HomeMy WebLinkAboutJP Marketing Fire Dept PSAAGREEMENT
CITY OF FRESNO, CALIFORNIA
TsHIS AGREEMENT is made and entered into effective the � day of
,,J
2009, by and hemeen the City of Fresno, a California municipal corporetion
(hereinafter refcred to as "City"), and JP Marketing, a division of Two Q, Inc., a California
corporation (hereinafter referred to as "MM").
RECYTALS
A. The City has previously produced four public service announcements CTSA") ("EwAing
PSA's') and the City desires to produce additional PSA's ("Future PSA s') (hereinafter Existing
Works and Future Works shall collectively be refected to as "City PSA's').
H. The City has been contacted by a number of other fire department agencies who have
sought to use the Exuding PSA's in their jurisdictions closer in their current spite or edited to
serve their needs. The City finds that otherjurisdictions either are not able to produce PSA's or
that other jurisdictions could save substantial ammmts of money using and/or modifying the City
PSA's.
C. The City does not have the prnf sional and technological expertise or technology and
equipment to market and syndicate PSA's or produce additional PSA's.
D. The City desires to (i) obtain production services to produce Future PSA's and (it) obtain
professional marketing and syndication services M market and syndicate the City PSA's to other
fire department agencies (`Agencies"), for the purpose of assisting other agencies in promoting
fire safety and to use any proceeds from providing such services to other Agencies to fiord in
Fresno Face Deputation activities (hereinafter collectively referred to as "Project).
D. JPM is engaged in the business of the development, sales and execution of syndicated
marketing materials for fire departments across the fJnited Stores, including television
cummereials, radio commercials, out -of -home advertisements and printed materials and hereby
represents that it desires to and is professionally and legally capable oft erforming the Project for
the City.
E This Agreement will be administered for City by the Chief of the Fresno Fire Department
(hereimfter referred to as "Administrator") or higher designee,
3H2HHJsa1tYY
NOW, THEREFORE, to cnnsidemtiou of the foregoing and of rue covenmrts, conditions,
and premises hmeinsRer contained to be kept and perfstr ed by the respective paries, it is
mutually spread as follows:
I. City agreesto the following:
1.1 Grant of Rights. The ON grave, assigns and otherwise transfers f JPM during
the term of this Agreement (i) the publication rights to the City PSA's for the sole propose of
producing copies of the City PSA's for syndication and marketing; and (it) the right to modify
and produce the City PSA's for other Agencies subject to City's review and prior editorial
approval of the proofs. All rights not expressly granted to JPM are hereby reserved by City.
1.1 City PSA's; Other Materials and Pemdssions.
(a) The City will deliver or caused to be delivered, not later than September. 1,
2009, to JPM, the Existing PSA's, and the were, addresses and contact information of
Agencies expressing normal to Adminimatnr for the use of the City PSA's.
(b) Within a reasonable time upon request by JPM. City will deliver to JPM
written authorizations and permissions for the use of any copyrighted or other proprietary
materials (including, but not limited to act, illustrations, photographs, video) owned by
my third party which appear in the content of the Existing PSA's delivered to RM and
written releases or consents by any person or entity described, quoted or depicted in same
(collectively, "Permissions).
2. ]PM agrees to the following:
2.1 Produce Future PSA's. Upon request of the City, IPM agrees to produce Future
PSA's at a cost and scope of work as provided in Exhibit C attached to this Agreement and
incorporated herein.
2.2 Syndicate and Market City PSA's. JPM shall do all work necessary to market and
syndicate the City PSA's to Agencies consistent with the scope of work provided in Exhibit D
attached to this Agreement and incorporated herein In performance of this Agreement through
marketing or syndication, JPM may use the City of Fresno or Exxon Fire I parhnent name,
logos, trademarks only with the prior approval of the Administrator. In using the City's name or
association, at all times during the term of this Agreement, JPM shat act in a manner to ensure
the goad reputation of the City and the Administrator shall have the right at any time during the
term of this agreement to stop RM from using any marketing material, writhen or verbal
represrntatiom, City PSA's or syndicated production; that would put the City or the Fresno Fire
Department in a lost light or hurt the City or the Fresco Fire Department's reputation.
2.3 Warranty Against Infringement. JPM represents and warmans chat the aheratiom
to the City PSA's, if published, (i) will not infringe upon any copyright, trademark or any other
Proprietary right at common law, and (ii) contains an matter whatsoever that is obscene, hbelous,
violative of any third party's right of privacy or publicity, or otherwise f contravention of law or
the right of any third party. IPM shall indemnify, hold harmless and defend the City and its
officials, officers, employees, agents and aothorizW volunteers from any claims or actions based
on allegations, if tee, would constitute a breach of any of the foregoing warranties, and any and
all liabilities, losses, damages and expenses (including momey's fees and costs) to consequence
thereof. JPM shall quire each of the respective Agencies to also provide such written
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representations, werrmties and indearmi les in accordance with the terms of this Paragraph. All
such warmnfies, representations and indemnities shall survive the termination of expiration of
this Agreement -
2.4 Control ofMsstem The Matter Copy or copies of all City PSA's, that is copies
capable of being reproduced for professional broadcast or release, shall be held by IPM during
the term of this Agreement. IPM shall provide at least two copies on DVD or similar format of
the City PSA's to the Administrator.
2.5 Accounting and Donation of a Portion of Proceeds. JPM agrees to donate to the
Fresno Fire Department 20% of any money received from Agencies from performing under
Section 2.2 of the Agreement ("Dominica'). JPM will submit donations to rhe Administrator on
the 15n of each month for any monies paid to JPM in the previous month by any Agencies.
