CITY OF POMONA
AGREEMENT FOR PROFESSIONAL SERVICES
THIS AGREEMENT (“AGREEMENT”) is entered into on January 5, 2026 (“Effective Date”) by and between the CITY OF POMONA (“the CITY”) and WESTBOUND COMMUNICATIONS, INC., a S-Corporation (“CONSULTANT”), with its primary business location at 3649 Mission Inn Avenue, First Floor Rotunda, Riverside, CA 92501. The CITY and CONSULTANT may be individually referred to herein as the Party and collectively as the Parties.
RECITALS
WHEREAS, the CITY desires to engage CONSULTANT to provide public information and awareness communication services related to a City-initiated ballot measure (the “Project”);
WHEREAS, CONSULTANT is willing to perform the services defined herein for the Project; and
WHEREAS, CONSULTANT represents that the principal representative stated below is authorized to act as such on behalf of CONSULTANT.
NOW, THEREFORE, the Parties agree as follows:
1. TERM. This AGREEMENT is entered into on the effective date and shall continue until completion of the Project, or June 30, 2026, whichever occurs first. An amendment to extend the term of this AGREEMENT shall require a written amendment fully executed by the Parties at least 30 days prior to the date the AGREEMENT expires.
2. REPRESENTATIVES OF THE PARTIES AND SERVICE OF NOTICE. The representatives of the Parties who are primarily responsible for the administration and performance of the AGREEMENT, and to whom formal notice, demands and communications must be given, are as follows:
A. The principal representative of the CITY is:
Mark Gluba, Assistant City Manager
City of Pomona
505 South Garey Avenue
Pomona, CA 91766
(909) 620-2448
B. The principal representative of the CONSULTANT is:
Carrie Gildreth, CEO/Partner
Westbound Communications, Inc.
3649 Mission Inn Avenue, First Floor
Rotunda, Riverside, CA 92501
(909) 567-7391
C. Formal notices, demands , and communications to be given hereunder by either party must be made in writing and effected by personal delivery or by mail. Formal notices and demands sent by email or facsimile are not valid.
D. If the name of the principal representative designated to receive the notices, demands, or communications, or the address of such person, is changed, written notice shall be given within five calendar days of said change.
3. RETENTION. The CITY retains CONSULTANT to provide citywide impartial voter communication services in accordance with this AGREEMENT. CONSULTANT agrees to render such services on the terms and conditions stated herein.
4. SCOPE OF SERVICES. The scope of services to be provided is set forth in the attached Scope of Services, which is made Exhibit "A" to this AGREEMENT.
5. COMPENSATION. The CITY agrees to pay CONSULTANT for the services set forth in the aforementioned Scope of Services.
A. CONSULTANT agrees that the fees for services may not exceed the authorized amount of $74,985, as set forth in Exhibit “B,” attached hereto, unless the CITY has given specific advance approval in writing.
B. Within 30 days of receipt of invoices, the CITY will pay undisputed invoice balances. Within 30 days of receipt of invoices the CITY will notify CONSULTANT of any disputed amount.
C. Withholding Compensation.
1. After the CITY gives CONSULTANT a notice of a performance deficiency, including a time for correcting deficient performance, the CITY may, it its sole option, withhold compensation for nonperformance when CONTRACTOR fails to correct performance deficiencies.
2. Ongoing or recurring deficiencies are considered separate non- performance events each time CONSULTANT fails to correct deficiencies, after which each day is an additional occurrence subject to withholding of compensation.
6. INDEPENDENT CONTRACTOR.
A. CONSULTANT is an independent contractor. As such, CONSULTANT has no power or authority to incur any debt, obligation or liability on behalf of the CITY , unless such authority is expressly conferred under this AGREEMENT. Further, CONSULTANT is not entitled to any benefit typically associated with an employee such as medical, sick leave, retirement, or vacation benefit. CONSULTANT expressly waives any claim to any such right.
B. The personnel performing services under this AGREEMENT on behalf of CONSULTANT will, at all-times be under CONSULTANT's exclusive direction and control.
Neither the CITY , nor any of its employees, have any control over the manner, mode, or means by which C ONSULTANT, its agents, or its employees, perform the services required herein, except as otherwise stated in this AGREEMENT. The CITY has no voice
in the selection, discharge, supervision or control of CONSULTANT’s employees, representatives, or agents, or in fixing their number, compensation, or hours of service.
