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HomeMy WebLinkAboutAgreement A-19-178-2 with Two Q Inc..pdf- 1 - 1 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 AMENDMENT II TO AGREEMENT THIS AMENDMENT, hereinafter referred to as “Amendment II”, is made and entered into this ______ day of ____________, 2021, by and between COUNTY OF FRESNO, a Political Subdivision of the State of California, hereinafter referred to as “COUNTY”, and TWO Q, INC., a California Corporation, whose address is 7589 North Wilson Avenue, Suite 103, Fresno, CA 93711, hereinafter referred to as “CONTRACTOR” (collectively as “parties”). WHEREAS, COUNTY and CONTRACTOR entered into certain Agreement, identified as COUNTY Agreement No. 19-178, effective April 23, 2019, and COUNTY Amendment No. 19-178-1, effective February 25, 2020, herein collectively referred to as COUNTY Agreement 19-178, whereby, CONTRACTOR agreed to provide full service advertising and media communications services and market research, as specified in COUNTY Agreement No. 19-178; and WHEREAS, COUNTY desires to amend the Agreement to add funding to provide advertising and media communication services for Substance Use Disorder (SUD) awareness campaigns on the dangers of Fentanyl and the lifesaving drug Narcan; and WHEREAS, the parties desire to amend the Agreement regarding changes as stated below and restate the Agreement in its entirety. NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, COUNTY and CONTRACTOR agree as follows: 1.That in the existing COUNTY Agreement No. 19-178, all text in reference to “Revised Exhibit A” shall be changed to read “Revised Exhibit A-1”, which is attached hereto and incorporated herein by this reference. 2.That in the existing COUNTY Agreement No. 19-178, all text in reference to "Revised Exhibit B” shall be changed to read " Revised Exhibit B-1”, which is attached hereto and incorporated herein by this reference. 3.That the existing COUNTY Agreement No. 19-178, Page Three (3), Line Six (6) beginning with the word “For” and ending on Page Three (3), Line Twenty-Five (25) with “CONTRACTOR.”, be deleted in its entirety and replaced with the following: “For actual services provided as identified in the terms and conditions of this Agreement 11th May Agreement No. 19-178-2 - 2 - 1 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 and Revised Exhibit A-1, COUNTY agrees to pay CONTRACTOR and CONTRACTOR agrees to receive compensation as identified in Revised Exhibit B-1, “Budget Summary” attached hereto and incorporated herein to this Agreement. Payments shall be made upon certification or other proof satisfactory to COUNTY’s DBH that services have actually been performed by CONTRACTOR as specified in this Agreement. The maximum amount payable to CONTRACTOR for the period of effective upon execution through June 30, 2019 shall not exceed One Hundred Ninety Thousand and No/100 Dollars ($190,000.00). The maximum amount payable to CONTRACTOR for the period of July 1, 2019 through June 30, 2020 shall not exceed Eight Hundred Thousand and No/100 Dollars ($800,000.00). If this Agreement is extended for an addition twelve (12) month renewal period beginning July 1, 2020 through June 30, 2021, the maximum amount payable to CONTRACTOR for said period shall not exceed Seven Hundred Sixty Thousand and No/100 Dollars ($760,000.00). If this Agreement is extended for an addition twelve (12) month renewal period beginning July 1, 2021 through June 30, 2022, the maximum amount payable to CONTRACTOR for said period shall not exceed Seven Hundred Twenty Thousand and No/100 Dollars ($720,000.00). The cumulative total of this Agreement shall not be in excess of Two Million, Four Hundred Seventy Thousand and No/100 Dollars ($2,470,000.00). It is understood that all expenses incidental to CONTRACTOR’s performance of services under this Agreement shall be borne by CONTRACTOR.” 4.That the existing COUNTY Agreement No. 19-178, Page Seven (7), Line Two (2) beginning with the word “Without” and ending on Page Nine (9), Line Three (25) with “better.”, be deleted in its entirety and replaced with the following: “Without limiting the COUNTY's right to obtain indemnification from CONTRACTOR or any third parties, CONTRACTOR, at its sole expense, shall maintain in full force and effect, the following insurance policies or a program of self-insurance, including but not limited to, an insurance pooling arrangement or Joint Powers Agreement (JPA) throughout the term of the Agreement: /// - 3 - 1 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 A.Commercial General Liability Commercial General Liability