HomeMy WebLinkAboutContracts & Agreements_124A-2018 PS-L1(5129/E8}
AGREEMENT TO PER�ORM PROFESSIONAL SERVICES
, This agreeinent for tl�e provzsion. of social inedia marketing services with TMD
Comrnunicatians {"Agreernent") is made and entered in this lst day af J�ly, 2018 ("Effective
Date"), by and between the City of Redlands, a rnunicipal carporation ("Ci�y)" and TMD
Coran�nunications {"Consultant"). City and Consultant are sometimes individually referred to
herein as a "Party" and, together, as the "Parties." In consideration of the mutual proinises
contained herein, City and Consultant agree as follows:
ARTICLE 1 —ENGAGEMENT OF CONSULTANT
1.I City hereby engages Consultant to provide social media marketing services for City (the
"Services").
1.2 The Ser�ices shall be perforined by Consultant in a professional manner, and Consultant
reprEsenYs that it has the skiil and the professional expertise necessary to provide the
Services to City at a level of competency presently rnaintained by other practicing
pro�essional consultants iFl the industry providing like and similaz-types of Services.
ARTICLE 2-- SERVICES OF CONSULTANT
2.1 The Services thaf Cansultant s�all perform are more particularly described in Exl�ibit"A,"
entitled"Scape o�Sezvices,"which is attached hereto and incorpora�ed herein by reference.
2.2 Consultant shall comply with applicable federal, state and local laws and re�ulations in the
performance of this Agreeinent including,but nat limited to, State prevailing wage laws.
ARTICLE 3 —RESP4NSIBILITIES OF CITY
3.1 City shall rnake avazlable to Consultant information in its passession that may assist
Consultant in perfonning the Services.
3.2 City designates Quality of Life Director, Chris Boatinan, as City's representative with
respect to perfonnance 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 ta perfonnance of the Services.
ARTICLE 4—PERFORMANCE OF SERVICES
4.1 Consultant shall perfonn and co�nplete tlle 5ervices in a pro�npt and diligent �nanner in
accordance with the schedule set forth in ExY�ibit"A," entitled "Scope of Services,"wl�ich
is attached hereto and incorporated k�erein by reference. The ten�n of tl�is Agreement shall
cominence on the Effec�zve Date of tliis Agreement and terminate on June 30,20�9,unless
tenninated earlie�as provided herein.
I
E:1caldjinlAgreementslTMD Communications Agreement FY 18-19.PS-l.l.dacx
PS-l.](5/24/l8)
�.2 If Consultan�'s Services include deliverable electronic visual presentation nnaterials, such
materials shall be delivered in a form, and made avaiiable to the City, consistent with City
Council adopted policy for the saine. It shall be the obligation of Consultant to obtain a
copy of such pfllicy from City Staff
ARTICLE 5 —PAYMENTS TO CONSULTANT
5.1 City shali pay Consultant the amount o�tvvo thousand dollars (�2,000) per month for the
Services, with total compensation�or the Servzces not to exceed the amount of twenty four
thousand dollars {$24,0�0) duz-ing the Term hereof, ali in accardance with Exhibit "B,"
enti�Ied"Fee Schedule," which is attached hereto and incorporated herein by re�erence.
5.2 Corzsuitant shall submit inonthly invoices to City describing the Services pexfoz-z�ed during
the preceding month. Consultant's invoices shall include a brief descrzption of the Services
performed,the dates the Servic�s�vere perfarmed,the nuznber of hours spent and by whom,
and a description of reiinbursable expenses related to the Services, if any. 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 coimnunication requirEd, or which �nay he given, pursuant to �l�is
Agreeinent, shall be in writing. Any such no�ice shail be dee�ned delivered (i) on the date
of delivery in person; (ii}five(S}days after deposit in first class registered mail,with return
receipt request�d; {iii} on�he aci-ual delivery date if depasited with an overnight courier; or
{iv) on the date sent by facsixnile, if confir�ned with a copy sent contemporaneously by f rst
class, certified, registered or express mail; in each case properly posted and fizlly prepaid
to the appropriate address set forth below, or such other address as a Party may provide
notice in accordance with t�is section:
Citv Consultant
City Clerk Theresa Dale, Principal
City ofRedlands TMD Communications
3S Cajon Street 1074 Occidental Dr.
