HomeMy WebLinkAbout1E OCRCITY COUNCIL STAFF REPORT
DATE: MARCH 11, 2021 CONSENT CALENDAR
SUBJECT: CONTRACT SERVICES AGREEMENT WITH DEAZTLAN CONSUL TING
FOR SOCIAL MEDIA SERVICES
FROM: David H. Ready, City Manager
BY: Amy Blaisdell, Communications Director
Anthony J. Mejia, MMC, City Clerk
RECOMMENDATION:
1. Approve a Contract Services Agreement with DeAztlan Consulting for social media
services in an amount not-to exceed $25,000.
2. Authorize the City Manager to execute all necessary documents.
BUSINESS PRINCIPAL DISCLOSURE AND NON-DISCRIMINATION
Public Integrity Disclosure, Conflict on Interest, and Non-Discrimination Certification
Forms for DeAztlan Consulting are provided as Attachment 1.
BACKGROUND:
On May 4, 2020, the City Manager entered into an agreement with DeAztlan Consulting
for a three-month pilot program for Spanish-language social media services for $10,000.
The City Manager approved a second agreement extending the term from August 6
through January 5, 2021, for $13,000. The City Manager subsequently executed
Amendment No. 1 extending the term from January 6 through April 5, 2021, in an amount
not to exceed $20,500 (an increase of $7,500). Staff has evaluated the performance of
contractor's services and finds that contractor has introduced enhancements and
substantially grown the City's Spanish-language social media presence and finds it
desirable to replicate such services across the City's social media platforms.
At staff's request, DeAztlan Consulting submitted a proposal for a three-month pilot
program, including the rebranding of the existing social media accounts, content creation,
and social media monitoring. In addition, the City will own all originally created content and
may display the content on the City's website and television channel at its discretion. If
successful, staff will return to the City Council during the budget process to seek direction
whether the extend the contract(s) for social media services, English and Spanish.
ITEMNO._j_,,,_E._
City Council Staff Report
March 11, 2021 --Page 2
Contract Services Agreement for Social Media Services
FISCAL IMPACT:
Funding for the proposed contract is available from the Appropriations for Contingencies
n ~~~--/.-----
~aisdell David H. Ready, Esq.,
Communications Director City Manager
Attachments:
1. Public Integrity Disclosure/Conflict on Interest/Non-Discrimination Forms
2. Agreement with DeAztlan Consulting
2
ATTACHMENT 1
3
CITY OF PALM SPRINGS, CA
CONFLICT OF INTEREST AND NON-DISCRIMINATION
CERTIFICATION
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 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.
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.
NAME OF CONTRACTOR/VENDOR: .P~n-A1'-l
NAME and TITLE of Authorized Representative:
(Print) :r=r ~ DE::./tVr~
4
PUBLIC INTEGRITY DISCLOSURE
APPLICANT DISCLOSURE FORM
1 . Name of Entity
2. Address of Entity (Principle Place of Business)
3. Local or California Address (if different than #2)
1/4 ~U!Nrtf utl-q~~
4. State where Entity is Registered with Secretary of State
If other than California, is the Entity also registered in California? n Yes n No
5. Type of Entity
D Corporation rzr(imited Liability Company D Partnership D Trust D Other (please specify)
6. Officers, Directors, Members, Managers, Trustees, Other Fiduciaries (please specify)
Note: If any response is not a natural person, please identify all officers, directors,
members, managers and other fiduciaries for the member, manager, trust or other entity
__ fl ............. .._~ __ l1/ ___ ~-----~------~icer D Director D Member D Manager
[name]
D General Partner D Limited Partner
•Other ___________ _
__________________ D Officer D Director D Member D Manager
[na
D General Partner D Limited Partner
D Other ____________ _
__________________ D Officer D Director D Member D Manager
(Revised 09 13 18)
[na
D General Partner D Limited Partner
D Other ____________ _
CITY OF PALM SPRINGS -PUBLIC INTEGRITY DISCLOSURE
APPLICANT DISCLOSURE FORM
Page 1 of 2 5
7. Owners/Investors with a 5% beneficial interest in the Aoolicant Entity or a related entity
EXAMPLE
JANEDOE 50%, ABC COMPANY, Inc.
[name of owner/investor] [percentage of beneficial interest in entity
and name of entity]
A.
