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HomeMy WebLinkAbout2018-0961 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 RESOLUTION NO. 2018-96 RESOLUTION OF THE MAYOR AND CITY COUNCIL OF THE CITY OF SAN BERNARDINO, CALIFORNIA, AUTHORIZING THE CITY MANAGER TO EXECUTE A PROFESSIONAL SERVICES AGREEMENT BETWEEN THE CITY OF SAN BERNARDINO AND WESTBOUND COMMUNICATIONS, INC. FOR PUBLIC RELATIONS AND MARKETING SERVICES AND A PURCHASE ORDER IN AN AMOUNT NOT TO EXCEED $241,000 BE IT RESOLVED BY THE MAYOR AND CITY COUNCIL OF THE CITY OF SAN BERNARDINO AS FOLLOWS: SECTION 1. That the City Manager is hereby authorized and directed to execute on behalf of the City of San Bernardino, an Agreement between Westbound Communication, Inc. and the City of San Bernardino, for public relations and marketing services. A copy of the Agreement is attached hereto marked Exhibit "A" and incorporated herein by reference as fully as though set forth at length. SECTION 2. The Director of Finance is hereby authorized and directed to establish, on behalf of the City, a Purchase Order in an amount not to exceed $241,000 for public relations and marketing services as outlined in the agreement to be as follows: $75,000 for FY 17/18 and $166,000 for FY 18/19. SECTION 2. The authorization to execute the above -referenced Agreement is hereby rescinded if both parties fail to execute it within sixty (60) days of the passage of this Resolution. // // 1 2 3 4 5 6 7 a 9 10 11 12 13 14 15 16 17 1s 19 20 21 22 23 24 25 26 27 2s RESOLUTION OF THE MAYOR AND CITY COUNCIL OF THE CITY OF SAN BERNARDINO, CALIFORNIA, AUTHORIZING THE CITY MANAGER TO EXECUTE A PROFESSIONAL SERVICES AGREEMENT BETWEEN THE CITY OF SAN BERNARDINO AND WESTBOUND COMMUNICATIONS, INC. FOR PUBLIC RELATIONS AND MARKETING SERVICES AND A PURCHASE ORDER IN AN AMOUNT NOT TO EXCEED $241,000 I HEREBY CERTIFY that the foregoing Resolution was duly adopted by the Mayor and City Council of the City of San Bernardino at a Joint Regular Meeting thereof, held on the 4th day of April 2018, by the following vote, to wit: Council Members: AYES MARQUEZ X BARRIOS k VALDIVIA Y SHORETTC M NICKEL X RICHARD X MULVIHILL Y NAYS ABSTAIN ABSENT George • anna, CMC, City Clerk The foregoing Resolution is hereby approved this 4th day of April 2018. ALJ , R. Carey Davi/' Mayor City of San emardino Approved as to form: Gary D. Saenz, City Attorney to 2 (a) Comprehensive general liability, including premises -operations, products/completed operations, broad form property damage, blanket contractual liability, personal injury with a policy limit of not less than One Million Dollars ($1,000,000.00), combined singles limits, per occurrence and aggregate. (b) Automobile liability for owned vehicles, hired, and non -owned vehicles, with a policy limit of not less than One Million Dollars ($1,000,000.00), combined single limits, per occurrence and aggregate. (c) Worker's compensation insurance as required by the State of California. 5.2 Endorsements. The comprehensive general liability insurance policy shall contain or be endorsed to contain the following provisions: (a) Additional insureds: "The City of San Bernardino and its elected and appointed boards, officers, agents, and employees are additional insureds with respect to this subject project and contract with City." (b) Notice: "Said policy shall not terminate, nor shall it be cancelled, nor the coverage reduced, until thirty (30) days after written notice is given to City." (c) Other insurance: "Any other insurance maintained by the City of San Bernardino shall be excess and not contributing with the insurance provided by this policy." 5.3 Certificates of Insurance. PR FIRM shall provide to CITY certificates of insurance showing the insurance coverages and required endorsements described above, in a form and content approved by CITY, prior to performing any services under this Agreement. 5.4 Non -limiting. Nothing in this Section shall be construed as limiting in any way, the indemnification provision contained within this Agreement, or the extent to which PR FIRM may be held responsible for payments of damages to persons or property. 6. NON-DISCRIMINATION. In the performance of this Agreement and in the hiring and recruitment of employees, PR FIRM shall not engage in, nor permit its officers, employees or agents to engage in, discrimination in employment of persons because of their race, religion, color, national origin, ancestry, age, mental or physical disability, medical condition, marital status, sexual gender or sexual orientation, or any other status protected by law. 7. INDEPENDENT CONTRACTOR. PR FIRM shall perform work tasks provided by this Agreement, but for all intents and purposes PR FIRM shall be an independent contractor and not an agent or employee of the CITY. PR FIRM shall secure, at its expense, and be responsible for any and all payment of Income Tax, Social PUBLIC REALTIONS AND MARKETING SERVICES AGREEMENT BETWEEN THE CITY OF SAN BERNARDINO AND WESTBOUND COMMUNICATIONS Page 3 of 10 Security, State Disability Insurance Compensation, Unemployment Compensation, and other payroll deductions for PR FIRM and its officers, agents, and employees, and all business license, if any are required, in connection with the services to be performed hereunder. 