HomeMy WebLinkAbout08. Approve Agrmt wi-Kitler LA, LLC for Strategic Marketing Srvcs for City of STEM PrgiteM NO.
TO:: HONORABLE MAYOR AND MEMBERS OF THE CITY CO[J CIL
FROM: OFFICE OF THE CITY MANAGER
Y: BENJAMIN DICO , C SC
DATE: November 20, 2019
APPROVE PROFESSIONAL SERVICESAGREEMENTKILTER LA, LLC, FOR STRATEGIC - - FOR OF
PROGRAMSTEM
That the City Council approve and the Mayor execute a professional services
agreement with KILTER LA, LLC, for strategic marketing services related to the City of
STEM program of the Columbia Memorial Space Center
The City of Downey's Columbia Memorial Space Center has been developing its City of
STEM program since 2015. Over the years, City of STEM has grown to become, and
been recognized as, the official science festival of Greater Los Angeles, pulling together
over 120 of the region's STEM organizations and welcoming over well over 10,000
people from across the area. As a premier program of the Space Center, City of STEM
has greatly benefited the Center with increased media access, opportunities for
strategic partnerships, etc., throughout the years. The 2019 event saw the program
grow in scope and excitement.
In order to keep up with and most effectively leverage the growth of the program and
ensure its continued expansion, including welcoming more visitors to its activities and
transforming into a year-long STEM resource, the Space Center requires a strategic
marketing plan and unique marketing assets for the program. The marketing plan will
use audience insights collected by the Space Center and local audience engagement
resources as a basis to expand the audiences for City of STEM and, by extension the
Space Center, over the next few years. Following the strategy developed in the plan,
new marketing assets, including digital video, may be created along with targeted
marketing of those assets to specific groups, including regional school -aged families. To
stay relevant and grow continually, the marketing messaging and assets will be
refreshed from year to year. The attached Professional Services Agreement will allow
for the needed development and implementation of a City of STEM marketing -plan.
APPROVE AND EXECUTE A PROFESSIONAL SERVICES AGREEMENT WITH KILTER LA, LLC, FOR
STRATEGIC MARKETING SERVICES FOR THE CITY OF STEM PROGRAM
DATE: NOVEMBER 20, 2019
PAGE 2
Quality of Life, Neighborhood & Infrastructur
Efficiency i Adaptability
Public Engagement
The Professional Services Agreement sets a not -to -exceed limit on service charges of
$60,000 per - for up to 3 years,option,to be agreed upon by - City, to
renew after the first term. Further, the Agreement - • -of cost•.worki..:
contractreview with the consultant at every 6 months, so as to monitor annual cost. Funding fo
the be paid by - Columbia Memorial• - Center Foundation.
ATTACHMENTS
19
CITY OF DO1,111ET
WITH KILTER LA, LLC
FOR STRATEGIC MARKETING SERVICES FOR THE CITY OF STEM PROGRAM
1. PARTIES
f1
This Agreement is made and entered into this 20th day of November, 2019 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
KILTER LA, LLC, a California Limited Liability Company , with its principal place of business at
2797 E Foothill Blvd., Suite #: 120, Pasadena, CA 91107 ("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 City of STEM Strategic Marketing services required by City on the terms and
conditions set forth in this Agreement. Consultant represents that it has demonstrated
ofim;i1ete?ice aA4 experieAce-h-i pr4,vi1img Ctey-,-ff STR1Z Str?-teg* 1,04il
clients, is licensed in the State of California, and is familiar with the plans of City. I
City desires to engage Consultant to render such services for Columbia Memoria pace
Center's City of STEM project ("Project"), including the development of a strategic mar eting
Lclan; promotion of the project to targeted markets and the creation of unique promotional videp-
?.ssets as set forth in this Agreement.
