HomeMy WebLinkAboutA8603 - GL THE VERY BEST SERVICES LLCAMENDMENT NO. 1
TO CONTRACT SERVICES AGREEMENT
BETWEEN THE CITY OF PALM SPRINGS AND GL THE VERY BEST SERVICES, LLC
This Amendment No. 1 to the Contract Services Agreement with GL The Very Best
Services, LLC, is made and entered into as of this 1st day of February, 2021, by and between the
City of Palm Springs ("City") and GL The Very Best Services, a Limited Liability Company,
("Contractor"). City and Contractor are individually referred to as "Party" and collectively as
"Parties."
RECITALS
A. City and Contractor previously entered into an Agreement (No. 8603) for Social
Media Strategy and Web Management Services for the Palm Springs Public Arts Commission.
Under this Agreement, compensation and reimbursement to Contractor was not to exceed seven
thousand dollars ($7,000).
B. City and Contractor desire to amend the Agreement to allow for the continuation of
services by Contractor through June 30, 2021, with compensation and reimbursement not to exceed
an additional seven thousand five hundred dollars ($7,500), with the total compensation and
reimbursement payable to Contractor being fourteen thousand five hundred dollars ($14,500).
NOW, THEREFORE, in consideration of the promises and mutual obligations, covenants,
and conditions contained herein, and other valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the Parties agree as follows:
AGREEMENT
1. The true and correct recitals above are incorporated by this reference herein as the
basis for and a material part of this First Amendment.
2. Section 3.1 of the Agreement is hereby amended in its entirety to read as follows:
"3.1. Compensation of Contractor. Contractor shall be compensated and reimbursed for services
rendered under this agreement in accordance with the schedule of fees set forth in Exhibit "Al".
Contractor's total compensation under this agreement as amended, including reimbursement for
costs and expenses, shall not exceed fourteen thousand five hundred ($14,500)".
3. Section 4.4 of the Agreement is hereby amended in its entirety to read as follows:
"4.4. Term. Unless earlier terminated in accordance with Section 4.5 of this Agreement, this
Agreement shall continue in full force and effect for a period of one (1) year, commencing on July 1,
2020, and ending on June 30, 2021".
4. Continuing Effect of Agreement. Except as amended by this Amendment No. 1, all
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55575.18165\32972087.1
other provisions of the Agreement remain in full force and effect and shall govern the actions of the
parties under this Amendment No. 1. From and after the date of this Amendment No. 1, whenever
the term "Agreement" or "Contract" appears in the Agreement, it shall mean the Agreement as
amended by this Amendment No. 1.
5. Adequate Consideration. The Parties hereto irrevocably stipulate and agree that they
have each received adequate and independent consideration for the performance of the obligations
they have undertaken pursuant to this Amendment No. 1.
6. Severability. If any portion of this Amendment No. 1 is declared invalid, illegal, or
otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall
continue in full force and effect.
7. Counterparts. This Amendment No. 1 may be executed in duplicate originals, each of
which is deemed to be an original, but when taken together shall constitute but one and the same
instrument.
[SIGNATURES ON FOLLOWING PAGE]
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5 5575.18165\32972087.1
SIGNATURE PAGE FOR AMENDMENT NO. 1
TO CONTRACT SERVICES AGREEMENT BETWEEN THE CITY OF PALM SPRINGS
AND GL THE VERY BEST SERVICES, LLC
IN WITNESS WHEREOF, the Parties have entered into this Amendment No. I to the
Contract Services Agreement as of the day and year first above written.
CITY OF PALM SPRINGS
Approved By:
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David H. Ready, Esq., Ph.
City Manager
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Attested By:
Approved as to Form:
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Jefffey allinger
City Attorney
55575.18165\32972087.1
GL THE VERY BEST SERVICES
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Madalina Garza
Name
Creative Director
Title
January 7, 2021
Date
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Without The Express Written
Authorization Of The City
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Page 3 of 4
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APPROVED BY CITY MANAGER
Revised: May 2020
For January 1 - June 30, 2021
Note: Monthly fee to be increased to
$1500
SOCIAL MEDIA
A 0
ENT
PROPOSAL FOR
PALM SPRINGS PUBLIC ARTS COMMISSION
Exhibit Al
W w- WW a.r W w 's w
ART
HERE
INSTAGRAM
• Current followers: 2857
• Impressions: approx 8,000 per week
FACEBOOK
• Current followers: 1429
• Reach: approx 6,000 per
week
PALM SPRINGS PUBLIC
ARTS COMMISSION GOALS
We will implement new strategies and create
different content to grow our audience and
increase participation from the public. Some of the
goals are:
Increasing brand awareness
• Promoting public art projects and documenting the
• process
Community building and engagement through
Social Media.
Driving visitors to the new website and encourage
• registrations to the Artist Directory. Improve
communication with the growing Latino community
in the city and the Valley.
INCLUDED SERVICES
SOCIAL MEDIA:
• Evaluation and goal setting for Palm Springs Public Arts Commission social
media platforms.
• Content creation for Facebook and Instagram.
• Social Media monitoring. Continuous monitoring of messages, comments and
notifications in all accounts.
