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HomeMy WebLinkAbout4C's Consultant Creative Services Agreement - 5.6.2024Owner Project No. 305.402 Traffic Safety Bureau Project No. PAP 402-PS-2024, Task 04-00-53 Consultant Contract This AGREEMENT, made as of the date of the last party's signature below, is by and BETWEEN City of Waterloo, the Owner, located at: 715 Mulberry Street Waterloo, Iowa 50703 Phone: (319) 291-4440 and 4C's Consulting, LLC, the Consultant, located at: 1408 Oakcrest Dr., Waterloo, IA 50701 Phone: (319) 530-5426 FAX: (319) 833-8193 For the following Project: Waterloo Bicycle Education & Enforcement The Owner has decided to proceed with the Project, subject to the concurrence and approval of the Governor's Traffic Safety Bureau (GTSB). The Owner desires to employ the Consultant to provide and disseminate bicycle safety educational material such as video production, television broadcast and social medial marketing, and limited public relations services to assist with the development and completion of the Project. The Consultant is willing to perform these services in accordance with the terms of this Agreement. ARTICLE 1 INITIAL INFORMATION This Agreement is based on the following information and assumptions. 1.1 Project Scope and Tasks The objective or use is to increase children bicyde safety awareness through developing and producing a bicycle safety awareness video demonstrating how to use the new bicycle lanes on Park Avenue using drone footage for both bicyclists and drivers. The education initiative will include the development and implementation of an education awareness campaign, targeting children, adults, and the community at large to enhance knowledge of bicycle safety. Distribution venues will include multiple social media platforms, the city website, local television stations, and other media. 1.2 Financial Parameters 1.2.1 Amount of the Owner's budget for the Consultant's compensation, including media production and placement costs is: $20,000.00. 1.2.2 Payment shall be based on the percentage of completed work. Invoicing shall be monthly. All invoices shall include backup material listing the work that has been done. 1.2.3 The consultant may request, in writing, an advance payment of not to exceed $5,000.00 for pre - purchasing media spots. 1.2.4 The last 10% of the contract will only be released when the Consultant submits a final report of the project accomplishments. 1.3 Project Team 1.3.1 The Owner's Designated Representative, identified as the Contract Administrator is: Mohammad Elahi The Contract Administrator is the authorized representative, acting as liaison officer for the Owner for the purpose of coordinating and administering the work under the Agreement. The work under this Agreement shall at all times be subject to the general supervision and direction of the Contract Administrator and shall be subject to the Contract Administrator's approval. 1.3.2 The Consultant's Designated Representative is: A. Denita Gadson 1.4 Work Phases 1.4.1 No material shall be shared with the public, individuals, and organizations prior to obtaining approval from DPS/GTSB. All material must be reviewed and approved by DPS/GTSB before they are used in the campaign. 1.4.2 The Consultant shall begin work under this Agreement upon receipt of a written notice to proceed from the Owner. 1.4.3 Milestones for completion of the work under this Agreement as follows: 1. Phase I. Work will commence with creating marketing plan to include research to identify messaging to children, appropriate channels to reach target audience, preferably television advertisements and social media; conducting pre -production (create graphics, story boards & mockup); and shooting video. 2. Phase II. The Consultant begins to execute the plan. The final video, marketing and promotion using social media and offline channels in a manner acceptable to the Owner. Due to the upcoming 2024 elections, The Consultant will try to complete placing media advertisements bythe end of August 2024 or early September 2024 to avoid the election advertisements whichcould overshadow this campaign. 3. Phase III -Reports and Wrap Up. The Consultant will submit activity reports due April 15, July 15, and September 15 on forms provided by DPS/GTSB. At the end of the project The Consultant will assemble analytics and present a cumulative final report covering accomplishments anddeficiencies, and future recommendations. Completion of all work under this agreement shallbe on or before September 30, 2024, unless extended by written approval of the ContractAdministratoror adjusted by supplemental agreement which will be subject to DPS/GTSB approval. 