Contract - Tripepi Smith - 2021-07-01 AGREEMENT FOR TARGETED COMMUNICATION SUPPORT SERVICES
This Agreement is made and effective as of July 1, 2021, 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 increase District program
awareness and 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 July 1, 2021 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 July 1, 2021 to June 30, 2022.
2. SERVICES
Consultant shall implement five (5) program/service campaigns, provide graphic
design and general communication support, host quarterly communication planning
meetings, and provide project management services. These services shall meet the
requirements of State law and shall be performed in accordance with the 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 $63,820.50 to
implement five (5) program/service campaigns, provide graphic design and general
communication support, host quarterly communication planning meetings, and provide
project management services, and such other tasks as set forth in Exhibit A. The invoice
shall identify the tasks performed and deliverables and shall correspond to the scope of
work.
Services will be billed on the 15th of each month for$5,318.37 (1/12th of $63,820.50).
Should Consultant perform any authorized additional work, that work will be invoiced on
the last day of the month in which the work was performed. District will endeavor to pay
invoices within 30 days.
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
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(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 the 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.
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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 proceeds 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 General 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.
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(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
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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 CONSULTANT
Tripepi Smith
KNIJe:-Q.2c4A.
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eneral Manager Chief Executive Officer
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COSTA MESA
SANITARY DISTRICT
Scope for Targeted Continued
Communication Support
February 24, 2021
Submitted by Ryder Todd Smith
Version 1.0
TRI PEPI SMITH
marketing • technology • public affairs
Table of Contents
A. SUBMITTAL LETTER 3
B. SCOPE RESPONSE 4
C. 12 Month Summary Cost 5
A. SUBMITTAL LETTER
Thank you for the opportunity to present a scope of work for targeted, continued communications
support for Costa Mesa Sanitary District. Tripepi Smith has enjoyed the privilege of working with the
District over the past year, and we look forward to the opportunity to continuing to support your
team's communication efforts.
This scope of work follows a similar format as the revised scope we shared leading up to our initial
engagement. We list each item being requested by CMSD and break down the cost for each.
Through this approach, we will provide a detailed price for each item and a total annual cost for the
extended engagement.
Please note that our firm's references, qualifications and narrative can be found in the initial proposal
submitted to the District in 2020. Per the request of CMSD staff, this scope of work is focused on
specific requested items and the related costs.
Our team is in the unique position to continue providing uninterrupted support to the Costa Mesa
Sanitary District, since we are available to begin this work immediately following the completion of
our current engagement at the end of March 2021 . This proposal is valid for a 60-day period starting
January 28, 2021.
Regards,
Ryder Todd Smith
Co-Founder & Chief Executive Officer
Tripepi Smith
PO Box 52152, Irvine, CA 92619
(626) 536-2173 I ryder@tripepismith.com I FAX: (949) 679-8371
B. SCOPE RESPONSE
Item 1 . Program/Service Campaigns
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Tripepi Smith will leverage our communication strategists, graphic artists, and photography experts
to develop and implement five campaigns publicizing the Districts' programs and services. Each
campaign will include photography services and support for expanded digital and print advertising.
We see general scope for each campaign as follows:
Graphic Design Time: 12 Hours
Writing and Project Management: 10 Hours
Photography Services: 4 Hours (not including travel)
Cost Per Campaign: $3,022.50
Item 2. Graphic Design and General Communication Support
Tripepi Smith will use its extensive understanding and familiarity of the District's style guide and
communication preferences to provide ongoing graphic design and general communication
support. Tripepi Smith will provide a mix of resources (averaging 5 hours per week) to meet the
needs identified by CMSD. The price per month of this support is: $2,623.
• Item 3. Quarterly Communication Planning Meetings
Tripepi Smith will host a 2-hour meeting with staff each quarter to identify communication
opportunities and guide upcoming communication strategies and tactics. The fee per quarterly
meeting is $2,355 inclusive of the pre-planning, meeting and post-meeting detailed follow up.
