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HomeMy WebLinkAbout23-140 - The Vida Agency - Transportation Demand Management Program Outreach Materials City of Tukwila Contract Number: 23-140 Council Approval N/A 6200 Southcenter Boulevard, Tukwila WA 98188 CONTRACT FOR SERVICES This Agreement is entered into by and between the City of Tukwila, Washington, a non-charter The Vida Agency , hereinafter rd ated at 110 3Ave N, Ste. 101, Edmonds, WA 98020. WHEREAS, the City has determined the need to have certain services performed for its citizens but does not have the manpower or expertise to perform such services; and WHEREAS, the City desires to havethe Contractor perform such services pursuant to certain terms and conditions; now, therefore, IN CONSIDERATION OF the mutual benefits and conditions hereinafter contained, the parties hereto agree as follows: 1.Scope and Schedule of Services to be Performed by Contractor. The Contractor shall perform those services described on Exhibit Aattached hereto and incorporated herein by this reference as if fully set forth. In performing such services, the Contractor shall at all times comply with all Federal, State, and local statutes, rules and ordinances applicable to the performance of such services and the handling of any funds used in connection therewith. The Contractor shall request and obtain prior written approval from the City if the scope or schedule is to be modified in any way. 2.Compensation and Method of Payment. The City shall pay the Contractor for services rendered according to the rate and method set forth on Exhibit Battached hereto and incorporated herein by this $24,773 reference. The totalamount to be paid shall not exceed . 3.Contractor Budget. The Contractor shall apply the funds received under this Agreement within the maximum limits set forth in this Agreement. The Contractor shall request prior approval from the City wheneverthe Contractor desires to amend its budget in any way. 4.Duration of Agreement. This Agreement shall be in full force and effect for a period commencing August 1,2023November 30, 2023 , and ending , unless sooner terminated under the provisions hereinafter specified. 5.Independent Contractor. Contractor and City agree that Contractor is an independent contractor with respect to the services provided pursuant to this Agreement. Nothing in this Agreement shall be considered to create the relationship of employer and employee between the parties hereto. Neither Contractor nor any employee of Contractor shall be entitled to any benefits accorded City employees by virtue of the services provided under this Agreement. The City shall not be responsiblefor withholding or otherwise deducting federal income tax or social security or contributing to the State Industrial Insurance Program, or otherwise assuming the duties of an employer with respect to the Contractor, or any employee of the Contractor. Page 1of 11 6.Indemnification. The Contractor shall defend, indemnify and hold the Public Entity, its officers, agents, officials, employees and volunteers harmless from any and all claims, injuries, damages, losses or suits including attorney fees, arising out of or inconnection with the performance of this Agreement, except for injuries and damages caused by the sole negligence of the Public Entity. Should a court of competent jurisdiction determine that this Agreement is subject to RCW 4.24.115, then, in the event of liability for damages arising out of bodily injury to persons or damages to property caused by or resulting from the concurrent negligence of the Contractor and the Public Entity, its lity hereunder shall be only to the Insurance, Title 51 RCW, solely for the purposes of this indemnification. This waiver has been mutually negotiated by the parties. The provisions of this section shall survive the expiration or termination of this Agreement. 7.Insurance. The Contractor shall procure and maintain for the duration of the Agreement, insurance against claims for injuries to persons or damage to property which may arise from or in connection with the performance of the work hereunder by the Contractor, their agents, representatives, employees or herein shall not be construed to limit the liability of the Contractor to the coverage provided by such insurance, or o Minimum Scope of Insurance. A.Contractor shall obtain insurance of the types and with the limits described below: 1.Automobile Liabilityinsurance with a minimum combined single limit for bodily injury and property damage of $1,000,000 per accident. Automobile liability insurance shall cover all owned, non-owned, hired and leased vehicles. Coverage shall be written on Insurance Services Office (ISO) form CA 00 01 or a substituteform providing equivalent liability coverage. If necessary, the policy shall be endorsed to provide contractual liability coverage. 2.Commercial General Liabilityinsurance with limits no less than $2,000,000 each occurrence, $2,000,000 general aggregate and $2,000,000 products-completed operations aggregate limit. Commercial General Liability insurance shall be written on ISO occurrence form CG 00 01 and shall cover liability arising from premises, operations, independent contractors, products- completed operations, stop gap liability, personal injury and advertising injury, and liability assumed under an insured contract. The Commercial General Liability insurance shall be endorsed to provide the Aggregate Per Project Endorsement ISO form CG 25 03 11 85 or an equivalent endorsement. There shall be no endorsement or modification of the Commercial General Liability Insurance for liability arising from explosion, collapse or underground property s Commercial General Liability insurance policy with respect to the work performed for the City using ISO Additional Insured endorsement CG 20 10 10 01 and Additional Insured-Completed Operations endorsement CG 20 37 10 01 or substitute endorsements providing equivalent coverage. 