HomeMy WebLinkAboutButler Branding a dba of Multi Marketing Corp Agreement Consultant Srvcs- 4-30-24
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AGREEMENT
CITY OF FRESNO, CALIFORNIA
CONSULTANT SERVICES
THIS AGREEMENT (Agreement) is made and entered into, effective on
______________________, by and between the CITY OF FRESNO, a California
municipal corporation (City), and Multi Marketing Corp, dba: Butler Branding.
(Consultant).
RECITALS
WHEREAS, City desires to obtain professional marketing services for branding strategy,
identity design and implementation, (Project); and
WHEREAS, Consultant is engaged in the business of furnishing services as a
professional marketing agency and hereby represents that it desires to and is
professionally and legally capable of performing the services called for by this Agreement;
and
WHEREAS, Consultant acknowledges that this Agreement is subject to the requirements
of Fresno Municipal Code Section 4-107 and Administrative Order No. 6-19; and
WHEREAS, this Agreement will be administered for City by its PARCS Director
(Administrator) or designee.
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing and of the covenants, conditions,
and premises hereinafter contained to be kept and performed by the respective parties,
it is mutually agreed as follows:
1. Scope of Services. Consultant shall perform to the satisfaction of City the services
described in Exhibit A, including all work incidental to, or necessary to perform,
such services even though not specifically described in Exhibit A.
2. Term of Agreement and Time for Performance. This Agreement shall be effective
from the date first set forth above (Effective Date) and shall continue in full force
and effect through August 31, 2024, subject to any earlier termination in
accordance with this Agreement. The services of Consultant as described in
Exhibit A are to commence upon the Effective Date and shall be completed in a
sequence assuring expeditious completion, but in any event, all such services shall
be completed prior to expiration of this Agreement and in accordance with any
performance schedule set forth in Exhibit A.
3. Compensation.
(a) Consultant’s sole compensation for satisfactory performance of all services
required or rendered pursuant to this Agreement shall be a total fee of
$18,700. Such fee includes all expenses incurred by Consultant in
performance of the services.
(b) Detailed statements shall be rendered monthly for services performed in the
preceding month and will be payable in the normal course of City business.
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(c) The parties may modify this Agreement to increase or decrease the scope
of services, extend the performance term, or provide for the rendition of
services not required by this Agreement, which modification shall include
an adjustment to Consultant’s compensation. Any change in the scope of
services must be made by written amendment to the Agreement signed by
an authorized representative for each party. Consultant shall not be entitled
to any additional compensation if services are performed prior to a signed
written amendment.
4. Termination, Remedies, and Force Majeure.
(a) This Agreement shall terminate without any liability of City to Consultant
upon the earlier of: (i) Consultant’s filing for protection under the federal
bankruptcy laws, or any bankruptcy petition or petition for receiver
commenced by a third party against Consultant; (ii) seven calendar days’
prior written notice with or without cause by City to Consultant; (iii) City’s
non-appropriation of funds sufficient to meet its obligations hereunder
during any City fiscal year of this Agreement, or insufficient funding for the
Project; or (iv) expiration of this Agreement.
(b) Immediately upon any termination or expiration of this Agreement,
Consultant shall (i) immediately stop all work hereunder; (ii) immediately
cause any and all of its subcontractors to cease work; and (iii) return to City
any and all unearned payments and a ll properties and materials in the
possession of Consultant that are owned by City. Subject to the terms of
this Agreement, Consultant shall be paid compensation for services
satisfactorily performed prior to the effective date of termination. Consultant
shall not be paid for any work or services performed or costs incurred which
reasonably could have been avoided.
(c) In the event of termination due to failure of Consultant to satisfactorily
perform in accordance with the terms of this Agreement, City may withhold
an amount that would otherwise be payable as an offset to, but not in excess
of, City’s damages caused by such failure. In no event shall any payment
by City pursuant to this Agreement constitute a waiver by City of any breach
of this Agreement which may then exist on the part of Consultant, nor shall
such payment impair or prejudice any remedy available to City with respect
to the breach.
(d) Upon any breach of this Agreement by Consultant, City may (i) exercise any
right, remedy (in contract, law or equity), or privilege which may be available
to it under applicable laws of the State of California or any other applicable
law; (ii) proceed by appropriate court action to enforce the terms of the
Agreement; and/or (iii) recover all direct, indirect, consequential, economic
and incidental damages for the breach of the Agreement. If it is determined
that City improperly terminated this Agreement for default, such termination
shall be deemed a termination for convenience.