3. TERMS.
WITITIM =-
3.1.1 Ge 6.6r-A-L&o.p DfSe� ices� Consultant promises and agrees to furnish to
services and incidental and customar-si work necessa
to fully and adequately supply the professional City of STEM Strategic Marketing services
necessary for the Project ("Services"). The Services are more particularly described in Exhibit
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
1:1erein by reference, and all applicable local, state and federal laws, rules and regulations.
3.1.2 Jerm. The term of this Agreement shall be from November 20, 2019 to
November 20, 2122, unless earlier terminated as provided herein. Consultant shall complete
Me Servic I Trie I greement, 7119. 1 111ceccraj, 971 I!T �Tlf I M
and deadlines. The term of this Agreement may be extended by written amendment to this
Agreement signed by the City Manager and the Consultant.
K� qirwr/ r OW TrWITOOMMMI
3.2.1 C-Qb LA and-umo-at of, subjjrdjdAeN: W-ponde-h LLbAttktQr� 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.
similar or different services for others during, the term gm.
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.
in the event that Consultant or any employee, agent, or subcontractor of Consultant
providing services under this Agreement claims or is determined by a court of competent
lftmion or the California Public Ern%loov ees Retirement SkvAstem f CalPEE.S: to be eligible -fox -
enrollment in CalPERS as an employee of City, Consultant shall indemnify, defend, and hold
harmless CITY for the payment of any employee and/or employer contributions for CalPERS
benefits on behalf of Consultant or its employees, agents, or subcontractors, as well as for the
payment of any penalties and interest on such contributions, which would other -wise be the
responsibility of City.
Consultant shall perform the Services expeditiously in
accordance with any established schedule, and 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. City shall respond to Consultant's submittals in a timely
manner. Upon request of City, Consultant shall provide a more detailed schedule of anticipated
performance to meet established schedule. The parties acknowledge that any schedule or t e
performance 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• All work prepared by Consultant
shall be subject to the approval of City.
2
3.2.4 ��1 � iW6� �Lkgy pnd Consultant has represented to City that
certain kev 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 Consulta
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.
3.2.5 CfityS The City hereby designates Benjamin Dickow, 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 C�mAahVs Rebres-Oltabyg. Consultant hereby designates Jessica First, or
her or his 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
3.17 Coordination Qf Seryiges. 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 i 2.8 StOh� bf(�a- PktL6rmA=.QLEMp19y� 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
3
persons or property, or • • who fails or rperform
consistentr. r of • be promptly removed from the Projef
• • / • bere-employed f r- • • / • on
Project.
12.9 LayA�Ahd LZ��� Consultant shall keep itself fully informed of and in
• •liance with all applicable l• I federal/ regulations in force
time the Services are performed • • / in any manner affecting the performance of
the Project or • g all applicableCal/OSHA requirements,• shall give all
notices-• • by law. Consultantbe r for •f • of • regulations
in • • •' performs any work• ' it to be contrary to
such laws, rules •' regulations and without • • written noticeto the Citv, Consultant/
solely` • I fle for all costs arising therefrom. Consultantdefend, • / hold
City, its officials, directors, officers,• • and agents free and harmless, pursuant to the
applicable 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 / regulations shall also constitute a material breach of
Agreement.
3.2.10.1 Time [I •�j�. Consultant shall notcommence
securedServices or the Project under this Agreement until it has provided evidence satisfactory to the
City that it has all insurance required under this section.r• •
not •w any subcontractor t• commence workon r • provided
3.2.10.2 iMinimum 'eduitem&ftts. 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, the Services or the Project by the Consultant, its agents, representatives,
employees or • • Consultant shall also require all of f • • to procure
• maintain the same insurance forduration of
least the following minimum levels of coverage:
•pt�jns�ijCommercial //
Liability (CGL): Insurance Services Office Form CG 00 01 covering CGL on an "occurrence" basis
including products and completed operations, property damage, bodily injury and personal and
.r Automobile rI Office Formr• 111
covering Code 1 (any auto) or if Consultant owns no autos, Code 8 (hired) and 9 (non -owned),-
• i • I ' I •Workers' by of
California• and • •Liability
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(B) WA V& 4 Consultant hereby grants to City a
k11A2ik%;r *f 2, which ani
p insurer of said Consultant ma- acvuire a•ainst the
City by virtue of the payment of any loss under said insurance policies set forth herein.