Insurance with limits of not less than Two Million Dollars ($2,000,000) per occurrence and an annual aggregate of Four Million Dollars ($4,000,000). This policy shall be issued on a per occurrence basis. COUNTY may require specific coverages including completed operations, product liability, contractual liability, Explosion-Collapse-Underground, fire legal liability or any other liability insurance deemed necessary because of the nature of the Agreement. B.Automobile Liability Comprehensive Automobile Liability Insurance with limits no less than One Million Dollars ($1,000,000) per accident for bodily injury and property damage. Coverage should include any automobile used in connection with this Agreement. If CONTRACTOR employees are not covered by CONTRACTOR automobile liability insurance policy, CONTRACTOR shall ensure that each employee as part of this Agreement procures and maintains their own private automobile coverage in force during the term of this Agreement, at the employee’s sole cost and expense. C.Professional Liability If CONTRACTOR employs licensed professional staff (e.g. Ph.D., R.N., L.C.S.W., L.M.F.T., etc.) in providing services, Professional Liability Insurance with limits of not less than One Million Dollars ($1,000,000) per occurrence, Three Million Dollars ($3,000,000) annual aggregate. CONTRACTOR agrees that it shall maintain, at its sole expense, in full force and effect for a period of three (3) years following the termination of this Agreement, one or more policies of professional liability insurance with limits of coverage as specified herein. D.Worker's Compensation A policy of Worker's Compensation insurance as may be required by the California Labor Code. E. Sexual Abuse / Molestation CONTRACTOR shall have either separate policy or an umbrella policy with endorsements covering sexual abuse/molestation coverage or have a specific endorsement on their General Commercial liability policy covering sexual abuse/molestation. The policy limits for this policy shall be One Million Dollars ($1,000,000) per occurrence with a Two Million Dollars ($2,000,000) annual aggregate. The policy shall be on a per occurrence basis. CONTRACTOR shall obtain endorsements to the Commercial General Liability insurance naming the County of Fresno, its officers, agents, and employees, individually and collectively, as additional insured, but only insofar as the operations under this Agreement are - 4 - 1 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 concerned. Such coverage for additional insured shall apply as primary insurance and any other insurance, or self insurance, maintained by COUNTY, its officers, agents and employees shall be excess only and not contributing with insurance provided under CONTRACTOR's policies herein. This insurance shall not be cancelled or changed without a minimum of thirty (30) days advance written notice given to COUNTY. CONTRACTOR hereby waives its right to recover from COUNTY, its officers, agents, and employees any amounts paid by the policy of worker’s compensation insurance required by this Agreement. CONTRACTOR is solely responsible to obtain any endorsement to such policy that may be necessary to accomplish such waiver of subrogation, but CONTRACTOR’s waiver of subrogation under this paragraph is effective whether or not CONTRACTOR obtains such an endorsement. Within thirty (30) days from the date each CONTRACTOR signs this Agreement, said CONTRACTOR shall provide certificates of insurance and endorsements as stated above for all of the foregoing policies, as required herein, to the County of Fresno, Department of Behavioral Health, 1925 E. Dakota Ave, Fresno, California, 93726, Attention: Public Behavioral Health Division, stating that such insurance coverages have been obtained and are in full force; that the County of Fresno, its officers, agents and employees will not be responsible for any premiums on the policies; that for such worker’s compensation insurance the CONTRACTOR has waived its right to recover from the COUNTY, its officers, agents, and employees any amounts paid under the insurance policy and that waiver does not invalidate the insurance policy; that such Commercial General Liability insurance names the County of Fresno, its officers, agents and employees, individually and collectively, as additional insured, but only insofar as the operations under this Agreement are concerned; that such coverage for additional insured shall apply as primary insurance and any other insurance, or self- insurance, maintained by COUNTY, its officers, agents and employees, shall be excess only and not contributing with insurance provided under CONTRACTOR policies herein; and that this insurance shall not be cancelled or changed without a minimum of thirty (30) days advance, written notice given to COUNTY. In the event CONTRACTOR fails to keep in effect at all times insurance coverage as herein provided, COUNTY may, in addition to other remedies it may have, suspend or terminate this - 5 - 1 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 Agreement upon the occurrence of such event. All policies shall be with admitted insurers licensed to do business in the State of California. Insurance purchased shall be from companies possessing a current A.M. Best, Inc. rating of A FSC VII or better.” 