• Creation of Facebook ads and campaigns.
Audience, locations, interests, budget, duration and reach settings will be provided to
the client to approve for each campaign. Campaign budget is not included in this
proposal.
• Campaign Conversion / results tracking.
Conversions will be tracked with a Facebook Pixel to properly measure the impact
of a campaign and the return on ad spend. Examples of conversions include
website clicks, sign-ups or leads. Facebook pixel will be installed on the website.
• Campaign specific reports.
A report with results for ad campaigns will be provided at the end of the
campaign.
SPECIAL PROJECT (Mini -Grants)
• Manage the technical aspect of application process for Mini -Grants through the website
• Promotion of Mini -Grant projects on social media channels
• Photo and video coverage of Mini -Grant projects. Including "coming soon"
announcements, interviews with artists and installations.
ONGOING SOCIAL MEDIA
Public art pieces in Palm Springs
Benches, Maintenance, Videos, etc.
SPAN ISH-LANGUAGE CAPTIONS AND POSTS
Spanish captions will be added to all future posts under the english caption on
Facebook and Instagram. (Video interviews and stories excluded)
WEBSITE:
• Website maintenance and updates
• Creation of new pages or features for website as needed (including public art map)
TRACKING RESULTS
A monthly report including all organic and paid
results will be provided to the client to easily
evaluate the effectiveness of published posts and
strategies on social media accounts.
ANALYTICS AND REPORTING WILL INCLUDE:
Follower / Like growth -the number of people
you have reached / liked your accounts.
Posts volume, reach and engagement.
Website and Newsletter Analytics. Conversion
results and content evaluation. How much
traffic are we sending to your website? How many new
Leads for the newsletter? What content is generating
clicks?
Campaign Conversion / results tracking.
Conversions will be tracked with a Facebook
Pixel to properly measure the impact of a
campaign and the return on ad spend. Examples
of conversions include website clicks, sign-ups or
leads. Facebook pixel will be installed on the
website.
Campaign specific reports. A report with results for
ad campaigns will be provided at the end of the
campaign.
CONTRACT SERVICES AGREEMENT
(GL The Very Best Services, LLC)
THIS AGREEMENT FOR CONTRACT SERVICES ("Agreement") is made and entered
into on July 1, 2020, by and between the City of Palm Springs, a California charter city and
municipal corporation ("City"), and GL The Very Best Services, a Limited Liability Company,
("Contractor"). City and Contractor are individually referred to as "Party" and are collectively
referred to as the "Parties".
RECITALS
A. City requires Social Media Strategy and Web Management Services, for the Palm
Springs Public Art Commission ("Project").
B. Contractor has submitted to City a proposal to provide Social Media Strategy and
Web Management Services, to City under the terms of this Agreement.
C. Based on its experience, education, training, and reputation, Contractor is
qualified and desires to provide the necessary services to City for the Project.
D. City desires to retain the services of Contractor for the Project.
NOW, THEREFORE, in consideration of the promises and mutual obligations,
covenants, and conditions contained herein, and other valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Parties agree as follows:
AGREEMENT
1. CONTRACTOR SERVICES
1.1 Scope of Services. In compliance with all terms and conditions of this
Agreement, Contractor shall provide Social Media Strategy and Web Management services to
City as described in the Scope of Services/Work attached to this Agreement as Exhibit "A" and
incorporated herein by reference (the "Services" or "Work"). Exhibit "A" includes the agreed
upon schedule of performance and the schedule of fees. Contractor warrants that the Services
shall be performed in a competent, professional, and satisfactory manner consistent with the
level of care and skill ordinarily exercised by high quality, experienced, and well qualified
members of the profession currently practicing under similar conditions. In the event of any
inconsistency between the terms contained in the Scope of Services/Work and the terms set forth
in this Agreement, the terms set forth in this Agreement shall govern.
1.2 Compliance with Law. Contractor shall comply with all applicable federal,
state, and local laws, statutes and ordinances and all lawful orders, rules, and regulations when
performing the Services. Contractor shall be liable for all violations of such laws and regulations
in connection with the Services and this Agreement.
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1.3 Licenses and Permits. Contractor shall obtain at its sole cost and expense such
licenses, permits, and approvals as may be required by law for the performance of the Services
required by this Agreement.
1.4 Familiarity with Work. By executing this Agreement, Contractor warrants that
it has carefully considered how the Work should be performed and fully understands the
facilities, difficulties, and restrictions attending performance of the Work under this Agreement.
2. TIME FOR COMPLETION
The time for completion of the Services to be performed by Contractor is an essential
condition of this Agreement. Contractor shall prosecute regularly and diligently the work of this
Agreement according to the agreed upon schedule of performance set forth in Exhibit "A."
Neither Party shall be accountable for delays in performance caused by any condition beyond the
reasonable control and without the fault or negligence of the non -performing Party. Delays shall
not entitle Contractor to any additional compensation regardless of the Party responsible for the
delay.
3. COMPENSATION OF CONTRACTOR
3.1 Compensation of Contractor. Contractor shall be compensated and reimbursed
for the services rendered under this Agreement in accordance with the schedule of fees set forth
in Exhibit "A". The total amount of Compensation shall not exceed $7,000.
