HomeMy WebLinkAbout15. Approve Branding AgreementAGENDA MEMO
APPROVED BY
CITY MANAGER DATE: February 11, 2014
TO: Mayor and Members of the City Council
FROM: Office of the City Manager
By: Brian Saeki, Director of Community Development 1
SUBJECT: BRANDING
RECOMMENDATION
That the City Council approve a Professional Services Agreement (PSA) with the
Downey Art Vibe to provide branding and strategic marketing services and appropriate
$57,000 from the General Fund.
BACKGROUND
In early 2010, staff issued a Request for Proposals (RFP) for consulting services for
research, analysis, and implementation of a branding program for the City of Downey.
The RFP was based upon the following scope of work:
• Branding consultation.
• Research and analysis of Downey's past and current identity.
• A profile of who, historically, have been Downey's key stakeholders, e.g.,
residents, employees, businesses, and customers.
• An evaluation of Downey's current marketing and positioning efforts.
• Research and analysis regarding who will be Downey's stakeholders in the
future.
• Research and analysis regarding what cities are Downey's competitors and
the relative strengths and weaknesses of Downey versus its competitors.
• Research and analysis regarding appropriate strategies for marketing and
positioning the City of Downey in the future.
• Research and analysis of Downey's key stakeholders, communication
channels, and opportunities.
The RFP was circulated, and after evaluation and interviews, staff selected Northstar
Incorporated to develop and implement a branding program for the City of Downey. In
June 2010, the Community Development Commission approved a contract with
Northstar to create a brand for the City of Downey and created a Branding
Subcommittee which included Council Members Brossmer and Guerra to oversee the
process with staff.
DISCUSSION
Over the last 24 months, staff has worked closely with Northstar on a three-phased
approach to implementing a branding program in Downey. Those phases include:
CITY OF DOWNEY, CALIFORNIA --------------'
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PHASE I -EDUCATION AND BUY -IN
This phase involves the preparation of a brochure and Downey-specific website
providing information about the City of Downey branding program. Most importantly,
the website is an interactive communication medium for online surveys and for residents
to provide input and materials, e.g., photographs that assist with developing the
branding program.
PHASE II-RESEARCH AND ANALYSIS
This phase involves analysis of how the city is perceived by stakeholders, residents,
businesses, visitors, and prospective consumers and residents. The current Downey
environment, its competitive situation, community attitudes, current communications, and
perceptions of target audiences are evaluated. This phase also includes a detailed market
segmentation report that includes U.S. Census Bureau data and consumer buying behavior
data from Mediamark. This phase will provide information about residents' lifestyle habits
such as media usage, travel behavior, household buying preferences, recreational
interests, civic involvement, dining choices, retail preferences, lodging tendencies. This
phase also provides an analysis of Downey's competition. This is an in-depth analysis of
Downey's top five economic development competitors; uncovering strengths and
weaknesses in the current business landscape according to national standard industry
classifications.
PHASE Ill -CREATION FOUNDATION
This phase provides most of the deliverables for the branding program and how to
effectively and proactively market the City and position it as a unique community where
current businesses thrive, new businesses need to locate, and a city with a high quality of
life where people want to live. One of the keys to doing this is developing a unified and
consistent Downey image that can be regularly and uniformly communicated to
stakeholders and to the marketplace. One method for doing this is to create a Downey
brand that consistently communicates what is special and unique about Downey.
Northstar conducted more than a dozen pieces of research to identify what differentiates
Downey from its neighbors and competitors. By examining the community (stakeholders,
residents), consumers (regional and state officials in tourism and economic development,
site selectors and past business prospects) and the competition (neighboring communities),
Northstar determined a strategy for Downey to assert across all community assets to
implement an effective, meaningful and relevant brand. In all, over 600 surveys and
interviews were performed by Northstar.
Downey's Strengths
Research revealed that one of Downey's strongest assets is its location. Surrounded by
freeways, and just south of downtown Los Angeles, Downey is well-positioned for both
residents and businesses. It has a fairly positive reputation for those who have heard of
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Branding
February 11,2014
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it, and is respected as one of the leaders of the "Gateway Cities." That respect stems
from the high quality of life residents enjoy: clean, good schools, lower crime, less gang
activity, strong healthcare from both Kaiser Permanente and PIH (formerly Downey
Regional Medical Center), active music and performing arts programs, and convenient
shopping at Stonewood Mall, Downey Landing and more.
With amenities like these, it is easy to see why Downey has a reputation as being a
"move up" community. In addition, Downey was described as very community-focused
and inclusive, a difficult feat for a community of more than 110,000. Residents have a
lot of pride in their neighborhoods, fellow residents, the community feel of the city and
the downtown area.
Although Downey is a "move up" community, it has not forgotten its past. Research
showed that those both inside and outside the community still have positive
associations with Downey's aircraft and NASA development days. This time in
Downey's history is seen as key in putting the city on the map, and is a source of both
pride and potential. Residents and outsiders alike are encouraged by the city's ability to
remake this history and connect to it, most notably by the new Columbia Memorial
Space Center, which has been instrumental in attracting visitors and new interest to the
city.
