HomeMy WebLinkAboutContracts & Agreements_40-2016 AGREEMENT TO FURNISH PROFESSIONAL SERVICES
This agreement for social media management services ("Agreement") is made and
entered into this I't day of March, 2016 ("Effective Date"), by and between the City of Redlands,
a municipal corporation ("City") and TMDCommunications ("Consultant"). City and Consultant
are sometimes individually referred to herein as a "Party" and,together, as the "Parties."
WHEREAS, TMD Communications (Theresa M. Dale) has professional experience in
sales, marketing, advertising, communications, social networking and business management and
is willing to provide such services to City for the Redlands Police Department; and
WHEREAS, City, for the Redlands Police Department, desires to have social media
management services provided by TMDCommunications;
NOW, THEREFORE, in consideration of the mutual promises contained herein, City and
Consultant agree as follows:
ARTICLE I - ENGAGEMENT OF CONSULTANT
1.1 Description of Services. Commencing March 4, 2016, Consultant will provide City with
the following services (collectively, the"Services"):
A. Manage the Police Department's multiple Facebook Pages (Redlands Police
Department, Redlands Animal Shelter, Redlands Police Business & Community
Services), Twitter and other social media accounts.
B. Respond to inquiries in a manner consistent with the Police Department's
philosophy, values,perspective and goals.
C. Develop and distribute informational items, profiles, educational articles and
crime prevention information.
D. Post up to seven (7) days per week. This will include events, comments, dialogue
stimulating posts and referrals.
E. Acknowledge posts.
F. Develop and maintain social networking links with appropriate organizations.
G. Grow "Fan" contacts (Page Likes) through content interaction from Redlands
Police Department Page (s), existing fans and site-provided network mechanisms.
H. Promote the Police Department and events.
I. Provide quarterly progress reports to designated Police Department personnel.
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J. Meet with Police Department personnel and City's Public Information Officer, as
necessary, to accomplish the items listed above.
ARTICLE 2 - PERFORMANCE OF SERVICES
2.1 Performance of Services. The manner in which the Services are to be performed and
specific hours to be worked by Consultant are left to the discretion of Consultant;
provided, however, Consultant shall perform an average of ten (10) hours per week of
Services for City's Police Department. The Services to be performed are not limited by
an hourly schedule, and Consultant will adhere to directions provided by City and work
within requested deadlines. Consultant shall be available to provide the Services to City
at all reasonable times. Consultant shall not represent City in any transactions or
communications, nor shall Consultant make claim to do so, unless authorized in writing
by City.
ARTICLE 3 -PAYMENT AND NOTICE
3.1 Compensation. City shall compensate Consultant for the Services at a rate of Six
Hundred Dollars ($600) per month. Such compensation shall be pro-rated for Services
performed during any partial month.
3.2 Payment. Payments by City to Consultant shall be made within thirty (30) days after
receipt and approval by City of Consultant's invoice. Invoices shall be sent to City on a
monthly basis. Consultant's invoices shall include a brief description of the Services
performed, the dates the Services were performed, and the number of hours spent and by
whom.
3.3 Exl2ense Reimbursement. Consultant shall be entitled to reimbursement from City for the
following "out of pocket" expenses, if any: fees incurred for participation in social
networking advertising and pre-approved expenditures incurred by Consultant for social
marketing or customer database management. All expenditures must be pre-approved by
City's representative, Commander Chris Catren, or other authorized agent of City.
3.4 Notices. 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: Commander Chris Catren
City of Redlands
PO Box 3005
Redlands, CA 92373
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Consultant: TMDCommunications
Theresa M. Dale, Principal
1074 Occidental Circle
Redlands, CA 92374
ARTICLE 4—INDEMNIFICATION AND INSURANCE
4.1 Hold Harmless and Indemnification.
A. 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 Consultant's and its officers', employees' and agents' negligent acts or
omissions, or willful misconduct, in performing the Services.
B. City shall defend, indemnify and hold harmless Consultant and its officers,
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 City and its elected officials, employees and agents negligent acts or omissions.
C. Consultant shall secure and maintain workers' compensation and employer's
liability insurance in the amount that meets statutory requirements with an insurance
carrier acceptable to City, or certify 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 "D," entitled "Workers' Compensation Insurance Certification," which is
attached hereto and incorporated herein by this reference prior to performance of the
Services.
ARTICLE 5 - GENERAL CONSIDERATIONS
5.1 Support Services. City will provide Consultant with the following support for the
fulfillment of the Services to be provided pursuant to this Agreement: Gift certificates,
products or merchandise necessary to facilitate social networking marketing programs.
All such support must be preapproved, in writing, by City.
5.2 New Project Approval. Consultant's Services will include working on various projects
for City. Consultant shall obtain approval from City prior to commencing a new project.