3.2 Method of Payment. In any month in which Contractor wishes to receive
payment, Contractor shall submit to City an invoice for Services rendered prior to the date of the
invoice, no later than the first working day of such month, in the form approved by City's
finance director. Payments shall be based on the hourly rates set forth in Exhibit "A" for
authorized services performed. City shall pay Contractor for all expenses stated in the invoice
that are approved by City and consistent with this Agreement, within thirty (30) days of receipt
of Contractor's invoice.
3.3 Changes. In the event any change or changes in the Services is requested by
City, Parties shall execute a written amendment to this Agreement, specifying all proposed
amendments, including, but not limited to, any additional fees. An amendment may be entered
into:
A. To provide for revisions or modifications to documents, work product, or
Work, when required by the enactment or revision of any subsequent law; or
B. To provide for additional services not included in this Agreement or not
customarily furnished in accordance with generally accepted practice in Contractor's profession.
3.4 Appropriations. This Agreement is subject to, and contingent upon, funds being
appropriated by the City Council of City for each fiscal year. If such appropriations are not
made, this Agreement shall automatically terminate without penalty to City.
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4. PERFORMANCE SCHEDULE
4.1 Time of Essence. Time is of the essence in the performance of this Agreement.
4.2 Schedule of Performance. All Services rendered under this Agreement shall be
performed under the agreed upon schedule of performance set forth in Exhibit "A." Any time
period extension must be approved in writing by the Contract Officer.
4.3 Force Maieure. The time for performance of Services to be rendered under this
Agreement may be extended because of any delays due to a Force Majeure Event, if Contractor
notifies the Contract Officer within ten (10) days of the commencement of the Force Majeure
Event. A Force Majeure Event shall mean an event that materially affects the Contractor's
performance and is one or more of the following: (1) Acts of God or other natural disasters
occurring at the project site; (2) terrorism or other acts of a public enemy; (3) orders of
governmental authorities (including, without limitation, unreasonable and unforeseeable delay in
the issuance of permits or approvals by governmental authorities that are required for the Work);
and (4) pandemics, epidemics or quarantine restrictions. For purposes of this section, "orders of
governmental authorities," includes ordinances, emergency proclamations and orders, rules to
protect the public health, welfare and safety, and other actions of the City in its capacity as a
municipal authority. After Contractor notification, the Contract Officer shall investigate the facts
and the extent of any necessary delay, and extend the time for performing the Services for the
period of the enforced delay when and if, in the Contract Officer's judgment, such delay is
justified. The Contract Officer's determination shall be final and conclusive upon the Parties to
this Agreement. The Contractor will not receive an adjustment to the contract price or any other
compensation. Notwithstanding the foregoing, the City may still terminate this Agreement in
accordance with the termination provisions of this Agreement.
4.4 Term. Unless earlier terminated in accordance with Section 4.5 of this
Agreement, this Agreement shall continue in full force and effect for a period of seven months,
commencing on July 1, 2020, and ending on January 31, 2021, unless extended by mutual
written agreement of the Parties.
4.5 Termination Prior to Expiration of Term. City may terminate this Agreement
at any time, with or without cause, upon thirty (30) days written notice to Contractor. Where
termination is due to the fault of Contractor and constitutes an immediate danger to health,
safety, and general welfare, the period of notice shall be such shorter time as may be determined
by the City. Upon receipt of the notice of termination, Contractor shall immediately cease all
Services except such as may be specifically approved by the Contract Officer. Contractor shall
be entitled to compensation for all Services rendered prior to receipt of the notice of termination
and for any Services authorized by the Contract Officer after such notice. City shall not be liable
for any costs other than the charges or portions thereof which are specified herein. Contractor
shall not be entitled to payment for unperformed Services, and shall not be entitled to damages or
compensation for termination of Work. If the termination is for cause, the City shall have the
right to take whatever steps it deems necessary to correct Contractor's deficiencies and charge the
cost thereof to Contractor, who shall be liable for the full cost of the City's corrective action.
Contractor may not terminate this Agreement except for cause, upon thirty (30) days written
notice to City.
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5. COORDINATION OF WORK
5.1 Representative of Contractor. The following principal of Contractor is
designated as being the principal and representative of Contractor authorized to act and make all
decisions in its behalf with respect to the specified Services: Madalina Garza, Principal. It is
expressly understood that the experience, knowledge, education, capability, and reputation of the
foregoing principal is a substantial inducement for City to enter into this Agreement. Therefore,
the foregoing principal shall be responsible during the term of this Agreement for directing all
activities of Contractor and devoting sufficient time to personally supervise the Services under
this Agreement. The foregoing principal may not be changed by Contractor without prior
written approval of the Contract Officer.
5.2 Contract Officer. The Contract Officer shall be the City Manager or his/her
designee ("Contract Officer"). Contractor shall be responsible for keeping the Contract Officer
fully informed of the progress of the performance of the Services. Contractor shall refer any
decisions that must be made by City to the Contract Officer. Unless otherwise specified, any
approval of City shall mean the approval of the Contract Officer.