3.coverage as required by the Industrial Insurance laws of the State of Washington. Public Entity Full Availability of Contractor Limits B.. If the Contractor maintains higher insurance limits than the minimums shown above, the Public Entity shall be insured for the full available limits of Commercial General and Excess or Umbrella liability maintained by the Contractor, irrespective of whether such limits maintained by the Contractor are greater than those requiredby this Contract or whether any certificate of insurance furnished to the Public Entity evidences limits of liability lower than those maintained by the Contractor. Page 2of 11 Other Insurance Provision. C. Liability insurance policies are to contain, or be endorsed to contain that they shall be primary insurance with respect to the City. Any insurance, self-insurance, or insurance pool coverage mai it. Acceptability of Insurers. D.Insurance is to be placed with insurers with a current A.M. Best rating of not less than A: VII. Verification of Coverage. E.Contractor shall furnish the City with original certificates and a copy of the amendatory endorsements, including but not necessarily limited to the additional insured endorsement, evidencing the insurance requirements of the Contractor before commencement of the work.Upon request by the City, the Contractor shall furnish certified copies of all required insurance policies, including endorsements, required in this Agreement and evidence of all Subcontractors. F.The Contractor shall cause each and every Subcontractor to provide insurance coverage that complies with all applicable requirements of the Contractor-provided insurance as set forth herein, except the Contractor shall have sole responsibility for determining the limits of coverage required to be obtained by Subcontractors.The Contractor shall ensure that the Public insurance policy using an endorsement as least as broad as ISO CG 20 10 10 01 for ongoing operations and CG 20 37 10 01 for completed operations. Notice of Cancellation. G.The Contractor shall provide the City and all Additional Insureds for this work with written notice of any policy cancellation, within two business days of their receipt of such notice. Failure to Maintain Insurance. H.Failure on the part of the Contractor to maintain the insurance as required shall constitute a material breach of contract, upon which the City may, after giving five ntractor to correct the breach, immediately terminate the contract or, at its discretion, procure or renew such insurance and pay any and all premiums in connection therewith, with any sums so expended to be repaid to the City on demand, or at the sole discretion of the City, offset against funds due the Contractor from the City. 8.Audits and Inspections. The records and documents with respect to all matters covered by this Agreement shall be subject at all times to inspection, review or audit by law during the performance of this Agreement. 9.Discrimination Prohibited. The Consultant, with regard to the work performed by it under this Agreement, will not discriminate on the grounds of race, religion, creed, color, national origin, age, veteran status, sex, sexual orientation, gender identity, marital status, political affiliationor the presence of any disability,or any other protected class status under state or federal law,in the selection and retention of employees or procurement of materials or supplies. 10.Assignment and Subcontract. The Contractor shall not assign or subcontract any portion of the services contemplated by this Agreement without the written consent of the City. 11.Entire Agreement; Modification. This Agreement, together with attachments or addenda, represents the entire and integrated Agreement between the City and the Contractor and supersedes all prior negotiations, representations, or agreements written or oral. No amendment or modification of this Agreement shall be of any force or effect unless it is in writing and signed by the parties. Page 3of 11 12Severability and Survival. .If any term, conditionor provision of this Agreement is declared void or unenforceable or limited in its application or effect, such event shall not affect any other provisions hereof and all other provisions shall remain fully enforceable. The provisions of this Agreement, which by their sense and context are reasonably intended to survive the completion, expiration or cancellation of this Agreement, shall survive termination of this Agreement. 13.Notices. Notices to the City of Tukwila shall be sent to the following address: City Clerk, City of Tukwila 6200 Southcenter Blvd. Tukwila, WA 98188 Notices to the Contractor shall be sent to the address provided by the Contractor upon the signature line below. 14. .This Agreement shall be governed by and construed in accordance with the laws of the State of Washington. In the event any suit, arbitration, or other proceeding is instituted to enforce any term of this Agreement, the parties specifically understand and agree that venue shall be properly laid in King County, Washington. The substantially prevailing party 15.General Compliance Assurance. The Contractor agrees to comply with all instructions as prescribed amendments thereto, which by this reference is fully incorporated herein. The Contractoragrees that the City, and/or any authorized City representative, shall have not only the right to monitor the compliance of the Contractor with respect to the provisions of this Agreement but also have the right to seek judicial enforcement with regard toany matter arising under this Agreement. 