HomeMy WebLinkAboutContracts & Agreements_36A-2018 AGREEMENT TO PERFORM PROFESSIONAL SERVICES
This agreement for the provision of Social Media Marketing services with TMD
Communications. ("Agreement") is made and entered into this 5t, day of March, 2018
("Effective Date"), by and hetwcen the City of Redlands, a municipal corporation ("City") and
TMD Communications ("Consultant"). City and Consultant are sometimes individually referred
to herein as a "Party" and, together, as the "Parties." In consideration of the mutual promises
contained herein, City and Consultant agree as follows:
ARTICLE I —ENGAGEMENT OF CONSULTANT
1.1 City hereby engages Consultant to provide social media marketing services for City's
Quality of Life Department, Redlands Recreation Center and Redlands Senior Services
Facebook pages(the"Services").
1.2 The Services shall be performed by Consultant in a professional manner, and Consultant
represents that it has the skill and the professional expertise necessary to provide the
Services to City at a level of competency presently maintained by other practicing
professional consultants in the industry providing life and similar types of Services.
ARTICLE 2—SERVICES OF CONSULTANT
2.1 The Services that Consultant shall perform are more particularly described in Exhibit
"A," entitled "Scope of Services/Consulting Proposal," which is attached hereto and
incorporated herein by reference.
2.2 Consultant shall comply with applicable federal, state and local laws and regulations in
the performance of this Agreement including, but not limited to State prevailing wage
Iaws.
ARTICLE 3—RESPONSIBILITIES OF CITY
3.1 City shall make available to Consultant information in its possession that may assist
Consultant in performing the Services.
3.2 City designates City's Qualify of Life Director, or his or her designee, as City's
representative with respect to performance of the Services, and such person shall have the
authority to transmit instructions, receive information,interpret and define City's policies
and decisions with respect to performance of the Services.
ARTICLE 4—PERFORMANCE OF SERVICES
4.1 The initial term of the Agreement shall be for a period from its Effective Date through
June 30, 2018 (the "Initial Term"). The City shall have the option to extend the Initial
Term of this Agreement for one (1)additional year term ("Extended Term"), on the same
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terms and conditions, by providing written notice to Contractor at least thirty (30) days
prior to the expiration of the Initial Term or any Extended Term.
4.2 Consultant shall perform and complete the Services in a prompt and diligent manner in
accordance with the consultants proposal set forth in Exhibit "A" entitled Scope of
Services/Consulting Proposal. The Services shall commence within ten (10) days of the
Effective Date of this Agreement.
ARTICLE 5 --w PAYMENTS TO CONSULTANT
5.1 The annual compensation for Consultant's performance of the Services shall be in the
amount of not to exceed Four Thousand Dollars ($4,000.00) in accordance with Exhibit
"A" entitled"Scope of Services/Consultants Proposal" attached hereto.
5.2 Consultant shall submit monthly invoices to City describing the Services performed
during the preceding month. Consultant's invoices shall include a brief description of the
Services performed, the dates the Services were performed, the number of hours spent
and by whom, and a description of reimbursable expenses related to the services. City
shall pay Consultant no later than thirty (30) days after receipt and approval by City of
Consultant's invoice.
5.3 Any notice or other communication required, or which may be given, pursuant to this
Agreement, shall be in writing. Any such notice shall be deemed delivered(i) on the date
of delivery in person; (ii) five (5) days after deposit in first class registered mail, with
return receipt requested; (iii) on the actual delivery date if deposited with an overnight
courier; or (iv) on the date sent by facsimile, if confirmed with a copy sent
contemporaneously by first class, certified, registered or express mail; in each case
properly posted and fully prepaid to the appropriate address set forth below, or such other
address as a Party may provide notice in accordance with this section:
city Consultant
Christopher Boatman,Director Theresa Dale, TMD Communications
Quality of Life Department 1.074 Occidental Circle
City of Redlands Redlands, CA 92374
35 Cajon Street, Suite 222
PO.Box 3005 (mailing)
Redlands, CA 92373
Such addresses may be changed by notice to the other Party given in the same manner as
provided above.
