Liz Brown Swanson Professional Services Agreement AGREEMENT FOR PROFESSIONAL SERVICES
BETWEEN THE CITY OF RANCHO PALOS VERDES
AND LIZ BROWN SWANSON
THIS AGREEMENT FOR PROFESSIONAL SERVICES (this "AGREEMENT") is made
between the City of Rancho Palos Verdes ("CITY") and Liz Brown Swanson
("CONTRACTOR"). CONTRACTOR and CITY are referred to collectively as "the
parties."
WHEREAS, CITY is seeking the professional services of an individual to be a producer
for its educational access channel (Channel 33 , RPVtv) and its cable television studio;
and
WHEREAS, CONTRACTOR has served in this capacity for CITY and has demonstrated
to CITY that she is qualified to perform these services on behalf of CITY;
NOW, THEREFORE, THIS AGREEMENT is made and entered into this 20th day of
October, 2015, by and between CITY and CONTRACTOR.
IN CONSIDERATION of the covenants hereinafter set forth, the parties agree as
follows:
ARTICLE 1
SCOPE OF SERVICES
1.1 Description of Services
During the term of this AGREEMENT, CONTRACTOR shall serve as CITY's
RPVtv Associate Producer. In that regard, CONTRACTOR shall be responsible for all
facets of the TV productions created with RPVtv equipment and resources under the
guidance of the RPVtv Station Manager. The bulk of the programming will be edited
independently created using CONTRACTOR'S tools and resources supplied by
CCONTRACTOR. Access will be granted to RPVtv equipment with express written
permission provided by the RPVtv Station Manager and approved equipment release
form. Responsibilities, as needed by RPVtv Station Manager, include:
1. Creating, producing, editing and delivering finished TV products to the RPVtv
Station Manager in a timely manner and within set deadlines.
2. Attending and contributing to RPVtv Staff Meetings and other RPVtv
functions as requested by RPVtv Station Manager.
3. Setting up dates and times of Productions and use of RPVtv resources in
coordination with the RPVtv Station Manager and other RPVtv Staff,
producers, interns and volunteers.
4. Aiding in the assistance and instruction of interns and volunteers; and
assisting in maintaining a communication portal for RPVtv to the general
public and residents of the Peninsula.
5. Assisting in special RPVtv projects as needed by the City of Rancho Palos
Verdes under the direction of the RPVtv Station Manager.
CONTRACTOR shall perform said duties professionally and with due diligence in a timely
manner that is consistent with industry standards for professional skill and care and in
accordance with all applicable CITY rules and policies, which shall be provided to
CONTRACTOR by the City Manager. CONTRACTOR shall report to the City Manager or to
the City Manager's designee. Any purchase of supplies or equipment shall be made in
accordance with the CITY's purchasing policies and shall be pre-approved by the City Manager
or the City Manager's designee.
ARTICLE 2
COMPENSATION
2.1 Fee
(a) CITY will compensate CONTRACTOR at the rate of $30.00 per hour, on
an as-needed basis, not-to-exceed an average 20 hours per week, unless first approved in
writing by the City Manager or her/his designee.
(b) CITY may request additional specified work under this AGREEMENT. All
such work must be authorized in writing by the City Manager prior to commencement by
CONTRACTOR.
2.2 Payment Address
All payments due CONTRACTOR shall be paid to CONTRACTOR at the
address provided by CONTRACTOR to CITY, which is set forth in Article 6.10 of this
AGREEMENT.
2.3 Terms of Compensation
CONTRACTOR will submit invoices to CITY twice monthly. CITY will pay all
undisputed invoice amounts within 30 days of receipt of the invoice. CITY will use its best
efforts to notify CONTRACTOR of any disputed invoice amounts or claimed completion
percentages within 15 days of the receipt of each invoice. However, CITY's failure to timely
notify CONTRACTOR of a disputed amount shall not be deemed a waiver of CITY's right to
challenge that amount.
