HomeMy WebLinkAboutBrewer, Spencer 2014-11-20 1Ll8
AGREEMENT FOR
PROFESSIONAL CONSULTING SERVICES
This Agreement, made and entered into this 20th day of November, 2014 (" 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
2015 Concert Series.
b . Consultant represents that it 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 and Work Schedule attached 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 Services . 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.
43 Sub-contractor Payment. The use of sub-consultants or other services to perform a
portion of the work of this Agreement shall be approved by City prior to commencement
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of work. The cost of sub-consultants 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 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 this Agreement that reserve ultimate authority in City have been
inserted solely to achieve compliance with federal and state laws , rules , regulations , and
interpretations thereof. 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 it is a properly licensed professional or
professional organization with a substantial investment in its business and that it
maintains its own offices and staff which it 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 INDEMNIFICATION
6 . 1 Indemnification . Notwithstanding the foregoing insurance requirements, and in addition
thereto , 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
Std — ProtSvcsAgreement- November 20, 2008
PAGE 2 OF 7
misconduct of Consultant in the performance of services under this contract by
Consultant, but this indemnity does not apply to liability for damages for death or bodily
injury to persons , injury to property, or other loss , arising from the sole negligence , willful
misconduct or defects in design by the City, or arising from the active negligence of the
City.
" 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 , consultants, experts and expert witnesses , and litigation
expenses .
References in this paragraph to City or Consultant, include their officers , employees ,
agents, and subcontractors .
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 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. All documents furnished to Consultant by City 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 a 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.
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77 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 a waiver of the covenant, term or condition itself.
7 . 8 Termination . The City or Consultant may terminate this Agreetment 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 .
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8 . 0 NOTICES
Any notice given under this Agreement shall be in writing and deemed given when
personally delivered or deposited in the mail (certified or registered) addressed to the
parties as follows :
CITY OF UKIAH SPENCER BREWER
COMMUNITY SERVICES DEPARTMENT P . O BOX 420
300 SEMINARY AVENUE REDWOOD VALLEY, CALIFORNIA 95470
UKIAH , CALIFORNIA 95482-5400
9 . 0 SIGNATURES
IN WITNESS WHEREOF , the parties have executed this Agreement the Effective Date :
CONSULTANT
BY: 11 a(D CLF
Date
PRINT NAME : IQe � �'`Q �
IRS IDN Number: �� � e (
CITY OF UKIAH
BY:
Date
Jai a Chambers , CITY MANAGER
ATTEST
I Y CLERK Date
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PAGE 5 OF 7
CITY OF UKIAH
RISK MANAGEMENT
300 Seminary Avenue, Ukiah , CA 95482-5400
707 463-6287 FAX 707 463-6204 — Risk Management
WORKERS ' COMPENSATION DECLARATION
I have and will maintain a certificate of consent to self-insure for workers'
compensation as provided for by Section 3700 of the Labor Code , for the performance
of the work for the City of Ukiah , its officers , officials employees and volunteers .
I have and will maintain a certificate showing current workers' compensation
insurance , as required by Section 3700 of the Labor Code , for the performance of the
work for the City of Ukiah , its officers, officials , employees and volunteers.
certify that in the performance of the work for the City of Ukiah , its officers, officials,
employees and volunteers , I shall not employ any person in any manner so as to
become subject to the workers' compensation laws of California , and agree that if I
should become subject to the workers' compensation provisions of Section 3700 of
the Labor Code , I shall forthwith comply with those provisions and provide the City of
Ukiah with a Certificate of Insurance. In addition, if at any time during the performance
of the work for the City, I hire an employee from a temporary agency, I will immediately
notify and . provide the City with a current workers' compensation certificate from said
temporary agency.
I plan to hire employees using a temporary agency. The name of the agency is
. I have attached a copy of the temporary agency's
workers compensation certificate. If at any time during the performance of the work for
the City, I . decide to use some other temporary agency, I will immediately notify the
City's Risk Management Division , and provide the corresponding workers
co sation certificate.
Igpiatuk, Print Name
Date V Company Name
Job Company Address
GE try,
Estimated ime-fram of job.
WARNING: FAILURE TO SECURE WORKERS' COMPENSATION COVERAGE IS UNLAWFUL, AND SHALL SUBJECT AN
EMPLOYER TO CRIMINAL. PENALTIES AND CIVIL FINES UP TO ONE HUNDRED THOUSAND DOLLARS ($100,000), IN
ADDITION TO THE COST OF COMPENSATION, DAMAGES AS PROVIDED FOR IN SECTION 3700 OF THE LABOR CODE,
INTEREST, AND ATTORNEY'S FEES.
I C copy
Proposal to Manage the 2015
Sundays in the Park Concert Series
I propose to provide professional advisory services for the 2015 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, 2014. This covers all my
expenses in enlisting sponsors, booking of the bands, setting up the
publicity campaign and the pre-work to begin the 2015 series. The next
payment of $ 2 , 500 will be due on or before April 1 , 2015 .
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 ,
Signed:
Spencer Brewer, November 18, 2014
Accepted for the City of Ukiah :
Date : Q�(,i�YIP � l '-I