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(e) Consultant shall provide City with adequate written assurances of future
performance, upon Administrator’s request, in the event Consultant fails to
comply with any terms or conditions of this Agreement.
(f) Consultant shall be liable for default unless nonperformance is caused by
an occurrence beyond the reasonable control of Consultant and without its
fault or negligence such as, acts of God or the public enemy, acts of City in
its contractual capacity, fires, floods, epidemics, quarantine restrictions,
strikes, unusually severe weather, and delays of common carriers.
Consultant shall notify Administrator in writing as soon as it is reasonably
possible after the commencement of any excusable delay, setting forth the
full particulars in connection therewith, and shall remedy such occurrence
with all reasonable dispatch, and shall promptly give written notice to
Administrator of the cessation of such occurrence.
5. Confidential Information and Ownership of Documents.
(a) Any reports, information, or other data prepared or assembled by
Consultant pursuant to this Agreement shall not be made available to any
individual or organization by Consultant without the prior written approval of
the Administrator. During the term of this Agreement, and thereafter,
Consultant shall not, without the prior written consent of City, disclose to
anyone any Confidential Information. The term Confidential Information for
the purposes of this Agreement shall include all proprietary and confidential
information of City, including but not limited to business plans, marketing
plans, financial information, materials, compilations, documents,
instruments, models, source or object codes and other information
disclosed or submitted, orally, in writing, or by any other medium or media.
All Confidential Information shall be and remain confidential and proprietary
in City.
(b) Any and all writings and documents prepared or provided by Consultant
pursuant to this Agreement are the property of City at the time of preparation
and shall be turned over to City upon expiration or termination of the
Agreement. Consultant shall not permit the reproduction or use thereof by
any other person except as otherwise expressly provided herein.
(c) If Consultant should subcontract all or any portion of the services to be
performed under this Agreement, Consultant shall cause each
subcontractor to also comply with the requirements of this Section 5.
(d) This Section 5 shall survive expiration or termination of this Agreement.
6. Professional Skill. It is further mutually understood and agreed by and between
the parties hereto that inasmuch as Consultant represents to City that Consultant
and its subcontractors, if any, are 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
Consultant and any subcontractors to do and perform such services in a skillful
manner and Consultant agrees to thus perform the services and require the same
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of any subcontractors. Therefore, any acceptance of such services by City shall
not operate as a release of Consultant or any subcontractors from said
professional standards.
7. Indemnification. To the furthest extent allowed by law, including California Civil
Code section 2782, Consultant shall indemnify, hold harmless and defend City and
each of its officers, officials, employees, agents and volunteers from any and all
loss, liability, fines, penalties, forfeitures, costs and damages (whether in contract,
tort or strict liability, including but not limited to personal injury, death at any time
and property damage), and from any and all claims, demands and actions in law
or equity (including reasonable attorney's fees, litigation expenses and cost to
enforce this Agreement) that arise out of, pertain to, or relate to the negligence,
recklessness or willful misconduct of Consultant, its principals, officers,
employees, agents or volunteers in the performance of this Agreement.
If Consultant should subcontract all or any portion of the services to be performed
under this Agreement, Consultant shall require each subcontractor to indemnify,
hold harmless and defend City and each of its officers, officials, employees, agents
and volunteers in accordance with the terms of the preceding paragraph.
This section shall survive termination or expiration of this Agreement.
8. Insurance.
(a) Throughout the life of this Agreement, the Consultant shall pay for and
maintain in full force and effect all insurance as required in Exhibit B, which
is incorporated into and part of this Agreement, with an insurance
company(ies) either (i) admitted by the California Insurance Commissioner
to do business in the State of California and rated no less than “A-VII” in the
Best’s Insurance Rating Guide, or (ii) as may be authorized in writing by the
City’s Risk Manager or designee at any time and in its sole discretion. The
required policies of insurance as stated in Exhibit B shall maintain limits of
liability of not less than those amounts stated therein. However, the
insurance limits available to the City, its officers, officials, employees,
agents, and volunteers as additional insureds, shall be the greater of the
minimum limits specified therein or the full limit of any insurance proceeds
to the named insured.
(b) If at any time during the life of the Agreement or any extension, the
Consultant or any of its subcontractors/sub-consultants fail to maintain any
required insurance, all services and work under this Agreement shall be
discontinued immediately, and all payments due, or that become due, to the
Consultant shall be withheld until insurance is in compliance with the
requirements. Any failure to maintain the required insurance shall be
sufficient cause for the City to terminate this Agreement. No action taken by
the City pursuant to this section shall in any way relieve the Consultant of
its responsibilities under this Agreement. The phrase “fail to maintain any
required insurance” shall include, without limitation, notification received by
the City that an insurer has commenced proceedings, or has had
proceedings commenced against it, indicating that the insurer is insolvent.
