HomeMy WebLinkAboutBarthel, Tony 2017-07-14Cc9-k. i I' ri N
AGREEMENT FOR
PROFESSIONAL CONSULTING SERVICES
[Social Media Professional]
This Agreement, made and entered into this I4 day of w(
and between CITY OF UKIAH, CALIFORNIA, hereinafter referred ti
individual
, 2017 ("Effective Date"), by
s "City" and Tony Barthel, an
standing under the laws of the statc of California, hereinafter referred to as "Consultant".
RECITALS
This Agreement is predicated on the following facts:
a. City requires consulting services related to social media management for the visitor attraction
program.
b. Consultant 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 $450 per month. Labor charges shall be based upon hourly billing
rates for the various classifications of personnel employed by Consultant to perform the Scope
of Work as set forth in the attached Attachment B, which shall include all indirect costs and
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expenses of every kind or nature, except direct expenses. The direct expenses and the fees to
be charged for same shall be as set forth in Attachment "A". Consultant shall complete the
Scope of Work for the not -to -exceed guaranteed maximum, even if actual time and expenses
exceed that amount.
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 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 Payment. 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 Tess 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 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.
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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 Insurance Liabilit . Without limiting Consultant's obligations arising under Paragraph 6.2
claims for injuries to persons or damages to property, which may arise from or in connection
with its performance under this Agreement.
A. Minimum Scope of Insurance
Coverage shall be at least as broad as:
1. Insurance Services Office ("ISO) Commercial General Liability Coverage Form
No. CG 20 10 10 01 and Commercial General Liability Coverage Completed
Operations Form No. CG 20 37 10 01.
2. ISO Form No. CA 0001 {Ed. 1/87) covering Automobile Liability, Code 1 "any
auto" or Code 8, 9 if no owned autos and endorsement CA 0025.
3. Worker's Compensation Insurance as required by the Labor Code of the State of
�. Errors and Omissions liability insurance appropriate to the consultant's
profession. Architects' and engineers' coverage is to be endorsed to include
B. Minimum Limits of Insurance
Consultant shall maintain limits no Tess than:
1. General Liability: $1,000,000 combined single limit per occurrence for bodily
separately to the work performed under this Agreement, or the aggregate limit
shall be twice the prescribed per occurrence limit.
2. Automobile Liability: $1,000,000 combined single limit per accident for bodily
injury and property damage.
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3. Worker's Compensation and Employers Liability: Worker's compensation limit&
1. Errors and Omissions liability: $1,000,000 per occurrence.
C. Deductibles and Self Insured Retention:,
Any deductibles or self insured retentions must be declared to and approved by thc City.
related investigations, claim administration and defense expenses.
D. Other Insurance Provision:,
1. General Liability and Automobile Liability Coverage&
as additional insureds as respects; liability arising out of activities
performed by or on behalf of the Consultant, products and completed
operations of the Consultant, premises owned, occupied or used by thc
Agreement. The coverage shall contain no special limitations on the
&cope of protection afforded to the City, its officcrs, officials, employee&
or volunteers.
b. The Consultant's insurance coverage shall be primary insurance a&
insurance or self insurance maintained by the City, its officers, officials,
employees or volunteers shall be in excess of thc Consultant's insurance
and shall not contribute with it.
c. Any failure to comply with reporting provisions of the policies shall not
affect coverage provided to the City, its officers, officials, employees or
volunteers.
d. The Consultant's insurance shall apply separately to each insured against
whom claim is made or suit is brought, except with respect to the limits of
the insurer's liability.
2. Worker's Compensation and Employers Liability Coverage
The insurer shall agree to waive all rights of subrogation against the City, its
officers, officials, employees and volunteers for losses arising from Consultant's
performance of the work, pursuant to this Agreement.
3. Professional Liability Coverage
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of this Agreement. The policy period shall extend from
�. All Coverages
to
coverage shall not be suspended, voided, canceled by either party, reduced in
coverage or in limits except after thirty (30) days prior written notice by certified
mail, return receipt requested, has been given to the City.
E. Acceptability of Insurers
1
no less than A for financial strength, AA for long term credit rating and AMB 1 for short
term credit rating.
F. Verification of Coverage
Endorsements effecting coverage required by this Agreement. The Certificates and
forms provided or approved by the City. Where by statute, the City's Workers'
Compensation related forms cannot be used, equivalent forms approved by the
Insurance Commissioner are to be substituted. All Certificates and Endorsements are
Agreement. The City reserves the right to require complete, certified copies of all
required insurance policies, at any time. If Consultant fails to provide the coverages
required herein, the City shall have the right, but not the obligation, to purchase any or
all of thcm. In that event, the cost of insurance becomes part of the compensation due
the contractor after notice to Consultant that City has paid the premium.
G. Subcontractors
Consultant shall include all subcontractors or sub consultants as insured under its
policies or shall furnish separate certificates and endorsements for each sub contractor
or sub consultant. All coverage for sub contractors or sub consultants shall be subject
to all insurance requirements set forth in this Paragraph 6.1.
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.
"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.
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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. 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.
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 only be terminated by either party: 1) for breach of the
Agreement; 2) because funds are no longer available to pay Consultant for services provided
under this Agreement; or 3) City has abandoned and does not wish to complete the project for
which Consultant was retained. A party shall notify the other party of any alleged breach of the
Agreement and of the action required to cure the breach. If the breaching party fails to cure the
breach within the time specified in the notice, the contract shall be terminated as of that time. If
terminated for lack of funds or abandonment of the project, the contract shall terminate on the
date notice of termination is given to Consultant. 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.
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
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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
VISIT UKIAH, ATTN. SHANNON RILEY
300 SEMINARY AVENUE
UKIAH, CALIFORNIA 95482-5400
TONY BARTHEL
371 Lakeport Blvd., #324
Lakeport, CA 95453
9.0 SIGNATURES
IN WITNESS WHEREOF, the parties have executed this Agreement the Effective Date:
CONSULTANT
BY:
PRINT NAME: Anthony B. Barthel
IRS IDN Number
CITY OF UKIAH
BY:S4
CITY M GER
ATTEST
6' 1/At kakILWI
CITY CLERK
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July 8, 2017
Date
Date
Date
ATTACHMENT "A"
SCOPE OF SERVICES
For Social Media Consulting
Consultant: Tony Barthel
1. Social Media Content Management
• Generate and post minimum of two original posts per week on both Facebook
and Instagram: posting, moderating comments, engaging with fans and
aggregating content from related Mendocino County pages
• Promote and assist with the management of the Live Like a Local campaign
• Generate imagery (still and video) for publication, to become to the property of
the Visit Ukiah program
2. Reporting
• Provide a monthly activity report to Visit Ukiah Task Force, due no later than the
15th of each month
3. Rate and Payment
• Flat fee of $450 per month over three-month contract
• Consultant will invoice Visit Ukiah monthly
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