5.3 Prohibition Against Subcontracting or Assignment. The experience,
knowledge, education, capability, and reputation of Contractor, its principals and employees,
were a substantial inducement for City to enter into this Agreement. Contractor shall not
contract with any other individual or entity to perform any Services required under this
Agreement without the City's express written approval. In addition, neither this Agreement nor
any interest may be assigned or transferred, voluntarily or by operation of law, without the prior
written approval of City. Subcontracts, if any, shall contain a provisions making them subject to
all provisions stipulated in this Agreement including without limitation the insurance and
indemnification requirements. If Contractor is permitted to subcontract any part of this
Agreement by City, Contractor shall be responsible to City for the acts and omissions of its
subcontractor(s) in the same manner as it is for persons directly employed. Nothing contained in
this Agreement shall create any contractual relationships between any subcontractor and City.
5.4 Independent Contractor. Neither City nor any of its employees shall have any
control over the manner, mode, or means by which Contractor, its agents or employees, perform
the Services required, except as otherwise specified. Contractor shall perform all required
Services as an independent contractor of City and shall not be an employee of City and shall
remain at all times as to City a wholly independent contractor with only such obligations as are
consistent with that role; however, City shall have the right to review Contractor's work product,
result, and advice. Contractor shall not at any time or in any manner represent that it or any of its
agents or employees are agents or employees of City. Contractor shall pay all wages, salaries,
and other amounts due personnel in connection with their performance under this Agreement and
as required by law. Contractor shall be responsible for all reports and obligations respecting
such personnel, including, but not limited to: social security taxes, income tax withholding,
unemployment insurance, and workers' compensation insurance. Contractor shall not have any
authority to bind City in any manner.
5.5 Personnel. Contractor agrees to assign the following individuals to perform the
services in this Agreement. Contractor shall not alter the assignment of the following personnel
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without the prior written approval of the Contract Officer. Acting through the City Manager, the
City shall have the unrestricted right to order the removal of any personnel assigned by
Contractor by providing written notice to Contractor.
Name: Title:
Madalina Garza Principal
5.6 California Labor Code Requirements.
A. Contractor is aware of the requirements of California Labor Code Sections
1720 et seq. and 1770 et seq., which require the payment of prevailing wage rates and the
performance of other requirements on certain "public works" and "maintenance" projects
("Prevailing Wage Laws"). If the Services are being performed as part of an applicable "public
works" or "maintenance" project, as defined by the Prevailing Wage Laws, and if the total
compensation is $15,000 or more for maintenance or $25,000 or more for construction,
alteration, demolition, installation, or repair, Contractor agrees to fully comply with such
Prevailing Wage Laws. Contractor shall defend, indemnify and hold the City, its officials,
officers, employees and agents free and harmless from any claims, liabilities, costs, penalties or
interest arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. It
shall be mandatory upon the Contractor and all subcontractors to comply with all California
Labor Code provisions, which include but are not limited to prevailing wages (Labor Code
Sections 1771, 1774 and 1775), employment of apprentices (Labor Code Section 1777.5),
certified payroll records (Labor Code Sections 1771.4 and 1776), hours of labor (Labor Code
Sections 1813 and 1815) and debarment of contractors and subcontractors (Labor Code Section
1777.1).
B. If the Services are being performed as part of an applicable "public works"
or "maintenance" project and if the total compensation is $15,000 or more for maintenance or
$25,000 or more for construction, alteration, demolition, installation, or repair, then pursuant to
Labor Code Sections 1725.5 and 1771.1, the Contractor and all subcontractors performing such
Services must be registered with the Department of Industrial Relations. Contractor shall
maintain registration for the duration of the Project and require the same of any subcontractors,
as applicable. This Agreement may also be subject to compliance monitoring and enforcement
by the Department of Industrial Relations. It shall be Contractor's sole responsibility to comply
with all applicable registration and labor compliance requirements.
6. INSURANCE
Contractor shall procure and maintain, at its sole cost and expense, policies of insurance
as set forth in the attached Exhibit "B", incorporated herein by reference.
7. INDEMNIFICATION.
7.1 Indemnification. To the fullest extent permitted by law, Contractor shall
defend (at Contractor's sole cost and expense), indemnify, protect, and hold harmless City, its
elected officials, officers, employees, agents, and volunteers (collectively the "Indemnified
Parties"), from and against any and all liabilities, actions, suits, claims, demands, losses, costs,
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55575.18165\32899991.2
judgments, arbitration awards, settlements, damages, demands, orders, penalties, and expenses
including legal costs and attorney fees (collectively "Claims"), including but not limited to
Claims arising from injuries to or death of persons (Contractor's employees included), for
damage to property, including property owned by City, for any violation of any federal, state, or
local law or ordinance or in any manner arising out of, pertaining to, or incident to any acts,
errors or omissions, or willful misconduct committed by Contractor, its officers, employees,
representatives, and agents, that arise out of or relate to Contractor's performance of Services or
this Agreement. This indemnification clause excludes Claims arising from the sole negligence or
willful misconduct of the Indemnified Parties. Under no circumstances shall the insurance
requirements and limits set forth in this Agreement be construed to limit Contractor's
indemnification obligation or other liability under this Agreement. Contractor's indemnification
obligation shall survive the expiration or earlier termination of this Agreement until all actions
against the Indemnified Parties for such matters indemnified are fully and finally barred by the
applicable statute of limitations or, if an action is timely filed, until such action is final.
