HomeMy WebLinkAboutCAG2020-422 - Original - Sermo Digital - Social Media Plan & COVID Related Communications - 08/10/2020ApprovalOriginator:Department:
Date Sent:Date Required:
Authorized to Sign:
Director or Designee
Date of Council Approval:
Grant? Yes No
Type:Review/Signatures/RoutingComments:
Date Routed to the City Clerk’s Office:Agreement InformationVendor Name:Category:
Vendor Number:Sub-Category:
Project Name:
Project Details:
Agreement Amount:
Start Date:
Basis for Selection of Contractor:
Termination Date:
Local Business? Yes No*
Business License Verification: Yes In-Process Exempt (KCC 5.01.045)
If meets requirements per KCC 3.70.100, please complete “Vendor Purchase-Local Exceptions” form on Cityspace.
Notice required prior to disclosure?
Yes No
Contract Number:
Agreement Routing Form
For Approvals, Signatures and Records Management
This form combines & replaces the Request for Mayor’s Signature and Contract Cover
Sheet forms.
Visit Documents.KentWA.gov to obtain copies of all agreementsadccW22373_1_20
Budget Account Number:
Budget? Yes No
Dir Asst:
Sup/Mgr:
Dir/Dep:
rev. 20210513
FOR CITY OF KENT OFFICIAL USE ONLY
(Optional)
* Memo to Mayor must be attached
KENT
WaSHTNGToN
PROFESSIONAL SERVICES AGREEMENT
between the City of Kent and
Sermo Digital
THIS AGREEMENT is made between the City of Kent, a Washington municipal corporation (hereinafterthe "City"), and Sermo Digital organized under the laws of the State of Washington, locateO anO doingbusiness at 7605 SE 27th St #204 Mercer Island, WA 98040 (hereinafter the "Contractor,').
I. DESCRIPTION OF WORK.
Contractor shall perform the following services for the City:
1) An audit of existing Facebook pages, to include a determination of what is
working and what is not
2) A 90-day social media plan meant to implement audit findings while
increasing followers and engagement
3) Training for all social media users within the city
4) COVID 19 related digital communications
Contractor further represents that the seruices furnished under this Agreement will be performed in
accordance with generally accepted professional practices within the Puget Sound region in effect at thetime those services are performed.
II. TIME OF COMPLETION. The parties agree that work will begin on the tasks described in
Section I above immediately upon the effective date of this Agreement, and -ontractor shall complete thework by t2/3L/2020.
III. COMPENSATION. The City shall pay Contractor a total amount not to exceed nineteenthousand dollars for the services described in this Agreement. The Contractor shall invoice the City monthly
based on time and materials incurred during the preceding month. The hourly rates charged for Contractor,s
services shall be as delineated in the attached and incorporated Exhibit N/A. All houdy?ates charged shallremain locked at the negotiated rates throughout the term of this Agreement.
IV. INDEPENDENT CONTRACTOR. The parties intend that an Independent Contractor-Employer Relationship will be created by this Agreement. By their execution of this Agreement, and in
accordance with Ch. 51.08 RCW, the parties make the following representations:
A. The Contractor has the ability to control and direct the performance and details of its
work, the City being interested only in the results obtained under this Agreement.
B. The Contractor maintains and pays for its own place of business from which
Contractor's services under this Agreement will be performed.
C. The Contractor has an established and independent business that is eligible for a
business deduction for federal income tax purposes that existed before the Cityretained Contractor's services, or the Contractor is engaged in an independengy
establishr€t trade, occupation, profession, or business of the same nature as that
involved under this Agreement.
D The Contractor is responsible for filing as they become due all necessary tax
documents with appropriate federal and state agencies, including the Internal Revenue
Service and the state Department of Revenue.
PROFESSIONAL SERVICES AGREEMENT - 1
($20,000 or Less)
The Contractor has registered its business and established an account with the state
Department of Revenue and other state agencies as may be required by Contractor's
business, and has obtained a Unified Business Identifier (UBI) number from the State
of Washington.
The Contractor maintains a set of books dedicated to the expenses and earnings of its
business.
V. TERMINATION. Either party may terminate this Agreement, with or without cause, upon
providing the other pafty seven (7) calendar days written notice at its address set forth on the signature
block of this Agreement.
VI. DISCRIMINATION. In the hiring of employees for the performance of work under this
Agreement or any subcontract, the Contractor, its subcontractors, or any person acting on behalf of the
Contractor or subcontractor shall not discriminate against any person who is qualified and available to
perform the work to which the employment relates as provided for by the City of Kent's Equal Employment
Opportunity Policy. Contractor shall execute the attached City of Kent Equal Employment Opportunity Policy
Declaration, Comply with City Administrative Policy L.2, and upon completion of the contract work, file the
attached Compliance Statement.
