HomeMy WebLinkAbout2025-008 Verdin_TBID Agreement
CITY OF ATASCADERO
CONSULTANT SERVICES CONTRACT
WITH
Verdin Marketing Ink Co.
FOR
Marketing Services for the City of Atascadero
Tourism Business Improvement District (ATBID)
Advisory Board
Docusign Envelope ID: 3B7F3DA3-D1C5-44C3-AA36-A99A77166EED
1
CONSULTANT SERVICES AGREEMENT
THIS CONTRACT is made and entered into between City of Atascadero, a Municipal Corporation
(“City”) and Verdin Marketing Ink Co. (“Consultant”). City and Consultant agree as follows:
1. SCOPE AND STANDARDS:
A. CONTRACT. Consultant shall do all work, attend all meetings, produce all reports and carry
out all activities necessary to complete the services described in the SCOPE OF WORK AND STANDARDS
FOR SERVICES, attached hereto and incorporated herein by this reference as Exhibit A, as requested by
the City. This Contract and its exhibits shall be known as the “Contract Documents.” Terms set forth in
any Contract Document shall be deemed to be incorporated in all Contract Documents as if set forth in
full therein.
2. EMPLOYMENT STATUS OF PERSONNEL:
A. INDEPENDENT CONTRACTOR; EMPLOYEES OF CONSULTANT. Consultant enters into this
Contract as, and shall at all times remain as to the City, an independent contractor and not as an
employee of the City. Nothing in this Contract shall be construed to be inconsistent with this relationship
or status. Any persons employed by Consultant for the performance of services pursuant to this Contract
shall remain employees of Consultant, shall at all times be under the direction and control of Consultant,
and shall not be considered employees of City. All persons employed by Consultant to perform services
pursuant to this Contract shall be entitled solely to the right and privileges afforded to Consultant
employees and shall not be entitled, as a result of providing services hereunder, to any additional rights
or privileges that may be afforded to City employees.
B. INDEPENDENT INVESTIGATION. The Consultant agrees and hereby represents it has
satisfied itself by its own investigation and research regarding the conditions affecting the work to be
done and labor and materials needed, and that its decision to execute this Contract is based on such
independent investigation and research.
C. COMPLIANCE WITH EMPLOYMENT LAWS. The Consultant shall keep itself fully informed
of, shall observe and comply with, and shall cause any and all persons, firms or corporations employed
by it or under its control to observe and comply with, applicable federal, state, county and municipal
laws, ordinances, regulations, orders and decrees which in any manner affect those engaged or
employed on the work described by this Contract or the materials used or which in any way affect the
conduct of the work.
Docusign Envelope ID: 3B7F3DA3-D1C5-44C3-AA36-A99A77166EED
City of Atascadero
Verdin Marketing Ink Co.
2
D. UNLAWFUL DISCRIMINATION PROHIBITED. Consultant shall not engage in unlawful
employment discrimination. Such unlawful employment discrimination includes, but is not limited to,
employment discrimination based upon a person’s race, religious creed, color, national origin, ancestry,
physical handicap, medical condition, marital status, gender, citizenship or sexual orientation.
3. TIME OF PERFORMANCE:
The services of Consultant are to commence upon execution of this Contract by City, and shall be
undertaken and completed in a prompt and timely manner, in accordance with the Scope of Work
referenced in Exhibit A. Except as provided in Sections 6 and 19 below, this Contract shall terminate no
later than June 30, 2027, with the option of three (3) one-year extensions upon mutual agreement of
both parties.
4. COMPENSATION:
A. TERMS. Compensation to the Consultant shall be as set forth in Exhibit B attached hereto
and made a part hereof.
B. NO PAY FOR ADDITIONAL SERVICES WITHOUT WRITING. Consultant shall not be
compensated for any services rendered in connection with its performance of this Contract, which are
in addition to those set forth herein or listed in Exhibit A, unless such additional services are authorized
in advance and in writing by the City Manager or the City Manager’s designee (hereinafter “City
Manager” shall include the City Manager’s designee). Consultant shall be compensated for any
additional services in the amounts and in the manner as agreed to by City and Consultant at the time
City’s express written authorization signed by the City Manager is given to Consultant for the
performance of said services.