Downey also has an undeniable retro aesthetic, originating from the NASA era. Many
fine examples of mid-century modern architecture can be found throughout the city.
Some of which are tourist destinations in their own right such as the oldest operating
McDonald's and Bob's Big Boy.
Downey's Weaknesses
Research has shown that Downey is seen as lacking a strong cohesive identity in an
extremely competitive marketplace. The community is up against a plethora of similarly-
sized communities in the L.A. area for economic development and other opportunities.
Some residents feel that the city's inability to move forward out of the shadow of the
NASA heyday has hurt its image today.
One of the challenges citizens would most like to remove is blight and vacancies -
especially in the downtown area. Not only do eyesores and vacancies contribute to
feelings of dissatisfaction amongst residents, but they also perpetuate the outside
reputation that the best of Downey's days are behind it.
Downey, like many communities in the Los Angeles area, must deal with traffic
problems, limited green space, lack of available land and the challenges of attracting big
business. Although Downey's shopping options are solid, there is not enough restaurant
and entertainment to keep visitors or residents in the city to spend discretionary dollars
for longer lengths of time.
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February 11,2014
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Not everyone agrees on what Downey's future may hold. Research showed discord
amongst residents and stakeholders for the vision of downtown, development along
Firestone Boulevard, and the future of land from the Downey Studios I former NASA area.
In addition, Downey's population has changed significantly and quickly. Those with
Hispanic backgrounds now make up 70 percent of the population. This rapid change has
created challenges in how the city communicates with residents. For example, how can we
make residents feel that they are truly part of the community while respecting cultural
differences in an effort to propel the city forward.
Downey's Opportunities
Outsiders heralded Downey as community ripe with potential, with a lot of opportunity
for marketing and promotion. Getting the word out in the context of the compelling new
brand is Downey's greatest opportunity to celebrate and protect its quality of life while
increasing economic opportunity.
Redevelopment projects like the proposed Downey Promenade plan, downtown
revitalization, access to freeways and Downey's upscale, diverse demographics are all
positives for developers. Attracting entertainment, restaurants and businesses along
high-traffic corridors, (such as the city has shown by attracting Porto's close to
downtown), can send a signal to potential consumers, whether residents, businesses or
visitors, that Downey is dreaming big and making those dreams come true.
Research showed that Downey should continue to work with, not against, its aircraft and
NASA heritage. The Columbia Memorial Space Center is an excellent hook for
attracting visitors. Likewise, its architectural assets should continue to be preserved and
showcased. In the future, the city should think of other ways to connect its past with the
potential consumers of today.
The city's demographic changes can be a major positive for it moving forward. New ideas
fuel the innovation of tomorrow, and Downey has a heritage of innovation. There is
opportunity to be had in encouraging diverse residents to come together, play together,
learn from each other and work together. Such exchanges can propel Downey in new and
unexpected ways, all while making everyone feel included in the fabric of the community.
Downey's Threats
The most significant threat to Downey's growth and progress is its unsettled reputation
-both inside and outside of the community. Lack of awareness and inaccurate
perceptions among outsiders threaten Downey's progress. Discontented, disengaged
residents will be brand adversaries rather than brand advocates.
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A major component to the city's image, both inside and out, is the condition of its
aesthetics. Beautifying run-down areas and unattractive corridors must be a priority for the
community as it progresses to combat negative perceptions. Additionally, Downey has
some very distinctive and important historic landmarks, particularly downtown. These
assets must be protected and the community should commit to their complete restoration if
it hopes to retain the connections to its past which make it such a unique place.
Research Conclusions
Downey has its challenges, many of which are with perception. But research also
showed that Downey is a dynamic community made up of hard-working, family-focused
people who are making a positive difference-while also enjoying the rewards of the
connected, quality lifestyle this city provides.
In fact, research revealed Downey to be a place of two identities: Classic Downey and
Evolving Downey. The Classic Downey, as revealed through research, was described
as historic, classic, proud, safe, enjoyable, and prosperous. "Good Americana". These
sentiments are augmented by Downey's physical representations of a very optimistic
time in American history-such as the oldest McDonald's.
But Downey is not the same community it was in the 1950's. Downey has changed. This
theme of transition was strong throughout the research, and led to descriptions of the
other identity of Downey. This Evolving Downey was described as, "once a nice semi-
bucolic city ... more commercialized now"; "We have arts, history and many cultures. We
keep adding things that make us better and more interesting". One stakeholder
described this Evolving Downey as "the new incarnation ... some of the people have
changed, but they are all still after the American dream."
Upon exploration, Northstar discovered that Downey has representations of the American
dream in all of its forms, both classic and evolving, such as: classic 1950's architecture,
American pride, and independent businesses like Porto's, and pride in giving back to the
community.
Next Steps
Now that the research has been completed a clear brand platform emerged ... "For those
seeking dynamic community, Downey, CA is well situated between the thoroughfares of
Southeast Los Angeles, where classic American ideals draft new dreams with pride and
independence." The research also showed that:
• Downey has the drive and a passion for discovery.
• There is a great sense of possibility and a bold confidence in Downey today.
