HomeMy WebLinkAboutContracts & Agreements_17A-2023AGREEMENT TO PERFORM PROFESSIONAL SERVICES
This agreement for the provision of Social Media Marketing services with Sarai Padilla
("Agreement") is made and entered in this 201>day of February, 2023 ("Effective Date"), by and
between the City of Redlands, a municipal corporation ("City)" and Sarai Padilla ("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 1 — ENGAGEMENT OF CONSULTANT
1.1 City hereby engages Consultant to provide social media marketing services for the City
of Redlands Fire Department social media 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 like 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," 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
laws.
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 Fire Chief Rich Sessler, 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 befora period from its Effective Date through
June 30, 2023 (the "Initial Term"). The City shall have the option to extend the Initial
Term of the Agreement for one (1) additional year term ("Extended Term"), on the same
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.
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4.2 Consultant shall perform and complete the Services in a prompt and diligent manner in
accordance with the consultant's proposal set forth in Exhibit "A" entitled Scope of
Services/Consulting Proposal. The Services shall commence within five (5) days of the
Effective Date of this Agreement.
4.3 If Consultant's Services include deliverable electronic visual presentation materials, such
materials shall be delivered in a form, and made available to the City, consistent with
City Council adopted policy for the same. It shall be the obligation of Consultant to
obtain a copy of such policy from City staff.
ARTICLE 5 — PAYMENTS TO CONSULTANT
5.1 The compensation for Consultant's performance of the Services shall not exceed the
amount of Five Thousand Dollars ($5,000) in accordance with Exhibit "A" entitled
"Scope of Services" 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
Rich Sessler, Fire Chief
Redlands Fire Department
35 Cajon Street
P.O. Box 3005 (mailing)
Redlands, CA 92373
Consultant
Sarai Padilla, Consultant
2Lovely4Words
26424 Redlands Blvd., Apt. 49
Redlands, CA 92373
(909)674-3725
ARTICLE 6 — INSURANCE AND INDEMNIFICATION
6.1 The following insurance coverage 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
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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.
A. 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 execute and 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.
B. Consultant shall secure and maintain comprehensive general liability insurance with
carriers acceptable to City in the minimum amount 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.
C. 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.
D. Consultant shall secure and maintain business auto liability coverage, within
minimum limits of One Million Dollars ($1,00,000) per occurrence, combined single
limit bodily injury 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.
6.2 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 IN IEREST
7.1 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
degree by the performance of Consultant's Services. Consultant further covenants and
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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 make a governmental decision whether to:
(i) approve a rate, rule or regulation, or adopt or enforce a City law;
(ii) issue, deny, suspend or revoke any City permit, license, application,
certification, approval, order or similar authorization or entitlement;
(iii) authorize 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 perform 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 Fair 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. Any
assignment or attempted assignment without such prior written consent may, in the sole
discretion of City, results in City's immediate termination of this Agreement.
8.3 Records, drawings, designs, cost estimates, electronic data files, databases, memoranda,
specifications, plans, drawings, written information and any other documents
("Documents and Data") 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 said Services, or upon the request
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of City. Any reuse of such documents, and any use of incomplete documents, shall be at
City's sole risk. All Documents and Data either created by or provided to Consultant in
connection with the performance of this Agreement shall be held confidential by
Consultant. Such Documents and Data shall not, without the prior written consent of the
City of Redlands Fire Chief, be used by Consultant for any purposes other than the
performance of the Services. Nor shall such Documents and Data be disclosed to any
person or entity not connected with the performance of the Services. Nothing furnished to
Consultant which is otherwise known to Consultant or is generally known, or has become
known, to the related industry shall be deemed confidential. Consultant shall not use
City's name or insignia, photographs related to the Services, or any publicity pertaining to
the Services in any magazine, trade paper, newspaper, television or radio production or
other similar medium without the prior written consent of the Fire Chief or his designee.
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 shall 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 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
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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
jurisdiction, the same shall be deemed severable from the remainder of this Agreement
and shall not affect, impair or invalidate the remaining sentences, clauses, paragraphs or
sections contained herein, unless to do so would deprive a Party of a material benefit of
its bargain under this Agreement.
IN WITNESS WHEREOF, duly authorized representatives of City and Consultant have signed
in confirmation of this Agreement.
CITY OF REDLANDS
By( Cuma
SARAI ppPADILLA
By:? 41&2c
.1Ati.c.QycCo tnell, Assistant City Manager Sarai Padilla, Consultant
Attest:
e Donaldson, City Clerk
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EXHIBIT "A"
SCOPE OF SERVICES
21ovely4words
instagram Pricing
Total: $800.00
*Includes i-2 visits per month/Up to 4 hours of
filming per visit Editing included
*For managing and posting to page additional
$250.00
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Editing Pricing
Editing pricing
$6o-7o per hour (depending on how much
editing is needed.)
*Prefer portrait mode on GOPRO
When editing content from your gopro we need to
discuss if you want portrait or landscape.
Videography Pricing
Video Shoot
$35o per video
Up to 60 seconds per video
'Includes up to 2 hours of filming/$5o.0o each
additional 3o mins. Editing included/1 location.
This type of videography.can be cinematic, used for
advertisement or a creative post.
Ydffiluul Ives appl, based on m'nge
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Community Events
$500-S600 per event
$ 500 *Includes up to 3 hours at location
$boo *Includes up to 5 hours at location
Event needs to have a focus.
For video. I will include as a bonus some pictures
from event. Editing included.
For photos. I will include as a bonus a video of
behind the scenes. Editing included.
•., fees based raluge
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EXHIBIT "B"
WORKERS' COMPENSATION INSURANCE CERTIFICATION
Every employer, except the State, shall secure the payment of compensation in one or more of
the following ways:
(a) By being insured against liability to pay compensation by one or more insurers
duly authorized to write compensation insurance in this State.
(b) By securing from the Director of Industrial Relations, a certificate 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 compensation that
may become due to his or her employees.
CHECK 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).
VI 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 become 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, immediately I shall
provide the City with a certificate of consent to self -insure, or a certification of workers'
compensation insurance.
t 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.
Sarai Padilla Date: jj2�JI/23
By: A241. _ 7_`44I.41
Sarai Padilla, Consultant
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