5.COUNTY and CONTRACTOR agree that this Amendment is sufficient to amend the Agreement and, that upon execution of this Amendment II, the Agreement, Amendment I and this Amendment II together shall be considered the Agreement. The Agreement, as hereby amended, is ratified and continued. All provisions, terms, covenants, conditions and promises contained in the Agreement and not amended herein shall remain in full force and effect. /// /// /// /// /// /// /// /// /// /// /// /// /// /// /// /// /// /// IN WITNESS WHEREOF, the parties hereto have executed this Amendment II to 2 COUNTY Agreement No . 19-1 78 as of the day and year first hereinabove written. 3 4 5 6 TWO Q, Inc. /.-l rt l V[,/4_#-J Steve randau , Chairman of the Board of Supervisors of the County of Fresno 7 1~-.:....:;_~~!.-~.;...;;.;;.~0~l~v~zVtl__/ Print Name & Title 8 9 6f0 J · ~-l; \s,tl I,-· J <:. l (P.) -1--4-........::~c.....:-----....;...~-~,...:,---=~ 10 11 12 Mailing Addres ATTEST: Bernice E . Seidel Clerk of the Board of Supervisors County of Fresno, State of Californ ia 13 [',h /A 14 ,..._~~,.._,~~---By : _d.~~,A~o.·,.L) ~l~L..~~~L~---- 15 Signature) oee ty 16 1-1-----'-":>C:.JC.:.,..::c.=-UJ.'-'-tlL·L.L'-'-'-'..__ ____ _ Print Name 17 18 19 2 0 21 22 23 24 25 26 27 28 Title : Secretary (of Corp any Assistant Sec ary , or Chief Financial Officer , or any Assistant Treasurer FOR ACCOUNTING USE ONLY : Fund : 0001 Subclass : 10000 ORG : 56304564 , 56304792 ,56302080 Account: 7295 Fiscal Year FY 2018 -19 FY 2019-20 FY 2020-21 FY 2021-22 56304564 $190 ,000 $760,000 $700 ,000 $700 ,000 Total $2 ,350 ,000 56304792 $40 ,000 $30 ,000 $70,000 56302080 $30,000 $20 ,00 0 $50 ,000 • 6 • To1fil $190 ,000 $800,000 $760,000 $720,000 $2,470 ,000 Revised Exhibit A - 1 Page 1 of 6 Summary of Services ORGANIZATION: JP MARKETING, A DIVISION OF TWO Q, INC. SERVICE: MARKETING, ADVERTISING AND CONSULTATION SERVICES ADDRESS: 7589 N WILSON AVE STE 103 FRESNO CA 93711 OFFICE TELEPHONE: 559-438-2180 CONTACTS: Michele Meisch, Client Services Director 559 804 0360 EMAIL: michele@jpmktg.com CONTRACT PERIOD: Effective upon execution – June 30, 2019 $190,000 July 1, 2019 – June 30, 2020 $800,000 July 1, 2020 – June 30, 2021 $760,000 July 1, 2021 – June 30, 2022 $720,000 AMOUNT: Total $2,470,000 Summary of Services JP Marketing henceforth referred to as CONTRACTOR, shall work with the Department to create media campaigns focusing on suicide prevention, mental health awareness, reducing the stigma around mental illness, prevention of substance use disorder and access to substance use disorder services. They will also assist in the creation of a comprehensive communication plan for the department as well as the Fresno Suicide Prevention Collaborative, which will lay the foundation for all communication and marketing efforts pertaining to public relations and internal processes. The behavioral health community demographic has proven particularly difficult to reach in past marketing efforts leading to the need for further research. The research should include concentrated focus groups that represent the different population groups of Fresno County including rural, urban, as well as different age, and cultural groups. Contractor’s Responsibilities Projects & Timelines A.A Comprehensive Department of Behavioral Health Communication Plan – CONTRACTOR will create a practical written Comprehensive Communications Plan based on research within 60 days of contract execution and each subsequent renewal year. The plan will guide the department with internal and external communication including branding guidelines, procedures for announcements that include multi-media, social media, and all written material. The plan will guide all contracted provider communication efforts to match the department. Timeline – April, May, June Fiscal Year 18/19 and revisited in FY 20/21 and 21/22. Revised Exhibit A - 1 Page 2 of 6 B.Annual Comprehensive Fresno County Suicide