1.4.4 The Consultant can begin activities if instructed by the Contract Administrator but any work or expense that is not covered under this contract or are not approved by DPS/GTSB will not be compensated. ARTICLE 2 ENTIRE AGREEMENT, REQUIRED GUIDANCE, AND APPLICABLE LAW 2.1 Entire Agreement of the Parties. This Agreement, including its attachments, represents the entire and integrated agreement between the Owner and the Consultant and supersedes all prior negotiations, representations or agreements, either written or oral. This Agreement may be amended only by written instrument signed by both Owner and Consultant. This Agreement comprises the documents listed as attachments in the Table of Contents. The work to be performed by the Consultant under this Agreement shall encompass and include all detail work, services, materials, equipment and supplies necessary to prepare and deliver the scope of services provided in Attachment A. 2.2 Copyrights. The Federal awarding agency reserves a royalty -free, nonexclusive, and irrevocable license to reproduce, publish or otherwise use, and to authorize others to use, for Federal Government purposes: a. The copyright of any work developed under a grant, sub -grant, or contract under a grant or sub - grant; and b. Any rights of copyright to which a grantee, sub grantee or a Subrecipient purchases ownership with grant support. 2.3 Applicable Law. The laws of the State of Iowa shall govern and determine all matters arising out of or in connection with this Agreement without regard to the choice of law provisions of Iowa law. In the event any proceeding of a quasi-judicial or judicial nature is commenced in connection with this Agreement, the exclusive jurisdiction for the proceeding shall be brought in the Black Hawk County District Court of Waterloo, Iowa. This provision shall not be construed as waiving any immunity to suit or liability including without limitation sovereign immunity in State or Federal court, which may be available to the Owner. The Consultant shall comply with all Federal, State and local laws and ordinances applicable to the work performed under this Agreement. 2.4 Records and Documents. All records and documents pertaining to the project are subject to auditing and evaluation by the National Highway Traffic Safety Administration (NHTSA) and the DPS/GTSB or their designees. ARTICLE 3 FORM OF COMPENSATION 3.1 Method of Reimbursement for the Consultant. Compensation for the Consultant shall be computed in accordance with the Lump Sum renumeration method. 3.1.1 Fees. For full and complete compensation for all work, materials, and services furnished under the terms of this Agreement, the Consultant shall be paid fees on a lump sum basis and payment of this amount shall be considered as full and complete compensation for all work, materials and services furnished under the terms of this Agreement The lump sum amount shall be $ 20,000. The lump sum amount will not be changed unless there is a substantial change in the magnitude, scope, character, or complexity of the services from those covered in this Agreement. Any change in the lump sum amount will be by Supplemental Agreement. 3.1.2 Reimbursable Costs. Reimbursement of costs is limited to those that are attributable to the specific work covered by this Agreement and allowable under the provisions of the Code of Federal Regulations (CFR), Title 48, Federal Acquisition Regulation System, Subchapter E., Part 30 (when applicable), and Part 31, Section 31.105 and Subpart 31.2. In addition to Title 48 requirements, for meals to be eligible for reimbursement, an overnight stay will be required. 3.1.3 Payments. Monthly payments for work completed shall be based on the percentage of work completed and substantiated by monthly progress reports. The Contract Administrator will check such progress reports and payment will be made for the proportional amount of the lump sum fee. Invoices shall clearly identify the beginning and ending dates of the prime's and subconsultant's billing cycles. All direct and indirect costs incurred during the billing cycle shall be invoiced. Upon completion, delivery, and acceptance of all work contemplated under this Agreement, the Consultant shall submit one complete invoice statement for the balance of the lump sum fee. Payment of 100% of the total cost claimed will be made upon receipt and review of such claim. The Consultant agrees to reimburse the Ownerfor possible overpayment determined by audit. ARTICLE 4 TERMS AND CONDITIONS 4.1 Ownership of Documents 4.1.1 All sketches, tracings, plans, specifications, reports on special studies and other data prepared under this Agreement shall become the property of the Owner and shall be delivered to the Contract Administrator upon completion of the plans or termination of the services of the Consultant. There shall be no restriction or limitation on their future use by the Owner, except any use on extensions of the project or on any other project without written verification or adaptation by the Consultant for the specific purpose intended will be the Owner's sole risk and without liability or legal exposure to the Consultant. 