Contract - Tripepi Smith - 2020-04-01AGREEMENT FOR COMMUNICATION SUPPORT AND STRATEGY SERVICES
This Agreement is made and effective as of April 1, 2020, between the Costa
Mesa Sanitary District, a sanitary district ("District") and Tripepi Smith, a corporation
("Consultant"). In consideration of the mutual covenants and conditions set forth herein,
the parties agree as follows:
Recitals
WHEREAS, District requires communication services to develop a
communications plan, increase District program awareness, and increase knowledge of
effective outreach methods to maximize resident engagement;
WHEREAS, Consultant is experienced in providing communication support and
strategy services for other local government entities; and
WHEREAS, Consultant is knowledgeable about California legal requirements for
local government entities and is competent to provide these services.
NOW, THEREFORE, the parties hereto do hereby agree as follows:
1. TERM
This Agreement shall commence on April 1, 2020 and shall remain and continue
in effect unless sooner terminated pursuant to the provisions of this Agreement. This
Agreement shall be for a period of twelve months from April 1, 2020 to March 31, 2021.
2. SERVICES
Consultant shall provide services to develop a communications plan, increase
District program awareness, and increase knowledge of effective outreach methods to
maximize resident engagement that meet the requirements of State law and shall
perform in accordance with its proposal set forth as Exhibit A.
3. PERFORMANCE
Consultant shall at all times faithfully, competently and to the best of its ability,
experience, and talent perform all tasks described herein. Consultant shall employ, at a
minimum, generally accepted standards and practices utilized by persons engaged in
providing similar services as are required of Consultant hereunder in meeting its
obligations under this Agreement.
4. PAYMENT
The District agrees to pay Consultant a sum not to exceed $81,620 to develop a
communications plan, increase District program awareness, and increase knowledge of
effective outreach methods to maximize resident engagement, and such other tasks as
set forth in Exhibit A. The payment shall identify the tasks performed and deliverables
and shall correspond to the scope of work.
CMSD agrees to pay Tripepi Smith on the following basis:
Item(s) Identified in
Invoicing Terms
Scope of Work
Items 1, 2 and 3
Flat -rate basis, paid incrementally. Milestone payments will include 20% of the total cost
at kickoff, 20% at completion of the 2-day virtual meeting, 20% at delivery of draft report
and 40% at final delivery.
Item 4
Time and materials basis, to reflect the incremental cost of implementing an email
platform solution such as Constant Contact. (The labor time associated with promoting
email signup is expected to happen in the context of other identified work.) Payment will
be made in month four, following the completion of the Communications Assessment.
Items 5-10
Flat -rate basis, to be invoiced following the completion of each item subtask. (Recurring
items to be broken down into subtasks, such as monthly subtasks for the 12-Month
Social Media Calendar, etc.)
Item 11
Flat -rate basis, to be invoiced monthly. The monthly fee accounts for 8.7 hours per
month of Senior Business Analyst support, 8.7 hours per month of Junior Business
Analyst support and 4.3 hours per month of Graphic Artist support. Hours will not roll
over each month. Any labor costs in excess of $2,150 in one calendar month will be
invoiced at ad -hoc rates, on a monthly basis.
5. SUSPENSION OR TERMINATION OF AGREEMENT
(a) Either party may terminate the Agreement without cause by giving 30 days
notice. In the event of such termination, Consultant shall be entitled to be paid
for work performed up until the time of termination provided the work product
is produced for District's use.
(b) In the event of default, no compensation shall be paid and the Agreement
may be terminated in 5 days provided an opportunity to cure is provided in
that time period.
6. OWNERSHIP OF DOCUMENTS
(a) Consultant shall maintain complete and accurate records with respect
to the project and such other information required by District that relate to the
performance of services under this Agreement. Consultant shall maintain adequate
records of services provided in sufficient detail to permit an evaluation of services. All
such records shall be maintained in accordance with generally accepted accounting
principles and shall be clearly identified and readily accessible. Consultant shall provide
free access to the representatives of District or its designees at reasonable times to
such books and records; shall give District the right to examine and audit said books
and records; shall permit District to make transcripts therefrom as necessary; and shall
allow inspection of all work, data, documents, proceedings and activities related to this
Agreement. Such records, together with supporting documents, shall be maintained for
a period of three (3) years after receipt of final payment.