• It's a city where people still see their hopes gain momentum and where the
American dream is born anew every day. Whether it's opening the doors of a
new business, starting a new family, or buying a first home in a safe, welcoming
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neighborhood, Downey is where it all can happen, and where that enthusiasm
and determination is put to work, making dreams happen every day, especially
today.
Finally, Northstar has recommended 15 brand action ideas to get our brand going. They
include:
1. Assign a brand leader.
2. Create a brand PowerPoint.
3. Brand our stationery.
4. Identify our easiest consumer touch points and brand them.
5. Brand digital communications.
6. Develop at least two items of branded merchandise.
7. Use city employees and brand ambassadors.
8. Build community pride with the brand.
9. Engage the private sector.
10. Show businesses how to play.
11. Brand cost-effective signage.
12. Infiltrate our infrastructure.
13. Downtown and Firestone Boulevard are brand centerpieces.
14. Reinterpret American Dream with multiculturalism.
15. Draw visitors with the brand.
Staff will implement as many of these ideas as possible but will require the assistance of an
outside firm to provide further branding and strategic marketing services. Since the
Downey Art Vibe created the logo and tagline for the Brand, staff is recommending that we
continue to use their services to roll out the project.
FISCAL IMPACT
The cost to provide this service will not exceed $57,000 for a service period beginning
February 12, 2014 to February 13, 2015, and shall be paid from the General Fund.
Attachments: "A" -Professional Services Agreement
CITY OF DOWNEY
PROFESSIONAL SERVICES AGREEMENT
WITH DOWNEY ART VIBE FOR
BRANDING AND STRATEGIC MARKETING SERVICES
1. PARTIES AND DATE.
This Agreement is made and entered into this 14th day of February, 2014 by and
between the City of Downey, a California municipal corporation and charter city with its
principal place of business at 11111 Brookshire Avenue, Downey California 90241 ("City")
and Downey Art Vi be, a California Nonprofit Corporation, with its principal place of business
at 11140 Downey Ave, Downey, CA 90241 ("Consultant"). City and Consultant are
sometimes individually referred to as "Party" and collectively as "Parties."
2. RECITALS.
2.1 Consultant.
Consultant desires to perform and assume responsibility for the provision of certain
professional branding and strategic marketing services more specifically described herein
as required by City on the terms and conditions set forth in this Agreement. Consultant
represents that it has demonstrated competence and experience in providing said services to
public clients and is familiar with the plans of City.
2.2 Project.
City desires to engage Consultant to render such services for the branding and
strategic marketing project ("Project") as set forth in this Agreement.
3. TERMS.
3.1 Scope of Services and Term.
3.1.1 General Scope of Services. Consultant promises and agrees to furnish
to City all labor, materials, tools, equipment, services, and incidental and customary work
necessary to fully and adequately supply the professional services necessary for the Project
("Services"). The Services are more particularly described in Exhibit "A" attached hereto and
incorporated herein by reference. All Services shall be subject to, and performed in
accordance with this Agreement, the exhibits attached hereto and incorporated herein by
reference, and all applicable local, state and federal laws, rules and regulations.
3.1.2 Term. The term of this Agreement shall be from February 12, 2014 to
February 13, 2015, unless earlier terminated as provided herein. Consultant shall complete
the Services within the term of this Agreement, and shall meet any other established
schedules and deadlines.
3.2 Responsibilities of Consultant.
3.2.1 Control and Payment of Subordinates; Independent Contractor. The
Services shall be performed by Consultant or under its supervision. Consultant will
determine the means, methods and details of performing the Services subject to the
requirements of this Agreement. City retains Consultant on an independent contractor basis
and not as an employee. Consultant retains the right to perform similar or different services
for others during the term of this Agreement. Any additional personnel performing 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 shall
pay all wages, salaries, and other amounts due such personnel in connection with their
performance of 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, income tax withholding, unemployment insurance,
disability insurance, and workers' compensation insurance.
3.2.2 Schedule of Services. Consultant shall perform the Services
expeditiously, within the term of this Agreement. Consultant represents that it has the
professional and technical personnel required to perform the Services in conformance with
such conditions. The parties shall meet to discuss any applicable deadlines or Schedule of
Services in connection with the performance of the Services. The parties acknowledge that
any agreed upon Schedule of Services may be amended by mutual agreement due to
changes in circumstances, including changes in the performance schedules of other third
parties performing work for the City on the Project, which affect the timing of Consultant's
performance of the Services.
3.2.3 Conformance to Applicable Requirements. All work prepared by
Consultant shall be subject to the approval of City.
3.2.4 Substitution of Key Personnel. Consultant has represented to City that
certain key personnel will perform and coordinate the Services under this Agreement. Should
one or more of such personnel become unavailable, Consultant may substitute other
personnel of at least equal competence upon written approval of City. In the event that City
and Consultant cannot agree as to the substitution of key personnel, City shall be entitled to
terminate this Agreement for cause. As discussed below, any personnel who fail or refuse to
perform the Services in a manner acceptable to the City, or who are determined by the City to
be uncooperative, incompetent, a threat to the adequate or timely completion of the Project or
a threat to the safety of persons or property, shall be promptly removed from the Project by
the Consultant at the request of the City. The key personnel for performance of this
Agreement are as follows: Valentin Flores, Executive Director.
