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HomeMy WebLinkAboutBrewer, Spencer 2011-11-17Agreement for Professional Consulting Services This Agreement, made and entered on (I{ t, 2011 ("Effective Date"), by and between CITY OF UKIAH, CALIFORNIA, hereinafter referred to as "City" and Spencer Brewer, an individual, hereinafter referred to as "Consultant". RECITALS This Agreement is predicated on the following facts: a. City requires consulting services related to managing the City's Sundays in the Park 2012 Concert series. b. Consultant represents that he has the qualifications, skills, and experience to provide these services, and is willing to provide them according to the terms of this Agreement. c. City and Consultant agree upon the Scope-of-Work as set forth in Consultant's proposal hereto as (Attachment "A"). TERMS OF AGREEMENT 1.0 DESCRIPTION OF PROJECT 1.1 The Project is described in detail in the attached Scope-of-Work (Attachment "A"). 2.0 SCOPE OF SERVICES 2.1 As set forth in Attachment "A". 2.2 Additional Service. Additional services, if any, shall only proceed upon written agreement between City and Consultant. The written Agreement shall be in the form of an Amendment to this Agreement. 3.0 CONDUCT OF WORK 3.1 Time of Completion. Consultant shall commence performance of services as required by the Scope-of-Work. 4.0 COMPENSATION FOR SERVICES 4.1. Basis for Compensation. For the performance of the professional services of this Agreement, Consultant shall be compensated as provided in Attachment A. 4.2 Changes. Should changes in compensation be required because of changes to the Scope-of- Work of this Agreement, the parties shall agree in writing to any changes in compensation. "Changes to the Scope-of-Work" means different activities than those described in Attachment "A" and not additional time to complete those activities than the parties anticipated on the date they entered this Agreement. 4.3 Sub-contractor Payment. The use of sub-consultants or other services to perform a portion of the work of this Agreement shall be approves by City prior to commencement of work. The cost of sub-consultant shall be included within guaranteed not-to-exceed amount set forth in Section 4.1. 4.4 Terms of Payment. Payment to Consultant for services rendered in accordance with this contract shall be made as provided in Attachment A. 5.0 ASSURANCES OF CONSULTANT 5.1 Independent Contractor. Consultant is an independent contractor and is solely responsible for its acts or omissions. Consultant (including its agents, servants, and employees) is not the City's agent. Employee, or representative for any purpose. It is the express intention of the parties hereto that Consultant is an independent contractor and not an employee, joint venture, or partner of City for any purpose whatsoever. City shall have no right to, and shall not control the manner or prescribe the method of accomplishing those services contracted to and performed by Consultant under this Agreement, and the general public and all governmental agencies regulating such activity shall be so informed. Those provisions of the Agreement that reserve ultimate authority in City have been inserted solely to achieve compliance with federal and state laws, rules, regulations and interpretations therof. No such provisions and no other provisions of this Agreement shall be interpreted or construed as creating or establishing the relationship of employer and employee between Consultant and City. Consultant shall pay all estimated and actual federal and state income and self-employment taxes that are due the state and federal government and shall furnish and pay worker's compensation insurance, unemployment insurance and any other benefits required by law for himself and his employees, if any. Consultant agrees to indemnify and hold City and its officers, agents and employees harmless from and against any claims or demands by federal, state or local government agencies for any such taxes or benefits due but not paid by Consultant, including the legal costs associated with defending against any audit, claim, demand or law suit. Consultant warrants and represents that he is a properly licensed professional or professional organization with a substantial investment in his business and that he maintains its own offices and staff which he will use in performing under this Agreement. 5.2 Conflict of Interest. Consultant understands that its professional responsibility is solely to City. Consultant has no interest and will not acquire any direct or indirect interest that would conflict with its performance of the Agreement. Consultant shall not in the performance of this Agreement employ a person having such an interest. If the City Manager determines that the Consultant has a disclosure obligation under the City's local conflict of interest code, the Consultant shall file the required disclosure form with the City Clerk within 10 days of being notified of the City Manager's determination. 