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(c) The fact that insurance is obtained by the Consultant shall not be deemed
to release or diminish the liability of the Consultant, including, without
limitation, liability under the indemnity provisions of this Agreement. The
duty to indemnify the City shall apply to all claims and liability regardless of
whether any insurance policies are applicable. The policy limits do not act
as a limitation upon the amount of indemnification to be provided by the
Consultant. Approval or purchase of any insurance contracts or policies
shall in no way relieve from liability nor limit the liability of the Consultant,
its principals, officers, agents, employees, persons under the supervision of
the Consultant, vendors, suppliers, invitees, consultants, sub-consultants,
subcontractors, or anyone employed directly or indirectly by any of them.
9. Conflict of Interest and Non-Solicitation.
(a) Prior to City’s execution of this Agreement, Consultant shall complete a City
of Fresno conflict of interest disclosure statement in the form as set forth in
Exhibit C. During the term of this Agreement, Consultant shall have the
obligation and duty to immediately notify City in writing of any change to the
information provided by Consultant in such statement.
(b) Consultant shall comply, and require its subcontractors to comply, with all
applicable (i) professional canons and requirements governing avoidance
of impermissible client conflicts; and (ii) federal, state and local conflict of
interest laws and regulations including, without limitation, California
Government Code Section 1090 et. seq., the California Political Reform Act
(California Government Code Section 87100 et. 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 written request of City, Consultant shall provide a written
opinion of its legal counsel and that of any subcontractor that, after a du e
diligent inquiry, Consultant and the respective subcontractor(s) are in full
compliance with all laws and regulations. Consultant shall 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
appearance of a conflict of interest, Consultant shall immediately notify City
of these facts in writing.
(c) In performing the work or services to be provided hereunder, Consultant
shall not employ or retain the services of any person while such person
either is employed by City or is a member of any City council, commission,
board, committee, or similar City body. This requirement may be waived in
writing by the City Manager, if no actual or potential conflict is involved.
(d) Consultant represents and warrants that it has not paid or agreed to pay
any compensation, contingent or otherwise, direct or indirect, to solicit or
procure this Agreement or any rights/benefits hereunder.
(e) Neither Consultant, nor any of Consultant’s subcontractors performing any
services on this Project, shall bid for, assist anyone in the preparation of a
bid for, or perform any services pursuant to, any other contract in connection
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with this Project unless fully disclosed to and approved by the City Manager,
in advance and in writing. Consultant and any of its subcontractors shall
have no interest, direct or indirect, in any other contract with a third 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 writing. Notwithstanding any approval given by the City
Manager under this provision, Consultant shall remain responsible for
complying with Section 9(b), above.
(f) If Consultant should subcontract all or any portion of the work to be
performed or services to be provided under this Agreement, Consultant
shall include the provisions of this Section 9 in each subcontract and require
its subcontractors to comply therewith.
(g) This Section 9 shall survive expiration or termination of this Agreement.
10. Recycling Program. In the event Consultant maintains an office or operates a
facility(ies), or is required herein to maintain or operate same, within the
incorporated limits of the City of Fresno, Consultant at its sole cost and expense
shall:
(a) Immediately establish and maintain a viable and ongoing recycling
program, approved by City’s Solid Waste Management Division, for each
office and facility. Literature describing City recycling programs is available
from City’s Solid Waste Management Division and by calling City of Fresno
Recycling Hotline at (559) 621-1111.
(b) Immediately contact City’s Solid Waste Management Division at
(559) 621-1452 and schedule a free waste audit, and cooperate with such
Division in their conduct of the audit for each office and facility.
(c) Cooperate with and demonstrate to the satisfaction of City’s Solid Waste
Management Division the establishment of the recycling program in
paragraph (a) above and the ongoing maintenance thereof.
11. General Terms.
(a) Except as otherwise provided by law, all notices expressly required of City
within the body of this Agreement, and not otherwise specifically provided
for, shall be effective only if signed by the Administrator or designee.