Prevention Collaborative Communication Plan – Contractor will create a practical written Comprehensive Communications Plan based on research within 60 days of contract execution and each subsequent renewal year. The plan will guide the collaborative with internal and external communication including branding guidelines, procedures for announcements that include multi-media, social media, and all written material. The plan will guide all communication efforts for all workgroups in the collaborative. Timeline – April, May, June Fiscal Year 18/19 and revisited in FY 20/21 and 21/22. C.Suicide Prevention Media Campaign – CONTRACTOR will create new ads and use existing ads to educate residents on suicide prevention and available community resources. Campaign may target the following populations but are not limited to youth ages 12-18, parents, middle aged white and Latino males, middle aged white and Latino females, the LGBTQ community, and veterans. Campaign will be yearlong with increased efforts in August, September, and October. Timeline – Start upon Contract Execution FY 18/19, Year Round in Fiscal Years 19/20, FY 20/21, and FY 21/22. D.Mental Health Awareness Campaign – CONTRACTOR will develop and produce advertising campaigns, which may include TV, radio, newspaper, outdoor and digital platforms. CONTRACTOR will develop and produce other public service announcements as necessary. The campaign will focus on bringing awareness on the importance of Mental Health access, services, and first steps. Heavy campaign push in April, May, and June. Timeline – Start upon Contract Execution FY 18/19, and April, May, June of Fiscal Years 19/20, 20/21, and 21/22. E.Mental Health Stigma Reduction Campaign – CONTRACTOR will develop and produce advertising campaigns, which may include TV, radio, newspaper, outdoor and digital platforms. CONTRACTOR will develop and produce other public service announcements as necessary. The campaign will focus on reducing the negative stigma surrounding Mental Illness. Campaign push in March, April, May, September, October, and November. Timeline – Start upon Contract Execution FY 18/19, and April, May, June, September, October, November of Fiscal Years 19/20, 20/21, and 21/22. F.Substance Use Disorder Prevention Campaigns - Develop and produce advertising campaigns, which may include TV, radio, newspaper, outdoor and digital platforms. Develop and produce other public service announcements as necessary. Two prevention campaigns will be provided: 1) Substance Use Disorder Prevention Campaign; and 2) Substance Use Disorder Campaign on Fentanyl Prevention and Narcan Awareness. Revised Exhibit A - 1 Page 3 of 6 1)Substance Use Disorder Prevention Campaign – The campaign will focus on Substance Use Disorder prevention efforts throughout Fresno County. Timeline – March, April, November, December of Fiscal Years 19/20, 20/21, and 21/22. 2)Substance Use Disorder Campaign on Fentanyl Prevention and Narcan Awareness - The campaign will focus on the drug Fentanyl and what steps the general public, people who use drugs, loved ones and professionals can take to reduce risk for overdose. The campaign will also provide awareness and education on the Behavioral Health Access Line (1-800-654-3937) and the prescription drug Narcan, which may reverse an opioid overdose. Contractor will develop a series of media activities, including but not limited to, advertising on social media platforms, YouTube informational videos for parents and professionals that can be tagged to schools or other public entity websites, bus wraps, billboards and/or a series of public service announcements through local television and radio stations. Subject matter may include, but would not be limited to, the following: I.Targeting youth in at-risk environments through outreach efforts designed to: a.Inform youth and their parents of the dangers of fentanyl use and encourage them to take advantage of substance use disorder treatment services; b.Inform and educate youth and their parents of Narcan and how it is used to reverse overdose; c.Educate parents and professionals who work in public systems already serving youth with alcohol and other drug problems, such as schools, child welfare, public health, mental health, and juvenile justice on recognizing the signs of opioid use disorder; d.Educate these systems on how to assist youth with accessing available treatment services through the Fresno County substance use disorder system of care; and/or e.Inform youth and parents about creating safe spaces and how this can be used as an opportunity to maintain open dialog with youth. II.Target