C. CONSULTANT will perform services under this AGREEMENT as an independent contractor and will, at all times, remain a wholly independent contractor. The CITY does not, in any way or for any purpose, become, nor may it be deemed a partner of CONSULTANT in the latter’s business or otherwise a joint venture or member of any joint enterprise with CONSULTANT.
6. ECONOMIC INTEREST STATEMENT. CONSULTANT hereby acknowledges that, in accordance with Government Code Section 87300 and the Conflict of Interest Code adopted by the CITY hereunder, CONSULTANT is designated in said Conflict of Interest Code and is therefore required to file an Economic Interest Statement (Form 700) with the City Clerk, for each employee providing advice under this Agreement, prior to the commencement of work. The extent of CONSULTANT’s disclosure requirements is set forth in the Written Determination of the City Manager of the CITY , attached hereto as Exhibit "C."
7. PERS INDEMNITY.
A. In the event CONSULTANT or any employee, agent, or subcontractor of CONSULTANT providing services under this Agreement claims or is determined by a court of competent jurisdiction or the California Public Employees Retirement System (PERS) to be eligible for enrollment in PERS as an employee of the CITY , CONSULTANT will indemnify, defend , and hold harmless the City for the payment of any employee and/or employer contributions for PERS benefits on behalf of CONSULTANT or its employees, agents, or subcontractors, as well as for the payment of any penalties and interest on such contributions, which would otherwise be the responsibility of City.
B. Notwithstanding any other agency, state or federal policy, rule, regulation, law, or ordinance to the contrary, CONSULTANT and any of its employees, agents, and subcontractors providing service under this Agreement do not qualify for or become entitled to, and hereby agree to waive any claims to, any compensation, benefit, or any incident of employment by the CITY , including but not limited to eligibility to enroll in PERS as an employee of the CITY and entitlement to any contribution to be paid by the CITY for employer contribution or employee contributions for PERS benefits.
C. CONSULTANT is solely responsible for compliance with PERS restrictions applicable to any of CONSULTANT's employees, agents, or subcontractors.
8. INDEMNITY AND INSURANCE.
A. INDEMNITY . CONSULTANT hereby agrees to protect, indemnify and hold the CITY OF POMONA including its elected or appointed officials, directors, employees, employees and volunteers AND LOS ANGELES COUNTY free and harmless from any and all losses, claims, liens, demands and causes of action of every kind and character including, but not limited to, the amounts of judgment, interests, court costs, legal fees, expert costs, expert fees and all other expenses incurred by the CITY to the maximum extent allowed by law arising in favor of any party, including claims, liens, debts, personal injuries including employees of the CITY , death or damages injuries, including employees of the CITY , death or damages to property (including property of the CITY) and without limitation by enumeration, all other claims or demands of every character occurring or arising directly out of or as a consequence of the
performance of the work performed hereunder, except only such injury to persons or damage to property due or claimed to be due to the sole negligence of the CITY . This provision is not intended to create any cause of action in favor of any third party against CONSULTANT or the CITY or to enlarge in any way the CONSULTANT's liability but is intended solely to provide for indemnification of the CITY for liability for damages or injuries to third persons or property arising from CONSULTANT's negligent performance hereunder.
B. INSURANCE. CONSULTANT will procure and maintain at all times during the term of this AGREEMENT insurance as set forth in Exhibit "D" attached hereto.
9. PREVAILING WAGE LAW. CONSULTANT is aware of the requirements of California Labor Code Section 1720, et seq. and 1770, et seq., as well as California Code of Regulations, Title 8, Section 16000, et seq., (“Prevailing Wage Laws”), which require the payment of prevailing-wage rates and the performance of other requirements on “public works” and “maintenance” projects. If the Services are being performed as part of an applicable “public works” or “maintenance” project, as defined by the Prevailing Wage Laws, and the total compensation is $1,000 or more, CONSULTANT agrees to fully comply with such Prevailing Wage Laws. Moreover, as required by Labor Code 1860, CONSULTANT shall secure the payment of compensation to CONSULTANT’s employees in accordance with the provisions of Labor Code Section 3700. CONSULTANT shall obtain a copy of the prevailing rates of per diem wages at the commencement of the Agreement from the website of the Division of Labor Statistics and Research of the Department of Industrial Relations located at www.dir.ca.gov/dlsr/. CONSULTANT shall make copies of the prevailing rates of per diem wages for each craft, classification or type of worker needed to execute the Services available to interested parties upon request, and shall post copies at CONSULTANT’s principal place of business and at the project site. CONSULTANT shall defend, indemnify and hold the CITY , its officials, officers, employees, agents, and volunteers free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws.