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ARTICLE 6--INSURANCE AND INDEMNIFICATION
6.1 Insurance required by this Agreement shall be maintained by Consultant for the duration
of its performance of the Services. Consultant shall not perform any Services unless and
until the required insurance listed below is obtained by Consultant. Consultant shall
provide City with certificates of insurance and endorsements evidencing such insurance
prior to commencement of the Services, Insurance policies shall include a provision
prohibiting cancellation or modification of the policy except upon thirty (30) days prior
written notice to City.
6.2 Workers' Compensation and Employer's Liability insurance in the amount that meets
statutory requirements with an insurance carrier acceptable to City, or certification to
City that Consultant is self-insured or exempt from the workers' compensation laws of
the State of California. Consultant shall provide City with Exhibit "B,"entitled"Workers
Compensation Insurance Certification," which is attached hereto and incorporated herein
by this reference,prior to performance of the Services.
6.3 Consultant shall secure and maintain comprehensive general liability insurance with
carriers acceptable to City. Minimum coverage of One Million Dollars ($1,000,000) per
occurrence and Two Million Dollars ($2,000,000) aggregate for public liability, property
damage and personal injury is required. City shall be named as an additional insured and
such insurance shall be primary and non-contributing to any insurance or self-insurance
maintained by City.
6.4 Consultant shall secure and maintain professional liability insurance throughout the term
of this Agreement in the amount of One Million Dollars($1,000,000)per claim made.
6.5 Consultant shall secure and maintain business auto Iiability coverage, with minimum
limits of One Million Dollars ($1,000,000)per occurrence, combined single Iimit bodily
injury liability and property damage liability. This coverage shall include all Consultant
owned vehicles used in connection with Consultant's provision of the Services, hired and
non-owned vehicles, and employee non-ownership vehicles. City shall be named as an
additional insured and such insurance shall be primary and non-contributing to any
insurance or self insurance maintained by City.
6.6 Consultant shall defend, indemnify and hold harmless City and its elected officials,
employees and agents from and against any and all claims, losses or liability, including
attorneys' fees, arising from injury or death to persons or damage to property occasioned
by any negligent act or omission by, or the willful misconduct of, Consultant, or its
officers, employees and agents in performing the Services.
ARTICLE 7—CONFLICTS OF INTEREST
Tl Consultant covenants and represents that it does not have any investment or interest in
any real property that may be the subject of this Agreement or any other source of
income, interest in real property or investment that would be affected in any manner or
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degree by the performance of Consultant's Services. Consultant further covenants and
represents that in the performance of its duties hereunder, no person having any such
interest shall perform any Services under this Agreement.
7.2 Consultant agrees it is not a designated employee within the meaning of the Political
Reform Act because Consultant:
A. Does not matte a governmental decision whether to:
(i) approve a rate, rule or regulation, or adopt or enforce a City law;
(ii) issue, deny, suspend or revolve any City permit, license, application,
certification, approval, order or similar authorization or entitlement;
(iii) authorize the City to enter into,modify or renew a contract;
(iv) grant City approval to a contract that requires City approval and to which
City is a party,or to the specifications for such a contract;
(v) grant City approval to a plan, design, report, study or similar item;
(vi) adopt or grant City approval of, policies, standards or guidelines for City
or for any subdivision thereof.
B. Does not serve in a staff capacity with City and in that capacity, participate in
making a governmental decision or otherwise perforin the same or substantially
the same duties for City that would otherwise be performed by an individual
holding a position specified in City's Conflict of Interest Code under Government
Code section 87302.
7.3 In the event City determines that Consultant must disclose its financial interests,
Consultant shall complete and file a Pair Political Practices Commission Form 700,
Statement of Economic Interests, with the City Clerk's office pursuant to the written
instructions provided by the City Clerk.
ARTICLE 8—GENERAL CONSIDERATIONS
8.1 In the event any action is commenced to enforce or interpret any of the terms or
conditions of this Agreement the prevailing Party shall, in addition to any costs and other
relief, be entitled to the recovery of its reasonable attorneys' fees, including fees for the
use of in-house counsel by a Party.
8.2 Consultant shall not assign any of the Services, except with the prior written approval of
City and in strict compliance with the terms and conditions of this Agreement.
