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Home My WebLink AboutResolution - 2006-R0401 - Professional Services Agreement - Tuerff-Davis Enviromedia, Inc. - 08_24_2006Resolution No. 2006-RO401 August 24, 2006 Item No. 5.19 RESOLUTION BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF LUBBOCK: THAT the Mayor of the City of Lubbock BE and is hereby authorized and directed to execute for and on behalf of the City of Lubbock, a Professional Services Agreement by and between the City of Lubbock and Tuerff-Davis EnviroMedia, Inc., and all related documents. Said Professional Services Agreement is attached hereto and incorporated in this Resolution as if fully set forth herein and shall be included in the minutes of the Council. Passed by the City Council this 24th day of August 2006. TTEST: IIAPPROVEH-AS TO ty AS TO FORM: stant cs/EnviroMedia-Prof. Services Agree.res 18, 2006 (;ONTRACT NO. PROFESSIONAL SERVICES AGREEMENT -- � Resolution 0 .2006-R0401 August 24, 2006 Item No. 5.19 This Agreement (the "Agreement") is entered into as of August 15, 2006, between Tuerff-Davis EnviroMedia, Inc. (hereinafter referred to as "EnviroMedia"), a Texas Corporation, and the City of Lubbock (hereinafter referred to as "City"). WHEREAS, EnviroMedia possesses extensive experience in the field of advertising, public relations and market research services; WHEREAS, the provision of services related to advertising, public relations and market research requires significant intellectual skills and talents and significant experience to attain the level of competence recovery to perform such services, such intellectual skill and talent and experience being possessed by EnviroMedia; NOW THEREFORE, City and EnviroMedia agree as follows: SERVICES 1. EnviroMedia agrees to provide advertising, public relations and market research services for Lubbock Water Utilities with respect to the Water IQ project as defined by the Scope of Work in Attachment A (the "Services"). Any changes to the Scope of Work ("Additional Services") must be submitted in writing and authorized by both EnviroMedia and City, by and through its City Council, before they are binding. 2. It is agreed the Services (as opposed to Additional Services) will be performed at the request of or with prior approval of the City. EnviroMedia will submit individual estimates with project descriptions to City for each of the elements of the Scope of Work for approval prior to beginning work. EnviroMedia is entitled to rely upon any oral or written authorization provided by Gaylyn Chapman or her designee as being authorization of City, such authority being hereby so delegated by the City Council of City. 3. EnviroMedia will begin no project nor charge any fee for Services not duly authorized as set forth herein. COMPENSATION 4. EnviroMedia bills on a per -project basis, and will submit monthly invoices for Services that have been authorized by City, as set forth above, and actually performed by EnviroMedia. Billing will be based on the amount of the project completed. EnviroMedia shall submit invoices to City by the fifteenth (15th) day of each month. 5. The total value of this Agreement is $149,900 as identified by the sum total of all projects identified in the Scope of Work. Page 1 of 7 6. Lubbock Water Utilities shall remit payment electronically to Tuerff-Davis EnviroMedia, Inc., account number 23601761 at Compass Bank, in Austin, Texas, USA, ABA number 113010547, or by check, payable to Tuerff-Davis EnviroMedia, Inc. Payment terms are net thirty (30) days from receipt of invoice. 7. Each of the parties agrees that in the event the Scope of Work to be performed by EnviroMedia is expanded by mutual agreement during the Term of this Agreement, the compensation of EnviroMedia shall also be adjusted by mutual agreement. TERM 8. This Agreement shall be in effect from August 15, 2006 to August 14, 2007 (the "Initial Term"), subject to the right of EnviroMedia or City to terminate earlier at any time upon at least thirty (30) days advance written notice sent by the terminating party to the other party to be effective on the date set forth in the notice. In the event that EnviroMedia has not timely received payment of the amounts due for Services actually performed in accordance with the terms of this Agreement, it may without liability for such action suspend performance of Services upon fifteen (15) days advance written notice sent to City and such suspension may continue until such fees are paid in full. If either party terminates this Agreement, in accordance with this paragraph: (a) City shall not be obligated to pay any amounts following the effective date of such notice, unless City requests EnviroMedia to continue performance from and after such date up to the date of termination; and (b) EnviroMedia shall be entitled to receive payment for expenses incurred prior to the effective date of such notice and for the reasonable and actual costs of settling and terminating any subcontracts. 9. After the expiration of the Initial Term, the Agreement may be renewed for one (1) additional one-year (I-year)period upon mutual written agreement with the parties. NOTICE 10. All notices required or provided for herein shall be in writing and shall be deemed delivered if personally delivered by hand, electronically sent by facsimile transmission or dispatched by certified or registered mail, return receipt requested, postage prepaid addressed to the parties as follows: If to City: Tom Adams Deputy City Manager City of Lubbock P.O. Box 2000 Lubbock, TX 79457 Telephone: 806-775-2015 Fax: 806-775-2051 Email: TAdams@mail.ci.lubbock.tx.us Page 2 of 7 With copy to: Gaylyn Chapman Customer Services Supervisor P.O. Box 2000 Lubbock, TX 79457 Telephone: 806-775-2596 Fax: 806-775-3027 Email: GChapman@mail.ci.lubbock.tx.us If to EnviroMedia: Kevin Tuerff Principal Tuerff-Davis EnviroMedia, Inc. 1717 W. Sixth Street, Suite 400 Austin, TX 78703 Phone: 512-476-4368 Fax: 512-476-4730 Email: ktuerff@enviromedia.com Notice shall be deemed given on the date received, if