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HomeMy WebLinkAboutMatt Liffreing dba Marketworks - 2016-01-12lW CONTRACT SUBMITTAL TO ' CITY CLERK'S OFFICE To: JOAN FLYNN, City Clerk Name of Contractor: Marketworks Purpose of Contract: Made in HB Production Services Amount of Contract: $ —3- 0 �- Copy of contract distributed to The original Insurance certificate/waiver distributed to Risk Management Initiating Dept Finance Dept ❑ ORIGINAL bonds sent to Treasurer ❑ ® Copy of current insurance and/or waiver (approved by attorney) ® Proof of Liability Insurance ❑ If over $30,000 — 3 03 List or Intraagency Agreement attached ❑ If over $50,000 — has City Manager's signature ® Contract dated and signed by all parties ® All Exhibits complete and attached ❑ Any changes initialed by both parties Sandie Frakes, ext 5249 Name/Extension City Attorney's Office Date: 1/12/16 G AttyMisc/Contract Forms/City Clerk Transmittal PROFESSIONAL SERVICES CONTRACT BETWEEN THE CITY OF HUNTINGTON BEACH AND MATT LIFFREING DOING BUSINESS AS MARKETWORKS FOR "MADE IN HUNTINGTON BEACH" PRODUCTION SERVICES THIS AGREEMENT ("Agreement") is made and entered into by and between the City of Huntington Beach, a municipal corporation of the State of California, hereinafter referred to as "CITY, and Matt Liffreing doing business as Marketworks, a sole proprietor, hereinafter referred to as "CONSULTANT " WHEREAS, CITY desires to engage the services of a consultant to provide production services for the show "Made in Huntington Beach", and Pursuant to documentation on file in the office of the City Clerk, the provisions of the Huntington Beach Municipal Code, Chapter 3.03, relating to procurement of professional service contracts have been complied with, and CONSULTANT has been selected to perform these services, NOW, THEREFORE, it is agreed by CITY and CONSULTANT as follows 1 SCOPE OF SERVICES CONSULTANT shall provide all services as described in Exhibit "A," which is attached hereto and incorporated into this Agreement by this reference. These services shall sometimes hereinafter be referred to as the 'PROJECT " CONSULTANT hereby designates Matt Liffreing, who shall represent it and be its sole contact and agent in all consultations with CITY during the performance of this Agreement 16-5063/130437 1 2. CITY STAFF ASSISTANCE CITY shall assign a staff coordinator to work directly with CONSULTANT in the performance of this Agreement 3. TERM, TIME OF PERFORMANCE Time is of the essence of this Agreement The services of CONSULTANT are to commence on J a n u a r y 12, , 20 16(the "Commencement Date"). This Agreement shall automatically terminate three (3) years from the Commencement Date, unless extended or sooner terminated as provided herein All tasks specified in Exhibit "A" shall be completed no later than September 30, 2017 The time for performance of the tasks identified in Exhibit "A" are generally to be shown in Exhibit "A." This schedule may be amended to benefit the PROJECT if mutually agreed to in writing by CITY and CONSULTANT In the event the Commencement Date precedes the Effective Date, CONSULTANT shall be bound by all terms and conditions as provided herein. 4. COMPENSATION In consideration of the performance of the services described herein, CITY agrees to pay CONSULTANT on a time and materials basis at the rates specified in Exhibit "B," which is attached hereto and incorporated by reference into this Agreement, a fee, including all costs and expenses, not to exceed Thirty Thousand Dollars ($30,000 ). 5 EXTRA WORK In the event CITY requires additional services not included in Exhibit "A" or changes in the scope of services described in Exhibit "A," CONSULTANT will undertake such work only after receiving written authorization from CITY Additional compensation for such extra work shall be allowed only if the prior written approval of CITY is obtained 16-5063/130437 2 6 METHOD OF PAYMENT CONSULTANT shall be paid pursuant to the terms of Exhibit "B." 7. DISPOSITION OF PLANS, ESTIMATES AND OTHER DOCUMENTS CONSULTANT agrees that title to all materials prepared hereunder, including, without limitation, all original drawings, designs, reports, both field and office notices, calculations, computer code, language, data or programs, maps, memoranda, letters and other documents, shall belong to CITY, and CONSULTANT shall turn these materials over to CITY upon expiration or termination of this Agreement or upon PROJECT completion, whichever shall occur first. These materials may be used by CITY as it sees fit 8 HOLD HARMLESS CONSULTANT hereby agrees to protect, defend, indemnify and hold harmless CITY, its officers, elected or appointed officials, employees, agents and volunteers from and against any and all claims, damages, losses, expenses, judgments, demands and defense costs (including, without limitation, costs and fees of litigation of every nature or liability of any kind or nature) ansing out of or in connection with CONSULTANT's (or CONSULTANT's subcontractors, if any) negligent (or alleged negligent) performance of this Agreement or its failure to comply with any of its obligations contained in this Agreement by CONSULTANT, its officers, agents or employees except such loss