(b) Upon completion, termination or suspension of this Agreement all other
documents prepared in the course of providing the services to be performed pursuant to
this Agreement shall become the sole property of the District and may be used, reused
or otherwise disposed of by the District without the permission of the Consultant.
7. INDEMNIFICATION
(a) Indemnification for Professional Liability. When the law establishes a
professional standard of care for Consultant's Services, to the fullest extent permitted by
law, Consultant shall indemnify, protect, defend and hold harmless District and any and
all of its officials, employees and agents ("Indemnified Parties") from and against any
and all losses, liabilities, damages, costs and expenses, including attorney's fees and
costs to the extent same are caused in whole or in part by any negligent or wrongful act,
error or omission of Consultant, its officers, agents, employees or subconsultants (or
any entity or individual that Consultant shall bear the legal liability thereof) in the
performance of professional services under this Agreement.
(b) Indemnification for Other Than Professional Liability. Other than in the
performance of professional services and to the full extent permitted by law, Consultant
shall indemnify, defend and hold harmless District, and any and all of its employees,
officials and agents from and against any liability (including liability for claims, suits,
actions, arbitration proceedings, administrative proceedings, regulatory proceedings,
loses, expenses or costs of any kind, whether actual, alleged or threatened, including
attorneys fees and costs, court costs, interest, defense costs and expert witness fees),
where the same arise out of, are a consequence of, or are in any way attributable to, in
whole or in part, the performance of this Agreement by Consultant or by any individual
or entity for which Consultant is legally liable, including but not limited to officers,
agents, employees or subconsultants of Consultant.
8. INSURANCE
Consultant shall maintain prior to the beginning of and for the duration of this
Agreement insurance coverage as specified in Exhibit "B" attached to and part of this
Agreement. Such insurance shall include commercial general liability, and current
automotive and worker's compensation. A certificate of insurance shall be submitted.
9. INDEPENDENT CONSULTANT
(a) Consultant is and shall at all times remain as to the District a wholly
independent Consultant. The personnel performing the services under this Agreement
on behalf of Consultant shall at all times be under Consultant's exclusive direction and
control. Neither District nor any of its officers, employees, or agents shall have control
over the conduct of Consultant or any of Consultant's officers, employees, or agents,
except as set forth in this Agreement.
(b) No employee benefits shall be available to Consultant in connection with the
performance of this Agreement. Except for the fees paid to Consultant as provided in
the Agreement, District shall not pay salaries, wages, or other compensation to
Consultant for performing services hereunder for District. District shall not be liable for
compensation or indemnification to Consultant for injury or sickness arising out of
performing services hereunder. In addition to the indemnity provisions in Paragraph 7,
Consultant shall indemnify District for any claims that any officer, agent or employee of
Consultant is eligible for pension or other fringe benefits provided to District's
employees.
10. LEGAL RESPONSIBILITIES
The Consultant shall keep itself informed of State and Federal laws and
regulations, which in any manner affect those employed by it or in. any way affect the
performance of its service pursuant to this Agreement. The Consultant shall at all times
observe and comply with all such laws and regulations. The District, and its officers and
employees, shall not be liable at law or in equity occasioned by failure of the Consultant
to comply with this Section.
11. UNDUE INFLUENCE
Consultant declares and warrants that no undue influence or pressure has been
used against or in concert with any officer or employee of the Costa' Mesa Sanitary
District in connection with the award, terms or implementation of this Agreement,
including any method of coercion, confidential financial arrangement or financial
inducement. No officer or employee of the Costa Mesa Sanitary District will receive
compensation, directly or indirectly, from Consultant, or from any officer, employee or
agent of Consultant, in connection with the award of this Agreement or any work to be
conducted as a result of this Agreement. Violation of this Section shall be a material
breach of this Agreement entitling the District to any and all remedies at law or in equity.
