senior Business Analyst $190.00 $165.00 Business Analyst $130.00 $110.00 Junior Business Analyst $105.00 $90.00 Senior Videographer/Animator $190.00 $165.00 Senior Photographer $160.00 $135.00 Videographer/Photographer $120.00 $100.00 Senior Graphic Designer $175.00 $145.00 Graphic Designer $120.00 $100.00 Junior Graphic Designer $105.00 $90.00 Web Developer $195.00 $165.00 Drone Operator $195.00 $165.00 Council Chamber A/V Operator $105.00 $95.00 Time and Materials Billing Any requested ad hoc work will be invoiced at the end of the month in which the work was done. Terms are net 30 days. Time & Materials Billing Increments For ad hoc work, time at Tripepi Smith is billed in 15 -minute increments – i.e. we invoice our time in the following examples: 1.25, 0.75, 4.0 or 6.5 hours. Annual Increase Tripepi Smith will increase the hourly rates and retainer fees for all resources by five percent (5%) or the national CPI index–whichever is higher-each year on the anniversary of the contract, starting on the first anniversary of any contract when the contract duration is longer than one year. Otherwise, new rates will be negotiated with each new contract renewal period. Retainer Discounted Time and Materials Rates 3 When client monthly retainers exceed six-thousand-seven-hundred-fifty dollars ($6,750) a month, they have access to our reduced Hourly – Retainer rates noted below. Otherwise, any ad hoc work done outside the scope of the Retainer would be at the Hourly – Standard rates. Other Costs Because Tripepi Smith offers a broad set of services, including extensive content production, we have some other content production-related fees that may come up during our engagement that we want to tell you about. Travel Costs Travel costs must be pre-authorized and then will be reimbursed by the Town for any requested travel. Travel costs to be covered are for airfare, lodging and car rental. If Tripepi Smith is requested to be onsite, we will invoice for travel time at half rate of the resource’s applicable Hourly Rate. Equipment Costs Tripepi Smith offers some services that require equipment, such as drone operations and video production. As such, in those cases, the following rates apply: Title Half Day Full Day Video Equipment $400 $600 Drone Equipment N/A $500 • Six-hundred ($600) for a full day of video equipment use (includes full set of video equipment). Full day is defined as a shoot lasting four (4) or more hours. • Four-hundred dollars ($400) for a half day of video equipment use. Half day is defined as anything under four (4) hours of video production. All such expenses will be authorized by the Town prior to fee being assessed. • Five-hundred dollars ($500) per day drone fee applies and is not inclusive of the drone operator time (Drone Operator rate). Service Fees Typically, Tripepi Smith prefers to have service providers bill the client directly to avoid additional administrative costs and because we have no economic interest in the service provider selection. If Tripepi Smith is asked to pay the bill for the client, we will apply a ten percent (10%) agency fee to the reimbursement expense. Typical services include, but are not limited to: Print Costs: Tripepi Smith is happy to use a printer of the client’s choosing for print production work, or to recommend a printer with whom we have experience. Digital Advertising: Tripepi Smith is a Google Partner and Constant Contact Solution Provider and has Facebook Certified staff. We consider digital platforms to be a cornerstone element of any outreach strategy; often this comes with digital advertising fees. Media Placement: Tripepi Smith can help liaise on behalf of the Town for advertising space within various mediums, such as newspapers, magazines or websites. Voiceover, Translation and Closed Caption Fees : Tripepi Smith occasionally uses third -party resources to record voiceovers for videos, generate closed captions for videos, and for non-English language translations. Tripepi Smith Partnership Discounts Tripepi Smith has financial interest in certain related entities. These partnerships allow Tripepi Smith to offer clients extra media reach or additional services at partner pricing. Partnerships include: PublicCEO – digital news about public affairs, reaching over 10,000 California government executives https://www.publicceo.com 4 Civic Business Journal – digital interest stories about the people in local government https://www.civicbusinessjournal.com FlashVote – planning, implementing, measuring civic surveys https://www.flashvote.com TS Talent Solutions – talent search services for local government and related agencies https://www.tstalentsolutions.com/