2.6. Professional Skill. It is further mutually understood and shared by and between
the parties hereto that inasmuch as IPM represents to City that JPM is skilled in the Profession
and shall perform in accordance with the standards of said profession necessary to perform the
services agreed to be done by it under this Agreement, City relies upon the skill of RM to do and
perform such services in a skillful mater and IPM agrees to tbus perform the services
Therefore, any acceptance of such services by City shall not operate ax a release of JPM from
said professional standards.
2.7. Indemnification. To the furthest extent allowed by law, IPM shall indemnify,
hold harMess and defend City and each of its mflains, officials, employees, agents and
volmtera from my and all loss, liability, fines, penalties, forfeitures, costs and damages
(whether in contract, toff or strict liability, including but not limited m personal injury, death at
any time and property damage), and farm any and of claims, demands and actions in law or
equity (mcluding reasonable aztmey's fees and litigation expenses) that arse out oC, pertain to,
or relate to the negligence, recklessness at willful misconduct of JPM, its Principals, officers,
employees, agents or volunteers in the performance of this Agreement.
If JPM should subcontract all or my portion of the services to be performed under this
Agreement. IPM shall require each subcomtm actor to indemnify, hold harmless and defend City
and each of its otPcm officials, employees, agents and volunteers in eccordmce with the teals
of the preceding paragraph.
This section shall survive termittit or expiration of this Agreement.
2.8. Insurance.
(a) Throughout the life of this Agreement, RM shall Pay for and maintain in
full force and effect all insurance as raptured in Exhibit A or as may ba mlhorizN in
writing by City's Risk stammer or his/her designee in my time and in his/her sole
discretion.
Page 3 of 19
(b) If at any time during the life of the Agmement or any extension, IPM or
my of its subcontractors fail to maintain any retained issuance in full force stand effect,
all services and work under this Agreement shall be discontinued immediately, and all
payments due or that become due to JPM shall be withheld until notice is received by
City that the required inammce has been restored to full force and effect and that the
premiums therefore have been paid for a period satisfactory to City. Any failure to
maintain the required insurance shall be sufficient cause for City to terounste this
Agreement. No action taken by City pursuant to this section shall in way way relieve
IPM of its responsibilities under this Agreement. The phrase 'Veil to maintain any
required insurance shall include, without limitation, notification received by City that ant
insurer has commenced proceedings, or has had proceedings enmmen d against it,
indicating that the insurer is insolvem.
(c) he fact that insurance is obtained by JPM shall not be deemed to relme
or diminish the liability of JPM, including without limitation, liability under the
indemnity Provisions of this Agreement. The duty to indemnify City shad apply to all
claims and liability regardless of whether my inswmce policies are applicable. The
policy limits do not act as a limitation upon the amount of indemnification to be provided
by JPM. Approval or purchase of my insurance contracts or policies shall in no way
relieve from liability nor limit the liability of JPM, its principals, officers, agents,
employees, persons under the supervision of JPM, vendors, suppliers, invitees,
consultants, sub-concultants, subeontmctors, or anyone employed duectlyor indirectly by
my of them.
(d) Upon request of City, IPM shad immediately fimtish City with a complete
copy of my insurance policy required under tlas Agreement, including all endorsement
with said copy certified by the underwriter to be a true and scarcer copy of the original
policy. his requirement shall survive expiration or termination ofthis Agreement.
(e) B JPM should subcontract all or any portion of the services to he
performed under this Agreement. JPM shall require each subcommcser to provide
insurance protection in favor of City and each of its officers, officials, employees, agents
and volunteers to accordance with the runs of this section, except that my required
certificates and applicable endorsements shall be an file with PM and City prior to the
commencement of my services by the subconracmr.
2.9. CouBict of Interest and Non-Solicitation.
(a) Prior to City's execution of this Agreement JPM stall complete. a City of
Fremo conflict of interest disclosure statement in the form as set forth w Exhibit B.
During the term of this Agreement, JPM shall have the obligation and duty to
mmediately notify City in writing of my change to the informetim provided by JPM in
such statement
(b) RM shad comply, and require its subcontractors to comply, with au
applicable (i) professional canons and requmarms governing avoidance of
Page 4 of 19
impermissible client conflicts: and (it) federal, state and local conflict of interest laws and
reguhmons including, without Insulation, California Government Cade Section 1090 at,
seq., the Caldraria Pal Reform Act (California Goverment Cade Section 87100 d.
seq.) and the regulations of the Fair Political Practices Commission concerning disclosure
and disqualification (2 California Code of Regulations Section 18700 et. seq.). At any
time, upon women request of City, JPM shall provide a written opinion of its legal
uneel and not of any subcontractor that, act a due diligent inquiry, IPM and the
respectne subconetactor(s) we in full compliance with all laws and regulations. IPM
shag take, and require its subcontractors to take, reasonable steps to avoid any
appearance of a conflict of interest Upon discovery of any facts giving rise to the
appearmce of a conflict of interest RM shall 'immediately notify City of These facts in
writing.
(c) In performing the work or services to be provided meander, IPM shall
not employ or retain the services of my person while such person either is employed by
City or is a member of any City council, commission, board, committee, or sooner City
body. This requirement may be waived in writing by the City Manager, if no actual or
potential conflict is involved.
(d) IPM represents and warrants that it has not paid or agreed to pay my
comPensmion, contingent or otherwise, direct or indimct, to smicil r promo¢ this
Agreement or my rights erawfit hereunder.