(b) Records of Consultant’s expenses pertaining to the Project 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
throughout the life of this Agreement and for a period of th ree years after
final payment or, if longer, for any period required by law. In addition, all
books, documents, pape`rs, and records of Consultant pertaining to the
Project shall be available for the purpose of making audits, examinations,
excerpts, and transcriptions for the same period of time. If any litigation,
claim, negotiations, audit or other action is commenced before the
expiration of said time period, all records shall be retained and made
available to City until such action is resolved, or until the end of said time
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period whichever shall later occur. If Consultant should subcontract all or
any portion of the services to be performed under this Agreement,
Consultant shall cause each subcontractor to also comply with the
requirements of this paragraph. This Section 11(b) shall survive expiration
or termination of this Agreement.
(c) Prior to execution of this Agreement by City, Consultant shall have provided
evidence to City that Consultant is licensed to perform the services called
for by this Agreement (or that no license is required). If Consultant should
subcontract all or any portion of the work or services to be performed under
this Agreement, Consultant shall require each subcontractor to provide
evidence to City that subcontractor is licensed to perform the services called
for by this Agreement (or that no license is required) before beginning work.
12. Nondiscrimination. To the extent required by controlling federal, state and local
law, Consultant shall not employ discriminatory practices in the provision of
services, employment of personnel, or in any other respect on the basis of race,
religious creed, color, national origin, ancestry, physical disability, mental disability,
medical condition, marital status, sex, age, sexual orientation, ethnicity, status as
a disabled veteran or veteran of the Vietnam era. Subject to the foregoing and
during the performance of this Agreement, Consultant agrees as follows:
(a) Consultant will comply with all applicable laws and regulations providing that
no person shall, on the grounds of race, religious creed, color, national
origin, ancestry, physical disability, mental disability, medical condition,
marital status, sex, age, sexual orientation, ethnicity, status as a disabled
veteran or veteran of the Vietnam era be excluded from participation in, be
denied the benefits of, or be subject to discrimination under any program or
activity made possible by or resulting from this Agreement.
(b) Consultant will not discriminate against any employee or applicant for
employment because of race, religious creed, color, national origin,
ancestry, physical disability, mental disability, medical condition, marital
status, sex, age, sexual orientation, ethnicity, status as a disabled veteran
or veteran of the Vietnam era. Consultant shall ensure that applicants are
employed, and the employees are treated during employment, without
regard to their race, religious creed, color, national origin, ancestry, physical
disability, mental disability, medical condition, marital status, sex, age,
sexual orientation, ethnicity, status as a disabled veteran or veteran of the
Vietnam era. Such requirement shall apply to Consultant’s employment
practices including, but not be limited to, th e following: employment,
upgrading, demotion or transfer; recruitment or recruitment advertising;
layoff or termination; rates of pay or other forms of compensation; and
selection for training, including apprenticeship. Consultant agrees to post
in conspicuous places, available to employees and applicants for
employment, notices setting forth the provision of this nondiscrimination
clause.
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(c) Consultant will, in all solicitations or advertisements for employees placed
by or on behalf of Consultant in pursuit hereof, state that all qualified
applicants will receive consideration for employment without regard to race,
religious creed, color, national origin, ancestry, physical disability, mental
disability, medical condition, marital status, sex, age, sexua l orientation,
ethnicity, status as a disabled veteran or veteran of the Vietnam era.
(d) Consultant will send to each labor union or representative of workers with
which it has a collective bargaining agreement or other contract or
understanding, a notice advising such labor union or workers'
representatives of Consultant’s commitment under this section and shall
post copies of the notice in conspicuous places available to employees and
applicants for employment.
(e) If Consultant should subcontract all or any portion of the services to be
performed under this Agreement, Consultant shall cause each
subcontractor to also comply with the requirements of this Section 12.
13. Independent Contractor.
(a) In the furnishing of the services provided for herein, Consultant is acting
solely as an independent contractor. Neither Consultant, nor any of its
officers, agents, or employees shall be deemed an officer, agent, employee,
joint venturer, partner or associate of City for any purpose. City shall have
no right to control or supervise or direct the manner or method by which
Consultant shall perform its work and functions. However, City shall retain
the right to administer this Agreement so as to verify that Consultant is
performing its obligations in accordance with the terms and conditions
thereof.
(b) This Agreement does not evidence a partnership or joint venture between
Consultant and City. Consultant shall have no authority to bind City absent
City’s express written consent. Except to the extent otherwise provided in
this Agreement, Consultant shall bear its own costs and expenses in pursuit
thereof.
