HomeMy WebLinkAboutHopper and Rodin 2019-11-01 COU No.1920- 193
AGREEMENTFOR
PROFESSIONAL CONSULTING SERVICES
[Professional Copywriting Services]
This Agreement, made and entered into this 1st day of November, 2019 ("Effective Date"), by
and between CITY OF UKIAH, CALIFORNIA, hereinafter referred to as "City" and Hopper and Rodin,
a Partnership, hereinafter referred to as "Consultant".
RECITALS
This Agreement is predicated on the following facts:
a. City requires copywriting services, as specified Attachment"A".
b. Consultant represents that it has the qualifications, skills, experience and is 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 beginning on November 1, 2019 and shall complete such services by June 30,
2021. 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 at $100 per hour, to a maximum of 50 hours, or a total not to
exceed amount of $5,000. Labor charges shall be based upon hourly billing rate by
Consultant to perform the Scope of Work, which shall include all indirect costs and expenses
of every kind or nature, except direct expenses. 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 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
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 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 lawsuit.
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.
Coppwilmg-PmMmAgreeme¢t-November 1.2019
PAGE 2 OF 7
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
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Copywriting ProlSvesAgreement-November I,2DO
PAGE 3 OF 7
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4. All
GOVerage shall Rot be suspended, voided, GaF;Geled by eith "Wtwl in
E. Ar:,Geptablit
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F. VeF*fiGafien Of GOVeFam
to be FeGeived and approved by the Gity belfem.- begins the waFk of
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da I I of. Uh.R—.m... in that event, afteF n0tiGe tG GGRsultant that Gity har, paid the pFemium, the
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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
and its agents in the performance of services under this contract, 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.
7.0 CONTRACT PROVISIONS
Copywtitmg PmfSvcsAgreement-November I,2019
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7.1 Documents and 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.
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 Execution of Agreement. This Agreement may be executed in duplicate originals, each
bearing the original signature of the parties. Alternatively, this Agreement may be executed
and delivered by facsimile or other electronic transmission, and in more than one counterpart,
each of which shall be deemed an original, and all of which together shall constitute one and
the same instrument. When executed using either alternative, the executed agreement shall
Copy%witmg ProMmAgrcemepo-November 1,2019
PAGE 6 OF 7
be deemed an original admissible as evidence in any administrative or judicial proceeding to
prove the terms and content of this Agreement.
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 HOPPER AND RODIN
CITY MANAGER'S OFFICE ATTN: MARI RODIN
300 SEMINARY AVENUE PO BOX 2499
UKIAH, CALIFORNIA 95482-5400 WILLITS, CALIFORNIA 95490
9.0 SIGNATURES
IN WITNESS WHEREOF, the parties have executed this Agreement the Effective Date:
CONSULTANT
BY:
Date
PRINT NAME:
IRS IDN Number
CITY OF UKIAH
BY:
AGE 5 NGIACOMO Date
CITY MANAGER
ATTEST
CITY CLERK Date
CopyuTiting-PmRvoAgreement-November I,2019
PAGE 7 6F 7
ATTACHMENT "A"
SCOPE OF SERVICES
for Copywriting Services for the City of Ukiah
Consultant: Hopper and Rodin
1. Copywriting
Under general supervision of the City Manager's Office, provide varied writing
assignments including press releases, newspaper article content, and other
miscellaneous copy.
2. Rate and Payment
• $100/hr, not to exceed $5,000
a Consultant shall invoice the City of Ukiah monthly.
Copywriting ProtSmAgreement-November I.2019
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