Personal Services Agreement
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City of Los Angeles Department of Animal Services PERSONAL SERVICES AGREEMENT The Glue, LLC Marketing, Fundraising, Public Relations, and Website Development and Management Services City Agreement Number ____________ The Glue, LLC Page 1 of 13 TABLE OF CONTENTS I Representatives of the Parties and Service of Notices 2 II Terms of the Agreement 3 III Maximum Payment 4 IV Scope of Services 4 V Contractor Responsibility and Duties 4 VI Notice to Proceed Process and Procedures 6 VII Compensation and Invoicing 6 VIII Change Orders, Deletions or Additions 8 IX Non-Exclusive 9 X Ownership of Documents and Displays 9 XI Confidential Information 10 XII Standard Provisions for City Contracts 10 XIII Insurance Requirements 10 XV Entire Agreement 11 XVI Order of Precedence 11 Signature Page 12 EXHIBITS ● Exhibit 1 – Standard Provisions for City Contracts (Revised 10/17 [v.3]) ● Exhibit 2 – Statement of Work for Marketing, Fundraising, Public Relations, and Website Development and Management Services ● Exhibit 3 – Pricing and Payment Schedule – August 18, 2020 ● Exhibit 4 – RFP No. 36125 ● Exhibit 5 – The Glue, LLC Proposal Submission to RFP No. 36125 The Glue, LLC Page 2 of 13 PERSONAL SERVICES AGREEMENT BETWEEN THE CITY OF LOS ANGELES AND THE GLUE, LLC FOR MARKETING, FUNDRAISING, PUBLIC RELATIONS, AND WEBSITE DEVELOPMENT AND MANAGEMENT SERVICES THIS PERSONAL SERVICES AGREEMENT (“Agreement”) is entered into as of ____ ______, 2020 by and between the City of Los Angeles (“City”), a municipal corporation, acting by and through the Department of Animal Services (“Department”), and The Glue, LLC (“Contractor”) which is authorized to do business in the State of California (collectively the “Parties,” or individually, a “Party”) with regard to the following: RECITALS WHEREAS, the Department desires to utilize a qualified contractor to provide marketing, fundraising, public relations, and website development and management services; and WHEREAS, on or about March 18, 2019 the Department issued Request for Proposals No. 36125, attached hereto as Exhibit 4 (“RFP”), seeking a qualified contractor to perform the above- referenced services; and WHEREAS, the Contractor submitted a proposal, attached hereto as Exhibit 5 (“RFP Proposal”), in response to the RFP, was selected as having the experience and qualifications to provide the type and level of services as specified in the RFP, and was awarded this Agreement by the Animal Services Board of Commissioners (“Board”) on March 10, 2020; and WHEREAS, the Contractor has represented that it has the necessary equipment and staff possessing sufficient knowledge, expertise, and experience required to provide the necessary services and is available and willing to perform the services required by City; and WHEREAS, in accordance with Charter Section 1022, the Department does not have sufficient personnel available in its employ with expertise to undertake these specialized tasks and it is more economical and feasible to secure these services by contract; and WHEREAS, the Parties wish to enter into an agreement pursuant to which the Contractor agrees, for consideration and upon the terms and conditions provided within this Agreement, to perform the above-referenced services; and NOW THEREFORE, in consideration of the above premises and of the covenants and representations set forth herein, the Parties agree as follows: Section I. Representatives of the Parties and Service of Notices A. The representatives of the Parties authorized to administer this Agreement, and to whom formal notices, demands, and communications shall be given are as follows: 1. The representative of the City shall be the General Manager of the Department, or that person’s authorized representative: Brenda F. Barnette, General Manager Department of Animal Services The Glue, LLC Page 3 of 13 221 North Figueroa Street, Suite 600 Los Angeles, California 90012 Email: [email protected] Phone: (213) 482-9558 With copies to: Tammy Watson, Assistant General Manager Department of Animal Services 221 North Figueroa Street, Suite 600 Los Angeles, California 90012 Email: [email protected] Phone: (213) 482-9558 Contract Administrator Email: [email protected] 2. The representative of the Contractor shall be: Neille Ilel, Founder & UX Director The Glue, LLC 306 W. Avenue 45 Los Angeles, CA 90065 Email: [email protected] Phone: (646) 552-7532 B. Formal notices, demands, and communications required hereunder by any Party shall be made in writing and communicated by registered or certified mail, return receipt requested, or email, and shall be deemed communicated on the date of mailing. C. If the name of the person designated to receive the notices, demands, or communications, or the address of such person is changed, written notice shall be given to the other Parties within five (5) business days of said change. Section II. Term of the Agreement 1. Term Unless terminated earlier pursuant to this Agreement or pursuant to termination provisions within the Exhibits incorporated herein, the term of this Agreement shall be for three (3) years with an option to renew for one (1) additional year at the sole discretion of the Department. The term of this Agreement will commence on ____ ______, 2020. 