personally delivered or, if mailed as set forth above, when deposited in the mail in accordance with the foregoing. Each party may change the address to which to send notices by notifying the other party of such change of address in writing. ASSIGNMENT 11. Neither EnviroMedia nor City shall assign this Agreement or any part thereof without the prior written consent of the other party, and any assignment without such consent shall be null and void. MISCELLANEOUS 12. In the performance of the Services: (a) EnviroMedia shall be deemed to be and shall be, for all purposes and intents, an independent contractor and as such, among other things, its employees shall not be entitled to any benefits applicable to the employees of City. (b) EnviroMedia shall have sole responsibility for the payment of all federal, state, local and other income taxes and for all employment and other taxes applicable to the compensation paid to EnviroMedia. (c) City does not have the authority or power to contract or bind EnviroMedia without prior written approval of EnviroMedia. (d) If City furnishes any work product for EnviroMedia to use for purposes of this Agreement, City represents and warrants to EnviroMedia that City has all rights, titles and interests necessary for EnviroMedia to use such work product. Page 3 of 7 13. This Agreement is performable, at least in part, in Lubbock County, Texas; and shall be governed by, construed and interpreted in accordance with the laws of the State of Texas without regard to any applicable choice of law rules. Venue for any action arising from or related to this Agreement shall lie solely in the courts of competent jurisdiction of Lubbock County, Texas. 15. EnviroMedia shall obtain and maintain in full force and effect for the duration of this Agreement, and any extension hereof, at EnviroMedia's sole expense, insurance coverage written by companies, approved by the State of Texas and acceptable to the City, in the following type(s) and amount(s): TYPE Professional Errors & Omissions only AMOUNT $1,000,000 ADDITIONAL POLICY ENDORSEMENTS: The City shall be entitled, upon request, and without expense, to receive copies of the policies and all endorsements thereto and may make any reasonable request for deletion, revision, or modification of particular policy terms, conditions, limitations, or exclusions (except where policy provisions are established by law or regulation binding upon either of the parties hereto or the underwriter of any of such policies). Upon such request by the City, EnviroMedia shall exercise reasonable efforts to accomplish such changes in policy coverages, and shall pay the cost thereof. 16. EnviroMedia shall indemnify and hold City and City's elected officials, officers, agents, employees and independent contractors harmless, to the fullest extent permitted by law, from and against any and all claims, demands, damages, costs, liabilities and expenses, and including reasonable attorney's fees, as a result of, related to, arising from, or related to EnviroMedia's use or occupation of City owned lands, and/or any matter related to EnviroMedia's activities, performances, operations or omissions under this Agreement. 17. EnviroMedia's Defaults/City's Remedies. In the event EnviroMedia shall default in the performance of any term or provision of this Agreement for any reason other than failure by the City to perform hereunder, the City may, if said default shall be continuing after five (5) days notice of such default is deemed received by EnviroMedia, exercise any right or Page 4 of 7 remedy available to it by law, contract, equity or otherwise, including without limitation, specific performance and/or the right to terminate this Agreement without additional notice. The remedies set forth herein are cumulative and not exclusive, and may be exercised concurrently. 18. This Agreement contains the entire agreement and understanding between the parties with respect to the subject matter hereof and merges and supersedes all prior communications and writings, with respect thereof. No other promises or agreements of any kind have been made by any person or entity to cause the parties to sign this Agreement. No modifications or alterations of this Agreement shall be effective unless made in writing and signed by both parties. IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year written below to be deemed effective as of August 15, 2006. Tuerff-Davis EnviroMedia, Inc.: Kevin Tuerff, Principal 1161 CITY OF LUBBOCK DAVID A. AUER, MAYOR ATTEST: Page 5 of 7 SCHEDULE A — SCOPE OF WORK Research Survey (Pre- and post-internet poll, emails provided by Lubbock Water Utilities) $1, 500 Advertising Production Radio Reads (Creative development of 10- and IS -second localized reads) $2,500 Television (four 1 S-second spots, edited to provide localized information) Talent Fees $2, 000 Television Editing $5, 000 Newspaper (four concepts, customized to provide local information) Talent Fees $800 Creative Customization $2,500 Gas Pump Toppers Creative Customization (to provide local information) $2,000 Web Page (page tied to ZIP codes entered by site visitors to waterlQ. org) Programming $5, 000 Licensing (for NTMWD, includes Television, print and gas pump topper artwork) $4,250 Media Plannine/Placement Newspaper (six quarter page ads) $9, 600 Gas Pump Topper Placement (five stations for 8 weeks) $3, 750 Television/Radio *NONE *Assumes existing LWUpre paid TV/radio schedule Media Relations Message Map (strategic, audience -based messaging matrix) $5, 000 Press Materials (press kits, tapes, an other materials) $4, 500 News Story Pitching $3,000 News conference (planning, logistics, news releases/alerts) $12,000 Outreach Business/Consumer Outreach Efforts $15, 000 Experiential Marketing Tour (wrapped vehicle, 12 events, 5 trained staff) $36, 000 HTML E-mail (writing, design, distribution) $3, 000 Account Planning/Manaaement Strategic Planning, Financial/Vendor Management, Project Management $30, 000 Travel and other Out -of -Pocket Costs $2,500 TOTAL $14%900 Page 7 of 7