�'.O. Box 3005 (mailing) Redlands, CA 92374
Redlands, CA 92373 tmdaie@live.com
jdonadison@cityofredlands.org {909) 64&-2170
(909} 798-7531
ARTICLE b— INSURANCE AND IIVDEMNIFICATION
6.1 Tl�e following insurance coverage required by this Agreement shall be ��ain.tained by
Consultant for tlie duration of its p�rfor�nai�ce ofthe Services. Consultant sliail not perfonn
any Services unless and until the required insurance Iisted below is obtained by Consultant.
Consultant shall provide City with certificates of insurance and endorseinents evidencing
such insurance prior to comznenceinent of the Services. Insurance policies shall include a
pravision prohibiting canceiIation or modification of the policy �xc�pt upon thirty (30)
days prior waritten notice to City.
2
I:1ca1djmlAgreementslTMD Com�nunications Agreemenc FY 18-19.PS-l.l.docx
��-i_i{sn_sri��
A. War�ers' Cornpensation an�Empfoyer's Lia�il�ty insurance in the annount that meets
st�tutc�ry reyuir�ments witks � insur�nnce cas�rier acc�ptabl� to City, or certif catic�n�a
City that Cor�sultanE is s�lf insured or exe�pt�rom t,tte w�orkers' corrapens�tion laws of
�he State o�Ca4ifor�ia. Consult�ttt shall execute a�ad prp�ride City with Exhibit "C"
en��ed "V�orkers' CQnag��tsatipn �st�rance Certifzcation," .w,rhich is �tt�ehcrl �erato
and incarpor�ted herein by t�ais re�'�ence priar to perfozm�ce�£the 5e�vices.
�. Compr�hensive Gener�I Liability insura�c� vvith carriers accepta�Ie ta City in �.l�e
rrtinitnum amau�t of On�N�illion Doll�rrs(�1,�0U,0UD}per oecvrrence ar�d Twa Milli4n
Dollars (�2,U�Q,€�0{l} aggregate, for public liability, property damage �d perscrnal
in,�ury is required.�ity shall be narrted as an additionaI instired�d such insura�ce sktall
be prim�rry and non-ca�atributi�g tn�ny insur�nce or self-ins�ara�ce rnaint�ined by City.
b.? Consu�tant shal� d�fend, indemnify and hold harmicss CiCy and its el�ted ofFicials,
ermplayees and agents from asid against ar�y and ail clairns, lnsses or �iability, including
attonney�' fees, �sing from inj�ry or death to persons ar c�ar�a���to prap�rty oceasion�d
by�r�y negii�en�act or omissian by,or the vr�llful rnisconduet af,Consultant,or its officers,
errnp2oyees and a�ents in performin�the Services,
ARTICL�7--CONFI.ICTS OP INTEI�EST
7.1 �on�ultant covenants and repr�sezz�.s that it daes not h��e any investment or intere5t in ar�y
reat �eoperty that may b� the subject of this Agreement ar any ot4�er source o�incorr�e,
interest in real grop�rty nr investmen�th�t waulc�be�ected in aray manner or degree by
th�performance of Cansultant's Serv�ce�.�onsult�nt further cavenants and rep�esents�hat
in th�p�rf�rmanee Qf its ducies�ereunder,no�ersnn h�ving arky such interest shall perfornn
any Services�ander Yhis Agreement.
7:? Consultar�t agr�s it is not a desi�ated �mplay�e vaithin the rne�ni�g of�Fte Political
Reforrn Act i�ecause Consult�nt:
A. Does no#m�ke a govemmental decisic�n whether�o:
(i) approve a r�te,zul�ar re�,t�latson,oe adopt or enforce a City Iaw;
{ii) issue, deny, susp�nd ar revoke any Gity p�rmit, licer�se, application,
certifcatian, approval,order ar simil�ar a�thar�zatior�c�r entatlement;
(iii} av�hor�ze City ta emC�r into, modify or r�n�w a co�cr�ct;
[iv} gr�r��City approval�o a cnntract tt��t rec��izes City appro�ai�nd to which
City is �pa�rly,ur tQ the specii5cations�'or such a cantract;
{v} grant City approval to a plar�,desig,n,r�port,stt�dy or simil�r iterr�;
(v'r} adopt, vr grant C�ty appro�a! o�', palicies, standards or gu�de�ines for�ity
or fc�r�any subdivisian thereQf
B. Dn�s not s�rve in a sta�f��pacity wifh City and in tl�at capa�ity, p�rticipate in
makin�a governrnental decisic�n ar othen�vise p��orm the same or substantially�he
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I:1su1djmlA�emerots,TRAD Comrnu�nicntimxs A�manent I�Y I S-I9 I'S•I..I.d�
P5-1.1(512911 R)
same dc�tfes for City that would ath�rwise be performe�by an individuas hc�lding a
position speci�ied in Cixy's Co��lict of Interest Code under �overnrr��nt Code
section�73�"�.
