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CM City Communications and Public MessagingAGREEMENT FOR PROFESSIONAL SERVICES FOR CITY COMMUNICATIONS AND PUBLIC MESSAGING This Agreement is made and entered into this i Z day of fyvLe- , 2021, by and between the CITY OF SAN RAFAEL (hereinafter "CITY"), and STRATEGIC 32 (hereinafter "CONTRACTOR"). RECITALS WHEREAS, the CITY desires services related to both City and public communications and messaging; and WHEREAS, CONTRACTOR has skills and experience to provide such services; AGREEMENT NOW, THEREFORE, the parties hereby agree as follows: PROJECT COORDINATION. A. CITY'S Project Manager. The City Manager is hereby designated the PROJECT MANAGER for the CITY, and said PROJECT MANAGER shall supervise all aspects of the progress and execution of this Agreement. B. CONTRACTOR'S Project Director. CONTRACTOR shall assign a single PROJECT DIRECTOR to have overall responsibility for the progress and execution of this Agreement for CONTRACTOR. Joshua Townsend is hereby designated as the PROJECT DIRECTOR for CONTRACTOR. Should circumstances or conditions subsequent to the execution of this Agreement require a substitute PROJECT DIRECTOR, for any reason, the CONTRACTOR shall notify the CITY within ten (10) business days of the substitution. 2. DUTIES OF CONTRACTOR. CONTRACTOR shall perform the duties and/or provide services as described in r CONTRACTOR'S proposal dated June 10, 2021, attached hereto as Exhibit "'I" and incorporated herein. 3. DUTIES OF CITY. CITY shall pay the compensation as provided in Paragraph 4, and perform the duties as described in Exhibit "1" attached and incorporated herein. 4. COMPENSATION. For the full performance of the services described herein by CONTRACTOR, CITY shall pay CONTRACTOR on a time and materials basis at the hourly rate of $_225_ per hour as described in Exhibit "1" attached and incorporated herein, in a total amount not to exceed $40,000.00. Payment will be made monthly upon receipt by PROJECT MANAGER of itemized invoices submitted by CONTRACTOR. 5. TERM OF AGREEMENT. The term of this Agreement shall be for 6 months commencing onhe date of this Agreement. Upon mutual agreement of the parties, and subject to the approval of the City Manager the term of this Agreement may be extended for an additional period of up to 1 year. 6. TERMINATION. A. Discretionary. Either party may terminate this Agreement without cause upon thirty (30) days written notice mailed or personally delivered to the other party. B. Cause. Either party may terminate this Agreement for cause upon fifteen (15) days written notice mailed or personally delivered to the other party, and the notified party's failure to cure or correct the cause of the termination, to the reasonable satisfaction of the party giving such notice, within such fifteen (15) day time period. C. Effect of Termination. Upon receipt of notice of termination, neither party shall incur additional obligations under any provision of this Agreement without the prior written consent of the other. D. Return of Documents. Upon termination, any and all CITY documents or materials provided to CONTRACTOR and any and all of CONTRACTOR's documents and materials prepared for or relating to the performance of its duties under this Agreement, shall be delivered to CITY as soon as possible, but not later than thirty (30) days after termination. 7. OWNERSHIP OF DOCUMENTS. The written documents and materials prepared by the CONTRACTOR in connection with the performance of its duties under this Agreement, shall be the sole property of CITY. CITY may use said property for any purpose, including projects not contemplated by this Agreement. INSPECTION AND AUDIT. Upon reasonable notice, CONTRACTOR shall make available to CITY, or its agent, for inspection and audit, all documents and materials maintained by CONTRACTOR in connection with its performance of its duties under this Agreement. CONTRACTOR shall fully cooperate with CITY or its agent in any such audit or inspection. 9. ASSIGNABILITY. The parties agree that they shall not assign or transfer any interest in this Agreement nor the performance of any of their respective obligations hereunder, without the prior written consent of the other party, and any attempt to so assign this Agreement or any rights, duties or obligations arising hereunder shall be void and of no effect. 10. 10. NONDISCRIMINATION. CONTRACTOR shall not discriminate, in any way, against any person on the basis of age, sex, race, color, religion, ancestry, national origin or disability in connection with or related to the performance of its duties and obligations under this Agreement. 11. COMPLIANCE WITH ALL LAWS. CONTRACTOR shall observe and comply with all applicable federal, state and local laws, ordinances, codes and regulations, in the performance of its duties and obligations under this Agreement. CONTRACTOR shall perform all services under this Agreement in accordance with these laws, ordinances, codes and regulations. CONTRACTOR shall release, defend, indemnify and hold harmless CITY, its officers, agents and employees from any and all damages, liabilities, penalties, fines and all other consequences from any noncompliance or violation of any laws, ordinances, codes or regulations. 12. NO THIRD PARTY BENEFICIARIES. CITY and CONTRACTOR do not intend, by any provision of this Agreement, to create in any third party, any benefit or right owed by one party, under the terms and conditions of this Agreement, to the other party. 