HomeMy WebLinkAboutContract - 06/10/2024 - 2075 CiviSocial Consulting Agreement
I. THE PARTIES. This Consulting Agreement ("Agreement") is made effective as of
June 10, 2024, by and between:
Consultant: Disrupter Media Consultants, Inc (DBA CiviSocial) with a mailing
address of 2408 NE 26th Terrace, Fort Lauderdale, FL 33305 ("Consultant"), and
Client: The City of Cathedral City with a mailing address of 68700 Ave Lalo
Guerrero, Cathedral City, CA 92234 ("Client").
IL SERVICES. Consultant agrees to provide the Services ("Services") outlined on
Schedule I.
III. TERM. The Services shall commence on June 24, 2024, and end at the completion
of Services performed.
IV. COMPENSATION. In consideration for the Services provided, the Consultant is to
be paid a one-time-fee of Twenty Thousand Dollars ($20,000).
V. PAYMENT METHOD. Consultant shall be paid, in accordance with section IV, within
30-days of Deliverables as outlined in Schedule I.
VI. RETAINER. The Client is: (check one)
0 - Required to pay a Retainer. The Client is required to pay a Retainer in the
amount of$ to the Consultant as an advance on future Services to
be provided ("Retainer"). The Retainer is: (check one)
O - Refundable.
O - Non-Refundable.
r - Not required to pay a Retainer. The Client is not required to pay a Retainer
before the Consultant is able to provide Services.
VII. CONTINGENCY. As part of the Consultant's Pay: (check one)
D - There SHALL be a contingency-fee arrangement in accordance with: (check
applicable)
O - % of
-• flat fee of$ for the following:
ZI - There SHALL NOT be a contingency-fee arrangement as part of this
Agreement.
VIII. EXPENSES. The Consultant shall be reimbursed for an agreed upon travel
expense stipend which shall be payable as a one-time, non-refundable payment of Five
Thousand Seven Hundred and Fifty Dollars ($5,750). Unless otherwise requested by
Client in writing, the Consultant shall not submit any additional expenses for
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reimbursement during the engagement. The Client agrees to pay the Consultant's
Expenses within thirty (30) days of execution of this agreement, but in no event later
than Close Of Business July 5, 2024.
IX. DISPUTES. If any dispute arises under this Agreement, the Consultant and the
Client shall negotiate in good faith to settle such dispute. If the parties cannot resolve
such disputes themselves, then either party may submit the dispute to mediation by a
mediator approved by both parties. If the parties cannot agree with any mediator or if
either party does not wish to abide by any decision of the mediator, they shall submit
the dispute to arbitration by any mutually acceptable arbitrator, or the American
Arbitration Association (AAA). The costs of the arbitration proceeding shall be borne
according to the decision of the arbitrator, who may apportion costs equally or in
accordance with any finding of fault or lack of good faith of either party. If either party
does not wish to abide by any decision of the arbitrator, they shall submit the dispute to
litigation. The jurisdiction for any dispute shall be administered in the County of Erie,
State of New York.
X. LEGAL NOTICE. All notices required or permitted under this Agreement shall be in
writing and shall be deemed delivered when delivered in-person or deposited in the
United States Postal Service via Certified Mail with return receipt.
XI. RETURN OF RECORDS. Upon termination of this Agreement, the Consultant shall
deliver all records, notes, and data of any nature that are in the Consultant's possession
or under the Consultant's control and that are of the Client's property or relate to Client's
business.
XII. WAIVER OF CONRACTUAL RIGHT. The failure of either party to enforce any
provision of this Agreement shall not be construed as a waiver or limitation of that
party's right to subsequently enforce and compel strict compliance with every provision
of this Agreement.
XIII. INDEPENDENT CONTRACTOR STATUS. The Consultant, under the code of the
Internal Revenue (IRS), is an independent contractor and neither the Consultant's
employees or contract personnel are, or shall be deemed, the Client's employees. In its
capacity as an independent contractor, the Consultant agrees and represents:
a.) Consultant has the right to perform Services for others during the term of this
Agreement;
b.) Consultant has the sole right to control and direct the means, manner, and
method by which the Services required under this Agreement will be performed;
Consultant shall select the routes taken, starting and ending times, days of work,
and order the work that performed;
c.) Consultant has the right to hire assistant(s) as subcontractors or to use
employees to provide the Services under this Agreement.
d.) Neither Consultant nor the Consultant's employees or personnel shall be
required to wear any uniforms provided by the Client;
e.) The Services required by this Agreement shall be performed by the
Consultant, Consultant's employees or personnel, and the Client will not hire,
supervise, or pay assistants to help the Consultant;
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f.) Neither the Consultant nor the Consultant's employees or personnel shall
receive any training from the Client for the professional skills necessary to
perform the Services required by this Agreement; and
g.) Neither the Consultant nor Consultant's employees or personnel shall be
required by the Client to devote full-time to the performance of the Services
required by this Agreement.
XIV. STATE AND FEDERAL LICENSES. The Consultant represents and warrants that
all employees and personnel associated shall comply with federal, state, and local laws
requiring any required licenses, permits, and certificates necessary to perform the
Services under this Agreement.
XV. PAYMENT OF TAXES. Under this Agreement, the Client shall not be responsible
for:
a.) Withholding FICA, Medicare, Social Security, or any other Federal or State
withholding taxes from the Consultant's payments to employees or personnel or
make payments on behalf of the Consultant;
b.) Making Federal and/or State unemployment compensation contributions on
the Consultant's behalf; and
c.) Making payments of taxes incurred while performing the Services under this
Agreement, including all applicable income taxes and, if the Consultant is not a
business entity, all applicable self-employment taxes. Upon demand, the
Consultant shall provide the Client with proof that such payments have been
made.