4.1.2 The Owner may reuse or make modifications to the documents, or electronic files while agreeing to take responsibility for any claims arising from any modification or unauthorized reuse of the plans and specifications. 4.2 Progress Meetings. From time to time as the work progresses, conferences will be held at mutually convenient locations at the request of the Contract Administrator to discuss details of the design and progress of the work. The Consultant shall prepare and present such information and studies as may be pertinent and necessary or as may be requested by the Contract Administrator, to enable the Contract Administrator to pass judgment on the features and progress of the work. 4.3 Additional Documents. At the request of the Contract Administrator, the Consultant shall furnish sufficient documents, or other data, in such detail as may be required for the purpose of review. 4.4 Revision of Work Product 4.4.1 Drafts of work products shall be reviewed by the Consultant for quality control and then be submitted to the Contract Administrator and DPS/GTSB by the Consultant for review and comment. The comments received from the Contract Administrator and DPS/GTSB shall be incorporated by the Consultant prior to submission of the final work product by the Consultant. Work products revised in accordance with review comments shall constitute "satisfactorily completed and accepted work." Requests for changes on work products by the Contract Administrator shall be in writing. In the event there are no comments from the Contract Administrator or DPS/GTSB to be incorporated by the Consultant into the final work product, the Contract Administrator shall immediately notify the Consultant, in writing, that the work product shall constitute "satisfactorily completed and accepted work." 4.4.2 In the event that the work product prepared by the Consultant is found to be in error and revision or reworking of the work product is necessary, the Consultant agrees that it shall do such revisions without expense to the Owner, even though final payment may have been received. The Consultant must give immediate attention to these changes so there will be a minimum of delay to the project schedule. The above and foregoing is not to be construed as a limitation of the Owner's right to seek recovery of damages for negligence on the part of the Consultant herein. 4.5 Maximum Payments. It is expressly understood and agreed the maximum amount to be paid to the Consultant for any item of work or service will be $20,000.00, unless modified by written amendment of this Contract subject to approval by DPS/GTSB. 4.6 Extension of Time. The time for completion of each phase of this Agreement shall not be extended because of any delay attributed to the Consultant but may be extended by the Contract Administrator in the event of a delay attributed to the Owner or the Contract Administrator, or because of unavoidable delays beyond the reasonable control of the Consultant. 4.7 Responsibility For Claims and Liability 4.7.1 The Consultant agrees to defend, indemnify, and hold the Owner, the State of Iowa, the DPS/GTSB, their agents, employees, representatives, assigns and successors harmless for any and all liabilities, costs, demands, losses, claims, damages, expenses, or attorneys' fees, including any stipulated damages or penalties, which may be suffered by the Owner as the result of, arising out of, or related to, the negligence, negligent errors or omissions, gross negligence, willfully wrongful misconduct, or breach of any covenant or warranty in this Agreement of or by the Consultant or any of its employees, agents, directors, officers, subcontractors or subconsultants, in connection with this Agreement. 4.7.2 The Consultant shall obtain and keep in force insurance coverage for professional liability (errors and omissions) with a minimum limit of $1,000,000 per claim and in the aggregate, and all such other insurance required by law. Proof of Consultant's insurance for professional liability coverage and all such other insurance required by law will be provided to the Owner at the time the contract is executed and upon each insurance coverage renewal. 4.8 Current and Former Agency Employees (Conflicts of Interest) The Consultant shall not engage the services of any current employee of the Owner or the DPS/GTSB unless it obtains the approval of the Owner or the DPS/GTSB, as applicable, and it does not create a conflict of interest under the provisions of Iowa Code section 68B.2A. The Consultant shall not engage the services of a former employee of the Owner or the GSTB, as applicable, unless it conforms to the two-year ban outlined in Iowa Code section 68B.7. Similarly, the Consultant shall not engage the services of current or former federal employee without prior written consent of the National Highway Traffic Safety Administration, and the relationship meets the same requirements for State and local agency employees set forth in the above - referenced Iowa Code sections and the applicable Federal laws, regulations, and policies. 