6.0 WAIVER, RELEASE AND INDEMNIFICATION 6.1 Indemnification. Consultant agrees, for the full period of time allowed by law, surviving the termination of this Agreement, to indemnify the City for any claim, cost or liability that arises out of, or pertains to, or relates to any negligent act or omission or the willful misconduct of Consultant in the performance of services under this contract by Consultant, but this indemnity shall not include any portion of liability for damages for death or bodily injury to persons, injury to property, or other loss, proximately caused by the negligence, willful misconduct or defects in design by the City or the maintenance and repair of public property. "Indemnify," as used herein includes the expenses of defending against a claim and the payment of any settlement or judgment arising out of the claim. Defense costs include all costs associated with defending the claim, including, but not limited to, the fees of attorneys, investigators, experts and expert witnesses, and litigation expenses. References in this paragraph to City or Consultant, include their officers, employees, agents, and subcontractors. 6.2 Consultant agrees to waive and release the City and officers, employees, agents and volunteers ("Released Parties") from all liability to Consultant for any loss or damage, including, but not limited, to personal injury, including death, or property damage arising out of his performance under this Agreement, whether caused by the negligence or other wrongful conduct of the Released Parties or nay other cause whatsoever. Consultant further agrees not to file any claim or suit or to cooperate in bringing any suit against the Released Parties based on the claims hereby released. 7.0 CONTRACT PROVISIONS 7.1 Ownership of Work. Consultant shall comply with the laws and regulations of the United States, the State of California, and all documents or reports and supportive data prepared by Consultant under this Agreement are owned and become the property of the City upon their creation and shall be given to City immediately upon demand and at the completion of Consultant's services at no additional cost to City. Deliverables are identified in the Scope-of- Work, Attachment "A". All documents produced by Consultant shall be furnished to City in digital format and hardcopy. Consultant shall produce the digital format, using software and media approved by City. 7.2 Governing Law. Consultant shall comply with the laws and regulations of the United States, the State of California, and all local governments having jurisdiction over this Agreement. The interpretation and enforcement of this Agreement shall be governed by California law and any action arising under or in connection with this Agreement must be filed in Court of competent jurisdiction in Mendocino County. 7.3 Entire Agreement. This Agreement plus its Attachment(s) and executed Amendments set forth the entire understanding between the parties. 7.4 Severability. If any term of this Agreement is held invalid by a court of competent jurisdiction, the remainder of this Agreement shall remain in effect. 7.5 Modification. No modification of this Agreement is valid unless made with the agreement of both parties in writing. 7.6 Assignment. Consultant's services are considered unique and personal. Consultant shall not assign, transfer, or sub-contract its interest or obligation under all or any portion of this Agreement without City's prior written consent. 7.7 Waiver. No waiver of a breach of any covenant, term, or condition of this Agreement shall be a waiver of any other or subsequent breach of the same or any other covenant, term or condition or waiver of the covenant, term or condition itself. 7.8 Termination. The City or Consultant may terminate this Agreement on fifteen (15) days prior written notice. 7.9 Duplicate Originals. This Agreement may be executed in duplicate originals, each bearing the original signature of the parties. When so signed, each such document shall be admissible in administrative or judicial proceedings as proof of the terms of the Agreement between the parties. 8.0 9.0 NOTICES Any notice given under this Agreement shall be in writing and deemed given when personally delivered, delivered by fax or overnight courier or 48 hours after the notice is deposited in the mail with proper first class postage affixed thereto and addressed as follows: CITY OF UKIAH SPENCER BREWER DEPT. OF COMMUNITY SERVIECS 300 SEMINARY AVENUE UKIAH, CALIFORNIA 95482-5400 FAX: 707-463-6740 SIGNATURES IN WITNESS WHEREOF, the parties have executed this Agreement the Effective Date: CONSULT T BY: ` (I Date PRINTNAME: ~')vaC:¢-„°'.w IRS IDN Number CITY OF UKIAH " BYO!~ ne Chambers, City Manager Date ATTEST L~y CLERK Mochment # Proposal to Manage the 2012 Sundays in the Park Concert Series I propose to provide professional advisory services for the 2012 Sundays in the Park Concert Series for the City of Ukiah. I will coordinate all the acts, bookings of said acts, sound logistics, radio spots, radio & press releases, stage coordination, help on the poster layout, concert day opening speeches, fund raising, and general assistance to City staff at each concert. If a previously scheduled concert of my own occurs on the day of any of the SITP concerts, I will make ample arrangements. The terms are as follows: $2,500. to be paid on or before December 1 st, 2011. This covers all my expenses in enlisting sponsors, booking of the bands, setting up the publicity campaign and the pre-work to begin the 2012 series. The next payment of $2,500 will be due on or before April 1, 2012. An additional $500. per each of the six concerts, will be due on the day of each concert. If there are 7 concerts, the amount will be adjusted. Total: $8,000. Accepted for the City of Ukiah: Date: