HomeMy WebLinkAboutBrewer, Spencer 2012-10-16 Agreement for Professional Consulting Services
This Agreement, made and entered on !� l(.= 2012 ("Effective Date"), by and between CITY OF
UKIAH, CALIFORNIA, hereinafter referred to as"City" and Spencer Brewer, an individual, hereinafter
referred to as "ConsultanY'.
RECITALS i
This Agreement is predicated on the following facts:
a. City requires consulting services related to managing the City's Sundays in the Park 2013
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 ConsultanYs proposal hereto
as (Attachment "A").
TERMS OF AGREEMENT
1.0 DESCRIPTION OF PROJECT i
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 I
between City and Consultant. The written Agreement shall be in the form of an Amendment to
this Agreement.
3A CONDUCTOFWORK
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 Comqensation. For the performance of the professional services of this Agreement,
Consultant shall be compensated as provided in Attachment A.
4.2 Chan�es. Should changes in compensation be required because of changes to the Scope-of- I
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 descrlbed in Attachment
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"A" and not additional time to complete those activities than the parties anticipated on the date
they entered this Agreement.
4.3 Sub-contractor Pavment. 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 Pavment. Payment to Consultant for services rendered in accordance with this
contrad shall be made as provided in Attachment A.
5.0 ASSURANCES OF CONSULTANT II
51 Independent Contractor. Consultant is an independent contractor and is solely responsible for I
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 i
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 Ciry 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,
intluding 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.
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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
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Consultant has a disclosure obligation under the City s local conflict of interest code, the
, Consultant shall file the required disdosure 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 orjudgment 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
herebyreleased.
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 docume�ts 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.
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7.2 Govemin� Law. Consultant shall comply with the laws and regulations of the United States, the
State of California, and all local governments havingjurisdiction 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 A�reement. This Agreement plus its Attachment(s) and executed Amendments set forth
the entire understanding between the parties.
7.4 Severabilitv. 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 Assi�nment. ConsultanYs 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. i
7.8 Termination. The City or Consultant may terminate this Agreement on fifteen (15) days prior
written notice.
7.9 Duplicate OriRinals. 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 '
administretive or judicial proceedings as proof of the terms of the Agreement between the I,
parties. !
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8.0 NOTICES
Any notice given under this Agreement shall be in writing and deemed given when personall
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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 P.O. BOX 420 !
300 SEMINARY AVENUE REDWOOD VALLEY, CALIFORNIA 95470
UKIAH, CALIFORNIA 95482-5400 PHONE: 707-621-0493 I�
FAX: 707-463-6740 I
9A SIGNATURES
IN WITNESS WHEREOF, the parties have executed this Agreement the Effective Date:
CONSULTANT . �
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BY: ���^i�l ✓ �L�� ' r^ (7 /�-3
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' Date
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PRINT NAME: �-�r ''' L `� �'�� �w'�r �
iRS iorv rvumber: `��� `C ti ' � l7�
CITY OF UKIAH
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sr. �— ..e D oZ L
1an ambers, City Manager Date
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ATTEST
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GTY CLERK �
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Proposal to Manage the 2013 i
Sundays in the Park Concert Series i
I propose to provide professional advisory services for the 201 3 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: I
$2,500. to be paid on or before December 1 st, 2012. This covers all my i
expenses in enlisting sponsors, booking of the bands, setting up the
publicity campaign and the pre-work to begin the 201 3 series. The next
payment of $2,500 will be due on or before April 1 , 201 3. li
An additional $500. per each of the six concerts, will be due on the day I
of each concert. If there are 7 concerts, the amount will be adjusted.
Total: $8,000.
Signed: I�
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<i�i���
Spencer Brewer, October 1 , 201 2
Accepted for the City of Ukiah:
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Date:
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, CONTRACT APPROVAL& AUTHORIZATION TO PROCEED
I Instructions: When requesting City Manager approval/signature on a contract or professional services
Iagreeme�t, submit this checklist confirming all relevant review and approvals have been obtained,
I insurance documents have been received and approved by Risk Management, and funding/expenditure
authorizations approved.
TO: CITY MANAGER
� SUBMITTED BY: q��p � n � �" KG�1� �Qu�C��C�Y�
DATE: \Q�2;�1�'L
PROJECT NAME: � (p�> „1-���,�Cl� �
Initial Below
Approval Approval Approval
CHECKLIST & ROUTING FOR APPROVALS Received Reteived Not
YES NO Required
1. Se of City's Professional Services Contract Template
� � (Pre-approved by City Attorney)
�E�
5:\Risk Management\COntraR Template&Appro�al Chklist)
Use of Vendor's Contract �requires City Attorney review)
I Use of Modified City CoMrad (requires City Attorney review)
2. Insurance Certificates,Additional Insured Endorsements, and
Copy of Contract/Agreement Received and approved by r1�]�
RiskManager. w�_N�� r �v�c �,W<<;1 ir cwi��4;� a���. >1uk-.
3. Confirmation that sufficient funding is available and expenditure I�
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approved. Attach documentatlon as necessary. ���Ic�� ���1
I 4. City Council Approval Date:
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5. Other Required Documentation/Approvals
Describe:
6. For Consultant Contracts Only: Scope of Work reviewed by
City Attorney for Conflict of Interest Disdosure
7. ADDITIONAL COMMENTS:
5:\Risk Management\Risk Mgmt. Reference Guide\ContractApprovalChecklisb
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Memo ��
To: Jane Chambers
From: Mattie Pinon
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CC: Katie Marsolan I
Date: 10/22/2012 I
Re: Annual Ccntract for Spencer Brewer
Spencer Brewer is the promoter and manager for the Concert Series. Each year we solicit
sponsorships that support the expenses of the event. During the 2012 season we collected I
$70,000 in cash sponsorships. The contract for Spencer is paid from these funds. There is i
no impact to our operating budget for this purchase. The contract amount is the same as last I
year.
The contract is attached. �i
Please contact me if you have questions.
Thank you, '�
Mattie Pinon I
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