Consultant agrees to obtain any endorsement that may be necessary to affect this waiver o
subrogation, but this provision applies regardless of whether or not the City has received a
waiver of subrogation endorsement from the insurer.
(c) All t�kg-rgggs- Each insurance policy required by this
Agreement shall be endorsed to state that: (A) coverage shall not be suspended, voided, re uce
or canceled except with written notice by certified mail, return receipt requested to the City; and
• a . 91m,
warranties, shall not affect coverage provided to the City, its directors, officials, officers,
employees, agents and volunteers.
3.2.10.5 For any claims related to this Agreement,
the Consultant's insurance coverage shall be primary insurance and primary coverage at least as
broad as ISO CG 20 0104 13 with respect to the City, its directors, officials, officers, employees,
agents and volunteers. Any insurance or self-insurance maintained by the City, its directors,
luffi-s-ill mrs, eallit, I - W vilun eers shall be excess of the Consultant's insurance
-
o Pas-, r •• I I I 1 4 d Isis, 104VORN latelow-34M
ru I t•Im 1 rA 11• INW1 I M.
3.2.10.6 &gUation ia
-qf ju5g�d5j N Snki I LjMjtghdrm All insurance
required by this Section shall contain standard separation of insureds provisions. In a ition,
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.
3.2.10.7 I)Wjldfbl��Ahd RdobpW�. Any deductibles
tr self-insured retentions must be declared to and approved by the City. City may require
Consultant to provide proof of ability to pay losses and related investigations, claim
2.dministration and defense expenses and costs within the retention. The policy language shall
If rovide or be endorsed torovide that the self-insured retention may be satisfied by either the
p L
riamed insured or City. M
12.10.8 AtCebtAb1fitv.Qf W��Ot� Insurance is to be placed with
insurers with a current A.M. Best's rating no less than AXII, authorized to do business in
California, and satisfactory to the City.
3.2.10.9 ygrifi6jWft qf Consultant shall furnish City with
including -all re�$ uired amendator%-
Lomdorsements 'or coLties of
the applicable policy language effective coverage required by this provision) and a copy of the
Declarations and Endorsement Page of the Commercial General Liability policy listing all policy
endorsements to the City before the commencement of work under this Agreement. However,
failure to obtain the required documents prior to the commencement of work under this
Agreement shall not waive the Consultant's obligation to provide them to the City. The City
0
Iowa IMI
at Migoffigal 41 -we
3.2.10.10 Claim -Made Policies. If any of the policies provide coverage
on a claims -made basis:
(A) The retroactive date must be shown and must be before the date of this
Agreement or the date work commences under this Agreement, whichever is earliest;
(B) Insurance must be maintained and evidence of insurance must be provided
for at least five (5) years after completion of the Services provided under this Agreement;
(C) If coverage is canceled, non -renewed, and not replaced with another claims -
made policy form with a retroactive date prior to the effective date of this Agreement or the date
work commences under this Agreement, whichever is earliest, the Consultant must purchase
extended reporting coverage for a minimum of five (5) years after completion of the Services
under this Agreement.
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
3.3 Fees and Payments.
3.3.1 Comlj�bjj� JW - Consultant shall receive compensation ' including
authorized reimbursements, for all Services rendered under this Agreement. The total
compensation shall not exceed sixty thousand dollars and 00/100 ($60,000.00) per contract
year without written approval of the City. Extra Work may be authorized, as described below,
and if authorized, said Extra Work will be compensated at the rates and manner set forth in this
Agreement.