16.Assignments and Subcontracts. Unless otherwise authorized in advance and in writing by the City, the Contractor shall not assign any portion of the Project as outlined in Exhibit Aor execute any contract, amendment, or change order thereto, or obligate itself in any manner with any third party with respect to its rights and responsibilities under this Agreement. 17.Reports. A.The Contractor shall prepare quarterly reports regarding services provided pursuant to this Agreement and other related information as prescribed in the Guidebook, and any amendments thereto, whichever is applicable, or as requested by the City. Due to Legislative and City reporting requirements, any required quarterly progress reports shall be submitted for the duration of the Agreement period regardless of whether the underlying funding sources have been exhausted. Post-grant annual performance reporting may also be required as prescribed in the aforementioned guidebook. Those reports include, but are not limited to: 1.Narrative Progress Report 2.Financial Status/Summaries of the Project. B.If the project is receiving Transit Coordination, Tier or Regional Mobility grant funds, in addition to the requirements from subsection A, the Contractor shall submit a mutually agreeable Performance Measurement Plan to the City. Remedies for Misuse or Noncompliance. C.If the City determines that the Project has been used in a manner different from Exhibit Aof this Agreement, the City may direct the Contractor to repay it determine that the Contractor has failed to comply with any provision of this Agreement. Page 4of 11 18. No Obligation by theCity Government. No contract between the Contractor and its subcontractors written consent, notwithstanding its concurrence in, or approval of,the award of any contract or subcontract or the solicitations thereof. 19. Personal Liability of Public Officers. No officer or employee of the City shall be personally liable for any acts or failure to act in connection with this Agreement, it being understood that in such matters they are acting solely as agents of the City. 20.Ethics. Relationships with Employees and Officers of the City. A.The Contractor shall not extend any loan, gratuityor gift of money in any form whatsoever to any employee or officer of the City, nor shall Contractor knowingly rent or purchase any equipment and materials from any employee or officer of the City. Employment of Former City Employees. B.The Contractor hereby warrants that it shall not engage on a full-time, part-time, or other basis during the period of this Agreement, any professional or technical personnel who are, or have been, at any time during the period of this Agreement, in the employ of the City without written consent of the City. 21.Compliance with Laws and Regulations. The Contractor agrees to abide by all applicable state and federal laws and regulationsincluding but not limited to, those concerning employment, equal opportunity employment, nondiscrimination assurances, project record keeping necessary to evidence compliance with such federal and state laws and regulations, and retention of all such records. The Contractor will adhere to all of the nondiscrimination provisions in chapter 49.60 RCW. Except when a federal statute or regulation preempts state or local law, no provision of the Agreement shall require the Contractor to observe or enforce compliance with any provision, perform any other act, or do any other thing in contravention of state or local law. If any provision or compliance with any provision of this Agreement violate state or local law, or would require the Contractor to violate state or local law, the Contractor agrees to notify the City immediately in writing. Should this occur, the City and the Contractor agree to make appropriate arrangements to proceed with or, if necessary, expeditiously, terminate the Project. 22.Environmental Requirements. The Contractor agrees to comply with all applicable requirements of 23.Accounting Records. Project Accounts. A.The Contractor agrees to establish and maintain for the Project either a separate set of accounts or separate accounts within the framework of an established accounting system that can be identified with the Project. The Contractor agrees that all checks, payrolls, invoices, contracts, vouchers, orders, or other accounting documents pertaining in whole or in part to the Project shall be clearly identified, readily accessible and available to the City upon request, and, to the extent feasible, kept separate from documents not pertaining to the Project. Documentation of Project Costs and Program Income. B.The Contractor agrees to support all allowable costs charged to the Project, including any approved services contributed by the Contractor or others, with properly executed payrolls, time records, invoices, contracts, or vouchers describing in detail the nature and propriety of the charges. The Contractor also agrees to maintain accurate records of all program income derived from implementing the Project. Page 5of 11 24.Audits, Inspection, and Retention of Records Submission of Proceedings,Contracts, Agreements, and Other Documents. A.During the performance period of the Project and for six (6) years thereafter, the Contractor agrees to retain intact and to provide any