7.2 Design Professional Services Indemnification and Reimbursement. If
Contractor's obligation to defend, indemnify, and/or hold harmless arises out of Contractor's
performance as a "design professional" (as that term is defined under Civil Code section 2782.8),
then, and only to the extent required by Civil Code section 2782.8, which is fully incorporated
herein, Contractor's indemnification obligation shall be limited to the extent which the Claims
arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the
Contractor in the performance of the Services or this Agreement, and, upon Contractor obtaining
a final adjudication by a court of competent jurisdiction, Contractor's liability for such claim,
including the cost to defend, shall not exceed the Contractor's proportionate percentage of fault.
8. RECORDS AND REPORTS
8.1 Reports. Contractor shall periodically prepare and submit to the Contract Officer
reports concerning the performance of the Services required by this Agreement, or as the
Contract Officer shall require.
8.2 Records. Contractor shall keep complete, accurate, and detailed accounts of all
time, costs, expenses, and expenditures pertaining in any way to this Agreement. Contractor
shall keep such books and records as shall be necessary to properly perform the Services
required by this Agreement and enable the Contract Officer to evaluate the performance of such
Services. The Contract Officer shall have full and free access to such books and records at all
reasonable times, including the right to inspect, copy, audit, and make records and transcripts
from such records.
8.3 Ownership of Documents. All drawings, specifications, reports, records,
documents, and other materials prepared by Contractor in the performance of this Agreement
shall be the property of City. Contractor shall deliver all above -referenced documents to City
upon request of the Contract Officer or upon the termination of this Agreement. Contractor shall
have no claim for further employment or additional compensation as a result of the exercise by
City of its full rights or ownership of the documents and materials. Contractor may retain copies
of such documents for Contractor's own use. Contractor shall have an unrestricted right to use
the concepts embodied in such documents.
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8.4 Release of Documents. All drawings, specifications, reports, records,
documents, and other materials prepared by Contractor in the performance of Services under this
Agreement shall not be released publicly without the prior written approval of the Contract
Officer.
8.5 Audit and Inspection of Records. After receipt of reasonable notice and during
the regular business hours of City, Contractor shall provide City, or other agents of City, such
access to Contractor's books, records, payroll documents, and facilities as City deems necessary
to examine, copy, audit, and inspect all accounting books, records, work data, documents, and
activities directly related to Contractor's performance under this Agreement. Contractor shall
maintain such books, records, data, and documents in accordance with generally accepted
accounting principles and shall clearly identify and make such items readily accessible to such
parties during the term of this Agreement and for a period of three (3) years from the date of
final payment by City hereunder.
9. ENFORCEMENT OF AGREEMENT
9.1 California Law. This Agreement shall be construed and interpreted both as to
validity and to performance of the parties in accordance with the laws of the State of California.
Legal actions concerning any dispute, claim, or matter arising out of or in relation to this
Agreement shall be instituted in the Superior Court of the County of Riverside, State of
California, or any other appropriate court in such county, and Contractor covenants and agrees to
submit to the personal jurisdiction of such court in the event of such action.
9.2 Interpretation. This Agreement shall be construed as a whole according to its
fair language and common meaning to achieve the objectives and purposes of the Parties. The
terms of this Agreement are contractual and the result of negotiation between the Parties.
Accordingly, any rule of construction of contracts (including, without limitation, California Civil
Code Section 1654) that ambiguities are to be construed against the drafting party, shall not be
employed in the interpretation of this Agreement. The caption headings of the various sections
and paragraphs of this Agreement are for convenience and identification purposes only and shall
not be deemed to limit, expand, or define the contents of the respective sections or paragraphs.
9.3 Waiver. No delay or omission in the exercise of any right or remedy of a non -
defaulting Party on any default shall impair such right or remedy or be construed as a waiver.
No consent or approval of City shall be deemed to waive or render unnecessary City's consent to
or approval of any subsequent act of Contractor. Any waiver by either Party of any default must
be in writing. No such waiver shall be a waiver of any other default concerning the same or any
other provision of this Agreement.
9.4 Rights and Remedies are Cumulative. Except with respect to rights and
remedies expressly declared to be exclusive in this Agreement, the rights and remedies of the
parties are cumulative. The exercise by either Party of one or more of such rights or remedies
shall not preclude the exercise by it, at the same or different times, of any other rights or
remedies for the same default or any other default by the other Party.
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9.5 Leaal Action. In addition to any other rights or remedies, either Party may take
legal action, in law or in equity, to cure, correct, or remedy any default, to recover damages for
any default, to compel specific performance of this Agreement, to obtain injunctive relief, a
declaratory judgment, or any other remedy consistent with the purposes of this Agreement.