(c) Because of its status as an independent contractor, Consultant and its
officers, agents, and employees shall have absolutely no right to
employment rights and benefits available to City employees. Consultant
shall be solely liable and responsible for all payroll and tax withholding and
for providing to, or on behalf of, its employees all employee benefits
including, without limitation, health, welfare and retirement benefits. In
addition, together with its other obligations under this Agreement,
Consultant shall be solely responsible, indemnify, defend and save City
harmless from all matters relating to employment and tax withholding for
and payment of Consultant'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 matters of employee withholding, taxes and
payment; and (ii) any claim of right or interest in City employment benefits,
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entitlements, programs and/or funds offered employees of City whether
arising by reason of any common law, de facto, leased, or co -employee
rights or other theory. It is acknowledged that during the term of this
Agreement, Consultant may be providing services to others unrelated to
City or to this Agreement.
14. Notices. Any notice required or intended to be given to either party under the terms
of this Agreement shall be in writing and shall be deemed to be duly given if
delivered personally, transmitted by facsimile followed by telephone confirmation
of receipt, or sent by United States registered or certified mail, with postage
prepaid, return receipt requested, addressed to 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 other address as the parties may from time to time designate by written
notice. Notices served by United States mail in the manner above described shall
be deemed sufficiently served or given at the time of the mailing thereof.
15. Binding. Subject to Section 16, 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.
16. Assignment.
(a) This Agreement is personal to Consultant and there shall be no assignment
by Consultant of its rights or obligations under this Agreement without the
prior written approval of the City Manager or designee. Any attempted
assignment by Consultant, its successors or assigns, shall be null and void
unless approved in writing by the City Manager or designee.
(b) Consultant hereby agrees not to assign the payment of any monies due
Consultant from City under the terms of this Agreement to any other
individual(s), corporation(s) or entity(ies). City retains the right to pay any
and all monies due Consultant directly to Consultant.
17. Compliance With Law. In providing the services required under this Agreement,
Consultant shall at all times comply with all applicable laws of the United States,
the State of California and City, and with all applicable regulations promulgated by
federal, state, regional, or local administrative and regulatory agencies, now in
force and as they may be enacted, issued, or amended during the term of this
Agreement.
18. Waiver. The waiver by either party of a breach by the other of any provision of this
Agreement shall not constitute a continuing waiver or a waiver of any subsequent
breach of either the same or a different provision of this Agreement. No provisions
of this Agreement may be waived unless in writing and signed by all parties to this
Agreement. Waiver of any one provision herein shall not be deemed to be a waiver
of any other provision herein.
19. 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 rule which would apply the law of another jurisdiction.
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Venue for purposes of the filing of any action regarding the enforcement or
interpretation of this Agreement and any rights and duties hereunder shall be
Fresno County, California.
20. Headings. The section headings in this Agreement are for convenience and
reference only and shall not be construed or held in any way to explain, modify or
add to the interpretation or meaning of the provisions of this Agreement.
21. Severability. The provisions of this Agreement are severable. The invalidity, or
unenforceability of any one provision in this Agreement shall not affect the other
provisions.
22. Interpretation. The parties acknowledge that this Agreement in its final form is the
result of the combined efforts of the parties and that, should any provision of this
Agreement be found to be ambiguous in any way, such ambiguity shall not be
resolved by construing this Agreement in favor of or against either party, but rather
by construing the terms in accordance with their generally accepted meaning.
23. Attorney's Fees. If either party is required to commence any 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 be entitled to recover from
the other party its reasonable attorney's fees and legal expenses.
24. Exhibits. Each exhibit and attachment referenced in this Agreement is, by the
reference, incorporated into and made a part of this Agreement.
25. Precedence of Documents. In the event of any conflict between the body of this
Agreement and any exhibit or Attachment hereto, the terms and conditions of the
body of this Agreement shall control and take precedence over the terms and
conditions expressed within the exhibit or attachment. Furthermore, any terms or
conditions contained within any exhibit or attachment hereto which purport to
modify the allocation of risk between the parties, provided for within the body of
this Agreement, shall be null and void.
26. Cumulative Remedies. No remedy or election hereunder shall be deemed
exclusive but shall, wherever possible, be cumulative with all other remedies at
law or in equity.
27. No Third Party Beneficiaries. The rights, interests, duties and obligations defined
within this Agreement are intended for the specific parties hereto as identified in
the preamble of this Agreement. Notwithstanding anything stated to the contrary
in this Agreement, it is not intended that any rights or interests in this Agreement
benefit or flow to the interest of any third parties.
28. Extent of Agreement. Each party acknowledges that they have read and fully
understand the contents of this Agreement. This Agreement represents the entire
and integrated agreement between the parties with respect to the subject matter
hereof and supersedes all prior negotiations, representations or agreements,
either written or oral. This Agreement may be modified only by written instrument
duly authorized and executed by both City and Consultant.