pregnant and/or parenting women through outreach efforts designed to: a.Inform and educate pregnant and/or parenting women about the dangers of substance use on themselves and their children; and/or b.Inform pregnant and/or parenting women of available substance use disorder services and how to access them. III.General substance use disorder system of care awareness: a.Access options for anyone in need of substance use treatment services; and/or b.General informing materials how to access Narcan and education for the general public. Revised Exhibit A - 1 Page 4 of 6 The County will work with Contractor to select subject matter and targeted populations for each media activity. The County will work with Contractor to provide analytics and metrics to measure the success of campaigns. Timeline – May and June of Fiscal Year 20/21 and throughout Fiscal Year 21/22. G.Substance Use Disorder Access Campaign – CONTRACTOR will develop and produce advertising campaigns, which may include TV, radio, newspaper, outdoor and digital platforms. Develop and produce other public service announcements as necessary. The campaign will focus on access to services for Substance Use Disorder and promote the Behavioral Health Access Line 1 800 654-3937. Campaign push in May, June, October, and November. Timeline – May, June, October, November of Fiscal Years 19/20, 20/21, and 21/22. H.Market Research Groups - The diverse behavioral health demographics has proven particularly difficult to reach in past marketing efforts leading to the need for further research. The research should include concentrated focus groups that represent the different population groups of Fresno County including rural, urban, as well as different age and cultural groups. Timeline - February, March Fiscal Year 19/20 and September, October Fiscal Year 20/21. Activities/Tasks A.Meetings - The CONTRACTOR will facilitate meetings with Department staff from selected programs to identify program procedures, requirements, and goals related to media and educational campaigns and projects. B.Review Partnerships - The CONTRACTOR will review the Department’s existing partnerships with other agencies and existing educational materials for opportunities to enhance and integrate complementary messages countywide. C.Research - The CONTRACTOR will identify target audiences, specific messages, and distribution networks to reach program goals as well as determine the most timely and cost-effective methods to do so. This will be done by conducting message testing and campaign resonance, through focus groups and pre and post testing. Includes all hard costs associated with research. D.Data Reporting - The CONTRACTOR will design measures to assess changes in public attitudes, perceptions, and behavior, especially among target and priority populations, to improve the effectiveness of campaigns and materials, and to demonstrate campaign outcomes. Assessments may include but are not limited to impressions reports, pre/post test results, and/or focus groups. E.Ad Development & Placement - Develop multimedia ads and possibly utilize premade campaigns for various audiences. Place created ads in most advantageous locations as to maximize awareness for campaign message. Revised Exhibit A - 1 Page 5 of 6 F.Cultural Needs - Customize and/or develop and place TV and radio ads in English, Spanish, and Hmong. G.Website - Recommend improvements to the DBH, fresnocares.org, centralvalleyopioidsafety.org websites as well as other websites as they arise. Also assist in the creation of landing pages for special events as needed. H.Social Media - Integrate messages across platforms, including the Department’s website and social media pages, as appropriate. Assist in best practices when it comes to messaging as well as procedures for posting information. I.Media Buys - Place advertisements with identified distribution networks using cost- effective media buying strategies and leveraging available resources. This can include broadcast television, radio, signage, online, and other media outlets. J.Integrate - Integrate the Departments assets of media production for cost-saving purposes, locate deficits, and assist in overall development of media outreach. K.Each Mind Matters - Integrate the California state initiative called “Each Mind Matters” whenever possible. L.Creative Material Creation - Create new factsheets, flyers, and/or infographics that the department will own the rights to for distribution. M.News Releases - Recommend and review news releases, media advisories, interview talking points and related earned-media communications, as appropriate, to