8. BUSINESS REGISTRATION CERTIFICATE AND OTHER REQUIREMENTS. PR FIRM warrants that it possesses or shall obtain prior to execution of this Agreement, and maintain, a business registration certificate pursuant to Chapter 5 of the Municipal Code, and any other licenses, permits, qualifications, insurance and approval of whatever nature that are legally required of PR FIRM to practice its business or profession. 9. NOTICES. Any notices, documents, correspondence, or other communication concerning this Agreement or the services provided hereunder may be provided by personal delivery or U.S. Mail. If personally delivered the notice shall be deemed delivered at the time of the personal delivery. If sent by U.S. Mail the notice shall be deemed delivered forty-eight (48) hours after deposit in the U.S. Mail as reflected by the official U.S. postmark. TO THE CITY: City of San Bernardino 290 N. "D" Street, 3rd Floor San Bernardino, CA 92401 Telephone: (909) 384-5122 Attention: City Manager's Office TO THE PR FIRM: Westbound Communication, Inc. 3850 Vine Street, Suite 480 Riverside, CA 92507 Phone: (951) 462-1106 Attention: Carrie Gilbreth Either PARTY may change the address for delivery of notices by sending notice of the change to the other PARTY in conformity with this Section. 10. ATTORNEYS' FEES. In the event that litigation is brought by any PARTY in connection with this Agreement, the prevailing party shall be entitled to recover from the opposing party all costs and expenses, including reasonable attorneys' fees, incurred by the prevailing party in the exercise of any of its rights or remedies hereunder or the enforcement of any of the terms, conditions or provisions hereof. The costs, salary and expenses of the City Attorney and members of his/her office in enforcing this Agreement on behalf of the CITY shall be considered as "attorneys' fees" for the purposes of this paragraph. 11. ASSIGNMENT. PUBLIC REALTIONS AND MARKETING SERVICES AGREEMENT BETWEEN THE CITY OF SAN BERNARDINO AND WESTBOUND COMMUNICATIONS Page 4 of 10 PR FIRM shall not voluntarily or by operation of law assign, transfer, sublet or encumber all or any part of the PR FIRM's interest in this Agreement without CITY's prior written consent. Any attempted assignment, transfer, subletting or encumbrance shall be void and shall constitute a breach of this Agreement and cause for the termination of this Agreement. Regardless of CITY's consent, no subletting or assignment shall release PR FIRM of PR FIRM's obligation to perform all other obligations to be performed by PR FIRM hereunder for the term of this Agreement. 12. VENUE. The parties hereto agree that all actions or proceedings arising in connection with this Agreement shall be tried and litigated either in the Superior Court of the State of California for the County of San Bernardino or the United States District Court for the Central District of California, Riverside Division. The aforementioned choice of venue is intended by the parties to be mandatory and not permissive in nature. 13. GOVERNING LAW. This Agreement shall be governed and construed under the laws of the State of California without giving effect to that body of laws pertaining to conflict of laws. 14. SUCCESSORS AND ASSIGNS. This Agreement shall be binding on and inure to the benefit of the PARTIES to this Agreement and their respective heirs, representatives, successors, and assigns. 15. HEADINGS. The subject headings of the sections of this Agreement are included for the purposes of convenience only and shall not affect the construction or the interpretation of any of its provisions. 16. SEVERABILITY. If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid or unenforceable for any reason, such determination shall not affect the validity or enforceability of the remaining terms and provisions hereof or of the offending provision in any other circumstance, and the remaining provisions of this Agreement shall remain in full force and effect. 