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29. The City Manager, or designee, is hereby authorized and directed to execute and
implement this Agreement. The previous sentence is not intended to delegate any
authority to the City Manager to administer the Agreement, any delegat ion of
authority must be expressly included in the Agreement.
[SIGNATURES FOLLOW ON THE NEXT PAGE.]
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IN WITNESS WHEREOF, the parties have executed this Agreement at Fresno,
California, the day and year first above written.
CITY OF FRESNO,
a California municipal corporation
By:
Aaron A. Aguirre
PARCS Director
APPROVED AS TO FORM:
ANDREW JANZ
City Attorney
By:
Christine C. Charitar Date
Deputy City Attorney
ATTEST:
TODD STERMER, CMC
City Clerk
By:
Deputy
Addresses:
City:
City of Fresno
Attention: Aaron A. Aguirre,
PARCS Director
1515 E. Divisadero Street
Fresno, CA 93721
Phone: (559) 621-2919
E-mail: aaron.aguirre@fresno.gov
Multi Marketing Corp,
S-Corporation
By:
Name:
Title:
(If corporation or LLC., Board Chair,
Pres. or Vice Pres.)
By:
Name:
Title:
(If corporation or LLC., CFO, Treasurer,
Secretary or Assistant Secretary)
Any Applicable Professional License:
Number:
Name:
Date of Issuance:
Consultant:
Bulter Branding
Attention: Dave Blanchfield,
CEO
7910 N Ingram Ave #102
Fresno CA 93711
Phone: 559-797-3414
E-mail: dave@archerandhound.com
Attachments:
1. Exhibit A - Scope of Services
2. Exhibit B - Insurance Requirements
3. Exhibit C - Conflict of Interest Disclosure Form
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Jessica Blanchfield
4/30/2024
President
Secretary/Treasurer
4/30/2024
Dave Blanchfield
4/30/2024
4/30/2024
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EXHIBIT A
SCOPE OF SERVICES
Consultant Service Agreement between City of Fresno (City)
and Bulter Branding (Consultant)
Brand Strategy and Identity Design
Scope of Work (Total timeframe 2-4 months)
1. BRAND STRATEGY: $7,500 (Phase 1: 4-6 weeks)
1.1. Discovery Workshop
1.2. Comprehensive Brand Strategy Document Including:
1.3. Logo Concepts + Design Direction (including Contextual Mockups) for PARCS
and Measure P
1.4. Brand Messaging (including proposed tagline, value proposition, elevator pitch,
tone and voice, refreshed department mission statement, process verbiage, and
calls to action for various audiences for PARCS and Measure P)
1.5. Marketing and Communication Strategy (including a plan for initial launch/brand
reveal, and ongoing marketing and communication)
2. BRAND IDENTITY $6,500 (Phase 1&2: 4-8 weeks)
2.1. Logo Completion: $2,500
2.1.1. Includes the finalization of all approved logo lockups/variations, color
combinations, and in all required file formats for PARCS and Measure P .
2.2. Brand Book Development: $4,000
2.2.1. Includes brand philosophy narrative and rules for branded typography,
colors, photo usage, logo utilization, iconography, and refreshed department
mission statement.
3. BRANDED ASSET DEVELOPMENT: $4,700 (Phase 2: 4-8weeks)
3.1. Design templates for standard promotional and outreach materials.
3.1.1. Event Flyer Template: $300
3.1.2. Event Social Media Graphic Template: $300
3.1.3. Program Flyer Template: $300
3.1.4. Programs Social Media Template: $300
3.1.5. PowerPoint Presentation Deck (4-5 page layout options): $300
3.1.6. Video graphics (intros, outros, lower-third graphics): $2,500
3.1.7. Construction/Closure Signage: $200
3.1.8. Construction/Closure Social Media Graphic: $200
3.1.9. Event postcards: $300
3.1.10. Project Site Signage (Measure P)
3.1.11. Project Site Social Media Graphic (Measure P)
4. Project Wrap-up (Phase 3: 1-2 weeks)
4.1. Ensure that the templates align with the brand guide and are user -friendly for
department staff (templates should be editable on Canva).
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EXHIBIT B
INSURANCE REQUIREMENTS
Consultant Service Agreement between City of Fresno (City)
and Butler Branding (Consultant)
Brand Strategy and Identity Design
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, providing liability coverage arising out of your
business operations. The Commercial General Liability policy shall be written on an
occurrence form and shall provide coverage for “bodily injury,” “property damage” and
“personal and advertising injury” with coverage for premises and operations (including the
use of owned and non-owned equipment), products and completed operations, and
contractual liability (including, without limitation, indemnity obligations under the
Agreement) with limits of liability not less than those set forth under “Minimum Limits of
Insurance.”