or damage which was caused by the sole negligence or willful misconduct of CITY. CONSULTANT will conduct all defense at its sole cost and expense and CITY shall approve selection of CONSULTANT's counsel This indemnity shall apply to all claims and liability regardless of whether any insurance policies are applicable The policy limits do not act as limitation upon the amount of indemnification to be provided by CONSULTANT 16-5063/130437 3 9 PROFESSIONAL LIABILITY INSURANCE CONSULTANT shall obtain and furnish to CITY a professional liability insurance policy covering the work performed by it hereunder This policy shall provide coverage for CONSULTANT's professional liability in an amount not less than One Million Dollars ($1,000,000.00) per occurrence and in the aggregate The above -mentioned insurance shall not contain a self -insured retention without the express written consent of CITY, however, an insurance policy "deductible" of Ten Thousand Dollars ($10,000 00) or less is permitted. A claims -made policy shall be acceptable if the policy further provides that A. The policy retroactive date coincides with or precedes the initiation of the scope of work (including subsequent policies purchased as renewals or replacements) B CONSULTANT shall notify CITY of circumstances or incidents that might give rise to future claims CONSULTANT will make every effort to maintain similar insurance during the required extended period of coverage following PROJECT completion. If insurance is terminated for any reason, CONSULTANT agrees to purchase an extended reporting provision of at least two (2) years to report claims ansing from work performed in connection with this Agreement If CONSULTANT fails or refuses to produce or maintain the insurance required by this section or fails or refuses to furnish the CITY with required proof that insurance has been procured and is in force and paid for, the CITY shall have the right, at the CITY's election, to forthwith terminate this Agreement Such termination shall not affect CONSULTANT's right to be paid for its time and materials expended prior to notification of termination. CONSULTANT 16-5063/130437 4 waives the right to receive compensation and agrees to mdemmfy the CITY for any work performed prior to approval of insurance by the CITY. 10 CERTIFICATE OF INSURANCE Prior to commencing performance of the work hereunder, CONSULTANT shall furnish to CITY a certificate of insurance subject to approval of the City Attorney evidencing the foregoing insurance coverage as required by this Agreement, the certificate shall A provide the name and policy number of each carrier and policy; B state that the policy is currently in force; and C promise that such policy shall not be suspended, voided or canceled by either party, reduced in coverage or in limits except after thirty (30) days' prior written notice, however, ten (10) days' prior written notice in the event of cancellation for nonpayment of premium CONSULTANT shall maintain the foregoing insurance coverage in force until the work under this Agreement is fully completed and accepted by CITY The requirement for carrying the foregoing insurance coverage shall not derogate from CONSULTANT's defense, hold harmless and indemnification obligations as set forth in this Agreement CITY or its representative shall at all times have the right to demand the original or a copy of the policy of insurance CONSULTANT shall pay, in a prompt and timely manner, the premiums on the insurance hereinabove required. 11 INDEPENDENT CONTRACTOR CONSULTANT is, and shall be, acting at all times in the performance of this Agreement as an independent contractor herein and not as an employee of CITY CONSULTANT shall secure at its own cost and expense, and be responsible for any and all payment of all taxes, social security, state disability insurance compensation, unemployment 16-5063/130437 5 compensation and other payroll deductions for CONSULTANT and its officers, agents and employees and all business licenses, if any, in connection with the PROJECT and/or the services to be performed hereunder 12 TERMINATION OF AGREEMENT All work required hereunder shall be performed in a good and workmanlike manner CITY may terminate CONSULTANT's services hereunder at any time with or without cause, and whether or not the PROJECT is fully complete Any termination of this Agreement by CITY shall be made in writing, notice of which shall be delivered to CONSULTANT as provided herein In the event of termination, all finished and unfinished documents, exhibits, report, and evidence shall, at the option of CITY, become its property and shall be promptly delivered to it by CONSULTANT 13 ASSIGNMENT AND DELEGATION This Agreement is a personal service contract and the work hereunder shall not be assigned, delegated or subcontracted by CONSULTANT to any other person or entity without the prior express written consent of CITY If an assignment, delegation or subcontract is approved, all approved assignees, delegates and subconsultants must satisfy the insurance requirements as set forth in Sections 9 and 10 heremabove 14 COPYRIGHTS/PATENTS CITY shall own all rights to any patent or copyright on any work, item or material produced as a result of this Agreement. 