8.3 Records, drawings, designs, cost estimates, electronic data files, databases and any other
documents developed by Consultant in connection with its performance of the Services,
and any copyright interest in such documents, shall become the property of City and shall
be delivered to City upon completion of the Services, or upon the: request of City. Any
reuse of such documents, and any use of incomplete documents, shall be at City's sole
risk.
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8.4 Consultant is for all purposes under this Agreement an independent contractor and shall
perform the Services as an independent contractor. Neither City nor its agents shall have
control over the conduct of Consultant or Consultant's employees, except as herein set
forth. Consultant shall supply all necessary tools and instrumentalities required to
perform the Services. Assigned personnel employed by Consultant are for its account
only, and in no event shal I Consultant or personnel retained by it be deemed to have been
employed by City or engaged by City for the account of,or on behalf of City. Consultant
shall have no authority, express or implied, to act on behalf of City in any capacity
whatsoever as an agent, nor shall Consultant have any authority, express or implied, to
bind City to any obligation.
8.5 Unless earlier terminated as provided for below, this Agreement shall terminate upon
completion and acceptance of the Services by City. This Agreement may be terminated
by City, in its sole discretion,by providing not less than five(5) days prior written notice
to Consultant of City's intent to terminate. If this Agreement is terminated by City, an
adjustment to Consultant's compensation shall be made, but (1) no amount shall be
allowed for anticipated profit or unperformed Services, and (2) any payment due
Consultant at the time of termination may be adjusted to the extent of any additional costs
to City occasioned by any default by Consultant. Upon receipt of a termination notice,
Consultant shall immediately discontinue its provision of the Services and,within five(5)
days of the date of the termination notice, deliver or otherwise make available to City,
copies (in both hard copy and electronic form, where applicable) of project related data,
design calculations, drawings, specifications, reports, estimates, summaries and such
other information and materials as may have been accumulated by Consultant in
performing the Services.Consultant shall be compensated on a pro-rata basis for Services
completed up to the date of termination.
8.6 Consultant shall maintain books, ledgers, invoices, accounts and other records and
documents evidencing costs and expenses related to the Services for a period of three (3)
years, or for any longer period required by law, from the date of final payment to
Consultant pursuant to this Agreement. Such books shall be available at reasonable times
for examination by City at the office of Consultant.
8.7 This Agreement, including the Exhibits incorporated herein by reference, represents the
entire agreement and understanding between the Parties as to the matters contained
herein, and any prior negotiations,written proposals or verbal agreements relating to such
matters are superseded by this Agreement. Except as otherwise provided for herein, any
amendment to this Agreement shall be in writing, approved by City and signed by City
and Consultant.
8.8 This Agreement shall be governed by and construed in accordance with the laws of the
State of California.
8.9 If one or more of the sentences, clauses, paragraphs or sections contained in this
Agreement is declared invalid, void or unenforceable by a court of competent
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jurisdiction, the :;,jjjlc sh,311 be dQcrucd several)]c from thu renminder of this A1,;rcenlent
and Shall not affect, irnpair Or inValidate the remaining senlQnces, clauses, paragraphs or
sections contained herein, unless to c
bargain Under this Agrecillent,
its b, 10 so "'OLId Cl-PI-ive a Party cif a material bcnofit of
IN' W11WESS WHEREOF, dally authorized representatives OfCity and COnsUltallt have signed
in cOnfimlation of this Agreemelit,
CITY OF REDLANDS TMD Communications
By' .
E, ique i Viz, City mafla
AttcsL
J e Donaldson,
ozz�City Clerk
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EXHIBIT "B"
WORKERS' COMPENSATION INSURANCE CERTIFICATION
Every employer, except the, State, shall secure the payrnent of conjpens�jtjon in one or more of
the following ways:
By being
insured against liability to pay compensation by one or more insurers
duly authorized to write compensation insurance in this State.
(by securing from the Director of Industrial Relations, a cer�ificate of consent to
self-insure, either as an individual employer, or as one employer in a group Of
employers, which may be given upon furnishing proof satisfactory to the Director
of Industrial Relations of ability to self-insure and to pay any cornpensation that
may become due to his or her employees,
ORECK ONE
-I am aware of the provisions of Section 3700 of the Labor Code which requires 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 will comply with such provisions
before commencing the performance of the work and activities required or permitted under this
Agreement, (Labor Code§1861),
V I affirm that at all times, in performing the work and activities required or permitted under
this Agreement, I shall not employ any person in any manner such that I becorne subject to the
workers' compensation laws of California. However, at any time, if I employ any person such
that I become subject to the workers' compensation laws of California, inunediately I shall
provide the City With 8 certificate of consent to self insure, or a certification of workers'
compensation insurance.