(e) Neither IPM, nor my of 1PM's subcontractors performing my services on
this Project, shall bid for, assist anyone in the preparation of a bid for, or perform my
services pursuant to, my other cormact In connection with, this Project unless fully
disclosed to and approved by the City Manager, in advance and in writing. JPM and my
of is subcontractors shall have no interest direct or indirect in my other contract with a
Wird party in connection with this Project unless such interest is in accordance with all
applicable law and fully disclosed to and approved by the City Manager, in advance and
in wrifing. Notwithstanding my apprval given by the City Manager under this
provision, JPM shall remain responsible for complying with Section (b), above.
(1) If IPM should subcontract all or my portion of the work to be performed
or services to be provided under this Agreement, IPM shall include the provisions of Na
Section 2.9 in each subcontract and require its subcontractors to comply therewith.
(g) This Section 19 shall survive expiration or uncommon of this Agreement.
2.10. Recycling Program. In the come IPM maintains an office or opemres a
fttility(ies), or is required herein to mairm n or operate same, within the incorporated limps of
the City of Fresno, IPM 9 is sole cost and expense shall:
(i) Immediately establish and maintain a viable and ongoing recycling
program, approved by City's Solid Waste Management Diviulon, for each office
and facility. Literature describing City recycling programs is available firm
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City's Solid Waste Management Division and by calling City of Fresno Recycling
Hotline at (559) 621-1111.
(it) Immediately contact City's Solid Wane Management Division at
(559) 621-1452 and schedule a fore waste audit. and cooperate with such Division
in their conduct of the audit for each office and facility.
(iii) Cooperate with and demonstrate to the satisfaction of City's Solid
Waste Management Division the establishment of the recycling program or
Paragraph (i) above had the ongoing maintenance thereof
2.1 1, Cotrfidential brformation and Ownership of Doe=cnu.
(a) Except as expressly provided by this Agreement, any reports, information,
data or other material prepared or assembled by RM pursuant to this Agreement shall act
be made available to any individual or organization by IPM without the prior written
approval of the Administrator. During the term of this Agreement, and thereafter, IPM
shall not, without the prior written constant of City, dMose to anyone any Confidential
Information. The form Confidential Information for the purposes of this Agreement shall
include all proprietary and confidential information of City, including but not limited no
business plans, marketing plans, financial information, materials, compilations,
documents, ."=Imments, models, source or object codes and other information disclosed
or submitted, totally, in writing, or by any other medium or media All Confidential
Information shall be and remain confidential and proprietary in City
(b) The City remins the intellectual end physical rights to the City PSA's and
any and all writings, documents, prepared or provided by IPM pursuant to this
Agreement and an City PSA's and writings and documents prepared or provided by JPM
pursuant to this Agreement shall be turned ova to City upon expimtlon or whormatitn of
the Agreement. IPM shall not permit the reproduction or use thereof by any other person
except as otherwise expressly provided herein.
(c) nis Section 2.11 shall survive expiration or te®ination of this
Agreement.
3, City and IPM agree to the following:
3.1. Teter of Agreement. This Agreement shall be elective from the date that set
both above ("Effective Date") and shall continue in full f sme and effect for one year from the
Effective Date and shall automatically renew for annual terms, subject en any earlier termimtioo
in accordance with this Agreement.
3.2. Termination, Remedies and Force Majeure.
(a) This Agreement shell terminate without any liability of City to JPM upon
thirty days written notice of any party.
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(b) Immediately upon my termination or expiration of this AgreemenS all
rights granted under this Agreement to JPM shall revert to City and IPM shall
(i) immediately stop all work hereunder, 6D inctudiarely cause any and all of its
Subcontractors to cease work; (iii) provide accounting in Section 6, above, add pay to
City all Donations requamunder Section 25; and (iv) return" propmos and materials
N the possession of IPM that are owned by City.
(c) Upon my breach of this Agreement by RPM, City may (i) exercise my
right, remedy (in contract, law or equity), M privilege which may be available to it under
applicable laws of the State of California or any other applicable law; (it) proceed by
appropriate count action to eomme the terms of the Agreement, and/or (iii) recover all
direct, indirect, consequential, economic and incidental damages for the branch of the
Agreement. If it is determined that City improperly terminated this Agreement for
default, such termination shall he deemed a uncommon for convenience.
(d) JPM shall provide City with adequate written assurances of fume
Performance, upon Adminimama's request, no the event JPM fails to comply with my
terms or conditions of this Agreement.
(e) RM shall be liable for default unless nonprrfmmavce is caused by an
occurrence beyond the reasonable control of JPM and without its fault or negligence such
as, m¢ of God or the public enemy, acts of City in its concerned! capacity, for, Floods,
epidemics, quarantine restrictions, m ixot, unusually severe weather, and delays of
common carriers. IPM shall notify Administrator in writing as soot as it is reasonably
possible after the commencement of my excusable delay, seting forth the bafl particulars
in connection therewith, and shat remedy such occurrence with all reasonable dimvwh,
and shell promptly give written notice to Admivim ostor of the cessation of such
aceumence.
3.3. General Terms.
(a) Except as otherwise provided by law, all dunces expressly required of City
within the body of this Agreement, and ant otherwise specifically provided for, shat ha
effective only ifsigned by the Administrator or his/her designee.
(b) Records of IPM's expeosas pertaining to the Projem shall be kept on a
generally recognized accounting basis and shall be available to City or its authorized
representatives upon request during regular business hours thmughom the life of Nis
Agreement and for a period of three years after final payment or, if longer, for any period
requited by law. In addition, all books, documents, papers, and records of IPM
penainiag to the Project shall be available for me purpose of making audits,
examinat am, excerpts, and transcriptions for Ne same period of lime. This Section
3.3(b) shall survive expiration or termination of this Agreement.