9.6 Attorney Fees. In the event any dispute between the Parties with respect to this
Agreement results in litigation or any non judicial proceeding, the prevailing Party shall be
entitled, in addition to such other relief as may be granted, to recover from the non -prevailing
Party all reasonable costs and expenses. These include but are not limited to reasonable attorney
fees, expert contractor fees, court costs and all fees, costs, and expenses incurred in any appeal or
in collection of any judgment entered in such proceeding.
10. CITY OFFICERS AND EMPLOYEES: NON-DISCRIMINATION
10.1 Non -Liability of City Officers and Employees. No officer or employee of City
shall be personally liable to the Contractor, or any successor -in -interest, in the event of any
default or breach by City or for any amount which may become due to the Contractor or its
successor, or for breach of any obligation of the terms of this Agreement.
10.2 Conflict of Interest. Contractor acknowledges that no officer or employee of the
City has or shall have any direct or indirect financial interest in this Agreement nor shall
Contractor enter into any agreement of any kind with any such officer or employee during the
term of this Agreement and for one (1) year thereafter. Contractor warrants that Contractor has
not paid or given, and will not pay or give, any third party any money or other consideration in
exchange for obtaining this Agreement.
10.3 Covenant Against Discrimination. In connection with its performance under
this Agreement, Contractor shall not discriminate against any employee or applicant for
employment because of actual or perceived race, religion, color, sex, age, marital status,
ancestry, national origin (i.e., place of origin, immigration status, cultural or linguistic
characteristics, or ethnicity), sexual orientation, gender identity, gender expression, physical or
mental disability, or medical condition (each a "prohibited basis"). Contractor shall ensure that
applicants are employed, and that employees are treated during their employment, without regard
to any prohibited basis. As a condition precedent to City's lawful capacity to enter this
Agreement, and in executing this Agreement, Contractor certifies that its actions and omissions
hereunder shall not incorporate any discrimination arising from or related to any prohibited basis
in any Contractor activity, including but not limited to the following: employment, upgrading,
demotion or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay
or other forms of compensation; and selection for training, including apprenticeship; and further,
that Contractor is in full compliance with the provisions of Palm Springs Municipal Code
Section 7.09.040, including without limitation the provision of benefits, relating to non-
discrimination in city contracting.
11. MISCELLANEOUS PROVISIONS
11.1 Notice. Any notice, demand, request, consent, approval, or communication that
either Party desires, or is required to give to the other Party or any other person shall be in
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writing and either served personally or sent by pre -paid, first-class mail to the address set forth
below. Notice shall be deemed communicated seventy-two (72) hours from the time of mailing
if mailed as provided in this Section. Either Party may change its address by notifying the other
Party of the change of address in writing.
To City: City of Palm Springs
Attention: City Manager/ City Clerk
3200 E. Tahquitz Canyon Way
Palm Springs, California 92262
To Contractor: GL The Very Best Services, LLC
Madalina Garza, Principal
1344 S. Farrell Drive
Palm Springs, CA 92264
11.2 Integrated Agreement. This Agreement constitutes the entire understanding
between the Parties and supersedes and cancels all prior negotiations, arrangements, agreements,
representations, and understandings, if any, made by or among the Parties with respect to the
subject matter in this Agreement.
11.3 Amendment. No amendments or other modifications of this Agreement shall be
binding unless through written agreement signed by all Parties.
11.4 Severability. Whenever possible, each provision of this Agreement shall be
interpreted in such a manner as to be effective and valid under applicable law. In the event that
any one or more of the phrases, sentences, clauses, paragraphs, or sections contained in this
Agreement shall be declared invalid or unenforceable by valid judgment or decree of a court of
competent jurisdiction, such invalidity or unenforceability shall not affect any of the remaining
phrases, sentences, clauses, paragraphs, or sections of this Agreement, which shall be interpreted
to carry out the intent of the Parties.
11.5 Successors in Interest. This Agreement shall be binding upon and inure to the
benefit of the Parties' successors and assignees.
11.6 Third Party Beneficiary. Except as may be expressly provided for in this
Agreement, nothing contained in this Agreement is intended to confer, nor shall this Agreement
be construed as conferring, any rights, including, without limitation, any rights as a third -party
beneficiary or otherwise, upon any entity or person not a party to this Agreement.
11.7 Recitals. The above -referenced Recitals are hereby incorporated into the
Agreement as though fully set forth in this Agreement and each Party acknowledges and agrees
that such Party is bound, for purposes of this Agreement, by the same.
g Revised: 5/1/2020
5 5 5 75.18165 \32899991.2
11.8 Authority. The persons executing this Agreement on behalf of the Parties
warrant that they are duly authorized to execute this Agreement on behalf of Parties and that by
so executing this Agreement the Parties are formally bound to the provisions of this Agreement.
11.9 Counterparts. This Agreement may be signed in counterparts, each of which
shall constitute an original.
[SIGNATURES ON NEXT PAGE]
10 Revised: 5/1/2020
5 55 75.18165\32 899991.2
SIGNATURE PAGE TO CONTRACT SERVICES AGREEMENT
BY AND BETWEEN THE CITY OF PALM SPRINGS
AND GL THE VERY BEST SERVICES, LLC
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the dates
stated below.