17. REMEDIES; WAIVER. All remedies available to either PARTY for one or more breaches by the other PARTY are and shall be deemed cumulative and may be exercised separately or concurrently without waiver of any other remedies. The delay or failure of either PARTY to require performance or compliance of the other of any of its obligations under this Agreement shall in no way be deemed a waiver of those rights to require such performance or compliance. No waiver of any provision of this Agreement shall be effective PUBLIC REALTIONS AND MARKETING SERVICES AGREEMENT BETWEEN THE CITY OF SAN BERNARDINO AND WESTBOUND COMMUNICATIONS Page 5 of 10 unless made in writing and signed by a duly authorized representative of the PARTY against whom it is sought. The waiver of any right or remedy with respect to any occurrence or event shall not be deemed a waiver of such right or remedy with respect to any future occurrences or events and shall not be deemed a continuing waiver. 18. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement and the understanding between the PARTIES, and supersedes any prior agreements and understandings relating to the subject matter of this Agreement. 19. COUNTERPARTS. This Agreement may be executed in counterparts, each of which shall be deemed to be an original, but all of which, taken together, shall constitute one and the same agreement. In the event that any signature is delivered by facsimile transmission or by e-mail delivery of a ".pdf' format data file, such signature shall create a valid and binding obligation of the PARTY executing (or on whose behalf such signature is execute) with the same force and effect as if such facsimile or ".pdf' signature page were an original thereof. 20. AMENDMENT. No amendment to this Agreement will be effective unless it is in writing and signed by both PARTIES. 21. CORPORATE AUTHORITY. Each person executing this Agreement on behalf of the PARTIES hereto warrant that they are duly authorized to execute this Agreement on behalf of said PARTIES and that by doing so, the PARTIES hereto are formally bound to the provisions of this Agreement. 22. COMPLIANCE WITH LAW PR FIRM agrees to abide by all federal, state, and local laws, ordinances and regulations. 23. FORCE MAJEURE. A PARTY shall not be liable for any failure or delay in the performance of this Agreement for the period that such failure or delay is due to causes beyond its reasonable control, including but not limited to acts of God, war, strikes or labor disputes, embargoes, governmental orders or any other force majeure event. 24. RESPONSIBILITY FOR ERRORS. PR FIRM shall be responsible for its work and results under this Agreement. PR FIRM, when requested by CITY, shall furnish clarification and/or explanation as may be required by CITY's representative, regarding any services rendered under this Agreement at no additional cost to CITY. PUBLIC REALTIONS AND MARKETING SERVICES AGREEMENT BETWEEN THE CITY OF SAN BERNARDINO AND WESTBOUND COMMUNICATIONS Page 6 of 10 In the event that an error or omission attributable to PR FIRM occurs, then PR FIRM shall, at no cost to CITY, provide all necessary services to rectify and correct the matter to the sole satisfaction of CITY and to participate in any meeting required with regard to the correction. 25. ORDER OF PRECEDENCE. In the event of any inconsistency or conflict in this Agreement and any of the attached Exhibits or Attachments, the terms set forth in this Agreement shall prevail. 26. CONSTRUCTION. The PARTIES have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises with respect to this Agreement, this Agreement shall be construed as if drafted jointly by the PARTIES and in accordance with its fair meaning. There shall be no presumption or burden of proof favoring or disfavoring any Party by virtue of authorship of any of the provisions of this Agreement. IN WITNESS THEREOF, the parties hereto have executed this Agreement on the day and date set forth below. Dated: , 2018 r Dated 2 , 2018 WES OUN MMUNICATIONS, INC. By: (-7,, CanicL,Gilbreth,ri'10#r & Principle CITY OF S N BERNARDINO By: Andrea M. Miller, City Manager APPROVED AS TO FORM: Gary D. Saenz, City Attorney PUBLIC REALTIONS AND MARKETING SERVICES AGREEMENT BETWEEN THE CITY OF SAN BERNARDINO AND WESTBOUND COMMUNICATIONS Page 7 of 10 EXHIBIT "A" SCOPE OF WORK Task #1 - Research & Foundation - April 2018 through June 2018 This task encompasses the initial research necessary to define target audiences, identify what value the City offers to the target audiences, develop a brand positioning statement and test recommended brand concepts using targeted focus groups, surveys, and other methodologies as appropriate. PR FIRM will review and provide research results with staff. To complete these tasks, the PR FIRM will draw from existing research and community planning documents as well as conduct their own research and focus groups. Community engagement and input from San Bernardino residents, businesses, members of the development community, visitors, partner organizations and any other identified key group is critical to the success of all tasks. It may be necessary, as part of the community engagement process, to educate groups