1/UJV ~~r /tJ1} 7_,
[name of owner/investor] [percentage of beneficial interest in
entity
and name of entity]
B.
[name of owner/investor] [percentage of beneficial interest in
entity
and name of entity]
C.
[name of owner/investor] [percentage of beneficial interest in
entity
and name of entity]
D.
[name of owner/investor] [percentage of beneficial interest in
entity
and name of entity]
E.
[name of owner/investor] [percentage of beneficial interest in entity
and name of entity]
I DECLARE UNDER PENAL TY OF PERJURY UNDER THE LAWS OF THE STATE OF
CALIFORNIA THAT THE FOREGOING IS TRUE AND CORRECT.
Signature of Disclosing Party, Printed Name, Title Date
(Revised 09 13 18)
CITY OF PALM SPRINGS -PUBLIC INTEGRITY DISCLOSURE
APPLICANT DISCLOSURE FORM
Page 2 of 2 6
ATTACHMENT 2
7
CONTRACT SERVICES AGREEMENT
DeAztlan Consulting I Social Media Services
THIS AGREEMENT FOR CONTRACT SERVICES ("Agreement") is made and entered
into on March 11, 2021, by and between the City of Palm Springs, a California charter city and
municipal corporation ("City"), and DeAztlan Consulting, a single member LLC, ("Contractor").
City and Contractor are individually referred to as "Party" and are collectively referred to as the
"Parties".
RECITALS
A. City requires social media services, ("Project").
B. Contractor has submitted to City a proposal to provide social media services, to
City under the terms of this contract.
C. Based on its experience, education, training, and reputation, Contractor 1s
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.
In consideration of these promises and mutual agreements, City agrees 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 services to City as described in the Scope of
Services/Work attached to this Agreement as Exhibit "A" and incorporated by reference (the
"services" or "work"). Exhibit "A" includes the agreed upon schedule of performance and the
schedule of fees. Contractor warrants that all services and work shall be performed in a
competent, professional, and satisfactory manner consistent with prevailing industry standards.
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 services rendered under this Agreemeri.t shall
comply with all applicable federal, state, and local laws, statutes and ordinances and all lawful
orders, rules, and regulations.
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 restriction~ attending perforrp.ance of the work under this Agreement.
Revised: 1/31/18
720599.1 8
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."
Contractor shall not be accountable for delays in the progress of its work caused by any
condition beyond its control and without the fault or negligence of Contractor. 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 $25,000.
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 Scope of Services/Work 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
custom·arily 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.
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 re11-dered under this Agn;ement 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.
2 Revised: 1/31/18
720599.l 9
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 unforeseeable causes beyond the
control and without the fault or negligence of Contractor, if Contractor notifies the Contract
Officer within ten (10) days of the commencement of such condition. Unforeseeable causes
include, but are not limited to, acts of God or of a public enemy, acts of the government, fires,
earthquakes, floods, epidemic, quarantine restrictions, riots, strikes, freight embargoes, and
unusually severe weather. 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.
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 term through
June 30, 2021.
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. Contractor may
terminate this Agreement, with or without cause, upon thirty (30) days written notice to City.
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 and work: Tizoc DeAztlan, CEO. It
is expressly understood that the experience, knowledge, education, capability, and reputation of
the foregoi _ng 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. Therefore, Contractor shall
3 Revised: 1/31/18
720599.l 10
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.
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.
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
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:
Tizoc DeAztlan CEO
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,
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, from any violation of any federal, state,
or local law or ordinance, and from errors and omissions committed by Contractor, its officers,
employees, representatives, and agents, that arise out of or relate to Contractor's performance
under this Agreement. This indemnification clause excludes Claims arising from the sole
negligence or willful misconduct of the City, its elected officials, officers, employees, -agents,
and volunteers. 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
4 Revised: 1/31/18
720599.l 11
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. This provision is intended for the benefit of third
party Indemnified Parties not otherwise a party to this Agreement.