REGISTRATION. If the Services are being performed as part of an applicable “public works” or “maintenance” project, then under Labor Sections 1725.5 and 1771.1, the CONSULTANT and all sub consultants must be registered with the Department of Industrial R elations, CONSULTANT shall maintain registration for the duration of the project and require the same of any sub consultants, and this project is subject to compliance monitoring and enforcement by the Department of Industrial Relations. It shall be CONSULTANT’s sole responsibility to comply with all applicable registration and labor compliance requirements. Notwithstanding the foregoing, the registration requirements mandated by Labor Code sections 1725.5 and 1771.1 shall not apply to work performed on a public works project that is exempt pursuant to the small project exemption specified in Labor Code sections 1725.1 and 1771.1.
10. OWNERSHIP OF WORK PRODUCT. All reports, documents, or other written material developed by CONSULTANT in the performance of this AGREEMENT are and remain the property of the CITY without restriction or limitation on their use or dissemination by the CITY . Such material may not be the subject of a copyright application by CONSULTANT. Any re-use by CITY of any such materials on any project other than the project for which they were prepared is at the sole risk of CITY unless CITY compensates CONSULTANT for such use.
11. CONFIDENTIALIT.Y Employees of CONSULTANT, in the course of their duties, might have access to financial, accounting, statistical, and personnel data of private individuals and employees of the CITY . CONSULTANT covenants that all data, documents, discussion, or other information developed or received by CONSULTANT or provided for performance of this
AGREEMENT are deemed confidential and shall not be disclosed by CONSULTANT without written authorization by the CITY . The CITY shall grant such authorization if disclosure is required by law.
All CITY data shall be returned to the CITY upon the termination of this AGREEMENT.
CONSULTANT's covenant under this Section survives the termination of this AGREEMENT.
12. TERMINATION FOR CONVENIENCE. The CITY may terminate this AGREEMENT at any time without cause by giving 30 calendar days' written notice to CONSULTANT of such termination and specifying the effective date thereof. If this AGREEMENT is terminated as provided herein, CONSULTANT will be paid only the total amount equal to the service that CONSULTANT has provided, to the CITY's satisfaction, as determined solely by the CITY , as of the termination date. In no event may the amount payable upon termination exce ed the total maximum compensation provided for in this AGREEMENT or the value of services provided as of date of termination.
13. TERMINATION FOR CAUSE. If for any reason, CONSULTANT fails to fulfill in a timely and proper manner its obligation under this AGREEMENT, or if CONSULTANT violates any of the covenants or stipulations of this AGREEMENT, the CITY then has the right to terminate this AGREEMENT by giving a five-calendar-day written notice to CONSULTANT. The notice must refer to this clause, specify the nature of the alleged default, and specify the effective date of the termination. CONSULTANT will be paid a total amount equal to the service CONSULTANT has provided, to the CITY's satisfaction, as determined solely by the CITY , as of the termination date. In no event may the amount payable upon termination exceed the total maximum compensation provided in this AGREEMENT.
14. ASSIGNMENT AND SUBCONTRACTING. Neither party may assign or subcontract the rights or responsibilities under this AGREEMENT without the express, written consent of the other party, which may be withheld for any reason or for no reason.
15. STANDARD. CONSULTANT agrees that the services to be rendered pursuant to this AGREEMENT shall be performed in accordance with the standards customarily provided by an experienced and competent professional organization rendering the same or similar services.
CONSULTANT will re-perform any of said services that are not in conformity with industry standards, as determined solely by the CITY . CONSULTANT will be relieved of its obligation to re-perform said services if the CITY does not notify CONSULTANT within 180 days after the completion of the non- conforming service.
16. RESOLUTION OF DISPUTES.
A. Disputes regarding the interpretation or application of any provisions of this AGREEMENT must, to the extent reasonably feasible, be resolved through good faith negotiations between the Parties.
B. If any action, at law or in equity, is brought to enforce or to interpret any provisions of this AGREEMENT, the prevailing party in such action shall be entitled to recover reasonable attorney's fees, costs , and necessary disbursements, in addition to such other relief as may be sought and awarded.
17. FORCE MAJEURE. The respective duties and obligations of the Parties hereunder are suspended while and so long as performance hereto is prevented or impeded by strikes, disturbances, riots, fire, severe weather, government action, war acts, acts of God, or any other
cause similar or dissimilar to the foregoing which are beyond the control of the party from whom the affected performance was due.