4.9 Suspension of Work under this Agreement 4.9.1 The right is reserved by the Owner to suspend the work being performed pursuant to this Agreement at any time. The Contract Administrator may affect such suspension by giving the Consultant written notice, and it will be effective as of the date established in the suspension notice. Payment for the Consultants services will be made by the Owner to the date of such suspension, in accordance with the applicable provisions in Article 4.12.2 or Article 4.12.3 below. 4.9.2 Should the Owner wish to reinstate the work after notice of suspension, such reinstatement may be accomplished by thirty (30) days' written notice within a period of one year after such suspension, unless this period is extended by written consent of the Consultant. 4.9.3 In the event the Owner suspends the work being performed pursuant to this Agreement the Consultant with approval from the Contract Administrator, has the option, after 180 days to terminate the contract. 4.10 Termination of Agreement 4.10.1 The right is reserved by the Owner to terminate this Agreement at any time and for any reason upon not less than thirty (30) days written notice to the Consultant. 4.10.2 In the event the Agreement is terminated by the Ownerwithout fault on the part of the Consultant, the Consultant shall be paid for the reasonable and necessary work performed or services rendered and delivered up to the effective date or time of termination. The value of the work performed, and services rendered and delivered, and the amount to be paid shall be mutually satisfactory to the Contract Administrator and to the Consultant. The Consultant shall be paid a portion of the fixed fee, plus actual costs, as identified in Attachment C. Actual costs to be reimbursed shall be determined by audit of such costs to the date established by the Contract Administrator in the termination notice, except that actual costs to be reimbursed shall not exceed the Maximum Amount Payable. 4.10.3 In the event the Agreement is terminated by the Owner for fault on the part of the Consultant, the Consultant shall be paid only for work satisfactorily performed and delivered to the Contract Administrator up to the date established by the termination notice. After audit of the Consultant's actual costs to the date established by the Contract Administrator in the termination notice and after determination by the Contract Administrator of the amount of work satisfactorily performed, the Contract Administrator shall determine the amount to be paid to the Consultant. 4.10.4 This Agreement will be considered completed when the scope of the project has progressed sufficiently to make it clear that the video and subsequent marketing/public relation activities can be completed without further revisions in that work, or if the Consultant is released prior to such time by written notice. 4.11 Right to Set-off. In the event that the Consultant owes the Owner any sum under the terms of this Contract, the Owner may set off the sum owed to the Owner against any sum owed by the Owner to the Consultant under any other contract or matter in the Owner's sole discretion, unless otherwise required by law. The Consultant agrees that this provision constitutes proper and timely notice of the Owner's intent to utilize any right of set-off. 4.12 Assignment or Transfer. The Consultant is prohibited from assigning or transferring all or a part of its interest in this Agreement, unless written consent is obtained from the Contract Administrator and concurrence is received from the DPS/GTSB and the NHTSA, if applicable. 4.13 Access to Records. The Consultant's to maintain all books, documents, papers, accounting records and other evidence pertaining to this Agreement and to make such materials available at their respective offices at all reasonable times during the agreement period, and for three years from the date of final closure of the project, for inspection and audit by the Owner, the DPS/GTSB and the NHTSA, or any authorized representatives of the Federal Government; and copies thereof shall be furnished, if requested. 4.14 DPS/GTSB and the NHTSA Participation. The work under this Agreement is contingent upon and subject to the approval of the DPS/GTSB and the NHTSA, when applicable. The DPS/GTSB and the NHTSA shall have the right to participate in the conferences between the Consultant and the Owner, and to participate in the review or examination of the work in progress as well as any final deliverable. 