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HomeMy WebLinkAboutStacey Newton Hoffer - 2015-10-13 CONTRACTS SUBMITTAL TO CITY CLERK'S OFFICE To: JOAN FLYNN, City Clerk Date: October 16, 2015 Name of Contractor: Stacey Newton Hoffer, Consultant Purpose of Contract: To provide services to produce City's Fourth of July Parade Amount of Contract: $27,500.00 Copy of contract distributed to The original insurance certificate/waiver distributed to Risk Management ❑ Initiating Dept INf-}-r�, a-- Cps, S vs Finance Dept ®' ORIGINAL bonds sent to Treasurer ❑ Date: (i-4me/Extensi6n City Attorney's Office G AttyMisc/Contract Forms/City Clerk Transmittal CONSULTANT AGREEMENT BETWEEN THE CITY OF HUNTINGTON BEACH AND STACEY NEWTON HOFFER FOR FOURTH OF JULY EVENT CONSULTING 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 STACEY NEWTON HOFFER, an individual, hereinafter referred to as"CONSULTANT." WHEREAS, CITY desires to engage the services of a consultant to provide FOURTH OF JULY EVENT Consulting Services; 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 to produce CITY's Fourth of July Parade and related events. The specific tasks include coordinating the 4th of July Parade, Surf City Run, Festival at the Pier and the Firework Show. To complete these tasks, the CONSULTANT shall facilitate contracts with service providers and the CITY, solicit sponsorships, provide marketing, fundraising and coordinating logistics related to the above events on the Fourth of July. All requests for participation in the Fourth of July Parade and related events must be presented to the Fourth of July Executive Board by June 1 of each year The decisions of the Board related to participation shall be final. These services shall sometimes hereinafter be referred to as the "PROJECT." 15-4722/ 1260372 docx 1 2. CITY STAFF ASSISTANCE CONSULTANT shall report directly to the City Manager of CITY 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 Octoberl, 2015 (the "Commencement Date"). This Agreement shall automatically terminate three (3) years from the Commencement Date, unless extended or sooner terminated as provided herein. Upon mutual agreement of the parties, this Agreement may be extended for an additional period of two (2) years. 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 as further specified in Exhibit A attached hereto. The total fee, including all costs and expenses, shall not exceed Twenty-seven Thousand Five Hundred Dollars ($27,500.00). 5. EXTRA WORK In the event CITY requires additional services not included contemplated in this Agreement, 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. 154722/1260372 docx 2 6. Reserved 7. Reserved. 8. INDEPENDENT CONTRACTOR CONSULTANT is, and shall be, acting at all tunes 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 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 9. TERMINATION OF AGREEMENT All work required hereunder shall be performed in a good and workmanlike manner. Either party may terminate this Agreement, with or without cause, upon thirty (30) days prior written notice to the other party, whether or not the PROJECT is fully complete. Any termination of this Agreement shall be made in writing, notice of which shall be delivered as provided herein. In the event of termination, all finished and unfinished documents or reports etc. shall, at the option of CITY, become its property and shall be promptly delivered to it by CONSULTANT. 10 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, other than volunteer members of CITY's Fourth of July Executive Board, without the prior express written consent of CITY. If an assignment, delegation or subcontract is 15-4722/ 126037 2.docx 3 approved, all approved assignees, delegates and subconsultants must satisfy the requirements of this Agreement. 11. 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. 12. 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 any financial interest in this Agreement in violation of the applicable provisions of the California Government Code. 13. NOTICES Any notices, certificates, or other communications hereunder shall be given either by personal delivery to CONSULTANT or agent 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• TO CONSULTANT: City of Huntington Beach Stacey Newton Hoffer ATTN City Manager 4U 2 v 2000 Main Street CA E�W Huntington Beach, CA 92648 15-4722/ 126037 2.docx 4 14. CONSENT 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. 15. MODIFICATION No waiver or modification of any language in this Agreement shall be valid unless in writing and duly executed by both parties. 16. 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 party who has signed it. 17. 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 parry 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. 18. SURVIVAL Terms and conditions of this Agreement, which by their sense and context survive the expiration or termination of this Agreement, shall so survive. 15-4722/1260372 docx 5 19 GOVERNING LAW This Agreement shall be governed and construed in accordance with the laws of the State of California. 20. 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. 21. 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. 15-4722/ 126037_2 docx 6 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by and through their authorized officers STACEY NEWTON HOFFER, CITY OF HUNTINGTON BEACH, an individual a mumcip� co oration of the State of California 1 4- V City A*ag StaceKewt�onHo�ffer Pursuant to HBMC 3.03.100 APPROV7:;a City tto y Date. ,t,i 15-4722/ 126037_2 docx 7 EXHIBIT "A" Payment Schedule A. Flat Rate CONSULTANT'S fees for such services shall be billed in a monthly flat rate as set forth below. B. Travel Charges for time during travel are not reimbursable C. Billing 1. All billing shall be done in monthly increments not to exceed $2,291 66, and matched to an appropriate breakdown of the time that was taken to perform that work. 2. Each month's bill should include a total to date. That total should provide, at a glance,the total fees and costs incurred to date for the case or matter. 3. Reserved. 4. CONSULTANT shall submit to CITY an invoice for each monthly payment due Such invoice shall: A) Reference this Agreement, B) Describe the general services performed; and C) Show the total amount of the payment due; Upon submission of any such invoice, if the City Manager is satisfied that CONSULTANT is making satisfactory progress toward completion of tasks in accordance with this Agreement, the City Manager shall approve the invoice, in which event payment shall be made within thirty (30) days of receipt of the invoice by the City Manager. Such approval shall not be unreasonably withheld. If the City Manager does not approve an invoice, the City Manager shall notify CONSULTANT in writing of the reasons for non-approval and the schedule of performance set forth in Exhibit "A" may at the option of the City Manager be suspended until the parties agree that past performance by CONSULTANT is in, or has been brought into compliance, or until this Agreement has expired or is terminated as provided herein. 154722/126037_2 docx 8 5. Any billings for extra work or additional services authorized in advance and in writing by CITY shall be invoiced separately to CITY. Such invoice shall contain all of the information required above, and in addition shall list the hours expended and hourly rate charged for such time. Such invoices shall be approved by CITY if the work performed is in accordance with the extra work or additional services requested, and if CITY is satisfied that the statement of hours worked and costs incurred is accurate Such approval shall not be unreasonably withheld. Any dispute between the parties concerning payment of such an invoice shall be treated as separate and apart from the ongoing performance of the remainder of this Agreement. 15-4722/ 1260372 docx 9