data, documents, reports, records, contracts, and supporting materials relating to the Project as the City may require. Project closeout does not alter these recording and record-keeping requirements. Should an audit, enforcement, or litigation process be commenced, but not completed, during the aforementioned six-year period th hereunder shall be extended until the conclusion of that pending audit, enforcement, or litigation process. General Audit Requirements. B.The Contractor agrees to obtain any other audits required by the Inspection. C.The Contractor agrees to permit the Cityand the State Auditor, or their authorized representatives, to inspect all Project work materials, payrolls, and other data, and to audit the books, records, and accounts of the Contractor and its subcontractors pertaining to the Project. The Contractor agrees to require each third party to permit the City, and the State Auditor or their duly authorized representatives, to inspect all work, materials, payrolls, and other data and records involving that third party contract, and to audit the books, records,and accounts involving that third party contract as it affects the Project(s). 25.Labor Provisions. Overtime Requirements. No Contractor or subcontractor contracting for any part of theProject work which may require or involve the employment of laborers or mechanics shall require or permit any such laborer or mechanic in any workweek in which he or she is employed on such work to work in excess of forty (40) hours in such workweek unless such laborer or mechanic receives compensation at a rate not less than one and one-half times the basic rate of pay for all hours worked in excess of forty (40) hours in such workweek. Contractor will comply with all applicable provisions of Title 49 RCW, Labor Regulations. 26.Changed Conditions Affecting Performance. The Contractor hereby agrees to immediately notify the City of any change in conditions or law, or of any other event, which may affect its ability to perform the Project in accordance with the provisions of this Agreement. 27.Termination. Termination for Convenience. A.The City and/or the Contractor may suspend or terminate this Agreement, in whole or in part, and all or any part of the financial assistance provided herein, at y and the Contractor shall agree upon the Agreement termination provisions including but not limited to the settlement terms, conditions, and in the case of partial termination the portion to be terminated. However if, in the case of partial termination, the City determines that the remaining portion of the award will not accomplish the purposes for which the award was made, the City may terminate the award in its entirety. The Parties may terminate this Agreement for convenience for reasons including, but not limited to, the following: 1.The requisite funding becomes unavailable through failure of appropriation or otherwise; 2.The City fails to pay Contractor timely and fails to cure the same within three (3) days; 3.The City determines, in its sole discretion, that the continuation of the Project would not produce beneficial results commensurate with the further expenditure of funds; 4.The Contractor is prevented from proceeding with the Project as a direct result of an Executive Order of the President with respectto the prosecution of war or in the interest of national defense; or an Executive Order of the President or Governor of the State with respect to the preservation of energy resources; Page 6of 11 5.The Contractor is prevented from proceeding with the Project by reason of a temporary preliminary, special, or permanent restraining order or injunction of a court of competent jurisdiction where the issuance of such order or injunction is primarily caused by the acts or omissions of persons or agencies other than the Contractor; or 6.The State Government determines that the purposes of the statute authorizing the Project would not be adequately served by the continuation of financial assistance for the Project; 7.In the case of termination for convenience under subsections A. 15 above, the City shall reimburse the Contractor for all costs payable under this Agreement that the Contractor properly incurred prior to termination. The Contractor shall promptly submit its claim for reimbursement to the City. If the Contractor has anyproperty in its possession belonging to the City, the Contractor will account for the same, and dispose of it in the manner the City directs. Termination for Default. B.The City may suspend or terminate this Agreement for default, in whole or in part, and all or any part of the financial assistance provided herein, at any time by written notice to the Contractor, if the Contractor materially breaches or fails to perform any of the material requirements of this Agreement, including: 1.Takes any action pertaining to this Agreement without the approval of the City, which under the procedures of this Agreement would have required the approval of the City; 2.Jeopardizes its ability to perform pursuant to this Agreement, United States of America laws, Washington state laws, or local governmental laws under which the Contractor operates; 3.Fails to make reasonable progress on the Project or other violation of this Agreement that endangers substantial performance of the Project; or 4.Fails to perform in the manner called for in this Agreement or fails, to comply with, or is in violation of, any provision of this Agreement. The City shall serve a notice of termination on the Contractor setting forth the manner in which the Contractor isin default hereunder. If it is later determined by the City that the