18. NON-DISCRIMINATION AND EQUAL EMPLOYMENT OPPORTUNITY. In the performance of this AGREEMENT, CONSULTANT may not discriminate against any employee, subcontractor, or applicant for employment because of race, color, creed, religion, sex, marital status, national origin, ancestry, age, physical or mental handicap, medical condition, or sexual orientation.
CONSULTANT will take affirmative action to ensure that subcontractors and applicants are employed without regard to their race, color, creed, religion, sex, marital status, national origin, ancestry, age, physical or mental handicap, medical condition, or sexual orientation.
19. SEVERABILITY. If any provision of this AGREEMENT is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions nevertheless continue in full force and effect without being impaired or invalidated in any way.
20. GOVERNING LAW. This AGREEMENT is governed by and must be construed in accordance with laws of the State of California. In the event of litigation between the parties, venue of state trial courts lies exclusively in the County of Los Angeles. In the event of litigation in a U.S.
District Court, exclusive venue lies in the Central District of California.
21. COMPLIANCE WITH LAWS.
A. CONSULTANT shall keep informed of, and comply with, State, Federal, and local laws, ordinances, codes, and regulations that in any manner affect the CONSULTANT's performance of this AGREEMENT. CONSULTANT shall at all times comply with such laws, ordinances, codes and regulations.
B. CONSULTANT shall obtain a CITY Business License prior to commencing performance under this AGREEMENT.
C. If CONSULTANT is an out-of-state corporation or LLC, it must be qualified or registered to do business in the State of California pursuant to the California Corporations Code.
D. The CITY , its officers, and employees, shall not be liable at law or in equity occasioned by CONSULTANT's failure to comply with this Section.
22. NON-WAIVER. The CITY's waiver of any breach of any provision of this AGREEMENT shall not be deemed a waiver of any other provision of this AGREEMENT, and shall not be deemed a waiver of any subsequent breach of the same provision or any other provision. The CITY's payment to CONSULTANT shall not constitute a waiver of any breach or default which may then exist on the part of the CONSULTANT. The CITY's payment to CONSULTANT shall not impair or prejudice any right or remedy available to the CITY with regard to such breach or default.
23. ENTIRE AGREEMENT. This AGREEMENT, together with Exhibits "A," "B," "C" and “D,” supersedes any and all other agreements, either oral or in writing, between the parties with respect to the subject matter herein. Each party to this AGREEMENT acknowledges that no representation by any party, which is not embodied herein, nor any other agreement st atement or promise not contained in this AGREEMENT , shall be valid and binding. Any modification of the AGREEMENT shall be effective only if it is in writing and signed by all Parties.
IN WITNESS WHEREOF, this Agreement is entered into by the Parties hereto on the dates set forth below.
CITY OF POMONA
By:_________________________________
Anita D. Scott, City Manager
Date: ________________________
CONSULTANT
By: ________________________________
Print:_______________________________
Its: ________________________________
Date: ________________________
ATTEST
____________________________________
Rosalia Butler, City Clerk
APPROVED AS TO FORM:
____________________________________
By: City Attorney
Approved by City Council on
EXHIBIT “A”
SCOPE OF SERVICES
Design and execute a comprehensive public information and awareness communication plan for a C ity-initiated ballot measure proposed for the June 2026 election. This effort will focus on identifying, segmenting, and reaching individuals based on past data-driven analysis.
The communications plan will leverage both addressable and programmatic channels to ensure accurate, efficient, and equitable outreach across the City. Modes of communication may include, but are not limited to:
• In-person engagement: informational events, community meetings, and pop -up voter education booths.
• Direct mail: nonpartisan mailers summarizing ballot measures in clear, accessible language and design.
• Digital outreach: Social media advertising and promoted content designed to increase awareness of ballot measures.
• Mobile communication: targeted SMS/MMS voter outreach. • Streaming and Digital Video (OTT): Informational ads delivered via over -the-top and connected television platforms.
All communications will be strictly impartial, informational, and nonpartisan, in compliance with all applicable FPPC mass mailings, election, and campaign laws. This project will also include evaluation metrics to measure reach, comprehension, and equitable access across diverse demographic and linguistic communities.
Phase 1: Listen Learn Localize
January-February
Establishes the foundation through research, community insight, and multilingual message development.