12. NO BENEFIT TO ARISE TO LOCAL EMPLOYEES
No member, officer, or employee of District, or their designees or agents, and no
public official who exercises authority over or responsibilities with respect to any project
during his/her tenure or for one year thereafter, shall have any interest, direct or indirect,
in any agreement or sub -agreement, or the proceed thereof, for work to be performed in
connection with the project performed under this Agreement.
13. RELEASE OF INFORMATION / CONFLICTS OF INTEREST
(a) All information gained by Consultant in performance of this Agreement shall
be considered confidential and shall not be released by Consultant without District's
prior written authorization. Consultant, its officers, employees, agents or subconsultants,
shall not without written authorization from the District Manager or unless requested by
the District Counsel, voluntarily provide declarations, letters of support, testimony at
depositions, response to interrogatories, or other information concerning the work
performed under this Agreement or relating to any project or property located within the
District. Response to a subpoena or court order shall not be considered "voluntary"
provided Consultant gives District notice of such court order or subpoena.
(b) Consultant shall promptly notify District should Consultant, its officers,
employees, agents or subconsultants be served with any summons, complaint,
subpoena, notice of deposition, request for documents, interrogatories, requests for
admissions, or other discovery request, court order, or subpoena from any person or
party regarding this Agreement and the work performed thereunder or with respect to
any project or property located within the District. District retains the right, but has no
obligation, to represent Consultant and/or be present at any deposition, hearing, or
similar proceeding. Consultant agrees to cooperate fully with District and to provide the
opportunity to review any response to discovery requests provided by Consultant.
However,. District's right to review any such response does not imply or mean the right
by District to control, direct, or rewrite said response.
14. * NOTICES
Any notices which either party may desire to give to the other party under this
Agreement must be in writing and may be given either by (i) personal service, (ii)
delivery by a reputable document delivery service, such as but not limited to, Federal
Express, which provides a receipt showing date and time of delivery, or (iii) mailing in
the United States Mail, certified mail, postage prepaid, return receipt requested,
addressed to the address of the party as set forth below or at any other address as that
party may later designate by notice:
To District: Costa Mesa Sanitary District
290 Paularino Avenue
Costa Mesa, California 92626
Attn: General Manager
To Consultant: Tripepi Smith
PO Box 52152
Irvine, CA 92619
Attn: Ryder Todd Smith
15. ASSIGNMENT
The Consultant shall not assign the performance of this Agreement, nor any part
thereof, nor any monies due hereunder, without prior written consent of the District.
16. LICENSES
At all times during the term of this Agreement, Consultant shall have in full force
and effect, all licenses required of it by law for the performance of the services
described in this Agreement.
17. GOVERNING LAW
The District and Consultant understand and agree that the laws of the State of
California shall govern the rights, obligations, duties and liabilities of the parties to this
Agreement and also govern the interpretation of this Agreement. Any litigation
concerning this Agreement shall take place in the municipal, superior or federal district
court with jurisdiction over the Costa Mesa Sanitary District.
18. ENTIRE AGREEMENT
This Agreement contains the entire understanding between the parties relating to
the obligations of the parties described in this Agreement. All prior or contemporaneous
agreements, understandings, representations, and statements, oral or written, are
merged into this Agreement and shall be of no further force or effect. Each party is
entering into, this Agreement based solely upon the representations set forth herein and
upon each party's own independent investigation of any and all facts such party deems
material.
19. AUTHORITY TO EXECUTE THIS AGREEMENT
The person or persons executing this Agreement on behalf of Consultant
warrants and represents that he/she has the authority to execute this Agreement on
behalf of the Consultant and has the authority to bind Consultant to the performance of
its obligations hereunder.
20. INTERPRETATION
In the event of conflict or inconsistency between this Agreement and any other
document, including any proposal or Exhibit hereto, this Agreement shall control unless
a contrary intent is clearly stated.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed the day and year first above written.