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3A Nondiscrimination. To the extent required by controlling hderel, state and local
law, JPM shall not employ discriminatory practices N tee provision of services, employment of
persormel, or in any other respect on the basis of race, religious creed, color, national origin,
ancestry, physical disability, mental disability, medical condition, mantel stalus, sex, age, stated!
orientation ethlcity; namsasadisabled veteran orveteran ofthe Vietnam era
3.3, Independent Contractor.
(a) In the famishing of the services provided for herein, JPM is acting solely
as an independent contractor. Neither JPM, nor any of its officers, agents or employees
slash be deemed an office, seen, employee, joint venturer, Income or associate of City
for any purpose. City shall have no right to control or supervise or direct the mamter or
method by which IPM shall perforin its work and functions. However, City shell retain
the right to admmuster this Agreement an as to verify that IPM is performing its
obligations in accordance with the terms and conditions thereof.
(b) This Agreement does not evidence a partnership or Joint venture between
RM and City. IPM shelf have an authority to bind City absent City's express wnnen
consent Except to the extent otherwise provided in this Agra ment, IPM shall beer its
own costs and expenses in pursuit thereof.
(c) Bemuse of its solus as an independent encounter, 1PM and its officers,
agents gad employees shall have absolutely no right to employment rights and benefits
avutaele to City employees. PM sball be solely liable god responsible for all payroll
and tar withholding and far providing b, or on behalf of, its employees all employee
benefits including, without limitatim, hsslth, welfae and retirement benefits. In
additions, together with its other obligations under this Agreement JPM shd i be solely
responsible, indemnify, defend and save City harmless from all matters relating In
employment and tan withholding for and payment of IPM's employees, including,
without limitation, (i) compliance with Social Security and unemployment insurance
withholding, payment of workers' compensation benefits; and all other laws and
regulations governing masers of employee withholding, tams and payment; and (ii) any
claim of right or interest in City employment benefits, em blements, proposes and/or
furans offered employees of City whether arising by reason of any common law, de facet,
lensed, or co -employee rights or other theory. It is acknowledged that during the term of
this Agreement. IPM may be providing services to others unrelated to City or to this
Agreement.
3.6. Notices. Any notice required or intended to be given to either party under the
corms of this Agreement shall be in writing and sill be deemed to be duty given if delivered
personally, transmitted by facsimile followed by telephone confirmation of treat or and by
United Sales registered or certified mail, with postage prepaid return receipt requested,
addressed m the party to which notice is to be given at the party's address set forth on the
signature page of this Agreement or at such atter address as the parties may from time re time
designate by written notice. Notices served by United States mail in the manner above descnbed
shall be deemed sufficiently served or given at the time of the mailing thereof.
Paye 8 of 19
37. Binding. Subject to Section 3.8, below, once this Agreement is signed by all
parties, it shall be binding upon, and shall inure to the benefit of, all parties, and each parties'
respective heirs, successors, assigns, transferees, agents, servants, employees and representatives.
3.8. Assignment. This Agreement is personal in JPM and there shall be no assignment
by JPM of its rights or obligations under this. Agreement without the prior written approval of the
City Manager or Mother designee. Any attempted assignment by JPM, its successors or sessions.
shall be null and void unless approved in writing by the City Manager or his/her designee.
3 9. Compliance With Law. In providing the services required under this Agreement,
JPM shall at at times comply with all applicable laws of the United States, the Shite of
California and City, and with all applicable regulations promulgated by fMeral, state, regional,
or local administrative and regulatory agencies now or force no m they may be enacted, issued,
or amended during the term of this Agreement.
3.10. Waiver. The waiver by either party of a breach by the other of any provision of
thus Agreement shall not constitute a continuing waiver or a waiver of any subsequent branch of
either the sameu a diff nt provision of this Agreement. No provisions of this Agreement may
be waived udess or writing and signed by all parties to this Agreement. Waiver of any one
provisionbereiv shall not be deemed to be a waiver ofamy emu provision herein.
3.11. Governing Law and Venue. This Agreement shall be governed by, and construed
and enforced in accordance with, the laws of the State of California, excluding, however, any
conflict of laws n le which would apply the law of another jurisdiction. Venue for purposes of
the filing of my action regarding the enforcement or interpretation of this Agreement and any
rights and duties hereamer shall be Fresno County, California.
3.12. Headings. no section headings or this Agreement are for convenience and
reference ody and shall not be construct or held in my way to explain, modify or add to rhe
interpretation or meaning of tha provisions of this Agreement.
3.13. Severability. The provisions of this Agreement are severable. The invalidity, or
unenforceability of my one provision in this Agreement shall not eHat the other provisions.
3.14. Inrerpretetiom he patties mknowledge that this Agreement in its fecal form is
the result of the combined efforts of the parties and that, should my provision of this Agreement
be found to be ambiguous m my way, sucb ambiguity shall not be resolved by construing this
Agreement iso favor of or against either party, but rather by construing the terms or accordance
cards their generally accepted meaning.
3.15. Attorney's Fees. If either party is required to commence my proceeding or legal
action to enforce or interpret any term, covenant or condition of this Agreement, the prevailing
party in such proceeding or action shall he outrtled to recover fives the other parry its reasonable
attorney's fees and legal expenses.
Page 9 of 19
3.16. Exhibits. Each exhibit and attachment referenced m this Agreement is, by the
reference, incorporated into and made a pan of this Agreement.
3.17. Precedence of Documents. In the event of any conflict between the body of thea
Agreement and any Exhibit or Attachment hereto, the temps and conditions of the body of this
Agreement shall control and cake precedence over the terms and conditions expressed within the
Exhibit or Attachment FuMermorc, any terms or conditions contained within any Exhibit or
Attachment hereto which purport to modify the allocation of risk between the patties, provided
forwithin the body ofthis Agreement shall be nWl and void.