2. The most current version of Commercial Auto Coverage Form CA 00 01,
providing liability coverage arising out of the ownership, maintenance or use of
automobiles in the course of your business operations. The Automobile Policy shall be
written on an occurrence form and shall provide coverage for all owned, hired, and non -
owned automobiles or other licensed vehicles (Code 1- Any Auto).
3. Workers’ Compensation insurance as required by the State of California and
Employer’s Liability Insurance.
4. Professional Liability (Errors and Omissions) insurance appropriate to the
Consultant’s profession.
MINIMUM LIMITS OF INSURANCE
The Consultant, or any party the Consultant subcontracts with, shall maintain limits of
liability of not less than those set forth below. However, insurance limits available to the
City, its officers, officials, employees, agents, and volunteers as additional insureds, shall
be the greater of the minimum limits specified herein or the full limit of any insurance
proceeds available to the named insured:
1. COMMERCIAL GENERAL LIABILITY:
(i) $1,000,000 per occurrence for bodily injury and property damage;
(ii) $1,000,000 per occurrence for personal and advertising injury;
(iii) $2,000,000 aggregate for products and completed operations; and,
(iv) $2,000,000 general aggregate applying separately to the work
performed under the Agreement.
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2. COMMERCIAL AUTOMOBILE LIABILITY:
$1,000,000 per accident for bodily injury and property damage.
3. WORKERS’ COMPENSATION INSURANCE as required by the State of
California with statutory limits.
4. EMPLOYER’S LIABILITY:
(i) $1,000,000 each accident for bodily injury;
(ii) $1,000,000 disease each employee; and,
(iii) $1,000,000 disease policy limit.
5. PROFESSIONAL LIABILITY (Errors and Omissions):
(i) $1,000,000 per claim/occurrence; and,
(ii) $2,000,000 policy aggregate.
UMBRELLA OR EXCESS INSURANCE
In the event the Consultant 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 than the primary insurance policy(ies). In addition, such Umbrella
or Excess insurance policy(ies) shall also apply on a primary and non -contributory basis
for the benefit of the City, its officers, officials, employees, agents and volunteers.
DEDUCTIBLES AND SELF-INSURED RETENTIONS
The Consultant shall be responsible for payment of any deductibles contained in any
insurance policy(ies) required herein and the Consultant shall also be responsible for
payment of any self-insured retentions.
OTHER INSURANCE PROVISIONS/ENDORSEMENTS
The General Liability and Automobile Liability insurance policies are to contain, or be
endorsed to contain, the following provisions:
1. The City, its officers, officials, employees, agents, and volunteers are to be
covered as additional insureds. The Consultant shall establish additional insured status
for the City and for all ongoing and completed operations by use of endorsements
providing additional insured status as broad as that contained in ISO Form CG 20 10 11
85 or CG 20 10 04 13.
2. The coverage shall contain no special limitations on the scope of protection
afforded to the City, its officers, officials, employees, agents, and volunteers. Any
available insurance proceeds in excess of the specified minimum limits and coverage
shall be available to the Additional Insured.
3. The Consultant’s insurance coverage shall be primary insurance with
respect to the City, its officers, officials, employees, agents, and volunteers. Any
insurance or self-insurance maintained by the City, its officers, officials, employees,
agents, and volunteers shall be excess of the Consultant’s insurance and shall not
contribute with it. The Consultant shall establish primary and non -contributory status on
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the General Liability policy by use of ISO Form CG 20 01 04 13, or by an executed
endorsement that provides primary and non-contributory status as broad as that
contained in ISO Form CG 20 01 04 13.
4. The Workers’ Compensation insurance policy is to contain, or be endorsed
to contain, the following provision: the Consultant and its insurer shall waive any right of
subrogation against the City, its officers, officials, employees, agents, and volunteers.
5. All policies of insurance required herein shall be endorsed to provide that
the coverage shall not be cancelled, non-renewed, reduced in coverage or in limits except
after thirty (30) calendar days written notice by certified mail, return receipt requested,
has been given to the City. The Consultant is also responsible for providing written notice
to the City under the same terms and conditions. Upon issuance by the insurer, broker,
or agent of a notice of cancellation, non-renewal, or reduction in coverage or in limits, the
Consultant shall furnish the City with a new certificate and applicable endorsements for
such policy(ies). In the event any policy is due to expire during the work to be performed
for the City, the Consultant shall provide a new certificate, and applicable endorsements,
evidencing renewal of such policy not less than fifteen (15) calendar days prior to the
expiration date of the expiring policy.