"CITY"
City of Palm Springs
i
Date: 0C1 2� s Z� By:
David H. Ready, Esq., Ph
City Manager
APPROVED AS TO FORM:
By:
JeTrrejV gaill4ger,
City Attorney
Date: September 16, 2020
Not to Fxc,-r rs I$
Without 1 r N
Authorixaouo
Manager
written
tie City
ATTEST
By: AVIV
thony M
City Clerk
"CONTRACTO "
GL The Very Bes es, LLC
By:
Madalina fWA, Principal
:r
11 Revised: 5HI2020
55575.18165\32899991.2
CALIFORNIA ALL44JRPWE ACKNOWLEDGUM Crdfl- CODE § 1189
ACeAA,�k WAMk fFc a Z'd
A rmtmy public or of m officer coriiqhmog this carffi ate vanTm on)f the idetttity of the irtdvdW wfto signed the
doc tnent to which this cernTicate is atladted and not the trurthf dhesa- a= acy. or vs6dty of d= documart.
State of Cs6fomia
Oourdy of
On
a2fe
personalty appeared
before me.
Neib insert Name and Tntfe of the Officer
Nsmeft) of
who proved to me on the farina of satisfactory evidence to be the persona) whose narne(s) islare
subscribed tD the within instrument and acknowledged to me that hsfahsHhay executed the acme in
him t w/their authorized capacity(e®s). and that by his/herfflia r signatures) on the inabunwit the perrson(s).
or the entity upon behalf of which the pemon(s) achacL executed the inobumeni
1 certify under PENALTY OF PERJURY under the laws
of the Skate of California #ud the foregoing paragraph
is true and correct_
YYrYN1=SS my hand and otficial seal_
Siam
Signatnaa offtfivy Public
Pdsce Notary Seal Above
OPTIOAfllL
Though thus awhorn is optional, c ompb irtg this info ►nation can deter aRerghan of the document or
tibudulerrt mattmahraend of this form to an unintended document
Description of Attached Document
Title or Type of Docurnent
Number of Pages: Signer(s) Other Than Named Above:
CepociWes) askned by Signers)
Signers Name:
❑ Corporate Officer — Ti fe(a):
❑ Partner — ❑Limited ❑ General
❑ Individusl ❑Attorney in Fed
❑ Trustee ❑ Quardian or Conservator
❑ Other
Signer Is Representing:
Signer's Name:
❑ Carparals Officer — Title(a)_
❑ Partner — ❑ thrtited ❑ Genend
❑ lnc ividusl ❑ Attorney in Fact
❑Tnmtee ❑ Quardan or Conservator
n (-
Signer Is Representing:
&2014 Na6onal Notary A=cietm - wwwl+ d r>ftNah".arg -1-WD-lib NOTAFTY (1-BM754W7) ttem #59D7
12 Revised: 5/1/2020
5 5 5 7 5.1816 5\ 32 8 99991.2
EXHIBIT "A"
CONTRACTOR'S
SCOPE OF SERVICES/WORK
Including,
Schedule of Fees
And
Schedule of Performance
13 Revised: 5/ 1 /2020
55575.18165\32899991.2
MAY 2020
SOCIAL MEDIA
STRATEGY
AND WEB
MANAGEMENT
PROPOSAL FOR
PALM SPRINGS PUBLIC ARTS COMMISSION
IMAGINE
ART
HERE
t
MAY 2020
GL THE VERY BEST SERVICES
INSTAGRAM
• Current followers: 2,330
• Impressions: aprox 8,000 per week
FACEBOOK
• Current followers: 690
• Reach: aprox 6,000 per week
PALM SPRINGS PUBLIC
ARTS COMMISSION GOALS
We will implement new strategies and create
different content to grow our audience and
increase participation from the public. Some of the
goals are:
• Increasing brand awareness
• Promoting public art projects and documenting
the process
• Community building and engagement through
Social Media.
• Driving visitors to the new website and
encourage registrations to the Artist Directory.
• Improve communication with the growing
Latino community in the city and the Valley.
MAY 2020
GL THE VERY BEST SERVICES
INCLUDED SERVICES
SOCIAL MEDIA:
• Evaluation and goal setting for Palm Springs Public Arts Commission social
media platforms.
• Content creation for Facebook and Instagram.
• Social Media monitoring. Continuous monitoring of messages, comments and
notifications in all accounts.
• Creation of Facebook ads and campaigns.
Audience, locations, interests, budget, duration and reach settings will be
provided to the client to approve for each campaign. Campaign budget is not
included in this proposal.
• Campaign Conversion / results tracking.
Conversions will be tracked with a Facebook Pixel to properly measure the impact
of a campaign and the return on ad spend. Examples of conversions include
website clicks, sign-ups or leads. Facebook pixel will be installed on the website.
• Campaign specific reports.
A report with results for ad campaigns will be provided at the end of the
campaign.
SPECIAL PROJECT (Mini -Grants)
• Manage the technical aspect of application process for Mini -Grants through the
website
• Promotion of Mini -Grant projects on social media channels
• Photo and video coverage of Mini -Grant projects. Including "coming soon"
announcements, interviews with artists and installations.