VII. INDEMNIFICATION. Contractor shall defend, indemnify and hold the City, its officers,
officials, employees, agents and volunteers harmless from any and all claims, injuries, damages, losses orsuits, including all legal costs and attorney fees, arising out of or in connection with the Contractor's
performance of this Agreement, except for that portion of the injuries and damages caused by the City's
negligence. The City's inspection or acceptance of any of Contractor's work when completed shall not be
grounds to avoid any of these covenants of indemnification. The provisions of this section shall survive the
expiration or termination of this Agreement.
In the event Contractor refuses tender of defense in any suit or any claim, if that tender was made
pursuant to this indemnification clause, and if that refusal is subsequently determined by a court havingjurisdiction (or other agreed tribunal) to have been a wrongful refusal on the Contractor's part, then
Contractor shall pay all the City's costs for defense, including all reasonable expert witness fees and
reasonable attorneys'fees, plus the City's legal costs and fees incurred because there was a wrongful refusal
on the Contractor's part.
VIII. INSURANCE. The Contractor shall procure and maintain for the duration of the Agreement,
insurance of the types and in the amounts described in Exhibit N/A attached and incorporated by this
reference.
IX. CONTRACTOR'S WORK AND RISK. The Contractor agrees to comply with all federal, state,
and municipal laws, rules, and regulations that are now effective or in the future become applicable to
Contractor's business, equipment, and personnel engaged in operations covered by this Agreement or
accruing out of the performance of those services. All work shall be done at Contractor's own risk, and
Contractor shall be responsible for any loss of or damage to materials, tools, or other articles used or held
for use in connection with the work.
X. MISCELLANEOUS PROVISIONS.
A. Recyclable Materials. Pursuant to Chapter 3.80 of the Kent City Code, the City requires its
contractors and consultants to use recycled and recyclable products whenever practicable. A price
preference may be available for any designated recycled product.
B. Non-Waiver of Breach. The failure of the City to insist upon strict performance of any of the
covenants and agreements contained in this Agreement, or to exercise any option conferred by this
Agreement in one or more instances shall not be construed to be a waiver or relinquishment of those
covenants, agreements or options, and the same shall be and remain in full force and effect.
PROFESSIONAL SERVICES AGREEMENT - 2
($20,000 or Less)
E
F
C, Resolution of Disoutes and Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of Washington. If the parties are unable to settle any
dispute, difference or claim arising from the parties' performance of this Agreement, the exclusive means
of resolving that dispute, difference or claim, shall only be by filing suit exclusively under the venue, rules
and jurisdiction of the King County Superior Court, King County, Washington, unless the parties agree in
writing to an alternative dispute resolution process. In any claim or lawsuit for damages arising from the
parties' performance of this Agreement, each party shall pay all its legal costs and attorney's fees incurred
in defending or bringing such claim or lawsuit, including all appeals, in addition to any other recovery or
award provided by law; provided, however, nothing in this paragraph shall be construed to limit the City's
right to indemnification under Section VII of this Agreement.
D. Written Notice. All communications regarding this Agreement shall be sent to the parties at
the addresses listed on the signature page of the Agreement, unless notified to the contrary. Any written
notice hereunder shall become effective three (3) business days after the date of mailing by registered or
certified mail, and shall be deemed sufficiently given if sent to the addressee at the address stated in this
Agreement or such other address as may be hereafter specified in writing.
E. Assignment. Any assignment of this Agreement by either party without the written consent
of the non-assigning party shall be void.
F. Modification. No waiver, alteration, or modification of any of the provisions of this Agreement
shall be binding unless in writing and signed by a duly authorized representative of the City and Contractor.
G. Entire Agreement. The written provisions and terms of this Agreement, together with any
Exhibits attached hereto, shall supersede all prior verbal statements of any officer or other representative
of the City, and such statements shall not be effective or be construed as entering into or forming a part of
or altering in any manner this Agreement. Should any language in any of the exhibits to this Agreement
conflict with any language contained in this Agreement, the terms of this Agreement shall prevail.
H. Public Records Act. The Contractor acknowledges that the City is a public agency subject to
the Public Records Act codified in Chapter 42.56 of the Revised Code of Washington and documents, notes,
emails, and other records prepared or gathered by the Contractor in its performance of this Agreement may
be subject to public review and disclosure, even if those records are not produced to or possessed by the
City of Kent. As such, the Contractor agrees to cooperate fully with the City in satisfying the City's duties
and obligations under the Public Records Act.
I. Citv Business License Required. Prior to commencing the tasks described in Section I,
Contractor agrees to provide proof of a current city of Kent business license pursuant to Chapter 5.01 of the
Kent City Code.
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J. Counterparts and Signatures by Fax or Email. This Agreement may be executed in any
number of counterparts, each of which shall constitute an original, and all of which will together constitute
PROFESSIONAL SERVICES AGREEMENT - 3
($20,000 or Less)
this one Agreement. Further, upon executing this Agreement, either party may deliver the signature page
to the other by fax or email and that signature shall have the same force and effect as if the Agreemeht
bearing the original signature was received in person.