3.2.5 City's Representative. The City hereby designates Brian Saeki,
Community Development Director, or his or her designee, to act as its representative for
the performance of this Agreement ("City's Representative"). City's Representative shall
have the power to act on behalf of the City for all purposes under this Contract. Consultant
shall not accept direction or orders from any person other than the City's Representative or
his or her designee.
3.2.6 Consultant's Representative. Consultant hereby designates Valentin
Flores, Executive Director, or his or her designee, to act as its representative for the
performance of this Agreement ("Consultant's Representative"). Consultant's Representative
shall have full authority to represent and act on behalf of the Consultant for all purposes
under this Agreement. The Consultant's Representative shall supervise and direct the
Services, using his best skill and attention, and shall be responsible for all means, methods,
techniques, sequences and procedures and for the satisfactory coordination of all portions of
the Services under this Agreement.
3.2. 7 Coordination of Services. Consultant agrees to work closely with City
staff in the performance of Services and shall be available to City's staff, consultants and
other staff at all reasonable times.
3.2.8 Standard of Care; Performance of Emolovees. Consultant shall perform
all Services under this Agreement in a skillful and competent manner, consistent with the
standards generally recognized as being employed by professionals in the same discipline in
the State of California. Consultant represents and maintains that it is skilled in the
professional calling necessary to perform the Services. Consultant warrants that all
employees and subcontractors shall have sufficient skill and experience to perform the
Services assigned to them. Finally, Consultant represents that it, its employees and
subcontractors have all licenses, permits, qualifications and approvals of whatever nature
that are legally required to perform the Services, including a City Business License, and that
such licenses and approvals shall be maintained throughout the term of this Agreement. As
provided for in the indemnification provisions of this Agreement, Consultant shall perform, at
its own cost and expense and without reimbursement from the City, any services necessary
to correct errors or omissions which are caused by the Consultant's failure to comply with the
standard of care provided for herein. Any employee of the Consultant or its sub-consultants
who is determined by the City to be uncooperative, incompetent, a threat to the adequate or
timely completion of the Project, a threat to the safety of persons or property, or any
employee who fails or refuses to perform the Services in a manner consistent with the
standard of care set forth herein, shall be promptly removed from the Project by the
Consultant and shall not be re-employed to perform any of the Services or to work on the
Project.
3.2.9 Laws and Regulations. Consultant shall keep itself fully informed of and
in compliance with all applicable local, state and federal laws, rules and regulations in force at
the time the Services are performed by Consultant and in any manner affecting the
performance of the Project or the Services, including all applicable Cai/OSHA requirements,
and shall give all notices required by law. Consultant shall be liable for all violations of such
laws and regulations in connection with Services. If the Consultant performs any work
knowing it to be contrary to such laws, rules and regulations and without giving written notice
to the City, Consultant shall be solely responsible for all costs arising therefrom. Consultant
shall defend, indemnify and hold City, its officials, directors, officers, employees and agents
free and harmless, pursuant to the indemnification provisions of this Agreement, from any
claim or liability arising out of any failure or alleged failure to comply with such laws, rules or
regulations. Consultant's violation of such laws, rules and regulations shall also constitute a
material breach of this Agreement.
3.2.1 0 Insurance.
3.2.1 0.1 Time for Compliance. Consultant shall not commence the
Services under this Agreement until it has provided evidence satisfactory to the City that it
has secured all insurance required under this section. In addition, Consultant shall not allow
any subcontractor to commence work on any subcontract until it has provided evidence
satisfactory to the City that the subcontractor has secured all insurance required under this
section.
3.2.1 0.2 Minimum Requirements. 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 which may arise from or in connection with the
performance of the Agreement by the Consultant, its agents, representatives, employees or
subcontractors. Consultant shall also require all of its subcontractors to procure and maintain
the same insurance for the duration of the Agreement. Such insurance shall meet at least the
following minimum levels of coverage:
(A) Minimum Scope of Insurance. 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 ); (2) Automobile Liability:
Insurance Services Office Business Auto Coverage form number CA 0001, code 1 (any
auto); and (3) Workers' Compensation and Employer's Liability: Workers' Compensation
insurance as required by the State of California and Employer's Liability Insurance.
(B) Minimum Limits of Insurance. Consultant shall maintain
limits no less than: (1) General Liability: $1,000,000 per occurrence for bodily injury, personal
injury and property damage. If Commercial General Liability Insurance or other form with
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) Automobile Liability: $1,000,000 per accident for bodily injury and property damage;
and (3) Workers' Compensation and Employer's Liability: Workers' Compensation limits as
required by the Labor Code of the State of California. Employer's Liability limits of
$1,000,000 per accident for bodily injury or disease.
3.2.1 0.3 Professional Liability. Consultant shall procure and
maintain, and require its sub-consultants to procure and maintain, for a period of five (5)
years following completion of the Project, errors and omissions liability insurance appropriate
to its profession. Such insurance shall be in an amount not less than $1,000,000 per claim,
and shall be endorsed to include contractual liability.