COSTA MESA SANITARY DISTRICT
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General Hnn�nna�r��
eneral Manager
District Counsel
CONSULTANT
Trj]2e-Pl Smith
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Chief xecutive Officer
VA
Scott Carroll
From: Nabila Guzman
Sent: Thursday, March 26, 2020 12:34 PM
To: Alan Burns (District Counsel)
Subject: Re: Tripepi
Thank you Alan. You stay safe and healthy too!
From: Alan Burns <arb@harperburns.com>
Sent: Thursday, March 26, 202012:12:32 PM
To: Nabila Guzman
Subiect:Re: Trioeoi
Hi Nabila
This looks good to me if it works for you. Nice job!
tay safe and healthy! Ok to use this as signature on the contract from me, I am working remotely.
On Mar 26, 2020, at 9:47 AM, Nabila Guzman <nguzmankcrosdca.gov>
Good Morning Alan,
I reviewed the changes you had for the Tripepi Smith contract and they all looked good. Attached is the
agreement with your revisions.
I've worked with Tripepi on developing contract language to help simplify the payment schedule for all
the tasks in Exhibit A. Can we add the payment table created under section 4 of the contract? Please
review and advise on any changes or questions you may have.
Thanks,
Nabila
From: Alan Burns <arb@harperburns.com>
Sent: Wednesday, February 26, 2020 4:05:50 PM
To: Nabila Guzman
Subject: Re: Tripepi
Hi Nabila
Ok but it may actually be clear. As long as they bill according to their scope. See the revisions to the Agreement I sent. Let
me know. Thanks
> On Feb 26, 2020, at 3:54 PM, Nabila Guzman <nguzman@crosdca.gov> wrote:
> Thank you Alan for your review. I will work with Tripepi Smith to develop a timeline of how projects will be completed and
how payments will be made so we can incorporate it into the contract so everyone is on the same page.
> Thanks,
> Nabila
> -----Original Message-----
* From: Alan Burns [mailto:arb@harperburns.com]
1
Communications Plan
Eva I uation/Deve
Tripepi Smith will execute its Express Communications Service. This will mean Tripepi Smith
resources onsite for two full days conducting ten — 1-hour interviews with various members of the
District staff. We will review all existing platforms and the general market for communications within
the footprint of the District's service area. We anticipate this process will take 3 months to complete,
and do not anticipate starting our additional work until we have completed this evaluation and
planning process. At the end of the process, we will deliver a report of approximately 20 pages that
will summarize the process, platforms currently employed by the District, combined with a plan to
improve overall communications and drive toward meeting the communication goals of the District.
This will include specific itemized action steps to enable the District to better execute on
communications. The report will be summarized and presented by Tripepi Smith to the District Staff
and Board (if requested).
This work will cost $18,550 with milestone payments of 20% at kickoff, 20% at completion of the
onsite 2-day visit, 20% at delivery of draft report and 40% at final delivery.
Tripepi Smith's ongoing engagement with the District will facilitate the requested leadership and
implementation planning associated with the plan we have developed.
Tripepi Smith anticipates this work being integrated into each outreach campaign and being aligned
with ongoing communication efforts. Tripepi Smith recommends using Constant Contact as a
platform, but we can support others, such as MailChimp or proprietary solutions that may come with
certain website solutions. The incremental cost of a Constant Contact solutions is likely $800 a year.
Tripepi Smith recommends against purchasing email lists from third -party providers. Given that
promoting email signup will happen in the context of other identified work, we have no additional
costs to identify here.
One additional note — the implementation of an effective email platform solution and related signup
work will likely tie directly to the implementation of a new website for the District.
Calendar12 Month
Tripepi Smith will host a 2-hour onsite meeting with senior staff to develop a communications plan
and identify communications opportunities for the coming 12 months. This will be used to guide
communications broadly, as well as specific to social media. The fee per quarterly meeting is $2,355,
inclusive of the pre -planning, onsite meeting and post -meeting detailed follow up. Within the first 12
months of our engagement, we foresee 3 of these meetings happening (since the first three months
will be focused on plan development).
