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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 Page 2 of 19 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 Page 5 of 19 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. Pogo 6 of 19 (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. Page 7 of 19 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/ // Page 10 or 19 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 Page 12 of 19 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.