3.2.1 0.4 Insurance Endorsements. The insurance policies shall
contain the following provisions, or Consultant shall provide endorsements on forms supplied
or approved by the City to add the following provisions to the insurance policies:
(A) General Liability. The general liability policy shall be
endorsed to state that: (1) 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; and (2) the insurance 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. 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 in any way.
(B) Automobile Liability. The automobile liability policy shall be
endorsed to state that: (1) the City, its directors, officials, officers, employees, agents and
volunteers shall be covered as additional insureds with respect to the ownership, operation,
maintenance, use, loading or unloading of any auto owned, leased, hired or borrowed by the
Consultant or for which the Consultant is responsible; and (2) the insurance 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. 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 in any way.
(C) Workers' Compensation and Employers Liability Coverage.
The insurer shall agree to waive all rights of subrogation against the City, its directors,
officials, officers, employees, agents and volunteers for losses paid under the terms of the
insurance policy which arise from work performed by the Consultant.
(D) All Coverages. Each insurance policy required by this
Agreement shall be endorsed to state that: (A) coverage shall not be suspended, voided,
reduced or canceled except after thirty (30) days prior written notice by certified mail, return
receipt requested, has been given to the City; and (B) 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, employees, agents and volunteers.
3.2.1 0.5 Separation of Insureds; No Special Limitations. All
insurance required by this Section shall contain standard separation of insureds provisions.
In addition, such insurance shall not contain any special limitations on the scope of protection
afforded to the City, its directors, officials, officers, employees, agents and volunteers.
3.2.1 0.6 Deductibles and Self-Insurance Retentions. Any
deductibles or self-insured retentions must be declared to and approved by the City.
Consultant shall guarantee 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.
3.2.1 0.7 Acceptability of Insurers. Insurance is to be placed with
insurers with a current A.M. Best's rating no less than A:VII, licensed to do business in
California, and satisfactory to the City.
3.2.1 0.8 Verification of Coverage. 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 must 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.
3.2.11 Safety. Consultant shall execute and maintain its work so as to avoid
injury or damage to any person or property. In carrying out its Services, the Consultant shall
at all times be in compliance with all applicable local, state and federal laws, rules and
regulations, and shall exercise all necessary precautions for the safety of employees
appropriate to the nature of the work and the conditions under which the work is to be
performed. Safety precautions as applicable shall include, but shall not be limited to: (A)
adequate life protection and life-saving equipment and procedures; (B) instructions in
accident prevention for all employees and subcontractors, such as safe walkways, scaffolds,
fall protection ladders, bridges, gang planks, confined space procedures, trenching and
shoring, equipment and other safety devices, equipment and wearing apparel as are
necessary or lawfully required to prevent accidents or injuries; and (C) adequate facilities for
the proper inspection and maintenance of all safety measures.
3.3 Fees and Payments.
3.3.1 Compensation. Consultant shall receive compensation, including
authorized reimbursements, for all Services rendered under this Agreement at the rates set
forth in Exhibit "B" attached hereto and incorporated herein by reference. The total
compensation shall not exceed Fifty-Seven Thousand Dollars ($57,000) without written
approval of the City.
3.3.2 Payment of Compensation. Consultant shall submit to City a monthly
itemized statement which indicates work completed and hours of Services rendered by
Consultant. The statement shall describe the Services provided since the initial
commencement date, or since the start of the subsequent billing periods, as appropriate,
through the date of the statement. City shall, within thirty (30) days of receiving such
statement, review the statement and pay all approved charges thereon.
3.3.3 Reimbursement for Expenses. Consultant shall not be reimbursed for
any out-of-pocket costs or expenses unless authorized in writing by City Manager. City shall
pay directly for printing/distribution/mailing costs for activities performed under this
Agreement with prior approval by the City Manager.
3.3.4 Extra Work. At any time during the term of this Agreement, City may
request that Consultant perform Extra Work. As used herein, "Extra Work" means any work
which is determined by City to be necessary for the proper completion of the Project, but
which the parties did not reasonably anticipate would be necessary at the execution of this
Agreement. Consultant shall not perform, nor be compensated for, Extra Work without
written authorization from City's Representative.
3.4 Accounting Records.
3.4.1 Maintenance and Inspection. Consultant shall maintain complete and
accurate records with respect to all costs and expenses incurred under this Agreement. All
such records shall be clearly identifiable. Consultant shall allow a representative of City
during normal business hours to examine, audit, and make transcripts or copies of such
records and any other documents created pursuant to this Agreement. Consultant shall allow
inspection of all work, data, documents, proceedings, and activities related to the Agreement
for a period of three (3) years from the date of final payment under this Agreement.
3.5 General Provisions.
3.5.1 Termination of Agreement.
3.5.1.1 Grounds for Termination. City may, by written notice to
Consultant, terminate the whole or any part of this Agreement at any time either for cause or
for the City's convenience and without cause by giving written notice to Consultant of such
termination, and specifying the effective date thereof, at least seven (7) days before the
effective date of such termination. Consultant may only terminate this Agreement for cause
upon giving the City not less than seven (7) calendar days' written notice.