5. SUPERVISION, LABOR AGREEMENTS AND PERSONNEL:
A. CONSULTANT SUPERVISES PERSONNEL. The Consultant shall have the responsibility for
supervising the services provided under this Contract, hiring of personnel, establishing standards of
performance, assignment of personnel, determining and affecting discipline, determining required
training, maintaining personnel files, and other matters relating to the performance of services and
control of personnel. The City Manager may use any reasonable means to monitor performance and the
Consultant shall comply with the City Manager’s request to monitor performance.
B. PERFORMANCE NOT SUBJECT TO EMPLOYMENT AGREEMENTS. The City acknowledges
that the Consultant may be obligated to comply with bargaining agreements and/or other agreements
with employees and that the Consultant is legally obligated to comply with these Contracts. It is
expressly the intent of the parties and it is agreed by the parties that the Consultant’s performance shall
not in any manner be subject to any bargaining agreement(s) or any other agreement(s) the Consultant
may have covering and/or with its employees.
Docusign Envelope ID: 3B7F3DA3-D1C5-44C3-AA36-A99A77166EED
City of Atascadero
Verdin Marketing Ink Co.
3
C. APPROVAL OF STAFF MEMBERS. Consultant shall make every reasonable effort to maintain
the stability and continuity of Consultant’s staff assigned to perform the services required under this Contract.
Consultant shall notify City of any changes in Consultant’s staff to be assigned to perform the services
required under this Contract and shall obtain the approval of the Director of Community Services &
Promotions of a list of all proposed staff members who are to be assigned to perform services under this
Contract prior to any such performance.
6. TERMINATION:
A. 30 DAYS NOTICE. The City or Consultant, upon thirty (30) days written notice, may
terminate this Contract, without cause, at any time. In the event of such termination, Consultant shall
be compensated for non-disputed fees under the terms of this Contract up to the date of termination.
B. OBLIGATIONS SURVIVE TERMINATION. Notwithstanding any termination of this Contract,
Consultant shall not be relieved of liability to the City for damages sustained by the City by virtue of any
breach of this Contract by Consultant, and the City may withhold any payments due to Consultant until
such time as the exact amount of damages, if any, due the City from Consultant is determined. All of the
indemnification, defense and hold harmless obligations in this Contract shall survive termination.
7. CHANGES:
The City or Consultant may, from time to time, request changes in the scope of the services of
Consultant to be performed hereunder. Such changes, including any increase or decrease in the amount
of Consultant’s compensation and/or changes in the schedule must be authorized in advance by both
Parties in writing. Mutually agreed changes shall be incorporated in written amendments to this
Contract. Any increase in the amount of Consultant’s compensation and/or changes in Exhibit A and or
Exhibit B must be authorized in advance by the City Manager.
8. PROPERTY OF CITY:
A. MATERIALS PREPARED EXCLUSIVE PROPERTY OF CITY. It is mutually agreed that all
materials prepared by the Consultant under this Contract after such materials are paid for in full, shall be
thereafter the exclusive property of the City, and the Consultant shall have no property right therein
whatsoever. City agrees that Consultant shall bear no responsibility for any reuse of the materials prepared
by the Consultant if used for purposes other than those expressly set forth in the Intended Use of
Consultant’s Products and Materials section of this Contract. Consultant shall not disseminate any
information or reports gathered or created pursuant to this Contract without the prior written approval of
City including without limitation information or reports required by government agencies to enable
Consultant to perform its duties under this Contract and as may be required under the California Public
Records Act excepting therefrom as may be provided by court order. Consultant will be allowed to retain
copies of all deliverables.