4.15 Nondiscrimination Requirements. 4.15.1 During the performance of this Agreement, the Consultant agrees to comply with the regulations of the U.S. Department of Transportation, contained in Title 49, Code of Federal Regulations, Part 21, and the Code of Iowa. The Consultantwill not discriminate on the grounds of race, religion, age, physical disability, color, sex, sexual orientation, or national origin in its employment practices, in the selection and retention of subconsultants, and in its procurement of materials and leases of equipment. 4.15.2 In all solicitations, either by competitive bidding or negotiation made by the Consultant for work to be performed under a subcontract, including procurement of materials or equipment, each potential subconsultant or supplier shall be notified by the Consultant of the Consultant's obligation under this contract and the regulations relative to nondiscrimination on the grounds of race, religion, age, physical disability, color, sex, sexual orientation, or national origin. 4.15.3 In the event of the Consultant's noncompliance with the nondiscrimination provisions of this Agreement, the Owner shall impose such contract sanctions as it, GSTB, or NHTSA may determine to be appropriate, including, but not limited to withholding of payments to the Consultant under the Agreement until the Consultant complies, or the Agreement is otherwise suspended or terminated. 4.15.4 The Consultant shall comply with the following provisions of Appendix A of the U.S. DOT Standard Assurances: During the performance of this contract, the Consultant, for itself, its assignees, and successors in interest (hereinafter referred to as the "Consultant') agrees as follows: 1. Compliance with Regulations: The Consultant shall comply with the Regulations relative to non- discrimination Title 49, Code of Federal Regulations, Part 21, as they may be amended from time to time, (hereinafter referred to as the Regulations), which are herein incorporated by reference and made a part of this contract. 2. Nondiscrimination: The Consultant, with regard to the work performed by it during the contract, shall not discriminate on the grounds of race, color, national origin, sex, age, or disability in the selection and retention of subconsultants, including procurement of materials and leases of equipment. The Consultant shall not participate either directly or indirectly in the discrimination prohibited by section 21.5 of the Regulations, including employment practices when the contract covers a program set forth in Appendix B of the Regulations. 3. Solicitations for Subcontracts, Including Procurement of Materials and Equipment: In all solicitations either by competitive bidding or negotiation made by the Consultant for work to be performed under a subcontract, including procurement of materials or leases of equipment, each potential subconsultant or supplier shall be notified by the Consultant of the Consultants obligations under this contract and the Regulations relative to non-discrimination on the grounds of race, color, national origin, sex, age, or disability. 4. Information and Reports: The Consultant shall provide all information and reports required by the Regulations or directives issued pursuant there to, and shall permit access to its books, records, accounts, other sources of information, and its facilities as may be determined by the Owner, the DPS/GTSB or NHTSAto be pertinent to ascertain compliance with such Regulations, orders and instructions. Where any information required of a Consultant is in the exclusive possession of another who fails or refuses to furnish this information the Consultant shall so certify to the Owner, the DPS/GTSB or the NHTSA as appropriate, and shall set forth what efforts it has made to obtain the information. 5. Sanctions for Noncompliance: In the event of the Consultants noncompliance with the nondiscrimination provisions of this contract, the Owner shall impose such contract sanctions as it, the DPS/GTSB or the NHTSA may determine to be appropriate, including, but not limited to: a. withholding of payments to the Consultant under the contract until the Consultant complies, and/or b. cancellation, termination or suspension of the contract, in whole or in part. 6. Incorporation of Provisions: The Consultant shall include the provisions of paragraphs (1) through (6) in every subcontract, including procurement of materials and leases of equipment, unless exempt by the Regulations, or directives issued pursuant thereto. The Consultant shall take such action with respect to any subcontract or procurement as the Owner, the DPS/GTSB or the NHTSA may direct as a means of enforcing such provisions including sanctions for noncompliance: provided, however, that, in the event a Consultant becomes involved in, or is threatened with, litigation with a subconsultant or supplier as a result of such direction, the Consultant may request the Owner or the DPS/GTSB to enter into such litigation to protect the interests of the Owner or the DPS/GTSB; and, in addition, the Consultant may request the United States to enter into such litigation to protect the interests of the United States. 