build and maintain public awareness and credibility. N.Training & Technical Assistance - Provide training and technical assistance to Department staff as necessary on creating compelling, newsworthy pieces to increase public awareness of health topics, and to influence positive changes at the individual and systemic levels. O.Training – Contractor may be asked to attend trainings around Mental Health & Substance Use Disorder issues. P.Internal Communications - Support Department internal communications to create an inclusive, service-oriented culture in which employees feel supported, valued and driven in the pursuit of the Department’s mission. Q.Cultural Understanding - Assist in designing all necessary documents translated in Fresno County’s threshold languages of Spanish & Hmong for easiness of understanding. R.Preferred Terms - Working in collaboration with the DBH Cultural Humility Committee, develop a list of preferred terms in Spanish & Hmong that allow for best understanding. Compliance with County & Data Capturing A.CONTRACTOR shall comply with all contract monitoring and compliance protocols, procedures, data collection methods, and reporting requirements conducted by the COUNTY. B.Data Capture – CONTRACTOR will set up appropriate data capture for all of the above projects. Capture should include online analytics, ratings reports, and any other data capturing methods. C.Data Reporting - CONTRACTOR will go over the data for recommended next steps and assist the department in making necessary changes to future campaigns. Contractor may be asked to make presentations to all department staff, small groups, and at special events as needed. Revised Exhibit A - 1 Page 6 of 6 COUNTY’s Responsibilities A.Meetings – DBH staff will work with contractor to schedule weekly meetings that may be in person or by phone. The meetings are used to check in, assess projects, receive feedback, and strategize next steps. B.Material – DBH staff will provide current assets to contractor including produced videos, graphics, logos, etc. Revised Exhibit B-1 Page 1 of 1 TEAM MEMBER TITLES ASSIGNED CAMPAIGN PROJECT SERVICE FY 2018-19 (4/9/19-6/30/19)FY 2019-20 FY 2020-21 FY 2021-22 Creative Director, Art Director, Graphic Designer, Web Designer, Copywriter, Photographer, Production Manager, Admin Support, Subject Matter Expert, Billing Manager Creative Services - create ads to support the media plan; turnkey production services including translation; possibly specific landing page or microsite, includes all hard costs associated with creative projects. $31,355 $129,000 $49,000 $50,000 President, Subject Matter Expert, Director of Account Services, Account, Manager, Account Coordinator, Admin Support, Billing Manager Research - conduct message testing and campaign resonance, includes all hard costs associated with research. $8,400 $75,000 $65,000 $40,000 Media Buyer, Media Director, Billing Manager Media Buy - media planning, negotiating, reconciling and billing; includes all mediums and possible sponsorships $115,500 $450,000 $533,000 $524,000 Director of Account Services, Account Manager, Account Coordinator, Billing, Manager, Production Manager Account Management - task management, meetings, reporting and billing. Includes any and all travel to and from client meetings. $17,798 $75,000 $50,000 $46,000 President, Subject Matter Expert, Director of Account Services, Account, Manager, Account Coordinator, Admin Support, Billing Manager Strategy - overall messaging and positioning support; includes direction for fresnocares.org website and other activities that support the campaign goals. $4,200 $16,000 $17,000 $16,500 Production Manager, Director of Account Services, Account Manager, Account, Coordinator, Admin Support, Billing Manager Printing & Distribution - printing and production for materials for community distribution by FCDBH and partners; in coordination with Access to Services campaign. $5,292 $25,000 $22,000 $20,500 PR / Outreach / Social Media, Director of Account Services, Account Manager, Account Coordinator, Billing Manager, Admin Support Outreach - collaboration with community partners; in coordination with Access to Services campaign. Includes all hard costs such as PR Wire costs. $3,570 $15,000 $17,000 $16,000 Subject Matter Expert, Admin Support, Copywriter, Creative Director Copywriting - technical writing by subject matter expert consultant; editing and approval facilitation $3,885 $15,000 $7,000 $7,000 Total $190,000 $800,000 $760,000 $720,000 Fresno County Department of Behavioral Health JP Marketing - Media Communications and Advertising Services Budget