6. Should any of the required policies provide that the defense costs are paid
within the Limits of Liability, thereby reducing the available limits by any defense costs,
then the requirement for the Limits of Liability of these polices will be twice the above
stated limits.
7. The fact that insurance is obtained by the Consultant shall not be deemed
to release or diminish the liability of the Consultant, including, without limitation, liability
under the indemnity provisions of this Agreement. The policy limits do not act as a
limitation upon the amount of indemnification to be provided by the Consultant. Approval
or purchase of any insurance contracts or policies shall in no way relieve from liability nor
limit the liability of the Consultant, its principals, officers, agents, employees, persons
under the supervision of the Consultant, vendors, suppliers, invitees, consultants, sub -
consultants, subcontractors, or anyone employed directly or indirectly by any of them.
CLAIMS-MADE POLICIES
If the Professional Liability (Errors and Omissions) insurance policy is written on a claims -
made form:
1. The retroactive date must be shown, and must be before the effective date
of the Agreement or the commencement of work by the Consultant.
2. Insurance must be maintained and evidence of insurance must be provided
for at least five (5) years after completion of the Agreement work or termination of the
Agreement, whichever occurs first, or, in the alternative, the po licy shall be endorsed to
provide not less than a 5-year discovery period.
3. If coverage is canceled or non-renewed, and not replaced with another
claims-made policy form with a retroactive date prior to the effective date of the
Agreement or the commencement of work by the Consultant, the Consultant must
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purchase “extended reporting” coverage for a minimum of five (5) years completion of the
Agreement work or termination of the Agreement, whichever occurs first.
4. A copy of the claims reporting requirements must be submitted to the City
for review.
5. These requirements shall survive expiration or termination of the
Agreement.
VERIFICATION OF COVERAGE
The Consultant shall furnish the City with all certificate(s) and applicable endorsements
effecting coverage required hereunder. All certificates and applicable endorsements are
to be received and approved by the City’s Risk Manager or designee prior to the City’s
execution of the Agreement and before work commences. All non -ISO endorsements
amending policy coverage shall be executed by a licensed and authorized agent or
broker. Upon request of the City, the Consultant shall immediately furnish with a complete
copy of any insurance policy required under this Agreement, including all endorsements,
with said copy certified by the underwriter to be a true and correct copy of the original
policy. This requirement shall survive expiration or termination of this Agreement.
SUBCONTRACTORS
If the Consultant subcontracts any or all of the services to be performed under this
Agreement, the Consultant shall require, at the discretion of the City Risk Manager or
designee, subcontractor(s) to enter into a separate side agreement with the City to
provide required indemnification and insurance protection. Any required s ide
agreement(s) and associated insurance documents for the subcontractor must be
reviewed and preapproved by the City’s Risk Manager or designee. If no side agreement
is required, the Consultant shall require and verify that subcontractors maintain insurance
meeting all the requirements stated herein and the Consultant shall ensure that the City,
its officers, officials, employees, agents, and volunteers are additional insureds. The
subcontractors' certificates and endorsements shall be on file with the Consultant, and
the City, prior to commencement of any work by the subcontractor.
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EXHIBIT C
DISCLOSURE OF CONFLICT OF INTEREST
Brand Strategy and Identity Design
YES* NO
1 Are you currently in litigation with the City of Fresno or any of its
agents?
2 Do you represent any firm, organization , or person who is in
litigation with the City of Fresno?
3 Do you currently represent or perform work for any clients who do
business with the City of Fresno?
4 Are you or any of your principals, managers , or professionals,
owners or investors in a business which does business with the
City of Fresno, or in a business which is in litigation with the City
of Fresno?
5 Are you or any of your principals, managers , or professionals,
related by blood or marriage to any City of Fresno employee who
has any significant role in the subject matter of this service?
6 Do you or any of your subcontractors have, or expect to have, any
interest, direct or indirect, in any other contract in connection with
this Project?
* If the answer to any question is yes, please explain in full below.
Explanation:
Signature
Date
Name
Company
Address
Additional page(s) attached.
City, State Zip
DocuSign Envelope ID: D4A03C94-5E11-4792-8266-2677FFA6EB29
Fresno CA 93711
4/30/2024
Jessica Blanchfield
X
Multi Marketing Corp dba:Butler Branding
X
X
7910 N Ingram Ave #102
X
X
X
See Attached Page