B. CONSULTANT TO DELIVER CITY PROPERTY. Immediately upon termination, or upon the
request by the City, the City shall be entitled to, and the Consultant shall deliver to the City, all data,
drawings, specifications, reports, estimates, summaries and other such materials and property of the
Docusign Envelope ID: 3B7F3DA3-D1C5-44C3-AA36-A99A77166EED
City of Atascadero
Verdin Marketing Ink Co.
4
City as may have been prepared or accumulated to date by the Consultant in performing this Contract.
Consultant will be allowed to retain copies of all deliverables to the City.
9. CONFLICTS OF INTEREST:
A. CONSULTANT covenants that neither it, nor any officer or principal of its firm, has or shall
acquire any interest, directly or indirectly, which would conflict in any manner with the interests of City
or which would in any way hinder Consultant’s performance of services under this Contract. Consultant
further covenants that in the performance of this Contract, Consultant shall take reasonable care to
ensure that no person having any such interest shall be employed by it as an officer, employee, agent or
subcontractor without the express written consent of the City Manager. Consultant agrees to at all times
avoid conflicts of interest or the appearance of any conflicts of interest with the interests of City in the
performance of this Contract. Consultant agrees to include language similar to this Section 9(A) in all
contracts with subcontractors and agents for the work contemplated herein.
10. CONFIDENTIAL INFORMATION:
A. ALL INFORMATION KEPT IN CONFIDENCE. All materials prepared or assembled by
Consultant pursuant to performance of this Contract are confidential and Consultant agrees that they
shall not be made available to any individual or organization without the prior written approval of the
City, except by court order.
B. REIMBURSEMENT FOR UNAUTHORIZED RELEASE. If Consultant or any of its officers,
employees, or subcontractors does voluntarily provide information in violation of this Contract, the City
has the right to reimbursement and indemnity from party releasing such information for any damages
caused by the releasing party’s, including the non-releasing party’s attorney’s fees and disbursements,
including without limitation expert’s fees and disbursements.
C. COOPERATION. City and Consultant shall promptly notify the other party should Consultant
or City, its officers, employees, agents, or subcontractors be served with any summons, complaint,
subpoena, notice of deposition, request for documents, interrogatories, request for admissions or other
discovery request, court order or subpoena from any party regarding this Contract and the work performed
thereunder or with respect to any project or property located within the City. City and Consultant each
retains the right, but has no obligation, to represent the other party and/or be present at any deposition,
hearing or similar proceeding. Consultant and City agree to cooperate fully with the other party and to
provide the other party with the opportunity to review any response to discovery requests provided by
Consultant or City. However, City and Consultant’s right to review any such response does not imply or
mean the right by the other party to control, direct, or rewrite said response.
11. PROVISION OF LABOR, EQUIPMENT AND SUPPLIES:
A. CONSULTANT PROPERTY. Consultant shall furnish all necessary labor, supervision,
equipment, communications facilities, and supplies necessary to perform the services required by this
Contract. City acknowledges that all equipment and other tangible assets used by Consultant in providing
these services are the property of Consultant and shall remain the property of Consultant upon
termination of this Contract.
Docusign Envelope ID: 3B7F3DA3-D1C5-44C3-AA36-A99A77166EED
City of Atascadero
Verdin Marketing Ink Co.
5
B. SPECIAL SUPPLIES. City shall be responsible for supplying any special supplies, stationary,
notices, forms or similar items that it requires to be issued with a City logo. All such items shall be
approved by the Director of Community Services & Promotions and shall be provided at City’s sole cost
and expense.
12. COMPLIANCE WITH LAW:
Consultant shall keep itself informed of applicable local, state, and federal laws and regulations which
may affect those employed by it or in any way affect the performance of its services pursuant to this Contract.
Consultant shall observe and comply with all applicable laws, ordinances, regulations and codes of federal,
state and local governments, and shall commit no trespass on any public or private property in performing
any of the work authorized by this Contract. Consultant shall at all times hold a valid contractor’s license if
performing any function or activity for which a license is required pursuant to Chapter 9 (commencing with
section 7000) of Division 3 of the California Business and Professions Code, and Consultant shall provide a
copy of the license(s) upon the request of the City. The City, its officials, officers, elected officials, appointed
officials and employees shall not be liable at law or in equity as a result of any failure of consultant to comply
with this section.