Upon termination, Consultant shall be compensated only for those services which
have been adequately rendered to City, and Consultant shall be entitled to no further
compensation. The City shall within fifteen (15) calendar days following termination pay the
Consultant for all services adequately rendered and all reimbursable costs incurred by
Consultant up to the date of termination, in accordance with the payment provisions of this
Agreement.
The following reasons shall constitute "cause" for which either party may terminate this
Agreement as provided herein:
• Substantial failure by the other party to perform in accordance with the terms of
this Agreement and through no fault of the terminating party;
• Assignment of this Agreement or transfer of the Project by either party to any
other entity without the prior written consent of the other party;
• Suspension of the Project or the Consultant's Services by the City for more than
ninety (90) calendar days, consecutive or in the aggregate, without good cause;
• Material changes in the conditions under which this Agreement was entered
into, the Scope of Services or the nature of the Project, and the failure of the
parties to reach agreement on the compensation and schedule adjustments
necessitated by such changes.
3.5.1.2 Effect of Termination. If this Agreement is terminated as
provided herein, City may require Consultant to provide all finished or unfinished Documents
and Data and other information of any kind prepared by Consultant in connection with the
performance of Services under this Agreement. Consultant shall be required to provide such
Documents and Data and other information within fifteen (15) days of the City's request.
3.5.1.3 Additional Services. In the event this Agreement is
terminated in whole or in part as provided herein, City may procure, upon such terms and in
such manner as it may determine appropriate, services similar to those terminated.
3.5.2 Delivery of Notices. All notices permitted or required under this
Agreement shall be given to the respective parties at the following address, or at such other
address as the respective parties may provide in writing for this purpose:
Consultant:
City:
Downey Art Vibe
11140 Downey Avenue
Downey, CA 90241
Phone: (562) 774-2056
Attn: Valentin Flores, Executive Director
City of Downey
11111 Brookshire Avenue
Downey, CA 90241
Phone: (562) 904-7284
Fax: (562) 923-6388
Attn: City Manager
Such notice shall be deemed made when personally delivered or when mailed, forty-
eight (48) hours after deposit in the U.S. Mail, first class postage prepaid and addressed to
the party at its applicable address. Actual notice shall be deemed adequate notice on the
date actual notice occurred, regardless of the method of service.
3.5.3 Ownership of Materials and Confidentiality.
3.5.3.1 Documents & Data; Licensing of Intellectual Property. This
Agreement creates a non-exclusive and perpetual license for City to copy, use, modify,
reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied
in plans, specifications, studies, drawings, estimates, and other documents or works of
authorship fixed in any tangible medium of expression, including but not limited to, physical
drawings or data magnetically or otherwise recorded on computer diskettes, posted or
transmitted via Internet websites or social media, or media otherwise prepared or caused to
be prepared by Consultant under this Agreement ("Documents & Data"). Consultant shall
require all subcontractors to agree in writing that City is granted a non-exclusive and
perpetual license for any Documents & Data the subcontractor prepares under this
Agreement. Consultant represents and warrants that Consultant has the legal right to license
any and all Documents & Data. Consultant makes no such representation and warranty in
regard to Documents & Data which were prepared by design professionals other than
Consultant or provided to Consultant by the City. City shall not be limited in any way in its
use of the Documents and Data at any time, provided that any such use not within the
purposes intended by this Agreement shall be at City's sole risk.
3.5.3.2 Confidentiality. All ideas, memoranda, specifications,
plans, procedures, drawings, descriptions, computer program data, input record data, written
information, and other Documents and Data either created by or provided to Consultant in
connection with the performance of this Agreement shall be held confidential by Consultant.
Such materials shall not, without the prior written consent of City, be used by Consultant for
any purposes other than the performance of the Services. Nor shall such materials be
disclosed to any person or entity not connected with the performance of the Services or the
Project. Nothing furnished to Consultant which is otherwise known to Consultant or is
generally known, or has become known, to the related industry shall be deemed confidential.
Consultant shall not use City's name or insignia, photographs of the Project, or any publicity
pertaining to the Services or the Project in any magazine, trade paper, newspaper, television
or radio production or other similar medium without the prior written consent of City.
3.5.4 Cooperation; Further Acts. The Parties shall fully cooperate with one
another, and shall take any additional acts or sign any additional documents as may be
necessary, appropriate or convenient to attain the purposes of this Agreement.
3.5.5 Attorney's Fees. In the event of any litigation, whether in a court of law,
administrative hearing, arbitration, or otherwise, arising from or related to this Agreement of
the services provided under this Agreement, the prevailing party shall be entitled to recover
from the non-prevailing party all reasonable costs incurred, including staff time, court costs,
attorneys' fees and all other related expenses in such litigation.
3.5.6 Indemnification. Consultant shall defend (with counsel acceptable to
City), indemnify and hold the City, its officials, officers, employees, volunteers and agents
free and harmless from any and all claims, demands, causes of action, costs, expenses,
liability, loss, damage or injury, in law or equity, to property or persons, including wrongful
death, in any manner arising out of or incident to any alleged negligent acts, errors,
omissions or willful misconduct of Consultant, its officials, officers, employees, agents,
consultants and contractors arising out of or in connection with the performance of the
Services, the Project or this Agreement, including without limitation the payment of all
consequential damages and attorneys fees and other related costs and expenses.