7.2 Design Professional Services Indemnification and Reimbursement. If the
Agreement is determined to be a "design professional services agreement" and Contractor is a
"design professional" under California Civil Code Section 2782.8, then:
A. To the fullest extent permitted by law, Contractor shall indemnify, defend
(at Contractor's sole cost and expense), protect and hold harmless City and its elected officials,
officers, employees, agents and volunteers and all other public agencies whose approval of the
project is required, (individually "Indemnified Party"; collectively "Indemnified Parties") against
any and all liabilities, claims, judgments, arbitration awards, settlements, costs, demands, orders
and penalties ( collectively "Claims"), including but not limited to Claims arising from injuries or
death of persons (Contractor's employees included) and damage to property, which Claims arise
out of, pertain to, or are related to the negligence, recklessness or willful misconduct of
Contractor, its agents, employees, or subcontractors, or arise from Contractor's negligent,
reckless or willful performance of or failure to perform any term, provision, covenant or
condition of this Agreement ("Indemnified Claims"), but Contractor's liability for Indemnified
Claims shall be reduced to the extent such Claims arise from the negligence, recklessness or
willful misconduct of the City and its elected officials, officers, employees, agents and
volunteers.
B. The Contractor shall require all non-design-professional sub-contractors,
used or sub-contracted by Contractor to perform the Services or Work required under this
Agreement, to execute an Indemnification Agreement adopting the indemnity provisions in sub-
section 7 .1 in favor of the Indemnified Parties. In addition, Contractor shall require all non-
design-professional sub-contractors, used or sub-contracted by Contractor to perform the
Services or Work required under this Agreement, to obtain insurance that is consistent with the
Insurance provisions as set forth in this Agreement, as well as any other insurance that may be
required by Contract Officer.
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.
5 Revised: 1/31/18
720599.l 12
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.
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 Cost Records. Contractor shall maintain all books, documents, papers, employee
time sheets, accounting records, and other evidence pertaining to costs incurred while performing
under this Agreement. Contractor shall make such materials available at its offices at all
reasonable times during the term of this Agreement and for three (3) years from the date of final
payment for inspection by City and copies shall be promptly furnished to City upon request.
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.
Ac~ordingly, any rule of _construction of contr":cts (including, without limitation, Californi~ 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
6 Revised: 1/31/18
720599.l 13
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.
9.5 Legal 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.
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 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
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
7 Revised: 1/31/18
720599. l 14
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:
To Contractor:
City of Palm Springs
Attention: City Manager/ City Clerk
3200 E. Tahquitz Canyon Way
Palm Springs, California 92262
DeAztlan Consulting
Attn: Tizoc DeAztlan
P.O. Box 7201
La Quinta, CA 92253
(760) 564-2900
11.2 Integrated Agreement. This Agreement contains all of the agreements of the
parties and supersedes all other written agreements.
11.3 Amendment. No amendments or other modifications of this Agreement shall be
binding unless through written agreement 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.
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.
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720599.l 15
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the dates
stated below.
Date: -----------
APPROVED AS TO FORM:
By: _________ _
Jeffrey S. Ballinger,
City Attorney
Date:
720599.1
"CITY"
City of Palm Springs
By: -------------David H. Ready, PhD
City Manager
ATTEST
By: -------------
Anthony Mejia
City Clerk
"CONTRACTOR"
DeAztlan Consulting
By: -------------
Tizoc DeAztlan, CEO
9 Revised: 1/31/18
16
720599.l
EXHIBIT "A"
CONTRACTOR'S
SCOPE OF SERVICES/WORK
Including,
Schedule of Fees
And
Schedule of Performance
10 Revised: 1/31/18
17
720599.1
Exhibit A
Scope of Services/Work
SOCIAL MEDIA PROPOSAL
Our aim is to create a more engaging digital space for city leadership, staff, and residents to
connect. Producing effective and granular social media content will help elevate the city's brand,
increase engagement of online visitors, promote public and economic development activities,
and help inform constituents with real-time nevvs. Building the City's platform and expanding its'
reach can be best maximized by combining a curated experience and presence on Facebook
and lnstagram.
OUR APPROACH WILL:
Create Consistency
Plan time-sensitive content
Involve others (i.e., collaborations)
Enforce a healthy sharing ratio.
Be fresh and current
The package of services that follovvs will provide a crisp, sophisticated, and reliable social media
presence for the City of Palm Springs:
FACEBOOK
SERIVES INCLUDE:
Profile rebranding and overhaul
Redesign and Create Graphics for profile picture and banner
Edit and Curate 'About' section
· Add Welcome' message and questions for profile visitors
11 Revised: 1/31/18
18
720599.1
Content Creation
Graphic Design
Video recording and editing, which can also be broadcasted through the Palm Springs
City Channel
Live Stories with city and time-sensitive content
Original Photography
Content Publishing
Publish content created in an adequate manner following best practices to increase a
wider reach and engagement.