13. NOTICES. All notices and other communications required or permitted to be given under this Agreement, including any notice of change of address, shall be in writing and given by personal delivery, or by email, addressed to the parties intended to be notified. Notice shall be deemed given as of the date of personal delivery, or if emailed, upon the date of sending the email. Notice shall be given as follows: TO CITY's Project Manager: Jim Schutz City of San Rafael 1400 Fifth Avenue San Rafael, CA 94901 Email: Ji111.schLltz ii;cltyo sanrafael.orL, .y TO CONTRACTOR's Project Director: Joshua Townsend Strategic 32 Email: JTwwnsend@32Strategic.com 14. INDEPENDENT CONTRACTOR. J For the purposes, and for the duration, of this Agreement, CONTRACTOR, its officers, agents and employees shall act in the capacity of an Independent Contractor, and not as employees of the CITY. CONTRACTOR and CITY expressly intend and agree that the status of CONTRACTOR, its officers, agents and employees be that of an Independent Contractor and not that of an employee of CITY. 15. ENTIRE AGREEMENT -- AMENDMENTS. A. The terms and conditions of this Agreement, all exhibits attached, and all documents expressly incorporated by reference, represent the entire Agreement of the parties with respect to the subject matter of this Agreement. B. This written Agreement shall supersede any and all prior agreements, oral or written, regarding the subject matter between the CONTRACTOR and the CITY. C. No other agreement, promise or statement, written or oral, relating to the subject matter of this Agreement, shall be valid or binding, except by way of a written amendment to this Agreement. D. The terms and conditions of this Agreement shall not be altered or modified except by a written amendment to this Agreement signed by the CONTRACTOR and the CITY. E. If any conflicts arise between the terms and conditions of this Agreement, and the terms and conditions of the attached exhibits or the documents expressly incorporated by reference, the terms and conditions of this Agreement shall control. 16. SET-OFF AGAINST DEBTS. CONTRACTOR agrees that CITY may deduct from any payment due to CONTRACTOR under this Agreement, any monies which CONTRACTOR owes CITY under any ordinance, agreement, contract or resolution for any unpaid taxes, fees, licenses, assessments, unpaid checks or other amounts. 17. WAIVERS. The waiver by either party of any breach or violation of any term, covenant or condition of this Agreement, or of any ordinance, law or regulation, shall not be deemed to be a waiver of any other term, covenant, condition, ordinance, law or regulation, or of any subsequent breach or violation of the same or other term, covenant, condition, ordinance, law or regulation. The subsequent acceptance by either party of any fee, performance, or other consideration which may become due or AK owing under this Agreement, shall not be deemed to be a waiver of any preceding breach or violation by the other party of any term, condition, covenant of this Agreement or any applicable law, ordinance or regulation. 18. COSTS AND ATTORNEY'S FEES. The prevailing party in any action brought to enforce the terms and conditions of this Agreement, or arising out of the performance of this Agreement, may recover its reasonable costs (including claims administration) and attorney's fees expended in connection with such action. 19. CITY BUSINESS LICENSE / OTHER TAXES. CONTRACTOR shall obtain and maintain during the duration of this Agreement, a CITY business license as required by the San Rafael Municipal Code CONTRACTOR shall pay any and all state and federal taxes and any other applicable taxes. CITY shall not be required to pay for any work performed under this Agreement, until CONTRACTOR has provided CITY with a completed Internal Revenue Service Form W-9 (Request for Taxpayer Identification Number and Certification). 20. SURVIVAL OF TERMS. Any terms of this Agreement that by their nature extend beyond the term (or termination) of this Agreement shall remain in effect until fulfilled, and shall apply to both Parties' respective successors and assigns. 21. APPLICABLE LAW. The laws of the State of California shall govern this Agreement. 22. COUNTERPARTS AND ELECTRONIC SIGNATURE. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one document. Counterpart signature pages may be delivered by telecopier, email or other means of electronic transmission. IN WITNESS WHEREOF, the parties have executed this Agreement as of the day, month and year first above written. CITY OF SAN RAFAEL Name: Joshua Townsend/ Strateizic 32 ATTEST: �INDSAY LARA, City Clerk APPROVED AS TO FORM: 1 � / bTOBERT F. EPSTEIN, CWY Attorney Title: Owner [If Contractor is a corporation, add signature of second corporate officer] By: Name: Title: June 10th, 2021 Jim Schutz San Rafael City Manager 1400 Fifth Ave. San Rafael, CA 94901 Scope of Work- City Communications and Public Messaging Process Dear Mr. Schutz, P: (415) 910-0464 E: JTownsend(a)32Strategic.com W: 32Stra tegic. com Exhibit 1 This scope of work provides the City of San Rafael communications expertise that will amplify community information and streamline internal protocol. Strategic 32 will help create strategy and messaging around the city's homelessness issue so the community is well informed. Strategic 32 will also partner with San Rafael's Strategic Communication Committee to create an external messaging strategy, campaigns, standards, content reviews, and content calendars to promote community knowledge and consistent contact. It is the intent of Strategic 32 to provide input and expertise to create defined communication practices