Consultant shall defend, at Consultant's own cost, expense and risk, any and all such
aforesaid suits, actions or other legal proceedings of every kind that may be brought or
instituted against City, its directors, officials, officers, employees, agents or volunteers.
Consultant shall pay and satisfy any judgment, award or decree that may be rendered
against City or its directors, officials, officers, employees, agents or volunteers, in any such
suit, action or other legal proceeding. Consultant shall reimburse City and its directors,
officials, officers, employees, agents and/or volunteers, for any and all legal expenses and
costs incurred by each of them in connection therewith or in enforcing the indemnity herein
provided. Consultant's obligation to indemnify shall not be restricted to insurance proceeds, if
any, received by the City, its directors, officials officers, employees, and agents or volunteers.
Consultant shall not be obligated to defend, indemnify or hold the City harmless in any
manner whatsoever for any claims or liability arising solely out of the City's own negligent
acts, errors or omissions or willful misconduct.
3.5.7 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.
3.5.8 Governing Law. This Agreement shall be governed by the laws of the
State of California. Venue shall be in Los Angeles County.
3.5.9 Time of Essence. Time is of the essence for each and every provision of
this Agreement.
3.5.1 0 City's Right to Employ Other Consultants. City reserves right to employ
other consultants in connection with this Project.
3.5.11 Successors and Assigns. This Agreement shall be binding on the
successors and assigns of the parties.
3.5.12 Assignment or Transfer. Neither party shall assign, hypothecate, or
transfer, either directly or by operation of law, this Agreement or any interest herein without
the prior written consent of the other party. Any attempt to do so shall be null and void, and
any assignees, hypothecates or transferees shall acquire no right or interest by reason of
such attempted assignment, hypothecation or transfer.
3.5.13 Construction; References; Captions. Since the Parties or their agents
have participated fully in the preparation of this Agreement, the language of this Agreement
shall be construed simply, according to its fair meaning, and not strictly for or against any
Party. Any term referencing time, days or period for performance shall be deemed calendar
days and not work days. All references to Consultant include all personnel, employees,
agents, and subcontractors of Consultant, except as otherwise specified in this Agreement.
All references to City include its elected officials, officers, employees, agents and volunteers
except as otherwise specified in this Agreement. The captions of the various articles and
paragraphs are for convenience and ease of reference only, and do not define, limit,
augment, or describe the scope, content, or intent of this Agreement.
3.5.14 Amendment; Modification. No supplement, modification, or amendment
of this Agreement shall be binding unless executed in writing and signed by both Parties.
3.5.15 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.
3.5.16 No Third Party Beneficiaries. There are no intended third party
beneficiaries of any right or obligation assumed by the Parties.
3.5.17 Invalidity; Severability. If any portion of this Agreement is declared
invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining
provisions shall continue in full force and effect.
3.5.18 Prohibited Interests. Consultant maintains and warrants that it has not
employed nor retained any company or person, other than a bona fide employee working
solely for Consultant, to solicit or secure this Agreement. Further, Consultant warrants that it
has not paid nor has it agreed to pay any company or person, other than a bona fide
employee working solely for Consultant, any fee, commission, percentage, brokerage fee, gift
or other consideration contingent upon or resulting from the award or making of this
Agreement. For breach or violation of this warranty, City shall have the right to rescind this
Agreement without liability. For the term of this Agreement, no member, officer or employee
of City, during the term of his or her service with City, shall have any direct interest in this
Agreement, or obtain any present or anticipated material benefit arising therefrom.
3.5.19 Equal Opportunity Employment. Consultant represents that it is an equal
opportunity employer and it shall not discriminate against any subcontractor, employee or
applicant for employment because of race, religion, color, national origin, handicap, ancestry,
sex or age. Such non-discrimination shall include, but not be limited to, all activities related to
initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising,
layoff or termination. Consultant shall also comply with all relevant provisions of any City
Minority Business Enterprise program, Affirmative Action Plan or other related programs or
guidelines currently in effect or hereinafter enacted.
3.5.20 Labor Certification. By its signature hereunder, Consultant certifies that
it is aware of the provisions of Section 3700 of the California Labor Code which require every
employer to be insured against liability for Worker's 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.
3.5.21 Authority to Enter Agreement. Consultant has all requisite power and
authority to conduct its business and to execute, deliver, and perform the Agreement. Each
Party warrants that the individuals who have signed this Agreement have the legal power,
right, and authority to make this Agreement and bind each respective Party.
3.6 Subcontracting.
3.6.1 Prior Approval Required. Consultant shall not subcontract any portion of
the work required by this Agreement, except as expressly stated herein, without prior written
approval of City. Subcontracts, if any, shall contain a provision making them subject to all
provisions stipulated in this Agreement.
CITY OF DOWNEY,
a California municipal corporation
and charter city
By:
Mayor
Attest:
City Clerk
DOWNEY ART VISE,
a California Nonprofit Corporation
By:
Its:
Executive Director
Attest:
Secretary
EXHIBIT "A"
SCOPE OF SERVICES
Downey Art Vi be
SCOPE OF WORK
Manage overall relationship with City of Downey, as well as its media and interactive agencies
of record.