IN WITNESS' the pafties below execute this Agreement, which shall become effective onthe last date entered below. All acts consistent with the authority of this Agreement and prior
to its effective date are ratified and affirmed, and the terms of the Agreement shall be deemedto have applied.
PROFESSIONAL SERVICES AGREEMENT - 4
($20,000 or Less)
CONTRACTOR:
By
Print Name
[151 Member
Matthew Lundh
(title)
DATE : JulV 17 ,2020
CITY OF KENT:
By
Print Name:Derek Matheson
Chief Administrative OfficerIts:
DATE:t\)
NOTICES TO BE SENT TO:
CONTRACTOR:
Matthew Lundh
Sermo Digital
7605 SE 27th St #204
Mercer Island, WA 98040
(509) 20L-7 402 (telephone)
N/A (facsimile)
NOTICES TO BE SENT TO:
CITY OF KENT:
Bailey Stober
City of Kent
220 Fourth Avenue South
Kent, WA 98032
(253) 856-57 t4 (telephone)
(253) N/A (facsimile)
ATTEST:
Kent City Clerk
DECLARATION
CITY OF KENT EQUAL EMPLOYMENT OPPORTUNITY POLICY
The City of Kent is committed to conform to Federal and State laws regarding equal opportunity.
As such all contractors, subcontractors and suppliers who perform work with relation to this
Agreement shall comply with the regulations of the City's equal employment opportunity policies.
The following questions specifically identify the requirements the City deems necessary for any
contractor, subcontractor or supplier on this specific Agreement to adhere to. An affirmative
response is required on all of the following questions for this Agreement to be valid and binding.
If any contractor, subcontractor or supplier willfully misrepresents themselves with regard to the
directives outlines, it will be considered a breach of contract and it will be at the City's sole
determination regarding suspension or termination for all or part of the Agreement;
The questions are as follows:
1. I have read the attached City of Kent administrative policy number 1.2
2 During the time of this Agreement I will not discriminate in employment on the basis of sex,
race, color, national origin, age, or the presence of all sensory, mental or physical disability.
During the time of this Agreement the prime contractor will provide a written statement to
all new employees and subcontractors indicating commitment as an equal opportunity
employer.
During the time of the Agreement I, the prime contractor, will actively consider hiring and
promotion of women and minorities.
5 Before acceptance of this Agreement, an adherence statement will be signed by me, the
Prime Contractor, that the Prime Contractor complied with the requirements as set forth
above.
By signing below, I agree to fulfill the five requirements referenced above.
3
4
Dated 16;s 17th day of
By:
July 2020 .
For . Sermo Digital LLC
Title: Member
Date:July 17, 2020
EEO COMPLIANCE DOCUMENTS - 1
CITY OF KENT
ADMINISTRATIVE POLICY
NUMBER: L.2 EFFECTIVE DATE: January 1, 1998
SUBJECT:MINORIry AND WOMEN
CONTRACTORS
SUPERSEDES: April 1, 1996
APPROVED BY Jim White, Mayor
POLICY:
Equal employment opportunity requirements for the City of Kent will conform to federal and state
laws. All contractors, subcontractors, consultants and suppliers of the City must guarantee equal
employment opportunity within their organization and, if holding Agreements with the City
amounting to $10,000 or more within any given year, must take the following affirmative steps:
1. Provide a written statement to all new employees and subcontractors indicating
commitment as an equal opportunity employer.
2. Actively consider for promotion and advancement available minorities and women
Any contractor, subcontractor, consultant or supplier who willfully disregards the City's
nondiscrimination and equal opportunity requirements shall be considered in breach of contract
and subject to suspension or termination for all or part of the Agreement.
Contract Compliance Officers will be appointed by the Directors of Planning, Parks, and public
Works Departments to assume the following duties for their respective departments.
1. Ensuring that contractors, subcontractors, consultants, and suppliers subject to these
regulations are familiar with the regulations and the City's equal employment opportunity
policy.
2. Monitoring to assure adherence to federal, state and local laws, policies and guidelines.
EEO COMPLIANCE DOCUMENTS - 2
CITY OF KENT
EQUAL EMPLOYMENT OPPORTUNITY COMPLIANCE STATEMENT
This form shall be filled out AFTER COMPLETION of this project by the Contractor awarded the
Agreement.
I, the undersigned, a duly represented ag ent of Sermo Digital LLC
Company, hereby acknowledge and declare that the before-mentioned company was the prime
contractor for the Agreement known .r Digital Consulting Services that was entered into on
t 17th of July 2O2O (date), between the firm I represent and the City of
Kent
I declare that I complied fully with all of the requirements and obligations as outlined in the City
of Kent Administrative Policy 1.2 and the Declaration City of Kent Equal Employment Opportunity
Policy that was part of the before-mentioned Agreement.
Dated 16;5 17th day of Julv 2020
By:
For:Sermo Digital LLC
Tile: Member
Date: July 17, 2O2O
EEO COMPLIANCE DOCUMENTS - 3