that will increase trust throughout the community by being transparent and genuine. PROJECT HISTORY San Rafael is currently working with its homeless population to improve their quality of life and begin the process of providing them support that could lead to permanent housing. While the city continues this work, it understands that the program elements, partnerships and results need to be relayed to the community to better understand the impacts of this work. It is essential that the city communicates consistently with the public to keep them informed and educated. In this same vein, the city has recently lost it Public Information Officer and now finds itself with the need to streamline the communication procedures and strategies to be more efficient. The city has recently launched the Strategic Communication Committee to review the overarching values, voice, tone and narrative of its communications program. This also includes the mechanics and the process the city executes its communications strategy between departments. PROCEDURE Strategic 32 will be responsible for providing expertise and direction for the following two items: 1. Homelessness communications and public messaging —San Rafael is planning a number of actions in the coming weeks and months around encampments and getting people housed. Define the issues overarching values, voice & tone, narrative, specific campaigns, and stories. 2. Internal City Communication/Content Lifecycle —Supporting the Strategic Communication Making Public Affairs Personal Committee and Jessica MacLeod on the city's various departments to review communication strategy, tactics and goals. Mechanics and execution on the communications strategy. Define how different communications staff in the city set their goals, determine how to prioritize content, roles and workflows, policies and standards. STRATEGY The following objectives will be met: µ • Create strategy, communications and messaging for the homelessness efforts of the City of San Rafael. Define voice & tone, narrative, and specific campaigns • Utilize positive relationship with local organizations to distribute messaging and content that the is a priority for the city Create overarching communication goals, strategy and tactics of the city and its individual departments. Define how different communications staff in the city set their goals, determine how to prioritize content, roles and workflows, policies and standards. Participate in strategic communications committee to create shared strategy, campaigns, messaging standards, content reviews, and content calendars Develop a defined process and messaging guidelines. PROJECT COSTS Project costs for this work will be charged on an hourly basis and will be billed not to exceed $40,000 total. Hourly rates will be billed over a period of 6 months. Materials, meals and mileage will be charged only if approved by the client. Upon conclusion of the 6 -month period, or if there is a shift in workload, the scope of work may be revaluated with new contract terms if decided upon by both parties. Strategic 32 is owned and operated within San Rafael and brings a unique blend of public affairs, communications and government relations to find success. We are proud to represent our clients in a collaborative and transparent manner that embeds them within the community and creates grassroot support. Thank you for the opportunity to provide this scope of work for this important project. Please feel free to call me directly at 415-910-0464 with questions or for more information. Sincerely, Joshua Townsend Strategic 32 CONTRACT ROUTING FORM INSTRUCTIONS: Use this cover sheet to circulate all contracts for review and approval in the order shown below. TO BE COMPLETED BY INITIATING DEPARTMENT PROJECT MANAGER: Contracting Department: City of San Rafael Project Manager: Jim Schutz Extension: 3475 Contractor Name: Strategic 32 Contractor's Contact: Joshua Townsend Contact's Email: jtownsend@32strategic.com ❑ FPPC: Check if Contractor/Consultant must file Form 700 Step RESPONSIBLE DESCRIPTION COMPLETED REVIEWER DEPARTMENT DATE Check/Initial 1 Project Manager a. Email PINS Introductory Notice to Contractor NA ❑ 6/16/2021 b. Email contract (in Word) and attachments to City Attorney c/o Laraine.Gittens@cityofsanrafael.org ❑x 2 City Attorney a. Review, revise, and comment on draft agreement 6/17/2021 ❑x LG and return to Project Manager 6/17/2021 © LG b. Confirm insurance requirements, create Job on (N/A) PINS, send PINS insurance notice to contractor 3 Department Director Approval of final agreement form to send to 6/17/2021 © _LQ_ contractor 4 Project Manager Forward three (3) originals of final agreement to 6/17/2021 Project Manager contractor for their signature 5 When necessary, contractor -signed agreement © N/A agendized for City Council approval * *City Council approval required for Professional Services ❑ Agreements and purchases of goods and services that exceed Or $75,000; and for Public Works Contracts that exceed $175,000 Date of City Council approval PRINT CONTINUE ROUTING PROCESS WITH HARD COPY 6 Project Manager Forward signed original agreements to City 6/18/2021 LQ Attorney with printed copy of this routing form 7 City Attorney Review and approve hard copy of signed �/7112� V agreement 8 City Attorney Review and approve insurance in PINS, and bonds 6/Z2A�� %�O) (for Public Works Contracts) 9 City Manager/ Mayor Agreement executed by City Council authorized b 11,3 V City Clerk official 10 Attest signatures, retains original agreement and forwards copies to Project Manager 0i(o/-J-o1.04r