3.18. Cumulative Remedies. No remedy or election hereunder shall be deemed
exclusive bee shall, wherever possible, be cumulative with all other remedies at law oris equity.
3.19. No Third Parry Beneficiaries. The rights, mtereata, duties and obligations defined
within this Agreement are intended for the specific parties hereto m idendfied in the preamble of
this Agreement. Notwithstmding anything slated to the contrary in this Agreement, it is not
intended got my rights or interests in this Agreement benefit or Flow to the interest of any third
Parties.
3.20. Extent of Agreement Each parry acknowledges that they have read and fully
understand the contents of this Agreement. This Agreement represents the entire and integrated
agreement between the parries with respect to the subject matter hereof and supersedes all prior
negotiations, representations or agreements, either written or ornl. This Agreement may be
modified only by written instrument duly authorized and executed by both City and JPM.
321 Good Faith; Ethical Standard. Each party will exercise their rights and
obligations under this Agreement in goad faith and fav naming and with hammy, honesty,
professionalism and consistent with ethical business conduct.
111
I/
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W WITNESS WHEREOF, the parties have executed this Agreement at Fresno.
California, the day, and year first above written.
Cityof Fresno.
a California municipal corporation
By:
Andrew T. Soum, City M ger
Cltyoffresx II zs 09
ATTEST:
REBECCA E. J(LISCH
Ciy� Clerk o
By\%(,ivr2 �+a
Deputy n�esloT
APPROVED AS TO FORM:
JAMES C. SANCHEZ
City Alto ey
By:
m5 af5n Date
epu ny Attorney
Addresses
City:
Fresno Fire Department
Attention; Randy R. Bruegman
911 H street
Fresno, CA 93721
Phone: (559)6214002
FAX: (559) 498-4261
1P Marketin&a Division of Two Q, Ino,
a Cal i fomia corporation
By: CY t
Name:..La (')
Title; _ r,1P.a r dr, -T
(if corporation or LLC, Board
Client, Pres. or Vice IRes.)
By:_
Name: ��Qhl`l�tflllll tt�Y10
Title: IYP0.(U bv—
(if corporation or LLC, CFO,
Decanter, Secretary or Assistant
Secretary)
JIM:
JP Marketing. Inc.
Attention: Jane Olvem Quell
7690 N. Palm Avenue, Suite 105
Fresno, CA 93711-5772
Phone: (559) 438-2180
Anecbments:
1. Exhibit A- Insurance Requirements
2. Exhibit B-Contlimoflntemst Disclosure Form
3. Exhibit C - Scope of Work for Fume PSAs
4.. Exhibit D -Scope of Work for CityPSAs
KCP ,e Ira[ Aorl cord
Page 11 of 19
Exhibit
INSURANCE REQUIREMENTS
Syndication Agreement between City ofFrauuo (`City")
and M Marketing, A Division of Two Q, Inc. (`SPM^)
Syndication and Marketing of PSA's
Minimum Scope of Insurance
Coverage shall be at least as broad as:
1. The most current version of Insurance Services Office (ISO) Commercial General
Liability Coverage Form CG 00 01, which shall include insurance for "busily
injury," "property damage" and "personal and advertising injury" with coverage
for premises and operations, products and completed operations, and commensal
liability.
2. no most convent version of Insurance Service Office (ISO) Business Auto
Coverage Farm CA 00 01, which shall include coverage for all owned, hired, and
non -owned automobiles or other bcensed vehicles (Cade 1- Any Auto).
3. Workers' Compensation insurance as required by the California Labor Code and
Employer's Liability Insurance.
4. Professional Liability (En ars and Omissions) insurance appropriate to 1PM's
profession. Architect's and engineer's coverage a to be endorsed to include
contractual liability.
Mimmam Limits of Insurance
3PM shall maintain limits of liability of not less than:
1. General Liability
31,000,000 per occurrence for bodily injury and property damage
$1,000,000 per occurrence for personal and advertising injury
$2,000,000 aggregate for products and completed comments
$2,000,000 general aggregate applying separately to the work performed ander
the Agreement
2. Automobile Liability:
$LM0,000 per accident for bodily injury and property damage
I. Employer's liability
$1,000,000 each accident ftabodily, injury
$1,000,000 disease each employee
$1,000,000 disease policy Limit
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4. Professional Liability (Errors and Omissions)
51,000,000 per claimladcurrence
$2,000,000 policy aggregate
Umbrella or Excess Insurance
In the event IPM purchases an Umbrella or Excess insurance policy(ies) to meet the "Minimum
Limits of Insurance." this insurance policy(ies) shall "follow form" and afford no less coverage
then the primary insurance policy(ies).
Deductibles and Self -Insured Retentions
RM shall be responsible for payment of any deductibles contained in my insurance polices
natured hereunder and ]PM "I also be responsible for payment of any self-insured retardant.
Ary deductibles or self-insured mentions must be declared to, and approved by, the City's Risk
Menager or his@er designee. At the option of the City's Risk Manager or his/her designee,
either (i) the Insurer shell reduce or eliminate such deductibles or self-insured retentions as
neatens City, its ofhceR, o)iicials, employees, agents and volunteers; or (ii) JPM shell provide a
financial guarantee, satisfactory to CiVs Risk Manager or hieler designee, guaranteeing
payment of losses and reluted investigations, claim administration and defense expenses. At no
time shall City be responsible for Ne payment of my deductibles or self-insured actuations.
Other hrsuramo a Provisions
The General Liability and Amomobile Liability insurance policies are in contain, or he endorsed
to contain; the following provisions:
I. City, its officers, officials, employees, agents and volunteers are to be covered n
additional insureds.
