HomeMy WebLinkAboutWinkler, Mark 2014-06-19 CONTRACT #1415129
AGREEMENT FOR
PROFESSIONAL CONSULTING SERVICES
[Copywriter for Visit Ukiah]
This Agreement, made and entered into this 19�h day of September, 2014 ("Effective
Date"), by and between CITY OF UKIAH, CALIFORNIA, hereinafter referred to as "City" and
Mark Winkler, an individual , , , ,
� , hereinafter referred
to as "Consultant".
RECITALS
This Agreement is predicated on the following facts:
a. City requires copywriting services for the visitor attraction program.
b. Consuitant represents that it has the qualifications, skills, experience and properly
licensed 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", describing contract provisions for the project and setting forth the
completion dates for the various services to be provided pursuant to this Agreement.
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 upon receipt of a Notice to Proceed from City and shall complete
such services within three months from receipt of the Notice to Proceed. Consultant
shall complete the work to the City's reasonable satisfaction, even if contract disputes
arise or Consultant contends it is entitled to further compensation.
4.0 COMPENSATION FOR SERVICES
4.1 Basis for Compensation. For the performance of the professional services of this
Agreement, Consultant shall be compensated on a time and expense basis not to
exceed a guaranteed maximum dollar amount of $5,000. The direct expenses and the
fees to be charged for same shall be as set forth in Attachment "A". Consultant shall
ProfSvcsAgreement-Mark Winkler_September 2014
PAGE 1 OF 7
CONTRACT #1415129
complete the Scope of Work for the not-to-exceed guaranteed maximum, even if actual
time and expenses exceed that amount.
4.2 Chanqes. 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 approved by City prior to commencement
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 Pavment. Payment to Consultant for services rendered in accordance with this
contract shall be based upon submission of monthly invoices for the work satisfactorily
performed prior to the date of the invoice less any amount already paid to Consultant,
which amounts shall be due and payable thirty (30) days after receipt by City. The
invoices shall provide a description of each item of work performed, the time expended
to perform each task, the fees charged for that task, and the direct expenses incurred
and billed for. Invoices shall be accompanied by documentation sufficient to enable City
to determine progress made and to support the expenses claimed.
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 venturer, 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 empioyee 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.
PmtSvcsAgreement-Mark Winkler.Sep�ember 2014
P.AGE 2 OP 7
CONTRACT #1415129
Consultant warrants and represents that it is a properiy 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 professionai 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 confiict 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
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CONTRACT#1415129
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ProtSvcs.Agreemenb Mark Winkler.September 2014
PAGE 4 OF 7
CONTRACT #1415129
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6.2 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
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.
ProtSvcsAgreement-Mark Winkler.Sep[ember 2014
PAUE 5 OP 7
CONTRACT #1415129
"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.
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, using
software and media approved by City.
7.2 Governinq 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 Aqreement. 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 Assiqnment. 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 a waiver of the covenant, term or condition itself.
7.8 Termination. This Agreement may be terminated by either party with a minimum of a
two week written notice. City shall pay the Consultant only for services performed and
expenses incurred as of the effective termination date. In such event, as a condition to
payment, Consultant shall provide to City all finished or unfinished documents, data,
studies, surveys, drawings, maps, models, photographs and reports prepared by the
Consultant under this Agreement. Consultant shall be entitled to receive just and
equitable compensation for any work satisfactorily completed hereunder, subject to off-
set for any direct or consequential damages City may incur as a result of Consultant's
breach of contract.