3.12• 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 amount of Services and supplies 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 fthib�_nlgfitfor Exjjeijjsg�, Consultant shall not be reimbursed for an
expenses unless authorized in writing by City. i
3.3.4 At any time during the term of this A.reement, 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�
•it�gZw-ll &# t- 7-,@ o—r: Extra Wo rk with o ut written a uth o riz ati o n
from the City Manager.
3.4 Accounting Records.
3.4.1 MAI h W�:tO� Agdh5pectjon. 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
ts or co)2ies of such records and an
transcrip
HILM Cc
work,r..t cuments, proceealngs, anci activities reiateu tO LIIV, Agfeeillefit 101' a RIF11#116 #11
(3) years from the date of final payment under this Agreement.
3.5 General Provisions.
3.5.1 Terminatio reement.
3.5.1.1• City may, by written notice to Consultan
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
red and 11 reimbursable costs incurred bi Consultant up to the date of
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;
0
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;
#
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.
If this Agreement is terminated as provided
herein, City may require Consultant to provide all finished or unfinished Documents and Data
nnimith —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 Additibhal.�� 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 D ki�q mitted or required under this Agreement
glht= qf & s� All notices per
shall be given to the respective parties at the following address, or at such other address as t e
respective parties may provide in writing for this purpose:
KILTER LA, LLC
2!�O• it I I Whd -
Suite 120
City:
City of Downey
11111 Brookshire Avenue
Downey, California 9024
Phone: (562) 904-7286
Fax: (562) 923-6388
Attn: City Manager I
a
fflsr.�
0
City Attorney's Office
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 t' l'
3.5.3.ID-ocumeiit�'&-!L,ItLLiji�6�ini0fln�t�61]ett"prdb6itV� 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, which are 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
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 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.
"tten consent of Ci I be used bpi Consultant for anrA
purposes other than the performance of the Services. Nor shall such materials be disclosed to
2:* *r Nhe Services or the Pro;ect. 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 �LjkpR
ffg�p� tjjd�&Act�� 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.
In
3.5.5 A=09�4$XO�s In the event of any litigation, whether in a court of law,
, I
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. I
3.5.6 Indemnification.
3.5.6.1U-bkb1W9=fio1Wn Except as provided in subdivision 3.5.6.2
below which is applicable to "design professionals" only, 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
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 restricte 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
V_-av1kIWut of the CiqT�s�
negligent acts, errors or omissions or willful misconduct.
3.5.62 The provisions of this subdivision 3.5.6.2 shall
apply only in the event that Consultant is a "design professional" within the meaning of California
Civil Code section 2782.8(c). If Consultant is a "design professional" within the meaning of
Section 2782.8(c), then, notwithstanding subdivision 3.5.6.1 above, to the fullest extent
permitted by law (including, without limitation, Civil Code sections 2782 and 2782.6), Consultant
shall defend (with legal counsel reasonably acceptable toindemnify and hold harmless City
and City's officers, officials, employees, volunteers and agents from and against any Claim that
arises out of, pertains to, or relates to, directly or indirectly, in whole or in part, the negligence,
recklessness, or willful misconduct of Consultant, any subconsultant, subcontractor or any ot er
person directly or indirectly employed by them, or any person that any of them control, arising
out of Consultant's performance of any task or service for or on behalf of City under this
Agreement. Such obligations to defend, hold harmless and indemnify City or any City officers,
officials, employees or volunteers shall not apply to the extent that such Claims are caused in
I I
part by the sole active negligence or willful misconduct of City or such City officers, officials,
employees, volunteers and agents. Consultant's cost to defend City and/or City's officers,
officials, employees or volunteers against any such Claim shall not exceed Consultant's
proportionate percentage of fault with respect to that Claim; however, pursuant to Civil Code
section 2782.8(a), in the event that one or more defendants is unable to pay its share of defense
costs due to bankruptcy or dissolution of the business, Consultant shall meet and confer with
City (and, if applicable, other parties) regarding any unpaid defense costs. To the extent
Consultant has a duty to indemnify City or any City officers, officials, employees, volunteers
and/or agents under this subdivision 3,5.6.2, Consultant shall be responsible for all incidental
and consequential damages resulting directly or indirectly, in whole or in part, from Consultant's
negligence, recklessness or willful misconduct.