13. SUBCONTRACTING:
None of the services covered by this Contract shall be subcontracted without the prior written
consent of the City Manager. Consultant shall be as fully responsible to the City for the negligent acts and
omissions of its contractors and subcontractors, and of persons either directly or indirectly employed by
them, as it is for the negligent acts and omissions of persons directly employed by Consultant.
14. ASSIGNABILITY:
Consultant shall not assign or transfer any interest in this Contract whether by assignment or
notation. However, claims for money due or to become due Consultant from the City under this Contract
may be assigned to a financial institution, but only with prior written consent of the City Manager. Notice
of any assignment or transfer whether voluntary or involuntary shall be furnished promptly to the City.
The rights and benefits under this agreement are for the sole and exclusive benefit of the City and this
Contract shall not be construed that any third party has an interest in the Contract.
15. LIABILITY OF CONSULTANT: Consultant shall be responsible for performing the work
under this Contract in a manner which is consistent with the generally accepted standards of
Consultant’s profession and shall be liable for its own negligence and the negligent acts of its employees,
agents, contractors and subcontractors. The City shall have no right of control over the manner in which
the work is to be done but only as to its outcome, and shall not be charged with the responsibility of
preventing risk to Consultant or its employees, agents, contractors or subcontractors.
Docusign Envelope ID: 3B7F3DA3-D1C5-44C3-AA36-A99A77166EED
City of Atascadero
Verdin Marketing Ink Co.
6
16. 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 City 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 negligence or
wrongful act, error or omission of Consultant, willful misconduct, or recklessness of 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. Consultant's duty to defend
shall consist of reimbursement of defense costs incurred by City in direct proportion to the Consultant's
proportionate percentage of fault. Consultant's percentage of fault shall be determined, as applicable, by
a court of law, jury or arbitrator. In the event any loss, liability or damage is incurred by way of settlement
or resolution without a court, jury or arbitrator having made a determination of the Consultant's
percentage of fault, the parties agree to mediation with a third-party neutral to determine the Consultant's
proportionate percentage of fault for purposes of determining the amount of indemnity and defense cost
reimbursement owed to the City.
The proportionate rule, limiting Consultant’s duty to defend to the City as referenced above, does not
apply where: (1) one or more defendants is unable to pay its share of defense costs due to bankruptcy or
dissolution of the business; (2) a project-specific general liability policy insures all project participants for
general liability exposures on a primary basis and also covers all design professionals for their legal liability
arising out of their professional services on a primary basis; or (3) there is a design professional who is a
party to a written design-build joint venture agreement.
If one or more defendants are unable to pay its share of defense costs due to bankruptcy or dissolution of
the business, then the other the design professionals must meet and confer with other parties regarding
unpaid defense costs and determine their proportion of responsibility.
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 City, 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, losses, expenses or costs of any kind, whether actual, alleged or threatened,
including attorney’s 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.
C. GENERAL INDEMNIFICATION PROVISIONS. Consultant agrees to obtain executed
indemnity agreements with provisions identical to those set forth here in this section for each and every
subconsultant or any other person or entity involved by, for, with or on behalf of Consultant in the
performance of this agreement. In the event consultant fails to obtain such indemnity obligations from
others as required here, Consultant agrees to be fully responsible according to the terms of this section.
Failure of City to monitor compliance with these requirements imposes no additional obligations on City
and will in no way act as a waiver of any rights hereunder. This obligation to indemnify and defend City
Docusign Envelope ID: 3B7F3DA3-D1C5-44C3-AA36-A99A77166EED
City of Atascadero
Verdin Marketing Ink Co.
7
as set forth here is binding on the successor, assigns or heirs of Consultant and shall survive the
termination of this agreement or this section.