on what branding means and why it is important for the City of San Bernardino. The goal of this task is to answer the question, "Who are we as a City and how do we relate our `products' and services in a way that's meaningful to our customers and the values they hold dear?" Deliverables: • Research Summary • Brand positioning statement Task #2 - Branding and Message Development - July 2018 - September 2018 In this phase of the project, the PR FIRM will create the messaging, the expression of brand, and visual elements that will effectively communicate the City's identity to target audiences. It is expected that this messaging connect to the hearts and minds of our audience and be believable, relevant and simple. Consistency will be key, but flexible enough to allow use by the wide variety of departments, programs and services that make up the City is also important. Visual elements will include recommended logo, colors, fonts, graphic style and elements that are adaptable for use across a variety of media applications, including the City website. Deliverables: • Style guide with visual and graphic standards, including logo and other creative properties to support brand identity • Templates for common needs such as letterhead, web page layout, report covers, brochures, etc. PUBLIC REALTIONS AND MARKETING SERVICES AGREEMENT BETWEEN THE CITY OF SAN BERNARDINO AND WESTBOUND COMMUNICATIONS Page 8 of 10 Task #3 - Strategic Brand Implementation & Community Engagement - September 2018 and Ongoing This task will define the activities designed to effectively establish the City's new brand identity to the target audiences as well as identify ongoing strategies for communicating, maintaining and enhancing the brand's value over the first three years following introduction. These strategies should: • Prioritize both short and long-term strategies and tactics, including a timeline. • Employ a variety of communication tools. • Engage San Bernardino's citizens, businesses & visitors. • Enable target audiences to connect and interact with the City and use feedback to further build the City's brand. • Provide opportunities for target audiences to become advocates. • Effectively tell the "San Bernardino" story. • To ensure effective implementation, the brand strategy should recommend methods for tracking results and measuring success with target audiences. Deliverables: • Brand and Advertising Strategy • Tracking & Measurement Recommendations Task #4 - Development and Execution of a Communications Plan - April 2018 - and Ongoing This task requires the development of a Communications Plan for consistent, informative communication from the City to the public regarding actions of the City Council and staff, and regarding City programs, services, and initiatives. The firm should initiate ideas about when and how to inform the public, and carry out the tasks as directed by the City Manager. The firm will: • Review existing policies and provide guidance to staff who will draft new communication and media policies relating to City communications. • Develop and execute a strategy to improve all forms of communication with the public that are available to the City. • Arrange for, and coordinate, media coverage of issues before the City, including assisting staff to organize press conferences and interviews and arranging appearances on appropriate media outlets. Provide guidance to City representatives in advance of public appearance and media coverage events, as directed by the City. PUBLIC REALTIONS AND MARKETING SERVICES AGREEMENT BETWEEN THE CITY OF SAN BERNARDINO AND WESTBOUND COMMUNICATIONS Page 9 of 10 • Assist in development of educational materials, news stories, and briefing documents on current issues as well as long term matters, to ensure the quality and consistency of information provided to the public. • Make recommendations to the City for more timely, transparent, and effective communication with residents, businesses, and guests of the City. Task #S — Report and Presentation — No later than April 2019 The PR FIRM will deliver one (1) unbound copy, five (5) printed bound copies and one (1) electronic copy of their final branding report, including style guide and related graphics, to the City. Graphics designed to be used for placement in letterhead, folders, handouts and other marketing materials shall be in an electronic form commonly used by most computer software and shall not require the purchase of Adobe Photoshop or another marketing -based software to enable such use. In addition, the PR FIRM will be required to make a formal presentation to the City Manager and the City Council at the completion of the project to present their final report. PUBLIC REALTIONS AND MARKETING SERVICES AGREEMENT BETWEEN THE CITY OF SAN BERNARDINO AND WESTBOUND COMMUNICATIONS Page 10 of 10