15 CITY EMPLOYEES AND OFFICIALS CONSULTANT shall employ no CITY official nor any regular CITY employee in the work performed pursuant to this Agreement No officer or employee of CITY shall have 16-5063/130437 6 any financial interest in this Agreement in violation of the applicable provisions of the California Government Code. 16 NOTICES Any notices, certificates, or other communications hereunder shall be given either by personal delivery to CONSULTANT's agent (as designated in Section 1 hereinabove) or to CITY as the situation shall warrant, or by enclosing the same in a sealed envelope, postage prepaid, and depositing the same in the United States Postal Service, to the addresses specified below CITY and CONSULTANT may designate different addresses to which subsequent notices, certificates or other communications will be sent by notifying the other party via personal delivery, a reputable overnight carrier or U S certified mail -return receipt requested TO CITY: City of Huntington Beach ATTN Kellee Fntzal 2000 Main Street Huntington Beach, CA 92648 17 CONSENT TO CONSULTANT: Matt Liffreing Marketworks P O Box 3321 Huntington Beach, CA 92605 When CITY's consent/approval is required under this Agreement, its consent/approval for one transaction or event shall not be deemed to be a consent/approval to any subsequent occurrence of the same or any other transaction or event. 18 MODIFICATION No waiver or modification of any language in this Agreement shall be valid unless in writing and duly executed by both parties 19 SECTION HEADINGS The titles, captions, section, paragraph and subject headings, and descriptive phrases at the beginning of the various sections in this Agreement are merely descriptive and are 16-5063/130437 7 included solely for convenience of reference only and are not representative of matters included or excluded from such provisions, and do not interpret, define, limit or describe, or construe the intent of the parties or affect the construction or interpretation of any provision of this Agreement 20. INTERPRETATION OF THIS AGREEMENT The language of all parts of this Agreement shall in all cases be construed as a whole, according to its fair meaning, and not strictly for or against any of the parties If any provision of this Agreement is held by an arbitrator or court of competent jurisdiction to be unenforceable, void, illegal or invalid, such holding shall not invalidate or affect the remaining covenants and provisions of this Agreement No covenant or provision shall be deemed dependent upon any other unless so expressly provided here. As used in this Agreement, the masculine or neuter gender and singular or plural number shall be deemed to include the other whenever the context so indicates or requires. Nothing contained herein shall be construed so as to require the commission of any act contrary to law, and wherever there is any conflict between any provision contained herein and any present or future statute, law, ordinance or regulation contrary to which the parties have no right to contract, then the latter shall prevail, and the provision of this Agreement which is hereby affected shall be curtailed and limited only to the extent necessary to bring it within the requirements of the law 21. DUPLICATE ORIGINAL The original of this Agreement and one or more copies hereto have been prepared and signed in counterparts as duplicate originals, each of which so executed shall, irrespective of the date of its execution and delivery, be deemed an original Each duplicate original shall be deemed an original instrument as against any parry who has signed it. 16-5063/ 130437 8 22. IMMIGRATION CONSULTANT shall be responsible for full compliance with the immigration and naturalization laws of the United States and shall, in particular, comply with the provisions of the United States Code regarding employment verification 23. LEGAL SERVICES SUBCONTRACTING PROHIBITED CONSULTANT and CITY agree that CITY is not liable for payment of any subcontractor work involving legal services, and that such legal services are expressly outside the scope of services contemplated hereunder CONSULTANT understands that pursuant to Huntington Beach City Charter Section 309, the City Attorney is the exclusive legal counsel for CITY, and CITY shall not be liable for payment of any legal services expenses incurred by CONSULTANT. 24 ATTORNEY' S FEES In the event suit is brought by either party to construe, interpret and/or enforce the terms and/or provisions of this Agreement or to secure the performance hereof, each party shall bear its own attorney's fees, such that the prevailing party shall not be entitled to recover its attorney's fees from the non -prevailing party 25. SURVIVAL Terms and conditions of this Agreement, which by their sense and context survive the expiration or termination of this Agreement, shall so survive 26 GOVERNING LAW This Agreement shall be governed and construed in accordance with the laws of the State of California. 