D. INDEMNIFICATION OF CONSULTANT: City will indemnify Consultant against any loss
Consultant may sustain as a result of a claim, proceeding or suit made or brought against Consultant
based upon any advertising element (e.g., photographs or artwork) furnished by the City, and which is
found by a court of competent jurisdiction to have violated the personal or property rights of any
person or persons, if City approved in writing or otherwise directed Consultant to use said element
before its publication or broadcast. Indemnification under this subparagraph shall survive termination
of this agreement.
17. INSURANCE:
Consultant shall maintain prior to the beginning of and for the duration of this Agreement
insurance coverage as specified in Exhibit C attached to and part of this agreement.
18. RECORDS:
Consultant shall maintain complete and accurate records with respect to labor costs, material
expenses, parcels abated or serviced and other such information required by City that relates to the
performance of services under this Contract. 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 and in a form acceptable to the City, which the City may specify and change from time to time.
Consultant shall provide free access to the representatives of City or its designees, at reasonable times,
to such books and records, shall give City the right to examine and audit said books and records, shall
permit City to make transcripts therefrom as necessary, and shall allow inspection of all work, data,
documents, proceedings, and activities related to this Contract. Such records, together with supporting
documents, shall be maintained for a period of three (3) years after receipt of final payment.
19. MISCELLANEOUS PROVISIONS:
A. ASSIGNMENT OR SUBSTITUTION. City has an NONDISCRIMINATION /
NONPREFERENTIAL TREATMENT STATEMENT In performing this Contract, the parties shall not
discriminate or grant preferential treatment on the basis of race, sex, color, age, religion, sexual
orientation, disability, ethnicity, or national origin, and shall comply to the fullest extent allowed by law,
with all applicable local, state, and federal laws relating to nondiscrimination.
B. UNAUTHORIZED ALIENS. Consultant hereby promises and agrees to comply with all of the
provisions of the Federal Immigration and Nationality Act (8 U.S.C.A. & 1101 et seq.), as amended; and
in connection therewith, shall not employ unauthorized aliens as defined therein. Should Consultant so
employ such unauthorized aliens for the performance of work and/or services covered by this contract,
and should the Federal Government impose sanctions against the City for such use of unauthorized
aliens, Consultant hereby agrees to, and shall, reimburse City for the cost of all such sanctions imposed,
together with any and all costs, including attorneys’ fees, incurred by the City in connection therewith.
Docusign Envelope ID: 3B7F3DA3-D1C5-44C3-AA36-A99A77166EED
City of Atascadero
Verdin Marketing Ink Co.
8
C. GOVERNING LAW. The City 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 Contract and
also govern the interpretation of this Contract. Any litigation concerning this Contract shall take place in
the San Luis Obispo Superior Court, federal diversity jurisdiction being expressly waived.
D. City has an interest in the qualifications of and capability of the persons and entities that will
fulfill the duties and obligations imposed upon Consultant by this Contract. In recognition of that
interest, neither any complete nor partial assignment of this Contract, may be made by Consultant nor
changed, substituted for, deleted, or added to without the prior written consent of City which consent
shall not be unreasonably withheld. Any attempted assignment or substitution shall be ineffective, null,
and void, and constitute a material breach of this Contract entitling City to any and all remedies at law
or in equity, including summary termination of this Contract. Subcontracts, if any, shall contain a
provision making them subject to all provisions stipulated in this Contract.
E. ENTIRE CONTRACT. This Contract constitutes the entire Contract and understanding
between the parties relative to the services specified herein and there are no understandings,
agreements, conditions, representations, warranties or promises, with respect to this Contract, except
those contained in or referred to in this Contract and this Contract supersedes all prior understandings,
agreements, courses of conduct, prior dealings among the parties and documentation of any kind
without limitation.
F. AMENDMENTS. This Contract may be modified or amended, or any of its provisions waived,
only by a subsequent written agreement executed by each of the parties. The parties agree that this
requirement for written modifications cannot be waived and any attempted waiver shall be void.