ProtSvcsAc�reemen[-Mark Winkler_September2014
P.AGE b OF 7
CONTRACT #1415129
7.9 Duplicate Oriqinals. 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 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 MARK WINKLER
VISIT UKIAH, ATTN. SHANNON RILEY 1280 ROAD M
200 S. SCHOOL STREET REDWOOD VALLEY, CA 95470
UKIAH, CALIFORNIA 95482-5400
9.0 SIGNATURES
IN WITNESS WHEREOF, the parties have executed this Agreement the Effective Date:
CONSULTANT
. �-ti� ��--��.�,� ���.� /z�-/ , �"
BY. l �'"1 1
Date
PRINT NAME: � I���
S(c I ���, C•c�� �
IRS IDN Number
CITY OF UKIAH
BY: �-- / 7
Date
CITY MANAGER
ATTEST
`_ I --, C .7 �! S,
L � �, tL.G��1,�. � 1, � f
C TY CLERK Date
Pro(SvcsAgreement-Mark W inkler.September 2014
PAGE 7 OF 7
CONTRACT #1415129
ATTACHMENT "A"
SCOPE OF SERVICES
for Copywriting Services for Visit Ukiah
Consultant: Mark Winkler
1. Copywriting
• Under general supervision of the Economic Development Department, provide
varied writing assignments related to the promotion of the Ukiah area and the Visit
Ukiah brand including press releases, newsletter content, and other promotional
copy.
2. Rate and Payment
• $40/hour, not to exceed 125 hours or$5,000 over nine-month contract (October
2014-June 2015).
• Consultant will invoice Visit Ukiah monthly.
ProtSvesAgrcement-Mark Winkler.September 2014
PAGE A OF 7
�,�;'�`�'I�Y�FU�`� City of Ukiah
��CORPORqT� ,�
F, '�^a°"A �a�s � Human Resources
�� 300 Seminary Ave
* � *' Ukiah, CA 95482
r
, �",�xereTose� �� (707)463-6272
��'`�LIFOR��`
COPYWRITER
DEFINITION
Under general supervision of the Economic Development Department, provides varied writing assignments related to
the promotion of the Ukiah area and the Visit Ukiah brand. Work is part-time and on an as-needed basis.
EXAMPLE OF DUTIES: (These examples are intended only as illustrations of the various types of work performed. The
examples of work performed are neither restricted to nor all-encompassing of the duties to be performed under this job
title.) (E=Essential Duty; M=Major Portion of Time)
■ Composes press releases, newsletter content, and other promotional copy for the Visit Ukiah program. (E, M)
QUALIFICATIONS
Knowledge of:
■ Grammar and writing rules
■ Laws governing copy such as registered and trademarked symbols,country of origin and material construction.
■ Microsoft Office software (Word, Excel, Publisher, Outlook, PowerPoint),and basic office equipment.
Ability to•
• Read, analyze and interpret all forms of information
■ Write for a variety of inedia and audiences
■ Conform writing to prescribed style format
■ Demonstrate excellent written and verbal communication/presentation skills
■ Be well organized
■ Be detail oriented
■ Meet deadlines
Education and Experience:
BA and/or minimum of three years experience in English,journalism, marketing,or related field.
PROBATIONARY PERIOD
Employees serve a six-month probationary period. If performance is not satisfactory, an employee may be terminated
or returned to their previous position without cause and recourse during this time.
SALARY
$40 per hour
RETIREMENT
The City is a member of the Public Employees Retirement System (PERS) -Tier One: Employees who are new to the City
but not new members, will receive the formula 2.7% at 55, with single highest year final compensation; Tier Two*:
Effective January 1, 2013, all new employees will receive the formula 2% at 62, with a three consecutive year average
final compensation. (*AB 340, California Pension Reform Act)The City does not contribute to Social Security.
Page 1 of 2
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AIATC TA n�n�v^nwirc
The provisions of this bulletin do not constitute an expressed or implied contract. Any provision contained in the bulletin may be modified or
revoked. The City of Ukiah is an Equal Opportunity Employer and does not discriminate on the basis of race,color,national origin,ancestry,sex,
religion,sexual orientation,age,disability or marital status.
In accordance with the Americans with Disabilities Act(ADA),if special accommodations are necessary at any stage of the testing process,please
notify the Human Resources Department in advance at(707)463-6244 so your request may be reviewed prior to the occurrence of testing.
Page 2 of 2