Ad Campaigns
Create and effectively publish ad campaigns when necessary.
Research and Analysis (i.e., adapt to audience's interest and behavior)
Initial deep audit of profile's audience engagement, reach, impressions, and growth.
Quarterly audits to adapt to the audience's interest and changing trends.
Community Management
· Monitor and redirect any questions and issues that arise
Content Calendar (weekly):
One original video
One graphic publication
· A relatable time-sensitive post (i.e., holiday, special event, news, etc.)
· Collaboration with an outside entity or local organization
Facebook Only Cost: One time set up
Monthry Retainer
12
$2,500
$5,000
Revised: 1/31/18
19
720599.1
INSTAGRAM
SERVICE INCLUDE:
Profile rebranding and overhaul
Redesign and Create Graphics for profile picture and highlights icons
Edit and Curate 'Bio' section
Fix broken link
Content Creation
· Graphic Design
· Video recording and editing, which can also be broadcasted through the Palm Springs
City Channel
Live Stories with the city and time-sensitive content
Highlight reel for each department, including interviev.is and pertinent information
Original Photography
Content Publishing
Publish content created in an adequate manner following best practices to increase a
wider re·ach and engagement. · ·
Ad Campaigns
Create and effectively publish ad campaigns when necessary.
Research and Analysis (i.e., adapt to audience's interest and behavior)
Initial deep audit of profile's audience engagement, reach, impressions, and growth
Quarterly audits to adapt to the audience's interest and changing trends
13 Revised: 1/31/18
20
720599.1
Community Management
· Monitor and redirect any questions and issues that arise
Content Calendar (weekly)
· One original video
· One graphic publication
· Any relatable time-sensitive post (i.e., holiday, special event, news, etc.)
· Collaboration with an outside entity or local organization
lnstagram Only Cost: One time set up $2,500
Monthly $3,500
All-inclusive Facebook and lnstagram 3-month Package total: $25,000
14 Revised: 1/31/18
21
720599.1
EXHIBIT "B"
INSURANCE PROVISIONS
Including
Verification of Coverage,
Sufficiency of Insurers,
Errors and Omissions Coverage,
Minimum Scope of Insurance,
Deductibles and Self-Insured Retentions, and
Severability of Interests (Separation of Insureds)
15 Rev ised: 1/31/18
22
INSURANCE
1. Procurement and Maintenance of Insurance. Contractor shall procure and
maintain public liability and property damage insurance against all claims for injuries against
persons or damages to property resulting from Contractor's performance under this Agreement.
Contractor shall procure and maintain all insurance at its sole cost and expense, in a form and
content satisfactory to the City, and submit concurrently with its execution of this Agreement.
Contractor shall also carry workers' compensation insurance in accordance with California
workers' compensation laws. Such insurance shall be kept in full force and effect during the
term of this Agreement, including any extensions. Such insurance shall not be cancelable
without thirty (30) days advance written notice to City of any proposed cancellation. Certificates
of insurance evidencing the foregoing and designating the City, its elected officials, officers,
employees, agents, and volunteers as additional named insureds by original endorsement shall be
delivered to and approved by City prior to commencement of services. The procuring of such
insurance and the delivery of policies, certificates, and endorsements evidencing the same shall
not be construed as a limitation of Contractor's obligation to indemnify City, its elected officials,
officers, agents, employees, and volunteers.
2. Minimum Scope of Insurance. The minimum amount of insurance required
under this Agreement shall be as follows:
1. Comprehensive general liability and personal injury with limits of at least
one million dollars ($1,000,000.00) combined single limit coverage per occurrence and two
million dollars ($2,000,000) general aggregate;
2. Automobile liability insurance with limits of at least one million dollars
($1,000,000.00) per occurrence;
3. Professional liability ( errors and omissions) insurance with limits of at
least one million dollars ($1,000,000.00) per occurrence and two million dollars ($2,000,000)
annual aggregate is:
____ required
__ X ___ is not required;
. . .
4. Workers' Compensation insurance in the statutory amount as required by
the State of California and Employer's Liability Insurance with limits of at least one million
dollars $1 million per occurrence. If Contractor has no employees, Contractor shall complete the
City's Request for Waiver of Workers' Compensation Insurance Requirement form.