G. CONSTRUCTION AND INTERPRETATION. Consultant and City agree and acknowledge that
the provisions of this Contract have been arrived at through negotiation and that each party has had a
full and fair opportunity revise the provisions of this Contract and to have such provisions reviewed by
legal counsel. Therefore, any ambiguities in construing or interpreting this Contract shall not be resolved
against the drafting party. The titles of the various sections are merely informational and shall not be
construed as a substantive portion of this Contract.
H. WAIVER. The waiver at any time by any party of any of its rights with respect to a default or
other matter arising in connection with this Contract shall not be deemed a wavier with respect to any
subsequent default or other matter.
I. SEVERABILITY. The invalidity, illegality or unenforceability, of any provision of this Contract
shall not render the other provisions invalid, illegal or unenforceable.
Docusign Envelope ID: 3B7F3DA3-D1C5-44C3-AA36-A99A77166EED
City of Atascadero
Verdin Marketing Ink Co.
9
J. NOTICES. All invoices, payments, notices, demands, requests, comments, or approvals that
are required to be given by one party to the other under this Contract shall be in writing and shall be
deemed to have been given if delivered personally or enclosed in a properly addressed envelope and
deposited in a United States Post Office for delivery by registered or certified mail addressed to the
parties (deemed to have been received three (3) business days after deposit in the U.S. Mail) at the
following addresses:
City: City of Atascadero
Director of Community Services & Promotions
6500 Palma Avenue
Atascadero, CA 93422
Consultant: Verdin Marketing Ink Co.
Ashlee Akers
PO Box 3060
San Luis Obispo, CA 93403
Each party may change the address at which it gives notice by giving ten (10) days advance,
written notice to the other party.
K. AUTHORITY TO EXECUTE. The person or persons executing this Contract on behalf of
Consultant warrant and represent that they have the authority to execute this Contract on behalf of their
agency and further warrant and represent that they have the authority to bind Consultant to the
performance of its obligations hereunder.
Effective to this 13th day of August 2025 by the parties as follows.
Approved as to form:
____________________________________
Counsel for consultant
Verdin Marketing Ink Co.
By:__________________________________
Ashlee Akers, Chief Strategy Officer
Approved as to form:
By:__________________________________
David M. Fleishman, City Attorney
CITY OF ATASCADERO
By:__________________________________
James R. Lewis, City Manager
Docusign Envelope ID: 3B7F3DA3-D1C5-44C3-AA36-A99A77166EED
City of Atascadero
Verdin Marketing Ink Co.
10
CERTIFICATE OF COMPLIANCE
WITH LABOR CODE § 3700
I am aware of the provisions of Section 3700 of the Labor Code which require every employer to be
insured against liability for workers’ compensation or to undertake self-insurance in accordance with
the provisions of that code, and I have complied or will comply with such provisions before
commencing the performance of the work of this contract. (Cal. Labor C. §§1860, 1861.)
CONSULTANT
_____________________________
Ashlee Akers, Chief Strategy Officer
Docusign Envelope ID: 3B7F3DA3-D1C5-44C3-AA36-A99A77166EED
A-1
EXHIBIT A
SCOPE OF WORK
Develop and deploy marketing strategies based on Visit Atascadero’s (ATBID) goals. Below is a general
breakdown of the budget and marketing services for a twelve-month partnership.
Creative Development
Verdin will develop marketing campaigns targeting behavioral demographics to showcase Atascadero’s
key experiences as well as create new assets through photography and video.
Estimate includes:
• Concept creation and copywriting
• Design of all advertising based on approved media plan (TBD)
• Storyboards, visual direction, and logistics
• All final photography and video assets
Media Hard Costs, Planning & Placement
Verdin will handle all media coordination under the direction and approval of ATBID.
Estimate includes:
• Media planning and negotiating through June 2026
• Media monitoring and recommendations based on performance
• Invoice reconciliation and coordination on any make-goods or billing adjustments
needed
• Media hard costs
Social Media and E-Newsletter
Verdin will manage ATBID’s Facebook, Instagram, Pinterest, monthly e-newsletter, and promotions.