4.16 Compliance with Title 49, Code of Federal Regulations, Part 26 4.16.1 The Consultant agrees to ensure that disadvantaged business enterprises (DBEs) as defined in 49 CFR Part 26 have the maximum opportunity to participate in the performance of contracts and subcontracts financed in whole or in part with Federal funds provided under this Agreement. In this regard the Consultant and all its subconsultants shall take all necessary and reasonable steps to ensure disadvantaged business enterprises have the maximum opportunity to compete for and perform contracts. The Consultant shall pay its subconsultants for satisfactory performance of their work no later than 30 days from receipt of each payment it receives from the Ownerfor such work. If the Owner holds retainage from the Consultant, the Consultant may also withhold retainage from its subconsultant(s). If 4C's Consulting, LLC retainage is withheld from a subconsultant, full payment of such retainage shall be made within 30 days after the subconsultant's work is satisfactorily completed. 4.16.2 Upon notification to the Consultant of its failure to carry out the requirements of this Article, the Owner, the DPS/GTSB, or the NHTSA may impose sanctions which may include termination of the Agreement or other measures that may affect the ability of the Consultant to obtain future U.S. DOT financial assistance. The Consultant is hereby advised that failure to fully comply with the requirements of this Article shall constitute a breach of contract and may result in termination of this Agreement by the Owner or such remedy as the Owner, DPS/GTSB or the NHTSA deems appropriate, which may include, but is not limited to: 1. withholding monthly progress payments 2. assessing sanctions 3. liquidated damages 4.17 Severability. If any section, provision or part of this Agreement shall be adjudged invalid or unconstitutional, such adjudication shall not affect the validity of the Agreement as a whole or any section, provision, or part thereof not adjudged invalid or unconstitutional. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their proper officials thereunto duly authorized as of the dates below. r Augusta Gadson CEO, 4C's Consulting, LLC 62uertan 9rt DIG 1" SIGNED Quentin Hart Mayor, City of Waterloo, Iowa Date: 4/22/24 5/6/2024 Date: E29--1 CERTIFICATION OF CONSULTANT I hereby certify that I, Augusta Gadson, am the CEO and duly authorized representative of the firm of 4C's Consulting, LLC, whose address is 1408 Oakcrest Dr., Waterloo, IA 50701, and that neither the above firm nor I has: Employed or retained for a commission, percentage, brokerage, contingent fee, or other consideration, any firm or person (other than a bona fide employee working solely for me or the above Consultant) to solicit or secure this contract, Agreed, as an express or implied condition for obtaining this contract, to employ or retain the services of any firm or person in connection with carrying out the contract, or Paid, or agreed to pay, to any firm, organization or person (other than a bona fide employee working solely for me or the above Consultant) any fee, contribution, donation or consideration of any kind for, or in connection with, procuring or carrying out the contract; except as here expressly stated (if any); I acknowledge that this certificate may be furnished to the DPS/GTSB and NHSTA, U.S. Department of Transportation, in connection with this contract involving participation of Federal aid highway funds, and is subject to applicable, State and Federal laws, both criminal and civil. Augusta Gadson CEO, 4C's Consulting, LLC Date: 4/11/24 CERTIFICATION OF OWNER I hereby certify that I, Mohammad Elahi, am the traffic Engineer and the duly authorized representative of the Owner, and that the above consulting firm or his representative has not been required, directly or indirectly as an express or implied condition in connection with obtaining or carrying out this contract to: Employ or retain, or agree to employ or retain, any firm or person, or Pay, or agree to pay, to any firm, person, or organization, any fee, contribution, donation, or consideration of any kind; except as here expressly stated (if any). I acknowledge that this certificate may be furnished to the DPS/GTSB and the NHSTA, U.S. Department of Transportation in connection with this contract involving participation of Federal aid funds, and is subject to applicable State and Federal laws, both criminal and civil. /�DYVA.VKV�.Gj' 'qa, Mohammad Elahi Traffic Operations Director City of Waterloo C 5/6/2024