Phase 2: Create and Clarify
March and April
Builds communication plan, visual identity, bilingual materials, and creative assets.
Phase 3: Activate
April - Election Day
Implement the public awareness and communication plan in the community through digital, physical, and media channels, as well as in-person events.
Phase 4: Countdown
11 Days Pre-Election
Amplifies visibility during the VCA early-voting window to ensure voters are informed during this period through high-frequency outreach and daily engagement.
EXHIBIT “B”
FEE SCHEDULE
Westbound has prepared a detailed, itemized breakdown of anticipated labor hours, hourly rates, media allocations, and production costs in accordance with the RFP requirements. This budget reflects the four project phases outlined in our proposal:
1. Listen, Learn, Localize (Months 1–2)
2. Create & Clarify (Months 2–4)
3. Activate (Months 4–Election Day)
4. Countdown – 11-Day VCA Early Voting Period
Budget Overview Amount
Labor Total $35,885
Paid Media / Advertising $33,500
Video + Graphic Design (Production) $5,000
Mileage (Travel for Outreach & Meetings) $600
TOTAL PROJECT COST $74,985
EXHIBIT "C"
WRITTEN DETERMINATION
(Page 1 of 2)
I, Anita D. Scott , City Manager of the City of Pomona ("CITY"), have made the following determination with regard to economic interest disclosure requirements for The CONSULTANT . pursuant to the Conflict of Interest Code adopted by CITY:
[x]
CONSULTANT shall d isclose its economic interest pursuant to the broadest disclosure category in the Code. (CATEGORY I* ) [ x ] CATEGORY I: Business interests and Investments
[ ]
CONSULTANT has been hired to perform a range of duties that are limited in scope and thus CONSULTANT is not required to comply with the broadest disclosure category requirements . Based on the Scope of Services set forth in Exhibit "A," of the Agreement, CONSULTANT need only provide economic interest disclosure under the following categories* :
[ ] CATEGORY II: Supply Sources
[ ]
CATEGORY Ill: Contractors
[ ]
CATEGORY IV: Geographic location
*A full explanation of each of these disclosure categories is fo und on page 2 of this Exhibit.
[ ]
CONSULTANT is not required to comply with Disclosure
requirements based on the following:
[ ] Duties of CONSULTANT under this AGREEMENT are not applicable to Conflict of Interest Code
[ ] Other: _______________________________________
Date: ________________ ___________________________________ Anita D. Scott, City Manager
WRITTEN DETERMINATION
(Page 2 of 2)
DESIGNATED EMPLOYEE CATEGORIES
I. This category applies to individuals that make, or participate in making, decisions that may have a material effect on their financial interest(s) in:
1:
a. businesses in which the individual holds an investment or business position b. sources of income; or
c. real property.
Individuals subject to this category need not disclose under Category II or Ill. Individuals subject to this category must disclose any of the following financial interests within the City and within two miles of City boundaries:
a. investments in business entities2 ;
b. business positions held;
c. sources of income; and
d. Interests in real property.
II. This category applies to individuals that make, or participate in making, decisions that involve the purchase of services, supplies, materials, machinery or equipment.
Individuals subject to this category must disclose any of the following financial interests in business entities which provide services, supplies, materials, machinery, equipment, or technology of the type utilized by the City:
a. Investments in business entities;
b. business positions held; and
c. Sources of income.
Ill. This category applies to individuals that make, or participate in making, decisions that involve contracting for services including, but not limited to:
a. professional services;
b. vendor services;
c. consulting services; and
d. Contractor services.
Individuals subject to this category must disclose any of the following financial interests in business entities which provide contract services, of the type utilized by the City:
a. investments in business entities;
b. business positions held; and
c. Sources of Income.
IV. This category applies, as applicable, to commissioners. Individuals subject to this category must disclose:
a. all investments in, interest in, or income from, real property located within the jurisdiction Of the respective board or commission and five hundred feet contiguous thereto; and b. all investments in, interest in, or income from, any business entity:
i. in which the person holds a business position; and
ii. That is either: A) within the jurisdiction of the respective board or commission and five hundred feet contiguous thereto; or B) conducted business within the jurisdiction of the respective board or commission and five hundred feet contiguous thereto, at any time during the two years prior to the date of filing the Statements of Economic Interest.
1 "Business positions• shall include, but not be limited to, a role as a director, officers, partner, trustee, employee, or any management position.
2 "Business entities· shall include, but not be limited to, sole proprietorships, partnerships, and corporations.