2. Work Commencement Conditions Performance under this Agreement will not begin until the Contractor receives a Notice to Proceed (“NTP”) from the Department to commence work, as set forth in Section VI of this Agreement. 3. Contract Modifications The Glue, LLC Page 4 of 13 This Agreement fully expresses all understanding of the Parties concerning all matters covered and constitutes the total agreement. Except as may otherwise be provided herein, no addition or alternation hereto shall be valid unless made in the form of a Contract Amendment, which must be approved by the Board, Mayor and/or City Council, and executed by the Parties. Section III. Maximum Payment Payment to the Contractor by the City shall not exceed $1,544,789.25 for the duration of the Agreement and includes contract extensions allowed by the initial Agreement term. Of this amount, $201,494.25 has been set aside as contingency money (“Contingency Cost”) to pay for unforeseen costs (price changes, unplanned expenses, etc.). The Contingency Cost is not part of the base price of the work and services described herein. This provision shall not mean that the City is required to reach or approach this amount or is obligated or required to use any of Contractor’s services, and payment for any services is subject to the availability of funds in the Animal Welfare Trust Fund of the City of Los Angeles, and to the Contractor’s demonstrated capacity to provide the contracted services as detailed in this Agreement and the Statement of Work for Marketing, Fundraising, Public Relations, and Website Development and Management Services, attached hereto as Exhibit 2 (the “Statement of Work”). Section IV. Scope of Services The Contractor shall perform the work and services as specified in the attached Statement of Work, which is attached hereto as Exhibit 2 and incorporated herein by reference. Upon execution of this Agreement, the Department, if it so chooses, will issue the first NTP for work, as set forth in Section VI of this Agreement. Work may only be performed under a NTP issued by the Department’s General Manager with payments made as specified in the NTP and in accordance with the Pricing and Payment Schedule, attached hereto as Exhibit 3 (“Pricing and Payment Schedule”) so long as there is budget authority and the total cost does not exceed the limit set forth in Section III of the Agreement. Section V. Contractor Responsibilities and Duties A. Professional Services Contractor will perform professional services to accomplish the work required to be performed under this Agreement. Contractor shall perform such work with a degree of skill and diligence normally employed by a contractor performing the same or similar services. B. Professional Licenses and Certifications Contractor is required to maintain all professional licenses and/or certifications throughout the duration of this Agreement if such professional license and/or certifications are required to perform any work pertaining to the Agreement. C. Documentation Contractor will be required to maintain all records pertaining to work performed under the Agreement as requested by the Department. For the purpose of audit and investigation, Department, or any of its duly authorized representatives, shall have access to any and all Contractor’s original books, documents, papers, and records that pertain to the Agreement. The Glue, LLC Page 5 of 13 Contractor must retain said original books, documents, papers, and records within Southern California for five (5) years following final payment under the Agreement. All invoices and related records are subject to audit by City. All records prepared by Contractor will be owned by City and will be made available to City at no charge. D. Monitoring and Reporting Contractor must meet with Department staff whenever requested by Department to discuss issues that may arise with regard to work pertaining to the Agreement and will work closely with Department staff to resolve issues. E. Independent Contractor Status Contractor’s services are being performed as an independent contractor and not as an agent or employee of the City; therefore, the Contractor is not entitled to any vacation, sick leave, workers’ compensation, pension, or any other City benefits. In addition, it is expressly understood and acknowledged by the Parties hereto that any amount payable hereunder shall be paid in gross amount, without reduction of any federal and state withholding or other payroll taxes, estimated taxes, social security payments, unemployment compensation payments, or any other fees or expenses to the appropriate authority. Contractor is responsible for assuming and remitting any applicable taxes, payments, fees, or expenses to the appropriate authority. F. Non-Legal Representation of the City Contractor is not and will not be a legal representative or agent of the City and must refrain from any action that would create or tend to create obligations, expressed or implied, on behalf of the City.