7.3 ]f�the event C'tty determines that Consultant must disciase i�s fin�cial int�eests,�onsultant
sh�ll cample�e and fite a Fair Polit�ca� �raetices Cc�mmission Farnn 7QD, ��at�ment of
Econorrsic I�a��r�sts, with the �ity �lerk's o�iee pursuant to the v�mt�en inste�actions
provided by the City Clerk.
ARTICLE 8—GENERAL C�NSIDERATIpNS
�.1 �n the eVent ariy action is cornmenced to enforce or inter�►ret a�y of the terms or conditians
of this Agreement th�prevailing P$►ty shall, in �ddition to any eosPs and other reli�f, be
entitled to fihe r�covery a�i� reasona6le �ttomeys' �ees, inciudin� �ees �'car th�use of in-
house ca�ns�t 6y a Party.
�.2 Cc�ns�ltant sha11 not assign any o�the �ervices, except with the priar rrrri�ten approval of
City and in �ict complianc� with the terms and canditaans of t�is Agr�em�n� Any
assignment or attempted assi�nmen� wit�-iout such priar wri#t�� cunsent may, in the so�e
discretion of City,results in City's i�nmediate eerminatio�of#his Agr�emen�
8.3 Consultant is fbr�II pucposes under this A�e'eerner�t arf independ�nt Cc�nsvltan�and shalI
perform the Services as an independent Consuttan�Neit�er City nar i�.s a��nts shall have
control over the cnndt�Ct of Cvnsultant ar Consuitant's empioyees, except as herein set
forth.Consta6tant shall suppiy aIl necessaay tools and instrumentalities required to perfarm
the Services. Assigned persd�el employed by Cons�ltant are for its accou�r�t on1y, and in
no event sla�Il�ansultant nr personnel retain�d by it be deemed tQ hade b�en employed by
City or engaged iay�ity �'ar the�cca�nt of,or on behalf of�ity. Consultant sl�all hade no
�u�hc�r�ty, express or implied, to act an behalf of City in any capacity whatsoever as an
agent, nor si�all Consultant �ave �ny authority, express or implied, to bind �ity to ar�y
ob(igatian.
8.4 This Agreement may be terminated by City, in its sole discr�tion, by providir�g no� l�s�
than fiva (5} days priar written nc�tice to Consult�nnt of City's intent to terrninate. It'this
A�reement is termirtated by City, �n adjustm�nt to Consultant's compensation sl�all 1�e
made, but(1) no amount s�all be allc�wed for anticipated profit or unge�#'ormed Senrices,
and(2j any payment due Consulta�t at the�ir�e af�rn�ination m�y b�adj�asted to�ke�xtent
of any addi�anal costs ta�ity occasioned by any d�fault by Cansultan�. t]pon receipt of a
t�rmination nviice, Cor�ulta�nt shal[ immediately d�scos�tinue its pr�vision of the Services
and, within five (5} days nf the dat�of E�e termination notice, d�liver or oti�ervvise make
availafale to Ci�y, copies (in both h�rd copy �nd e�ectror�ic form, where applicabte) of
proj�ct r�lated dat�, d�sign calculatzons, drawin�s, speci�ications, reporisy BS�IIT]3I85�
susnmari�s a�ci such ott�er infnrmatiora �nd materials as may hav� been accurr�ulated by
Cnns�ltant ir�perfoeming t�e Services.Cons�It�n�shall be com�ensated ar�a pro-rata basis
�or 5ervic�s completed up to the d�te of t�zmznation.
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l.��ijmlA�cmcnlsl"1'P/ID Cmn�nunics�i�s A�ceemmi f'Y 1�-19 PS-l.l.d�
PS-1 1(5291I8}
8.5 Consultant shall maintain books, ledgers, invoices, accounts and oiher records and
documeRts 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 offinal payment to Consuftant
pursuant to this Agreement Such boflks shal! be available at reasonable times for
examination by City at the office of Cnnsullant.