ONGOING SOCIAL MEDIA
• Thursday Nights at the Museum
• Public art pieces in Palm Springs
SPAN ISH-LANGUAGE CAPTIONS AND POSTS
• Spanish captions will be added to all future posts under the english caption on
Facebook and Instagram. (Video interviews and stories excluded)
WEBSITE:
• Website maintenance and updates
• Creation of new pages or features for website as needed (including public art
map)
MAY 2020
GL THE VERY BEST SERVICES
TRACKING RESULTS
A monthly report including all organic and paid
results will be provided to the client to easily
evaluate the effectiveness of published posts and
strategies on social media accounts.
ANALYTICS AND REPORTING WILL INCLUDE:
Follower / Like growth — the number of people
you have reached / liked your accounts.
Posts volume, reach and engagement.
Website and Newsletter Analytics. Conversion
results and content evaluation. How much
traffic are we sending to your website? How many
new leads for the newsletter? What content is
generating clicks?
Campaign Conversion / results tracking.
Conversions will be tracked with a Facebook
Pixel to properly measure the impact of a
campaign and the return on ad spend. Examples
of conversions include website clicks, sign-ups or
Leads. Facebook pixel will be installed on the
website.
Campaign specific reports. A report with results
for ad campaigns will be provided at the end of
the campaign.
MAY 2020
GL THE VERY BEST SERVICES
RECENT PROJECTS
WITH PS PUBLIC ARTS
WEBSITE:
• Design and development of the new PS Public Arts website (pspublicarts.com)
• Development of infrastructure for the new Artist Directory on the website.
SOCIAL MEDIA:
• Behind the Scenes / Video Interview and Promotion of "Visiting Mirage"
mural by Gabby Vasquez
• Video and Promotion of Icon Street Benches by Tysen Knight
• Promotion of new mural "One Love — Flowers + Love Everlasting Love and
Beauty" by @damonnyc
• Video and coverage on art maintenance work performed by The Art
Collective Fine Art
• National Arts in Education Week content creation
• Video - Celebrating Arts in Education Week with Sarah Scheideman!
• Video and promotion of - "directional signage" by Scott Froschauer
• Promotion of "A Tale of Survival" installation at PS Airport
• Announcement of 'History of Suspended Time: Monument for the Impossible'
by Mexican artist Gonzolo Lebrija
• Public Art Night graphics and promotion / Public Art Night coverage
• National Arts and Humanities Month Challenge
• Ryan Campbell pop-up studio at PS Art Museum promo
• Coming Soon stories promo for levpic piece
Are you an artist?
Sign Up for the Artist Directory.
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pspublicarts
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7 H44 � Posts Followers Following
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Community
Get an inside scoop on what the commission is
working on! Celebrating Public Art and Artists in
Palm Springs. #pspublicarts Tag us in your photos!
linktr.ee/pspublicarts
Palm Springs, California
Edit Profile Promotions
M
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Coming Soon Lately New Murals! Graff it
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"FIN a
® .i4 Tel
0
MAY 2020
GL THE VERY BEST SERVICES
LET'S WORK TOGETHER!
From our roots as web development freelancers,
we have grown and honed our skillset to offer
unique digital strategies that make it possible to
connect with your target audience.
We look forward to continue our work with the
Palm Springs Arts Commission!
MONTHLY FEE
$1,000.00
Consulting Services
July 1, 2020 to January 31, 2020.
CONTACT
Madalina Garza
GL the Very Best Services
T. 760.902.0962
madalinagarza@gmaiL.com
EXHIBIT "B"
INSURANCE PROVISIONS
Not Applicable
14 Revised: 5/1 /2020
55575.18165\32899991.2
Cindy Cairns
From:
Madalina Garza <madalinagarza@gmail.com>
Sent:
Wednesday, September 16, 2020 3:26 PM
To:
Cindy Cairns
Subject:
Auto Insurance
Hello Cindy,
I know that Auto insurance is being required by the City for the contract.
Because I don't drive, I can't provide proof of automobile coverage.
Hopefully this serves as a statement for this purpose.
Madalina Garza
" l•
TO:
ATTN
SUBJECT:
City of Palm Springs
City Clerk and Risk Manager
Sole Proprietor/Partnership/Closely Held Corporation with No Employees
Please let this memorandum notify the City of Palm Springs that I am a
❑x sole proprietor
❑ partnership
❑ closely held corporation
and do not have any employees whose employment requires me to carry workers'
compensation insurance. Therefore, I do not carry workers' compensation insurance
coverage. I further warrant that I understand the requirements of Section 3700, et seq.,
of the California Labor Code with respect to providing Workers' Compensation coverage
for any employees. I agree to comply with the code requirements and all other
applicable laws and regulations regarding workers' compensation, payroll taxes, FICA
and tax withholding and similar employment issues. I further agree to hold the City of
Palm Springs harmless from loss or liability which may arise from the failure to comply
with any such laws or regulations.
/A�
Con ract I
Signature
Madalina Garza
Printed Name of Contractor
August 17, 2020
Date
Risk Management Approval:
Date
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