16-5063/ 130437 9 27 SIGNATORIES Each undersigned represents and warrants that its signature hereinbelow has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify CITY fully for any injuries or damages to CITY in the event that such authority or power is not, in fact, held by the signatory or is withdrawn 28 ENTIRETY The parties acknowledge and agree that they are entering into this Agreement freely and voluntarily following extensive arm's length negotiation, and that each has had the opportunity to consult with legal counsel prior to executing this Agreement. The parties also acknowledge and agree that no representations, inducements, promises, agreements or warranties, oral or otherwise, have been made by that party or anyone acting on that party's behalf, which are not embodied in this Agreement, and that that party has not executed this Agreement in reliance on any representation, inducement, promise, agreement, warranty, fact or circumstance not expressly set forth in this Agreement. This Agreement, and the attached exhibits, contain the entire agreement between the parties respecting the subject matter of this Agreement, and supersede all prior understandings and agreements whether oral or in writing between the parties respecting the subject matter hereof. 29 EFFECTIVE DATE This Agreement shall be effective on the date of its approval by the City Attorney This Agreement shall expire when terminated as provided herein 16-5063/130437 10 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by and through their authorized officers. CONSULTANT, MATT LIFFREING, DOING BUSINESS AS MARKETWORKS B' Y 7MATT LIFF CITY OF HUNTINGTON BEACH, a in al corp n of the State of California knffst City Manager (Pursuant to HBMC § 3 03 100) RECEIVE AND FILE: APPROVED AS TO FORM: / City Attorney D ko 16-5063/130437 11 EXHIBIT A Scope of Work Marketworks and/or Marketworks Video produces video programming for the City of Huntington Beach in various ways, as needed. Made in Huntington Beach "Made" is a half- hour edited program showcasing the City's light industrial base The scope of work includes, but is not limited to arranging shooting schedules with presidents and CEO's of companies and shooting video around the manufacturing process, then editing two 13 minute segments together Lastly, each program is rendered and shared via and posting through the City's web platforms and other platforms and or DVD burning. ��,� ..� i :� ,�.. � EXHIBIT B MADE IN HUNTINGTON BEACH Financial Overview October 1, 2015 to September 30 2016 $15,000 Produce 9 Made in Huntington Beach 30-minute segments on a monthly basis, which is a monthly invoiced amount of $1,666 66 Price includes scheduling shoots, post production and burning DVDs and posting programs and or promotional clips for HBTV 3, City Website and others i� NATTLIF-01 SNSH ACORO` CERTIFICATE OF LIABILITY INSURANCE DATE (MMIDD/YYYYI121812015 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s) PRODUCER (888) 825-4322 BOWermaster 8 Associates PO BOX 6026 10805 Holder Street - Suite 350 Cypress, CA 90630 CONT NAMEACT Angela Petronio AICNNo Ext 888-825-4322 262 nsc No 714-252-8253 E-MAIL ADDRESS a etronio bowermaster corn INSURER(S) AFFORDING COVERAGE NAIC # INSURER Philadelphia Insurance Companies INSURED Matt Liffreing DBA Marketworks 20321 Tidepool Cir Unit 202 Huntington Beach, CA 92646-8545 INSURER INSURER INSURER D INSURER E INSURER F CnVFRAr;FS CERTIFICATE NUMBER REVISION NUMBER THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS EXCLUSIONS AND CONDITIONS OF SUCH POLICIES LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS INSR LTR TYPE OF INSURANCE ADDL INSD SUER WVD POLICY NUMBER MM DDfYYYY MMLDDY EXP LIMITS COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ CLAIMS -MADE OCCUR DAMAGE PREMISES Es occurrence $ MED EXP (Any one person) $ PERSONAL & ADV INJURY I $ GEN L AGGREGATE LIMIT APPLIES PER GENERAL AGGREGATE I $ POLICY JETF7LOC PRODUCTS - COMP/OP AGG I $ $ OTHER AUTOMOBILE LIABILITY AInI'®o\!C® (� NN GG S -�o v Rfifj �vo COMBINEDdtSINGLE LIMIT $ BODILY INJURY (Per person) S ANY AUTO BODILY INJURY (Per accident) $ ALL OWNED SCHEDULED AUTOS AUTOS NON -OWNED HIRED AUTOS AUTOS /-- P,/Pv PROPERTY DAMAGE Per accident) $ $ /3 1 //2 UMBRELLA LIAB EXCESS LIAR OCCUR CLAIMS -MADE y Michael Gates ( City Atto y I EACH OCCURRENCE $ AGGREGATE $ DED RETENTIONS $ WORKERS COMPENSATION AND EMPLOYERS LIABILITY YIN ANY PROPRIETOR/PARTNERIEXECUTIVE ❑ OFFICER/MEMBER EXCLUDED? (Mandatory in NH) NIA PER TATUTE ER SOER- _ E L EACH ACCIDENT $ E L DISEASE - EA EMPLOYE2 II $ I E L DISEASE - POLICY LIMIT I $ If yes describe under DESCRIPTION OF OPERATIONS below A Commercial Professional Liabil N N PHSD1101663 12/7/2015 12/7/2016 Per Claim/Aggregate $1,000,000 A Commercial Professional Liabil N N PHSD1101663 12/7/2015 12/7/2016 Deductible $5,000 DESCRIPTION OF OPERATIONS/ LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedule, maybe attached if more space is required) RE All Operations of the Named Inusred Evidence of Professional Liability Coverage CERTIFICATE WWI nFR CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE The City of Huntington Beach THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS 2000 Main Street Huntington Beach, CA 92648- I AUTHORIZED REPRESENTATIVE �i � U ltfgB-ZU14 AGUKU GUKPUKA I IUN Aii rignts reserveo ACORD 25 (2014101) The ACORD name and logo are registered marks of ACORD