8.6 This Agreement, inc�uding 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 proposaIs or verbal agreement�reiating to sueh matters
are superseded by this Agreement. Except as othe:wise provided for herein, any
amendment to this Agreement shall be in wriiing,approved by City and si�ed by City and
Consultani.
8.7 This Agreement shatl be goverrted by and constrved ia accordance with the laws of the
State of CaJifflrnia.
8.8 1f ane ormore ofthe sentences,clauses,paragraphs or sections contained in this Agreement
is declared inva]id, void or unenforcesble by a court of competent jurisdiction,the same
shall be deemed severabJe fram the remainder of ihis A�reement and shall not affect,
impair or invalidate the remaining sentences, clauses, paragcaphs or sections contained
herein, unless to do so would deprive a Party of a material benefii oF its bargain under this
Apreement.
IN WITNESS WHEREOF,duly suthorized cepresentatives of City a.nd Consuitant have signet�
in confirnnation af this Ageement.
ClTY OF REDLANDS TMD CONQvtU1VICATiONS
B � B � ----" `� 3
. �nnque rtinez, Cit' a er , Theresa Dale, Principa)
Attest:
_ ��
e ne Donaldson, City Clerk
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I�culd�mWgrmncntslTMQ Communicatioru A�ccmrn�FY IS-19 PS-1 t doc�c
PS-I.1(5/29/18)
EXHIBIT "A"
SCOPE OF SERVICES
Scope o#5ervice:
Crea#e,implei-�enx,and expand the existingsocial meclia/publi�relations F�rogramfortlie period ofJuly 1,
2018-1une 30,2019_ Services include hands-on management of social media and�olla�iora#ion with
o#herGi+ydepartments,di�isions,and persannel.
Components
Social Media—Facebook Pages(5j
• Redlands Quality of Life Department
• Redlands Recreation aiid Senior Services(to become City of Redlai�ds Senior Services)
• City of Redfands Rec:reationto b�come Ctity of Redlands Recreation Ser�vices)
• DoyvtttrnvnRedlands(RedlandsSaturdayMomingCertifiedFarr�iersMarkettomergewithDovrntown
Rcdlands page)
Cansulting Services Inc[uded
1. Pastin,Content provided by QOLand relatcddivi=ians.
In�lud�s re�earchin;,writin;Jediting,and verifying informarion and assurin�pratessional szandards of�raphic
elem�nis andwritt-rncontent.
2. Sharir,;posts on oxher appropriate pages(aaessible citypa;es,appropriate Fa��boaY,;roups and appropriat�
privat�pa�eswh�reac�essible)
3. MonitorFacebookpo5tsthaEmentionQuaiityofLifzandrelat�ddivisions
4_ Developrasponsaswithth�assi�tanc:ofstafftocommenuan�iquestionsastheyoccur
5_ Coordinatepustsvri[ht�ieCityPlQ,otherciord�partmentsfdi�nsiontuprovideconsistentmessageand
informationto public
6. Rert�o�leJhidespamandinappropriatecont-rnt
7. Ta�QOlan�relateddivisions vrhere appropriateto cr-ratc exposurz forthe d�pan[menYs Facebookpages.
E. In�lud-r ta�s whzre appropriateforlocal busincsses,o[ganizations,and individuals workin�inconjunction
w ith QQL depa rtm ents,divi s i vns,a nd proj ec[s.
9. Su�gest and recnmmend subjeds for posts
10. Niaintair�,Edit,and update existing and cr�are nevl Fac:�book"Not�."that provide information vn th-r
��arious divisions wiihintl�e Quality of Life Department(this v�ill include moving not:s from Redlands Poli�e
D�partmentfar subjects tl7at are now under QOL purview).
li. Curating content tl7at provid�s information,enter[ainment andat[rac[s fallo�n�ercxoth�QOLpages.
12_ Researclein�andcreati�;answcrstoprivatemessag�sasrequired
13. "Likin;"lo�al businesses and other types of or;anizationsthat arc{�art ofth�communiry(as a pa;e)
14. Creatin�and sharin�events.
15. Additional social media-relafFdactivitiesas relatedtosocial mr�iia b�stprac[ic�s andFacebookpolicies and
procedur:.s_
6
1:1ca\cljtnlP.greements\TMD Communications Agreement FY 18-19.PS-l.l.docx
PS-1.1 (5/29/18)
EXHIBIT "B"
Fee Schedule
$2,fl00/manth,invoiced monthly(City Purchase Order)forluiy 1,2046—June 30,2014,for a total of
$�4,000.