I certify under penalty of perjury under the laws of the State of California that the information
and representations made in this certificate are true and correct,
Name OfCompany: TMD Communications
. ...............
By:
, ,e .......... Date:
Theresa Tale
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June 28, 2017
To:Andy Ortiz
CC:Tin)Sullivan, Chris Boatman, Tricia Swope, Carl Baker
Subject:TMDCommunications Social Marketing Proposal for City of Redlands,Quality of Life Department
Here is the proposal for continuing the consulting services agreement for the social media program of the
City of Redlands Quality of Life Department from December 1,2017--October 30,2018.
Renewal option:1-year(July 1, 2018—June 30, 2019 with review of services and fees prior to April 1, 2019)
Seo a lc .
Continue to create, implement, and expand the existing social media/public relations program for the time
period of August 1, 2017 to June 30, 2018.T l3Communications is including a one year renewal option
from.truly 1, 2018—June 30, 2019 with a review of services and fees prior to April 1,2018.
Services include Lands-on management of social media and collaboration with other City departments,
divisions,and personnel.
CqMpanents
Social Media—Pacebook
Existing Pages;
® Redlands Quality of Life Department
• Redlands Recreation and Senior Services(to be revised,RedNand Senior Services
• City of Redlands Recreation(to be revised:City of Redlands Parks&Recreation with place pages for all city
parks—currently 14).
O Downtown Redlands(existing..page under the auspices of O!L as of July 1,2017) ,
Proposed Pages.(launch to be determined,)
• Hiliside Memorial Cemetery
o Redlands Municipal Airport
Consulting Services Included
I. Posting Content provided by QCL and related divisions.
Includes researching,writing/editing,and verifying information and assuring professionalstandards ofgraphi
elements and written content.
2. Sharing posts on tither appropriate pages(accessible city pages,appropriate Pacebook groups and appropriate
private pages where accessible)
3. Monitor t`acebook posts that mention Quality of Life and related divisions
. Develop responses with assistance of staff to comments and questions as they occur
S. Coordinate posts with the City PICT,ether city departments/division to provide consistent message and
information to public
. Remove/hide spam and inappropriate content
1
7, Tag Q and related divisions where appropriate to create exposure for the a art n Is
S. Include tags where appropriate for ld P Me t Facebook pages.
local businesses,organizations and individuals
with Q departments,divisions and projects, working in conjunction
9. Suggest and recommend subjects for posts
10� Maintain,edit and update existing and create new Facebook"'Notes"that Provide information on the various
divisions within the Quality Of Life Department(this will Include moving notes from Redlands Police
Department for subjects that are now under ClQpurview).
11. Curating content that provides information,entertainment and attracts followers to the Q0L pages.
12. Researching and creating answers to private messages as required
13. "Liking"local businesses and other types of organizations that are part of the community(as a page)
14. Creating and sharing events.
15. Additional social media-related activities as related to social media best practices and Faceb:ook policies and
procedures,
Fee StruCtUre
$1,000/month,invoiced monthly(City Purchase Order)for August 1,2017 to June 30,2018'.
Renewal option; 1-year(July 1, 2018—June 30,2019 with review Of services and fees prior to April 1,, 2019)
Thank you for the opportunity to continue,working with the Redlands Quality of Life Department.
Sincerely,
29 7
Theresa M.Date Principal
!q_�W
Date, Representative,!Redlands CIualftyoaf_life—Dept, Date
respectfully Submatte d,
Theresa,M.Date, Principal
TMI)Communications I!Le,reli' mdcofr-nmunicattons.com
1074 Occidental Circle E)Lmt�
Redlands,CA 92374-2685 tMAgq2IM&M
(909)792-4420 —W—w—w—.t—MdCommuWicat,loliscoryI
(909)648.2170 cell tt facebook.com NID Comm u nica flonssocial
MEketing
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