Estimate includes:
• Creation of monthly calendars and custom images for all appropriate channels
• Creation of monthly e-newsletter content and images
• Scheduling, monitoring, and responding
• Monthly subscription cost of Mail Chimp
Docusign Envelope ID: 3B7F3DA3-D1C5-44C3-AA36-A99A77166EED
City of Atascadero
Verdin Marketing Ink Co.
A-2
Public Relations
Public relations related work will consist of content submissions, pitching, and FAM coordination with
Visit SLO CAL, CCTC, and Visit California.
Estimate includes:
• Proactive pitching when appropriate
• Responding to all Visit SLO CAL, CCTC, and Visit California PR opportunities that align
with ATBID’s goals and offerings
• FAM tour coordination with Visit SLO CAL when appropriate
• Hosting select influencers and journalists
Website Updates
Verdin will update the website’s content pages as needed for promotions and advertising.
Estimate includes:
• Copy writing, and visual execution (hero images, graphics, etc.)
• Page layout and implementation
• One monthly blog
Strategy, Meeting & Project Management
Verdin will direct all implementation and monitoring of ATBID projects based on set goals.
Estimate includes:
• Research, strategy, consulting, and project management
• Monthly meetings and quarterly reporting
• Monthly Visit SLO CAL Marketing Committee report
• The staff report for Visit SLO CAL opportunities that require board approval
Docusign Envelope ID: 3B7F3DA3-D1C5-44C3-AA36-A99A77166EED
B-1
EXHIBIT B
COMPENSATION
TOTAL COST OF CONTRACT NOT TO EXCEED $265,000.00
WITHOUT PRIOR WRITTEN AUTHORIZATION
Consultant is to be compensated for services rendered upon presentation of an invoice on a monthly
basis, for fees and implementation costs throughout the term of the Agreement, with a not-to exceed
an annual cap of $265,000 for Fiscal Year 2025-2026 and not-to exceed the annual cap of $295,000 for
Fiscal Year 2026-2027.
Services will be conducted on a time and material basis not to exceed the contractual amount of
$265,000.00. Production billing will be itemized in terms of creative services, talent costs, computer
artwork, photography, printing, etc., and billed by projects. All media and outside services, such as
artwork and mechanicals, as well as out-of-pocket expenses, will be billed to the City. Consultant
commissions will go towards media planning and account management time, as well as covering the
overhead for processing media invoices.
Any additional services authorized by the City of Atascadero, not included in the scope of services as
defined by this contract, must be approved in the form of a City of Atascadero Change Order prior to
performing additional work. All additional work authorized by a City of Atascadero change order will be
compensated at the same unit cost for the defined services as agreed in the attached contract. Payment
will be made within 30 days after receipt and approval of invoice.
Payments to the consultant in excess of the contract amount of $265,000.00 will not be made unless
written authorization is executed prior to the date of the additional requested work. Any charges
incurred outside of these contract terms will not be authorized for payment
The City reserves the right to inspect the Consultant’s financial records. The Consultant may have up to
48 hours to present their financial records request.
Approvals and authority are provided as follows:
The City is authorized to sign approvals and authorizations. Once an authorization has been signed,
changes may be made, but the City will reimburse the Consultant for additional time incurred and
materials purchased in the City’s name.
Docusign Envelope ID: 3B7F3DA3-D1C5-44C3-AA36-A99A77166EED
B-2
EXHIBIT B
COMPENSATION
Consultant compensation is provided for as follows:
Project time for strategy planning, creative development, asset development, public relations, web
updates (as needed), E-newsletter management, social media management, media strategy and
management, and media buy for creative production services, public relations services and special
projects such as research are provided on an hourly rate basis. Budget estimates can be forwarded for
projects as needed. Consultant hourly rates are $165 per hour and the Travel Rate is less 50% ($82.50
per hour). These rates are guaranteed through the term of the contract, ending on 6/30/2027.