7
l:\caldjm�P.greements\TMD Couununications Agreement FY 18-19.PS-l.Ldocx
Q5-�.1 Esr_9i��)
� ��' s��ee
�1V0 �' C� E�SA'TIO� IN�IJ�CE �EI�`�'I�'I�A'I'IOr1
Ev�ry ecnplc�yer,excegt the State,sha�l secur�the paymenY of compen�ation in or��or more o�Yhe
fol�ow�n�ways:
(a) �y being insured agains�liabiiity to pay compensation by on�or more insurers duly
aukhorized to`vrite compens�tion inst�rasice in this�tate.
(b) By securin� from the �irector €�f Indt�strial Relati�ns, a certificate of consent to
self-insure, either as an individual empIoyer, or as or�e employer in a group of
employers, which may�ae giVen upon furnishing proo�s�tisfactory to the Dir�ctor
c��Industrial Relations of abi(ity to self-instare and to pay any com�ensation that
rnay becorne due to his or her employees.
�,ONE
I am aware of the pravisions of 5ection 37q0 of the Labor Code which requir�s �very
employer ta Ue insured�gainst liability fQr Wor�ers'Compensa�ion or to underta�e self-insurar�ce
in accordance with the pz�avisions c��that Code, and � will comply with such provisio�s be�ore
commencing ehe performance of the woek and ��ti�ities requi�€:d or permitted under this
Agreesnen� (Lahor Code §1�61).
affirm Ehat at aI] tim�s, in perForming the work and activities required ar petmitted und�r
is A�reeme��, � �hatI not ��ploy �y person in any �a�ner s�ch thst I �ecame svbject to �he
warl:ets' com�ensation laws ot`California.I-�awever,at any tim�,if�ernptoy any person such that
I become sub�ect to the wor�c�rs' corr�p�nsation laws of Califarnia,irr�mediat�ly I sttall provide the
Giry wsth a certi�ca�e of cor�sent to s�lf insure, or a certi�ication o� work�rs' corripensation
insuranee.
I certffy und�r penalty of perjury under the laws�f th�State of�alifc�rnia th�t ti�e i��orma�ion and
representati�ans rnac�e in this certifica�e�re tsve�d co�nrecc.
TPV�CON�MC�hIICATiONS Date: � �"�f �
�---
�Y� � ��.�w�
1'heres� �1�,Frinei�a�
�
I:Ica43jm1A�neemcnlsllMUCammun7cutior�s A�cmrnt I�Y F$-19 PS-],l.doex
City of
��'.`,- Cliris Baatman
���- RE D LAN D S llirector
QUALETY OI' LIFE Incorporated 1888 Tim Sullivati
D�PAK'1'MGNT City of Redlands Assistant Dircctor
35 Cajoc� Street, Sui�e 222, Redlands,CA 92373
909-793-7G»
Date: Ju{y 5, 2018
TO: Janice McConnell, Assistant to the Ciky Manager
THR�UGH: Chris Baatman, Quality of Life Director ,���
FR�M: Andy Orfiz, Senior Administrative Analyst
SUBJECT: Purchase Requisitian —TMD Cammunications QOL Social Media
Attached is the Single Saurce request to TMD Communications services for the Quality of Life
Depa�#ment. TMD Communications wi11 pravide social media services for Quality of Life,
Redlands Recreations and Senior Services Facebook pages. The Purchasing Manager h�s
reviewed and approved the Purchase Requisitian, Per the City's purchasing requirements, khe
amount�f$24,000 requires your signature_
Attachments:
;2—,�'o,�,r_,:F;acn Ran iici inn dp-
3. Agreement
. 5
��.,,;�' -_..,.__..
��ND6"AChv7lutN'ax�s"
August 17, 2418
Janice,
The original packet that was sent to Purchasing on July 6t�' has been lost in transit. I had
included the original signed agreemer�ts as I thought that Dana r�viewed, appro�ed, and then
sent�a you and/ar City Manager to sign bath the PR and the agr�ement.
Rene indicated that the agreernent has to be signed befor�th�y can relea5e the PO, and that 1
needed ta send it to you first.
Will you please review and sign, then return and/or scan a copy to Rene so that we can get this
PO issued.
ThanEc you
Tricia Swope