2. The coverage shall contain no special limitations on the scope of prosection
afforded to City, its officers, officuds, employees, agents and volurucem.
3. JPM'sinsurance coverage shall be primary and no contriWtion shall be required
ofcity.
The Workers' Compensation Irnsurance policy is in contain, or be endorsed to contain, the
following provision: RM and its insurer shad waive my right of subrogation against City, its
officers, officials, employees, agents and volunteers.
If the.Professional Liability (Errors and Omissions) ingi once policy is written on a claims -made
form:
1. The "Rano Date" must be shown, and must be before the effective date of the
Agreement or the co increasing of work by JPM.
2. Insurance must be maintained and evidence of Insurance in= be provided for at
tent 5 years after any expiration or termination of the Agreement or, in the
Page 13 of 19
alternative, the polity shall be endorsed to provide not less than a 5 -year
discovery period. This requnement shall survive expiration or termination of the
Agreement.
3. If coverage is canceled or non -renewed, and not replaced wide another claims -
made policy form with a "Retro Owe" prior to the effective date of the
Agreement TPM must purchase "extended reporting" coverage for a minimum of
5 vears following the expiration or termination of the Agreement
4. A copy of the claims moortingmquinmarts must be submitted to City for review.
5. These requirements shall survive expiration or termination of the Agreement.
Au policiesof insurance required hereunder shall be endorsed to provide that the coverage shall
not he cancelled, non -renewed, refused in coverage or in limits except atter 30 calendar day
written notice by certified mail, return receipt requested, has been given on City. Upon issuance
by the insurer, broker, or agent of a notice of cancellation, non -renewal, or refuction in covemge
Or in limis, IPM shall fvmish City with a new certificate and applicable endorsements for such
policy(ies). In the event any policy is due r expire during the work to he performed for City,
IPM shall provide a new certificate, and applicable endorsements, evidencing renewal of such
policy not less tarn 15 calendar days prior to the expiration daze of the expiring policy.
Acceptability of Insurers
All policies of insurance required heren der shell be placed with an instance compary(ies)
admitted by the California Insurance Commissioner to do business in the State of California and
rated not less Wm "A -VII" in Best's Insurance Rating Guide; or nudeorized by City's Risk
Manager.
Verification of Coverage
1PM shall furnish City with all certificate(s) and applicable endorsements effecting coverage
required hereunder. All certificates and applicable endorsements are to be ne eived and
approved by the City's Risk Manager or bisNer designee prior to City's execution of the
Agreement and before work commences.
Pere 14 of 19
Exhibit B
DISCLOSURE OF CONFLICT OF INTEREST
Marketing and Syndication of PSA's
Explanation: )) n
Sigvanve �JQl/- f�/�1�-�—
(nam) Jane O. Qw Le
(company)J.P ff a„ 1'4-D--
(address) Itel, ?J FfJ�Jgrk t05
11 Additional page(s) attached.
(city state zip) r��I
[A 613711
page 15"of 19
YES'
NO
1
Are you currently in litigation with the City of Fresno or my of its
❑
agents?
3
Do you represent my firm, organization or person who is in❑
litigation with the City of Fresno?
3
Do you currently represent or perfom work for any clients who do
❑
business with the City of Fresno?
4
Are you or my of your principals, managers or professionals,
owners or investors in a business whichdoes business with the City
❑
of Fresno, or in a business which is in litigation with the City of
Fresno?
5
Are you or my of your principals, moragers or professionals,
related by blood or marriage to my City of Fresno employee who
❑
has my significant role in the subject matter of this service?
6
Do you Or my of your subcontractors have, or expect to have, my
interest, direct or indirect, in my other convect in conammon with
❑
this Project?
" If the answer to my question is yes, please explain in fall below.
Explanation: )) n
Sigvanve �JQl/- f�/�1�-�—
(nam) Jane O. Qw Le
(company)J.P ff a„ 1'4-D--
(address) Itel, ?J FfJ�Jgrk t05
11 Additional page(s) attached.
(city state zip) r��I
[A 613711
page 15"of 19
Exhibit C— Scone of Work to Produce Future PSA'
FamrePSA's-FSreAwaeeness Enhancement CamPalgn
IPM recommends the fallowing topics be considered to chance the City's Public Service
Amouncemem campaign:
1. Cooking
Topics to include in PSA are:
a. Always make sure an adult is Or the kitchen when something is cooking on she
stove, never leave food cooking on your stove unattended and don't wok
when you're drowsy.
b. Keep your stovetop clean of grease, spills and clutter that might accidentally
catch on fire.
c. When you cook, nun pot handles in toward the back of the stove so curious
little hands can't accidentally spill the contents.
2. Cigarettes
Topics to include in PSA are:
a. If anyone in your house smokes, snake sure they use large, deep, von -tip, non-
combustible ashtrays.
b. Never smoke when sleepy and never smoke in bed.
c. Store matches and lighters out of sight and out of reach of curious children
d. Sisk cigarette and cigar buns and ashes in water before thmwing them away.
3. Candles
Topics to include in PSA are:
a. Keep candles away from anything East can bum and put them am when you
leave the mom or go to slap.
b. Use a stable, non-combustible candleholder.
Aber researching the leading causes of home fire, IPM found that the above three PSA's would
help educate the public on fire safety and help save fives. Additionally, there may be other
topics that the City wood like to prioritize and include in Future PSA's.
Nothing provided in this Scope or the Agreement is insmded to limit the subject menet covered
Or any Future PSA or commit the City to Producing a particular Future PSA. The City may
choose to produce one or all of the above PSA's or nave of the above PSA's and product
diff nt PSA's of the City's awn choosing.