Billing procedures are as follows:
Production billing is itemized in terms of creative services, talent costs, computer artwork,
photography, printing, etc., and billed by projects. It is invoiced on a monthly basis or when a
project is completed. With new or larger projects, Consultant may require that one-half (1/2) of
estimated cost at commencement and one-half (1/2) delivery of product.
Docusign Envelope ID: 3B7F3DA3-D1C5-44C3-AA36-A99A77166EED
C-1
EXHIBIT C
The Consultant shall procure and maintain for the duration of the contract insurance against claims for
injuries to persons or damages to property which may arise from or in connection with the
performance of the work hereunder by the Consultant, its agents, representatives, employees, or
subconsultants.
Minimum Scope of Insurance. Coverage shall be at least as broad as:
1. Insurance Services Office Commercial General Liability coverage (occurrence form CG 0001).
2. Insurance Services Office form number CA 0001 (Ed. 1/87) covering Automobile Liability, code 1
(any auto).
3. Workers' Compensation insurance as required by the State of California and Employer's Liability
Insurance.
4. Errors and Omissions Liability insurance as appropriate to the consultant's profession.
Minimum Limits of Insurance. Consultant shall maintain limits no less than:
1. General Liability: $1,000,000 per occurrence for bodily injury, personal injury and property
damage. If Commercial General Liability or other form with a general aggregate limit is used,
either the general aggregate limit shall apply separately to this project/location or the general
aggregate limit shall be twice the required occurrence limit.
2. Automobile Liability: $1,000,000 per accident for bodily injury and property damage.
3. Employer's Liability: $1,000,000 per accident for bodily injury or disease.
4. Errors and Omissions Liability: $1,000,000 per occurrence.
Deductibles and Self-Insured Retentions. Any deductibles or self-insured retentions must be declared
to and approved by the City. At the option of the City, either: the insurer shall reduce or eliminate
such deductibles or self-insured retentions as respects the City, its officers, officials, employees and
volunteers; or the Consultant shall procure a bond guaranteeing payment of losses and related
investigations, claim administration and defense expenses.
Other Insurance Provisions. The general liability and automobile liability policies are to contain, or be
endorsed to contain, the following provisions:
1. The City, its officers, officials, employees, agents and volunteers are to be covered as insureds
as respects: liability arising out of activities performed by or on behalf of the Consultant;
products and completed operations of the Consultant; premises owned, occupied or used by
the Consultant; or automobiles owned, leased, hired or borrowed by the Consultant. The
coverage shall contain no special limitations on the scope of protection afforded to the City, its
officers, official, employees, agents or volunteers.
2. For any claims related to this project, the Consultant's insurance coverage shall be primary
insurance as respects the City, its officers, officials, employees, agents and volunteers. Any
Docusign Envelope ID: 3B7F3DA3-D1C5-44C3-AA36-A99A77166EED
C-2
insurance or self-insurance maintained by the City, its officers, officials, employees, agents or
volunteers shall be excess of the Consultant's insurance and shall not contribute with it.
3. The Consultant's insurance shall apply separately to each insured against whom claim is made
or suit is brought, except with respect to the limits of the insurer's liability.
4. Each insurance policy required by this clause shall be endorsed to state that coverage shall not
be suspended, voided, canceled by either party, reduced in coverage or in limits except after
thirty (30) days' prior written notice by certified mail, return receipt requested, has been given
to the City.
Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M. Best's rating of no
less than A:VII.
Additional Insured
The City of Atascadero will need to be added to the policy as Additional Insured by endorsement to the
General Liability, adding the City’s name to the Certificate of Insurance is not sufficient and will not be
accepted.
Verification of Coverage. Consultant shall furnish the City with a certificate of insurance showing
maintenance of the required insurance coverage. Original endorsements effecting general liability and
automobile liability coverage required by this clause must also be provided. The endorsements are to
be signed by a person authorized by that insurer to bind coverage on its behalf. All endorsements are
to be received and approved by the City before work commences.
Docusign Envelope ID: 3B7F3DA3-D1C5-44C3-AA36-A99A77166EED