General Communications Support(item
Tripepi Smith will provide general communication support from the various members of our team, as
requested. The District has noted a 5 hours per week average without defining which resource will
be assigned. For purposes of responding to the RFP, we will assume this request entails the
following mix of resources:
Senior Business Analyst — 2 hours per week
Junior Business Analyst — 2 hours per week
Graphic Artist — 1 hour per week
The monthly fee for this mix of labor will be $2,150 per month.
WebsitetItem)
Tripepi Smith has built over sixty websites for organizations using the WordPress platform. We host
and maintain nearly all those websites for our clients. While the cost for websites will vary based
upon the range of features and functions, generally our fee to replace the features and functions we
see on the District website would be $19,500. Our process would include specification document
development, design process with 3 designs, programming, quality assurance testing and cutting
over to go live. We will train CMSD staff how to maintain the website, however Tripepi Smith is
available to provide unlimited content updates and changes for a flat monthly fee of $500.
Additionally, Tripepi Smith offers unlimited technical support to keep the website optimized and to
enhance security. The monthly fee for that is $375.
Tripepi Smith can host the District website for a flat annual fee of $580 which includes the SSL
certificate and website hosting on our WordPress optimized platform. Domain Name fees are $25
per domain name.
More extensive details about what unlimited content support and unlimited technical support
includes can be discussed with the District.
a e 11
Exhibit B - Insurance Requirements
(1). Minimum Scope of Insurance. Coverage shall be at least as broad as the latest
version of the following: (1) General Liability: Insurance Services Office Commercial
General Liability coverage (occurrence form CG 0001); (2) Automobile Liability:
Insurance Services Office Business Auto Coverage form number CA 0001, code 1 (any
auto); and (3) Workers' Compensation and Employer's Liability: Workers' Compensation
insurance as ,required by the State of California and Employer's Liability Insurance.
(2). Minimum Limits of Insurance. Applicants shall maintain limits no less than: (1)
General Liability: $1,000,000 per occurrence for bodily injury, personal injury and
property damage. (2) Automobile Liability: $1,000,000 per accident for bodily injury and
property damage; and (3) Workers' Compensation and Employer's Liability: Workers'
Compensation limits as required by the Labor Code of the State of California.
Employer's Liability limits of $1,000,000 per accident for bodily injury or disease.
(3) Insurance Endorsements. The insurance policies shall contain the following
provisions, or Applicant shall provide endorsements on forms supplied or approved by
the District to add the following provisions to the insurance policies:
(A) General Liability. The general liability policy shall be endorsed to
state that: (1) the District, its directors, officials, officers, employees, agents and
volunteers shall be covered as additional insured with respect to the Work or operations
performed by or on behalf of the Applicant, including materials, parts or equipment
furnished in connection with such work; and (2) the insurance coverage shall be primary
insurance as respects the District, its directors, officials, officers, employees, agents and
volunteers, or if excess, shall stand in an unbroken chain of coverage excess of the
Applicant's scheduled underlying coverage. Any insurance or self-insurance maintained
by the District, its directors, officials, officers, employees, agents and volunteers shall be
excess of the Applicant's insurance and shall not be called upon to contribute with it in
any way.
(B) Automobile Liability. The automobile liability policy shall be
endorsed to state that: (1) the District, its directors, officials, officers, employees,
agents and volunteers shall be covered as additional insureds with respect to the
ownership, operation, maintenance, use, loading or unloading of any auto owned,
leased, hired or borrowed by the Applicant or for which the Applicant is responsible; and
(2) the insurance coverage shall be primary insurance as respects the District, its
directors, officials, officers, employees, agents and volunteers, or if excess, shall stand
in an unbroken chain of coverage excess of the Applicant's scheduled underlying
coverage. Any insurance or self-insurance maintained by the District, its directors,
officials, officers, employees, agents and volunteers shall be excess of the Applicant's
insurance and shall not be called upon to contribute with it in any way.
(C) Workers' Compensation and Employers Liability Coverage. The
insurer shall agree to waive all rights of subrogation against the District, its directors,
officials, officers, employees, agents and volunteers for losses paid under the terms of
the insurance policy which arise from work performed by the Applicant