PSA Package Pricing
JPM agrees to provide monkey creative development and production for Fugue PSA's, which
when completed can be marketed and syndicated corssistent with the Agreement. The subject
matter of all Future PSA's is determined by the City. The City has sole discretion to make all
decisions on the content of Future PSA's. The City in the reasonable discretion of the
Page 16 of 19
Administrator may reject and not pay for cry Future PSA produced by JPM that does not
reassembly meet the objective of me City, me intent of the Agreement or puts the City in a bed
ight.
The following is the pricing for producing Future PSA's under the Agreement which shall
include, but not be limited to, all shooting, editing. music, graphics, voice talent (if applicable),
dubs and youtube.com posting, developing the concepts and spots with syndication in mind:
one (1)
:30
PSA
-$2500
One (1)
:60
PSA
-$3500
Two (2)
:30
PSA's
- $4700 ($2350 ea)
Two (2)
;60
PSA's
- $6700 ($3350 ea)
Three (3)
30
PSA's
-$6600 ($2200 ea)
Tbrea (3)
:60
PSA's
- $9600 ($3200 ea)
Font (4)
:30
PSA's
- 58000 ($2000 ea)
Few (4)
:60
PSA's
- 512000 ($3000 ea)
Additional
:30's
-$2000 each
Additional
:60's
-$3000 each
To cut any :W to a:30 or any :30 to a:15 —additional $850 each
Page 17 of 19
Exhibitb—Scone of T4ork to Market andProduce Syndicated
Citv PSA's (Existing PSA's and Future PSA' )
Syndication Development
The Existing PSA's are ready for immediate syndication:
1. Drinking and Driving
2. Deck the Halls
3. Fireworks
4. Smoke Detectors'
'This spot con be left "as is" or made generic with generic fire apparel.
If made generic, there will he an additional production cost.
Included in the syndication package, IPM will offer two versions of spot syndication for
purchasing Agencies:
1. Generic Version
This generic version of the spot will not feature a fire or law enhancement agency
representative. Rather, it will be strictly voice over under graphics and video
where them is a fire or law enforcmaent agency representative on camera now.
2. Customizable Version
Thisversion will leave a donut hole where City representatives we on common
DOW so purchasing fire agencies will have room to heart their own [am] fire or
law enforcement agency reprexntatives. To insert a IoW repocandarive the
Agency will have two options:
a. IPM b Sheol and produce agency mpresentative and drop into syndicated
commercial. The Purchasing Agency would cover IPM's travel and
expenses as well as production f and this would be negotiated directly
with the purchasing Agency.
b. Purchasing Agency has a IoW production company or television stafion
shoot and Mit the donut hole with their IoW fire or law enforcement
agency representatives.
The pricing structure will feature price breaks for cath spot purchased up to. six :30 spots. For
each syndication package sold, fimds will be distributed, consonant with the Agreement is the
following manner:
Page 18 of 19
Percentage
Number of Spots at
In Gry
Sales Bartge*
$2,350 Ave,
Net to City
20%
$0
$120,000
0
51
$24,000
230/,
$120,001
$235,000
51
100
$26,450 $50,450
25%
$235,001
$335,000
IN
143
$25,000
28%
5335,001
$435,000
143
185
$28,000
31%
$435,001
$535,000
185
228
$31,000
35%
$535,001
$635A00
228
270
$35,000
40%
$635,001
$735,000
270
313
$40,000
45%
$735,001
$835,000
313
355
$45,000
5000
$835,001
$935,000
355
398
$50,000
$304,447
'Would not include spot origiwrion in ryndication torr
Syndication Package lancing
IPM will manage the entire syndication and production effort from marketing In invoicing. Spot
syndication will No available in four packages for Foreboding agencies:
L Pac�[$2500
Includes one syndicated spot of the precluding Agency's choice. Price does not
Include customizing by JPM. For trice quote on customization, department mart
contact RM directly.
2. Package H $470 ($2350 each)
between two syndicated spans of the purchasing Agency's choice. Price does ret
include custombing by JPM For price quote on cuWomvadoq department must
Contact JPM directly,
3. Package $6600 ($2200 each)
Indoles three syndicated spots of the Purchasing Agency's Choi". Price does not
include customizing by JPM. For price quote on custom ¢tion, depumnent most
contact RM directly.
4. Package 58000($2000 each)
Includes four syndicated spots of the purchasing department's choice. Price does
not include customi7ing by JPM For price quote on customization, department
most contact JPM directly.
Agencies that have purchased spots on the fust roll out will have first opportunity to purchase
any and all new PSA's at a reduced package rete, to be set by IPU
Page 19 of 19
rQ REPORT TO THE CTTYCOUNCIL AGENDA ITEM NO.
COUNCIL MEETING 11-19-09
enMbcity tm n APPROVED AN
n,�e i s 9
o9
November 19. 2009
FROM: RANDY R BRUEGMAN, Fire Chief
Fire Department
APPROVE AGREEMENT BETWEEN THE CfTY OF FRESNO AND
JP MARKETING FOR THE PRODUCTION AND SYNDICATION OF
FIRE DEPARTMENT PUBLIC SERVICE ANNOUNCEMENTS
Staff recommends City Council appove the agreement between the City of Fresno and JP Mafkegng for the
Production and syndication of dePam inial Public service announcements (PSAs).
EXECUTIVE SUMMARY
Previously, the department has produced a number of PSAs, which have gained national attention. As such,
the Fire Department has been contacted by a number of other fire departments throughout the country seeking
to use these PSAs in their jurisdictions. In some casae the use of the PSAs as they are AM in other cases
May wish to Mit specific elements to the needs of Uses community. Staff has found in many cases these
uriedictuns are not able to produce or modty the PSAs, which have been Provided a them by the City of
Resno.