XVI. EMPLOYEES' COMPENSATION. The Consultant shall be solely responsible for
the following:
a.) Employee Benefits. The Consultant understands and agrees that they are
solely responsible and shall be liable to all benefits that are provided to their
employees, including, but not limited to, retirement plans, health insurance,
vacation time-off, sick pay, personal leave, or any other benefit provided.
b.) Unemployment Compensation. The Consultant shall be solely responsible for
the unemployment compensation payments on behalf of their employees and
personnel. The Consultant shall not be entitled to unemployment compensation
with the Services performed under this Agreement.
c.) Workers' Compensation. The Consultant shall be responsible for providing all
workers' compensation insurance on behalf of their employees. If the Consultant
hires employees to perform any work under this Agreement, the Consultant
agrees to grant workers' compensation coverage to the extent required by law,
Upon request by the Client, the Consultant must provide certificates proving
workers' compensation insurance at any time during the performance of the
Services.
XVII. INDEMNIFICATION. Consultant shall release, defend, indemnify, and hold
harmless Client and its officers, agents, and employees from all suits, actions, or claims
of any character, name, or description including reasonable Consultant fees, brought on
account of any injuries or damage, or loss (real or alleged) received or sustained by any
person, persons, or property, arising out of services provided under this Agreement or
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Consultant's failure to perform or comply with any requirements of this Agreement
including, but not limited to any claims for personal injury, property damage, or
infringement of copyright, patent, or other proprietary rights. Client reserves the right to
retain whatever funds which would be due to the Consultant under this Agreement until
such suits, action or actions, claim or claims for injuries or damages as aforesaid shall
have been settled and satisfactory evidence to that effect furnished.
XVIII. CONFIDENTIALITY & PROPRIETARY INFORMATION. The Consultant
acknowledges that it may be necessary for the Client to disclose certain confidential and
proprietary information to the Consultant in order for the Consultant to perform their
duties under this Agreement. The Consultant will not disclose or use, either during or
after the term of this Agreement, any proprietary or confidential information of the Client
without the Client's prior written permission except to the extent necessary to perform
the Services on the Client's behalf.
XIX. ASSIGNMENT AND DELEGATION. The Consultant may NOT assign rights and
may delegate duties under this Agreement to other individuals or entities acting as a
subcontractor ("Subcontractor").
XX. GOVERNING LAW. This Agreement shall be governed under the laws in the State
of New York.
XXI. SEVERABILITY. This Agreement shall remain in effect in the event a section or
provision is unenforceable or invalid. All remaining sections and provisions shall be
deemed legally binding unless a court administers that any such provision or section is
invalid or unenforceable, thus, limiting the effect of another provision or section. In such
case, the affected provision or section shall be enforced as so limited.
XXII. ADDITIONAL TERMS & CONDITIONS. The Intellectual Property of all materials
provided under Consultant's Services shall remain the sole property of Consultant.
Consultant hereby grants Client a free, perpetual license to Client to utilize Consultant's
Intellectual Property in its ongoing civic operations. It is accepted and agreed that
Consultants Intellectual Property (such as training materials) shall not be shared outside
of the Client's organization without prior written consent from Consultant.
XXIII. ENTIRE AGREEMENT. This Agreement, along with any attachments or
addendums, represents the entire agreement between the parties. Therefore, this
Agreement supersedes any prior agreements, promises, conditions, or understandings
between the Client and Consultant. This Agreement may be modified or amended if the
amendment is made in writing and is signed by both parties.
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement on the
dates written hereunder.
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Consultant's Signature: Date: June 10, 2024
G Samuel Toles, Founder
Client's Signature: t, JI I L Date:
Print Name - kv-r Eto_tic
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Schedule I: Services
The engagement will include +/- 2-weeks of preparatory pre-engagement work including
an all-staff survey, a kick-off meeting with the City Manager and Communications
team, and other fact-finding activities surrounding the city's status and strategy across
social media.
This will be followed by 2-weeks of in-person, hands-on engagement in Cathedral City
which includes:
• Meetings with stakeholders, staff, and residents to gather insights and
perspectives;
• Development of an overall voice and story map for the city's social media;
• Providing guidance on tools and tactics to enhance social media effectiveness;
• Training sessions on best practices and innovative content strategies;
• Identifying potential content creators within the community and city staff;
• Training on creating effective and compelling social media content;
Deliverables:
At the conclusion of the 2-week in-person engagement, we will deliver a presentation
with the following elements:
• The "Voice" of Your New Communications Strategy:
o Development of a unified and distinctive voice that reflects the city's
identity.
• Identity and Story Plan for Formerly Hidden Creators:
o Crafting stories that highlight previously unrecognized contributors and
creators.
• Process Outline:
o Recommended staffing assignments and estimated time commitments
o Plan on Calendar, Cadence, and Clearance (and risk mitigation)
o A template schedule outlining content creation, approval processes, and
recommended posting and platform cadence.
• Overall Content Strategy and Recommendations on Implementation:
o Detailed content strategy including types of content, frequency, and
themes.
o Practical recommendations for implementing the strategy effectively.
• Platform-Specific Recommendations and Strategies:
o Tailored strategies for each social media platform used by Cathedral City.
o Best practices for maximizing engagement on each platform.
• Recommended Engagement and Community Management Tactics:
o Strategies to foster community interaction and engagement.
o Recommendations for fostering a positive online community.
• Adaptability Guidelines Coupled with Risk Mitigation Tactics:
o Test-and-Learn strategy of rapid adaptation in response to feedback and
analytics
o Risk mitigation plan; guardrails for newly empowered creators
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