5.3 Term/Termination. This Agreement shall commence on March 4, 2016, and shall have
an initial term of one (1) year (the "Initial Term"). City shall have the right to extend the
Initial Term of this Agreement for two (2) successive one (1) year terms (each, a
"Renewal Term") on the same terms and conditions of this Agreement by providing not
less than thirty (30) days written notice to Consultant prior to the expiration of the Initial
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Term or any Renewal Term. The Initial Term and the Renewal Terms are together
referred to herein as the"Term"
5.4 Relationship of Parties,. It is understood by the Parties that Consultant is an independent
contractor with respect to City and not an employee of City. City shall not provide fringe
benefits, including health insurance benefits, paid vacation or any other employee benefit
for Consultant.
5.5 Disclosure. Consultant is required to disclose any outside activities or interests including
ownership or participation in any entity that conflicts, or may conflict, with the best
interests of City. Prompt disclosure is required under this section if the activity or
interest is related directly or indirectly to any activity that may conflict with any service
provided by City, as determined by City, County, State and Federal law and statutes.
5.6 Assignment. Consultant's obligations under this Agreement may not be assigned or
transferred to any other person, firm or corporation without the prior written consent of
City. Any attempted assignment without City's consent shall be void and of no effect,
and, in the discretion of the City, may result in the immediate termination of this
Agreement.
5.7 Intellectual Property. The following provisions shall apply with respect to copyrightable
works, ideas, discoveries, inventions, applications for patents, and patents (collective,
"Intellectual Property"):
A. Consultant's Intellectual Property: TMDCommunications and Principal Theresa Dale
personally hold an interest in the intellectual property that is described on the attached
Exhibit"A," and which is not subject to this Agreement.
B. Development of Intellectual Property. Any improvements to the Intellectual Property
listed on Exhibit "A," further inventions or improvements and any new items of
intellectual property discovered or developed by Consultant and its principal and
employees, if any, during the term of this Agreement shall be the property of Theresa
Dale. Theresa Dale, representing Consultant, shall sign all documents necessary to
perfect the rights of such intellectual property including the filing and or prosecution
of any applications for copyrights or patents.
5.8 Confidentiality. City recognizes that Theresa Dale, representing Consultant, has and will
have access to confidential information (collectively "Information") that must be
protected from improper disclosure. Consultant agrees that Consultant will not at any
time or in any manner, either directly or indirectly, use any Information for Consultant's
own benefit or divulge, disclose or communicate in any many any Information to any
third party without the prior written consent of City. Consultant shall protect the
Information and treat it as strictly confidential. A violation of this section shall be a
material violation of this Agreement and render it null and void.
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5.9 Unauthorized Disclosure of Information. If Consultant has disclosed (or has threatened
to disclose) Information in violation of this Agreement, City shall be entitled to an
injunction to restrain Consultant from disclosing, in whole or in part, such Information, or
from providing any services to any party to whom such Information has been disclosed or
may be disclosed. City shall not be prohibited by this section from pursuing other
remedies, including a claim for losses and damages.
5.10 Confidentiality after termination. The confidentiality provisions of this Agreement shall
survive, and remain in full force and effect after, any termination or expiration of this
Agreement.
5.11 Services to Third Parties. Consultant shall not provide any Services on City's behalf to
any third party during the term of this Agreement, unless Consultant has obtained City's
prior written consent.
5.12 Return of Records. Upon termination of this Agreement, Consultant shall deliver all
records, notes, data, memoranda, models, and equipment of any nature that are in the
Consultant's possession or under Consultant's control and that are City's property or
relate to City's business.
5.13 Entire Agreement. This Agreement contains the entire agreement of the Parties with
respect to the subject matter hereof, and supersedes any prior written or oral agreements
between the Parties regarding the same.
5.14 Amendment. This Agreement may be modified or amended if the amendment is made in
writing and signed by the Parties.
5.15 Severability. If any provision of this Agreement shall be held to be invalid or
unenforceable for any reason, the remaining provisions shall continue to be valid and
enforceable.
5.16 Waiver. The failure of either Party to enforce any provision of this Agreement shall not
be construed as a waiver or limitation of that Party's right to subsequently enforce and
compel strict compliance with every provision of this Agreement.
5.17 A2plicable Law. This Agreement shall be governed by and construed in accordance with
the laws of the State of California.
5.18 Attorneys.' Fees. 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.
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IN WITNESS WHEREOF, duly authorized representatives of the City and Consultant
have signed in confirmation of this Agreement.
CITY OF REDLANDS TMD COMMUNICATIONS
By. By:
Paul W.Foster, Mayor TheresTTI,r- a e,Principal
Attest:
Sam IrwV, dity Clerk
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Exhibit A
Intellectual Property
a
COMMUNICATIONS
�x
r
1. Development of Social Network Marketing Strategies
All strategies and components,subject to approval by the City of Redlands (for the Redlands
Police Department).
Includes but not limited to creative thought process,written content and implementation.
2. Database Management
Management of data obtained through but not limited to social networking channels such as
FaceBook,Twitter and other social media entities. All data belongs to the City of Redlands (for
the Redlands Police Department). Consultant owns proprietary software that is used to manage
said data and assures data is exclusively held for the City of Redlands (for the Redlands Police
Department) as proprietary property. Data will not be co-mingled with any other database, nor
used for any other purpose than for communication the City of Redlands (for the Redlands
Police Department)., unless otherwise approved in writing.
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