0 Provide strategic brand insight and direction that pertain to marketing
communications.
0 Provide branding rollout services.
0 Define the overarching marketing communications strategy for City of Downey, and
ensure the overall marketing communications and offline strategies, as well as the
brand positions, are communicated to the media and interactive agencies of record.
0 Develop creative briefs, upon receipt of input document from City of Downey, for
each project that describe the strategy, specific goals and message of each project.
0 Coordinate with other agencies to ensure an integrated marketing approach and
strategy for City of Downey.
0 Familiarize its employees assigned to the City of Downey account with City of
Downey's business, products, services, advertising, and media plans.
0 Contribute to and advise City of Downey on the development and implementation of
marketing plans, including marketing communications, advertising, strategy and
account planning, and research for the contract and subsequent year.
0 As requested by City of Downey in writing, create, prepare, and submit for City of
Downey approval, marketing communications plans, marketing communications and
advertising concepts, rough layouts, rough storyboards, photostats, paste-ups,
mechanicals, and the like, and plans for the development and execution thereof.
0 Execute and implement marketing communications and advertising in finished form,
in accordance with City of Downey's timely prior written approval, and estimate
approval, and forward same to production and media with proper instructions.
0 Traffic and disperse all necessary materials to media suppliers, printers, and all other
third parties needed to accomplish Client' approved marketing communications, and
advertising ideas, programs, and campaigns.
0 Ongoing contributions to strategic point-of-views, marketing plans for new
initiatives and/or programs, as well as major presentations to senior management.
I. Creative Services
0 Develop and execute multi-media advertising plan:
0 Print
0 Brand/organization concepts for continuity print needs
0 Regional consumer and intermediary magazine and
newspaper ads
0 Budget insert supplement
0 Senior print
0 Single brand messaging print
0 Promotional Midscale and Economy concepts for Spring, Summer
and Fall seasons
0 Regional consumer and intermediary magazine and
newspaper
0 Resize and edit materials according to media plan
0 Development Advertising
0 Development and execution of City of Downey advertising plan
0 Core print multi-brand and single-brand concepts within new
2014 campaign
0 Photo shoot for print campaign needs
0 Resize and edit materials according to media plan
0 Negotiation management and creative/conception/production of
added value enhancements
0 Develop marketing campaigns (conception, information architecture,
creative design, copywriting, graphical design and resizing, and final
mechanicals) based on previously defined marketing programs and
projects.
0 Proofread all copy created by Downey Art Vibe, including copy
approved by the City of Downey, and insure that all such materials
deemed approved have been reviewed and approved through
City of Downey's internal review process.
0 Provide creative consulting, sharing with City of Downey the
Downey Art Vibe's best practices expertise for brand advocacy
and creative continuity.
0 Participate in weekly Downey Art Vibe account meetings, reviews,
requirements sessions, and briefings.
II. Media Services
0 Planning responsibilities include:
0 Media plan development, refinements and amendments, as
needed throughout the course of the fiscal year.
0 Target audience development for all core general market targets.
0 Media planning will include the use of all media vehicles as
needed based on strategic direction (Facebook, Twitter, lnstagram,
Google+, YouTube, radio, consumer print, trade print, outdoor,
etc.)
0 Diversity efforts (Hispanics, Asians, Filipinos, African-Americans,)
0 Build website discoverDowney.com in developing cohesive
regional, fully integrated media plan that aligns goals and
timing/flighting.
0 Coordinate print/outdoor media buying with City of Downey as needed.
Responsibilities include:
0 Contracts and negotiation/placement/monitoring of advertising
0 Added value promotions and a position summary for all print
placements
0 Create holistic media plan recommendations reflective of the key metrics,
research against the target audience, and creative direction.
0 Pro-actively identify and assess new opportunities and developments in
media consumption and viewpoints that may impact City of Downey in
the short and long term
0 Co-op media strategy, planning, buying
Ill. Marketing Campaigns
0 Downey Art Vibe will provide consumer and intermediary marketing
campaigns based on the overarching campaign for:
0 Seasonal promotions, as follows:
0 Summer
0 Fall
0 Winter
0 Spring
0 Year-round continuity campaign targeted to consumers and
intermediaries
0 Single-branded communications (brand descriptors)
0 Downey Art Vibe will evaluate and make any recommendations regarding
the overarching campaign, and provide updated or new campaign that
will support:
0 International platform
0 Multi-brand and single brand messaging
0 Program and promotional messaging, which may or may not
include marketing partners
0 Consumer, intermediary and development target audiences
0 Extension to regional and local market
0 With each campaign, Downey Art Vibe will work closely with City of
Downey's to ensure that all campaigns are consistent across all media.
IV. Deliverables
0 Brand Consulting
0 'Discover Downey' Brand Identity
0 'Discover Downey' Branding Style Guide
0 'Discover Downey' Implementation & Action Plan
0 'Discover Downey' Website & Social Media
EXHIBIT "8"
COMPENSATION
Compensation
Executive Director $85/hr
Operations Manager $75/hr
Creative Director $75/hr
Program Coordinator $50/hr
Administrative Assistant $35/hr