3.5.7 EnfirtAgtg� This Agreement contains t e ent
parties with respect to the subject matter hereof, and supersedes all prior negotiations,
understandings or agreements.
3.5.8 Govgriiing LA�� This Agreement shall be governed by the laws of the State
of California. Venue shall be the courts in Los Ange es County.
IIIIIIJIMM-5 Mlqmlliii I i ! M17MIUM
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3.5.10 CiWs�Rfight� Erribla 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 gntgr I I
Neither party shall assign, hypothecate or
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 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.
12
3.5.14 Ajj=dfntjLt, 9ojh&AjLu. No supplement, modification, or amendment of
this Agreement shall be binding unless executed in writing and signed by both Parties.
3.5.15 Mtkkt 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 other -wise.
3.5.16 Nq Third Paa &ehadAtjj�. There are no intended third party
beneficiaries of any right or obligation assumed by the Parties.
3.5 17 Iby
�ajid&:S rabilitV if any portion of this Agreement is declared invalid,
by a court of comyetent;urisdiction the remainin,,26�iw�Av",
shall continue in full force and effect.
3.5.18 Ek�h&tkdht0t�� 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 EdWi OnDbrtuDlfty �EWOW�� Consultant represents that it is an equa
opportunity employer and it shall not discriminate against any subcontractor, employee or
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 gui elines
currently in effect or hereinafter enacted.
3.5.20 Labdrf��&AUDJQ. By its signature hereunder Consultant certifies that it
is aware of the provisions of Section 3700 of the California Labor Co�e 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.
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3.5.2 1 Aidh�ftla Ent9t Akt�kbka 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.
15.22Quntgrparts, his Agreement maybe executed in counterparts, each of
which shall constitute one and the same instrument.
In the event of any conflict, inconsistency, or ncongruity•etween any provision o t is
�PM*La�A-v vw6or, (tr P rill *W -4'P
of this Agreement will govern and contrU
3.6.1 Consultant shall not subcontract any portion o
0
the work required by this Agreement, except as expressly stated herein, without prior written
11
approval of City. Consultant shall require and verify that all subcontractors maintain insuran
j
meeting all of the requirements set forth in this Agreement. Consultant shall ensure that City i
an additional insured as required in Section 3.2.10.4. Subcontracts, if any, shall contain a
provision making them subject to all provisions stipulated in this Agreement.
CITY OF DOWNEY, KILTER LA, LLC
a California municipal corporation a California Limited Liability Compaj
and charter city
BY: By:
Mayor
F., V =-
City Clerk Secretary
[Ceproved as to Form - Approved as to FornM
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Attorney Legal Counsel
15
EXHIBIT "A"
Qk[A-kh-dic, VIVAJ
In order to continue to grow the Columbia Memorial Space Center's (CMSC) City of STEM
program, including creating a sustainable voice and media strategy for City of STEM,- promote
4M �Vrg-enli�rrg
to engage kids in STEM at home, extending the impact of the program; and continue to
strengthen City of STEM as the preeminent resource for STEM experiences in the region, the
Consultant will:
1) Create a multi-year marketing strategy for City of STEM that leverages attendee data
collected each year of the program
2) Develop digital and video assets, including a quarterly newsletter and sizzle videos, to
promote City of STEM activities and build an engaged online community around City
of STEM and the Columbia Memorial Space Center
3) Promote City of STEM and CMSC activities to targeted groups, namely families of school -
aged children throughout Southern California
4) Manage audience and media contact lists
5) Annually refresh the promotional campaign of the City of STEM launch event
A work plan related to the tasks in this Scope of Work, with attached budget, will be submitte
upon by the Executive Director and Consultant 30 days prior to the beginning of each 6 mont
interval within each contract year. I