Item 4. Project Management
Tripepi Smith will continue to conduct regular, biweekly check-in calls with the CMSD
communication team to efficiently manage projects and deliver communication products. The price
per month of this project management is $651 .
C. 12 Month Summary Cost
Work Scope Item Address 12-Month Cost
Program/Service Campaigns 1 $15,112.50
Graphic Design and General 2 $31,476
Communication Support
Quarterly Communication 3 $9,420
Planning Meetings
Project Management 4 $7,812
TOTAL YEAR 1 PROJECTION $63,820.50
Please note this does not include potential advertising fees on platforms like Google, Facebook,
Twitter or other advertising. Nor does this include costs for postage on mailer or printing of content.
None of those costs were identified in the revised scope.
The following ad hoc rates for our work with the District. If we are retainer, then our Hourly-Retainer
rates will apply.
Title Hourly-Ad Hoc Hourly- Retainer
Principal $260 $225
Director $190 $170
Senior Business Analyst $150 $135
Business Analyst $100 $85
Junior Business Analyst $80 $70
Photographer/Videographer $100 $85
Art Director $180 $160
Senior Graphic Artist $135 $110
Graphic Artist $100 $85
Drone Operator $150 $135
As long as the Costa Mesa Sanitary District is on retainer with Tripepi Smith, we will use the above
Hourly-Retainer rates for work outside the scope of the retainer agreement.
Time at Tripepi Smith is billed in 15-minute increments — i.e. we invoice our time in the following
examples: 1.25, .75, 4 or 6.5 hours.
Travel costs, if needed, will be reimbursed when agreed-upon by the District.
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If Tripepi Smith is not on retainer with the client, but the client does over $7,000 in billable hourly
work with Tripepi Smith in a single month (i.e., not inclusive of reimbursed expenses), Tripepi Smith
will discount all time over $7,000 with a 15% discount rate to recognize the volume of work. For
example, a $8,000 invoice for a given month will be discounted $150.
Other Fees
Because Tripepi Smith offers a broad set of services, including extensive content production, we
have some other content production-related fees that may come up during the course of our
engagement that we want to tell you about.
Equipment Fees
Tripepi Smith offers some services that require equipment, such as drone operations and video
production. As such, in those cases, the following rates apply:
$550 for a full day of video equipment use (includes full set of video equipment). A full day is
defined as a shoot lasting more than four hours. $350 for a half day of video equipment use. A half
day is defined as anything up to four hours of video production. All such expenses will be authorized
by the organization prior to fee being assessed.
$500/day drone fee applies and is not inclusive of the drone operator time (Senior Business Analyst
rate).
Printing Fees
Tripepi Smith is happy to use a printer of the client's choosing for print production work, or to
recommend a printer with whom we have experience. Tripepi Smith typically has the printer bill the
client directly for work. Tripepi Smith makes no money on print services and has no economic
interest in the selected print vendor other than ensuring quality and fair pricing for our clients. If
Tripepi Smith is asked to pay the bill for the client, we will apply a 10% agency fee to the
reimbursement expense.
Digital Advertising Fees
Tripepi Smith is a Google Partner and Constant Contact Solution Provider and has Facebook
Certified staff. We consider digital platforms to be a cornerstone element of any outreach strategy;
often this comes with digital advertising fees. Tripepi Smith typically uses a client's credit card to
cover such fees, and those fees are impossible to estimate at this time without our firm being
engaged in the work with the team
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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
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(D) All Coverages. Each insurance policy required shall be endorsed
to state that: (A) coverage shall not be suspended, voided, reduced or canceled except
after thirty (30) days prior written notice by certified mail, return receipt requested, has
been given to the District; and (B) any failure to comply with reporting or other
provisions of the policies, including breaches of warranties, shall not affect coverage
provided to the District, its directors, officials, officers, employees, agents and
volunteers.
(4) Acceptability of Insurers. Insurance is to be placed with insurers with a
current A.M. Best's rating no less than A- or better, licensed to do business in California,
and satisfactory to the District.
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