3. Primary Insurance. For any claims related to this Agreement, Contractor's
insurance coverage shall be primary with respect to the City and its respective elected officials,
officers, employees, agents, and volunteers. Any insurance or self-insurance maintained by City
and its respective elected officials, officers, employees, agents, and volunteers shall be in excess
of Contractor's insurance and shall not contribute with it. For Workers' Compensation and
Employer's Liability Insurance only, the insurer shall waive all rights of subrogation and
16 Revised: 1/31/18
720599.l 23
contribution it may have against City, its elected officials, officers, employees, agents, and
volunteers.
4. Errors and Omissions Coverage. If Errors & Omissions Insurance is required,
and if Contractor provides claims made professional liability insurance, Contractor shall also
agree in writing either ( 1) to purchase tail insurance in the amount required by this Agreement to
cover claims made within three years of the completion of Contractor's services under this
Agreement, or (2) to maintain professional liability insurance coverage with the same carrier in
the amount required by this Agreement for at least three years after completion of Contractor's
services under this Agreement. Contractor shall also be required to provide evidence to City of
the purchase of the required tail insurance or continuation of the professional liability policy.
5. Sufficiency of Insurers. Insurance required in this Agreement shall be provided
by authorized insurers in good standing with the State of California. Coverage shall be provided
by insurers admitted in the State of California with an A.M. Best's Key Rating of B++, Class
VII, or better, unless otherwise acceptable to the City.
6. Verification of Coverage. Contractor shall furnish City with both certificates of
insurance and endorsements, including additional insured endorsements, effecting all of the
coverages required by this Agreement. The certificates and endorsements are to be signed by a
person authorized by that insurer to bind coverage on its behalf. All proof of insurance is to be
received and approved by the City before work commences. City reserves the right to require
Contractor's insurers to provide complete, certified copies of all required insurance policies at
any time. Additional insured endorsements are not required for Errors and Omissions and
Workers' Compensation policies.
Verification of Insurance coverage may be provided by: (1) an approved General and/or
Auto Liability Endorsement Form for the City of Palm Springs or (2) an acceptable Certificate of
Liability Insurance Coverage with an approved Additional Insured Endorsement with the
following endorsements stated on the certificate:
l. "The City of Palm Springs, its officials, employees, and agents are named as an
additional insured ... " ("as respects City of Palm Springs Contract No._" or ''for any and all
work performed with the City" may be included in this statement).
2. "This insurance is primary and non-contributory over any insurance or self-
insurance the City may have ... " ("as respects City of Palm Springs Contract No._" or "for any
and all work performed with the City" may be included in this statement).
3. "Should any of the above described policies be canceled before the expiration
date thereof the issuing company will mail 30 days written notice to the Certificate Holder
named." Language such as, "endeavor to" mail and "but failure to mail such notice shall impose
no obligation or liability of any kind upon the company, i~s agents or representative" is not
acceptable and must be crossed out.
17 Revised: 1/31/18
720599.1 24
4. Both the Workers' Compensation and Employers' Liability policies shall contain
the insurer's waiver of subrogation in favor of City, its elected officials, officers, employees,
agents, and volunteers.
In addition to the endorsements listed above, the City of Palm Springs shall be named the
certificate holder on the policies.
All certificates of insurance and endorsements are to be received and approved by the City
before work commences. All certificates of insurance must be authorized by a person with
authority to bind coverage, whether that is the authorized agent/broker or insurance underwriter.
Failure to obtain the required documents prior to the commencement of work shall not waive the
Contractor's obligation to provide them.
7. Deductibles and Self-Insured Retentions. Any deductibles or self-insured
retentions must be declared to and approved by the City prior to commencing any work or
services under this Agreement. At the option of the City, either ( 1) the insurer shall reduce or
eliminate such deductibles or self-insured retentions with respect to the City, its elected officials,
officers, employees, agents, and volunteers; or (2) Contractor shall procure a bond guaranteeing
payment of losses and related investigations, claim administration, and defense expenses.
Certificates of Insurance must include evidence of the amount of any deductible or self-insured
retention under the policy. Contractor guarantees payment of all deductibles and self-insured
retentions.
8. Severability of Interests (Separation of Insureds). This insurance applies
separately to each insured against whom claim is made or suit is brought except with respect to
the limits of the insurer's liability.
18 Revised: 1/31/18
720599.1 25