In addition, ire Fire Department has been awarded a secant grant for the production of more PSAs, which
arovides an opportunity to enhance the department's educational outreach and will provide an additional
ppportunsy a syndicate the PSAs nationally_ As such, the depM ent desires to entx it an agreement with
IP Marketing for the Production of figure PSAS and to syndicate and market existing PSAs to other
lepartments arouM the country.
BACKGROUND
The City produced several PSAs, which have been Shawn on local televisions and in movie theaters for the
Mat three years. Seminal of these PSAs have gained natural attention ant recognition, specifically the
sprinkler and the holiday safety PSAs. The dewrtrmem has been contacted by numerous departments during
the Past 24 months to provide them with copies N the PSAs to edit and use in their jowl junsulctions.
Unfortunately, in many woes, these departments do not have the technical equipment to do an effective job
and the quality of the produced PSA is less than bearable.
Mffi the mai of an additional grant for the production of mare PSAs, an opporendy exists to partner with JP
Marketng to not only Waduw new PSAs to enhance tae department's wucafianal outreach bid will bring all
the department's Produced PSAs under an umbrella where grey can ba syndicated and used nationally. The
Council
ement eenveen the City of Fresno and JP Marionng
2009
Page 2
PSAs will be provided on a national basis with JP MarkeXng taking the lead In marketing this service as well as
following up wiUr the indivitlual requests for Me departments to utilize the PSAs within their local jurisdiction.
Following is the pnciMfor future PSAs under the agreement
In addition there In an outline scope of work to market and produce syndicated Clty PSAs to gMerjunin ictions.
Syndication Paan a Pricing
1. Package g2, 500
Includes one syndicated spot of the purchasing Agency a choice Price don not include
customizing by JPM. For price quote on customization, department must comact JPM
directly.
2. Pa&�e ee$4,200($2,35o each)
Induces two syndimtetl spots of the purchasing Agency's choice. Rice does not induce
customtring by JPM. For prim quote on customization, department must mntsct JPM
directly.
3. Paclta e C $6,800 ($2,200 each)
Includes Mena syndicated some of the purchasing Agency's choice. Prim does not
include customizing by JPM. For prim quote on mstornsumon, department must contact
JPM directly,
4. Paclusne 0 50,000 ($2,000 each)
Includes four syndicated spots m Me purchasing departmem's choice. Poke does not
include customizing. by JPM. For price quote on customl2atiOn, depadment must contact
JPM directly
WSemntl PSAs
One 1
30 PSA
$2.500
Two 2
30 PSAs
$4700 $2350 each
Three 3
'.30 PSAs
$6.1500 $2200 each)
30 PSAs
$6,000 $2000 each
WFour
al:3o PSAs
152.000 each
6043amnd PSAs
Ocie 1
:80 PSA
$3500
Two (2):W
PSAs
$8,700 $3,350 each
Three (3j
150 PSAs
I WbUl.) $3,200 each
Four 4
60 PSAs
1$12,WO $3,O00eacM1
Accrional:00 PSAs
1 $3,000 each
Tocutan 60toa:30oran. 30toa
]5—adtlPoowl$850 each
In addition there In an outline scope of work to market and produce syndicated Clty PSAs to gMerjunin ictions.
Syndication Paan a Pricing
1. Package g2, 500
Includes one syndicated spot of the purchasing Agency a choice Price don not include
customizing by JPM. For price quote on customization, department must comact JPM
directly.
2. Pa&�e ee$4,200($2,35o each)
Induces two syndimtetl spots of the purchasing Agency's choice. Rice does not induce
customtring by JPM. For prim quote on customization, department must mntsct JPM
directly.
3. Paclta e C $6,800 ($2,200 each)
Includes Mena syndicated some of the purchasing Agency's choice. Prim does not
include customizing by JPM. For prim quote on mstornsumon, department must contact
JPM directly,
4. Paclusne 0 50,000 ($2,000 each)
Includes four syndicated spots m Me purchasing departmem's choice. Poke does not
include customizing. by JPM. For price quote on customl2atiOn, depadment must contact
JPM directly
Rai to Chy Cmndl
Approve Agreement Between the City IX Fresno and JP Markeft
November 19. 2008
Page 3
The pricing structure mIl sage prios Weeks for soon spat purchased up to sbi:30 spot. For each syndication
package sold, hoots will be distributed, cansistm wire the Agreement in Bre following manner:
Percentage
Numberof Spotsat
to City
Saks Rarl
$2,350 Ave.
Netm Cdy
20%
W
$120,000
0
51
$24,000
23%
$120,001
$235,000
51
100
$28,450 $50,450
25%
11235,001
$335,000
100
143
$25,000
28%
¢V 5,001
$435,W0
143
185
$20,000
31%
$135,001
W35,000
185
228
$311=
35%
$535.001
$835,000
228
270
$35,000
40%
$835.001
$735,000
270
313
$40,000
45%
$735,001
$835,000
313
355
$45,000
50%
$835,001
$935,000
355
398
550000
5W`4m7
Would rwf Mande spar originshoo or yndlcalim cuts
L IMPACT
will be no fiscal unload in respell to MIs agreement other then the matching funds related m the
Fon earth syndication package solo Ma department sill receive a pen¢ntal of the syndication
d, whidr will be pall to the lM a for the shn 8 k Ora Intern of Ve departhe c m tea Mie mw
more PSAs anti m buy more alNma for the showing at Me PSAs throughout Be community.