Contractor had an excusable reason for not performing, such as events which are not the fault of or are beyond the control of the Contractor, such as a strike, fire or flood, the City may: (a) allow the Contractor to continue work after setting up a new delivery of performance schedule, or (b) treat the termination as a termination for convenience. C.The City in the case of a termination for breach or default, will allow the Contractor ten (10) business days, or such longer period as determined by the City, in which to cure the defect. In such case, the notice of termination will state the time period in which cure is permitted and other appropriate conditions. If the Contractor fails to rem timeframe and under the conditions set forth in the notice of termination, the City shall have the right to terminate this Agreement without any further obligation to Contractor. Any such termination for default shall not in any way operate to preclude the City from also pursuing all available remedies against Contractor and its sureties for said breach or default. D.In the event that the City elects to waive its remedies for any breach by Contractor of any covenant, term or condition of this Agreement, such waiver by the City shall not limit the City's remedies for any succeeding breach of that or of any other term, covenant, or condition of this Agreement. E.If this Agreement is terminated before identifying the termination date and the reason for termination. Page 7of 11 DATED this _____ day of ____________________________, 20___. CITY OF TUKWILACONTRACTOR ____________________________________By: ___________________________________ Allan Ekberg, Mayor Printed Name and Title: ___________________ ATTEST/AUTHENTICATED:Address: _______________________________ _______________________________________ ____________________________________ APPROVED AS TO FORM: ___________________________________ Office of the City Attorney Page 8of 11 Exhibit A Scope of Work The Vida Agency (TVA) will update and modernize materials for South King County Trips (SKC Trips), a to reduce the use of single occupancy vehicles and encourage sustainable transportation behaviors such as transit, walking and carpooling, to reduce traffic congestion and improve air quality in Tukwila and South King County. Activities and Services ProjectManagement 1.Provide an account manager and point of contact to manage deliverables and provide timely customerservice. 2.Manage the budget. 3.Beavailablefora weekly 30-minute virtual check-in. Discovery 1.Hold one (1) kick-off meeting up to one (1) hour long. 2.Review background material provided byCity of Tukwila staff. 3.Develop one (1) creative brief outlining priority audiences, key messages, design guidelines, and materials to be developed. 4.City of Tukwila staff will review and approve the creative brief before materials development. Creation ofMaterials 1.Use brand guidelines provided by City of Tukwila staff for design and copy. 2.City of Tukwila will have two rounds of review on all materials with one fatal flaw review. 3.Develop copy for up to three (3) print materials and one (1) web page. 4.Content for the business website page will be developed after the business print content has been finalized. 5.City of Tukwila will review copy and provide feedback in a Word document. 6.Graphic design work will begin after thecopy has been finalized. 7.Graphic design work will be executed in Adobe InDesign and/or Illustrator. 8.TVA will design up to three (3) print materials no larger than a double sided, 8.5x11 sheet. 9.Final packaged design files will be provided to the City of Tukwila. Print Coordination 1.Obtain cost estimates and coordinate delivery of print files with the City-approved print vendor. 2.TVA and City of Tukwila staff will review and approve print material proofs. Photography 1.Obtain cost estimates and coordinate with the City-approved photographer. 2.TVA and City of Tukwila staff will develop a photography shotlist. Page 9of 11 Assumptions Currently it is assumed: All meetings will be virtual. TVA will coordinate with the print shop. TVA will coordinate with photographer. The business website content will fit the format of the current page template. TVA will provide a Word document only for website content. One (1) eight (8) hour day of photography. This scope of work does not include services or costs related to: Printing Mailing Website development Video/audio production Event production Promotional products Materials in languages other than English Currently it is assumed the City will: Provide all background/research documents, technical guidance, and additional information, as needed. Meet deadlines according to an agreed upon timeline. Collect and reconcile all feedback before providing edits to TVA. Pay for printing costs directly. Pay for mailing costs directly. Contract with and pay photography costs directly. Page 10 of 11 Exhibit B Budget The Vida Agency Program Budget Role Rate Hours Total Vice President $275 $ 638 2.3 Creative Director $250 $ 2,250 9 Head Writer & Art Director $150 $ 10,200 68 Project Management $175 $ 8,925 51 Graphic Designer $115 $ 2,300 20 Office Manager $115 $ 460 4 Total: 154.3 $ 24,773 Hours Deliverables 40% 61.7 Business mailer 10% 15.4 Promo flyer 15.4 Takeaway handout 10% 61.7 Content for 1 webpage 40% Total: 100% 154.32 Payments The Vida Agency will submit monthly invoices as follows: will be invoiced August 31, 2023 will be invoiced September 29, 2023 will be invoiced October 31, 2023 will be invoiced November 30, 2023 Invoices shall be paid by the City of Tukwila within 30 days of receipt. Page 11 of 11