Additionally, if CITY fails to pay any undisputed amounts due CONTRACTOR
within 60 days after invoices are received by CITY, then CONTRACTOR shall have the right
to consider that default a total breach of this AGREEMENT, and this AGREEMENT may be
terminated by CONTRACTOR upon 10 working days' advance written notice to CITY.
2.4 Term of Agreement
This AGREEMENT shall commence on the day it is signed, and shall terminate
on June 30, 2016, unless further extended upon the mutual agreement of the parties.
ARTICLE 3
INSURANCE
3.1 Automobile Insurance
CONTRACTOR shall at all times during the term of this AGREEMENT obtain,
maintain, and keep in full force and effect, an automobile insurance policy that complies with
the requirements of State law.
3.2 Workers' Compensation Insurance
CONTRACTOR will maintain in force at all times during the performance of
work under this AGREEMENT workers' compensation insurance as required by law.
3.3 Certificate of Insurance
At all times during the term of this AGREEMENT, CONTRACTOR shall maintain
on file with the CITY Clerk certificates of insurance showing that the required policies are in
effect.
ARTICLE 4
TERMINATION
4.1 Termination of Agreement
(a) This AGREEMENT may be terminated at any time, with or without cause,
by either party upon 30 days prior written notice; provided, however, that if CONTRACTOR
violates any applicable City policy while performing her duties pursuant to this AGREEMENT,
CITY may terminate this AGREEMENT immediately. Notice shall be deemed served upon
deposit in the United States Mail of a certified or registered letter, postage prepaid, return
receipt requested, addressed to the other party, or upon personal service of that notice to the
other party, at the address set forth in Article 6.10.
(b) In the event of termination or cancellation of this AGREEMENT by
CONTRACTOR or CITY, due to no fault or failure of performance by CONTRACTOR,
CONTRACTOR shall be paid compensation for all services performed in accordance with all
of the terms and provisions of this AGREEMENT prior to the effective date of termination or
cancellation; provided, in no event shall the amount of money paid under the foregoing
provisions of this paragraph exceed the amount of total compensation that would have been
paid to CONTRACTOR for the full performance of the services, as specified in Article 2.1.(a).
ARTICLE 5
OWNERSHIP OF DOCUMENTS
5.1 Ownership of Documents and Work Product
All final reports and other documents prepared by CONTRACTOR pursuant to
this AGREEMENT are instruments of service, which shall be deemed the CITY'S property. If
a document is prepared by CONTRACTOR on a computer, CONTRACTOR shall prepare
such document in a Microsoft® Word 2013 or lower format for text, and AutoCAD 2006 or
lower format for plans. In addition, CONTRACTOR shall provide CITY with those documents
both in a printed format and via digital media.
ARTICLE 6
GENERAL PROVISIONS
6.1 Representation
CITY's representative shall be the City Manager or the City Manager's
designee. CONTRACTOR shall represent her/himself.
6.2 Fair Employment Practices/Equal Opportunity Acts
In the performance of this AGREEMENT, CONTRACTOR shall comply with all
applicable provisions of the California Fair Employment Practices Act(California Government
Code Sections 12940-48), the applicable equal employment provisions of the Civil Rights Act
of 1964 (42 U.S.C. 200e-217), and the Americans with Disabilities Act of 1992 (42 U.S.C. §
11200, et seq.).
6.3 Personnel
If first approved by the City Manager, CONTRACTOR may recommend that
CITY employ part time staff or student interns to operate Channel 33 or the cable studio.
6.4 Conflicts of Interest
CONTRACTOR agrees not to accept any employment or representation during
the term of this AGREEMENT, or within 12 months after completion of the work under this
AGREEMENT, which is or may likely make CONTRACTOR "financially interested" (as
provided in California Government Code Section 1090 and 87100) in any decisions made by
CITY on any matter in connection with which CONTRACTOR has been retained pursuant to
this AGREEMENT.
6.5 Legal Action
(a) Should either party to this AGREEMENT bring legal action against the
other, the case shall be brought in a court of competent jurisdiction in Los Angeles County,
California, and the party prevailing in that action shall be entitled to recover its costs of
litigation, including reasonable attorneys' fees, which shall be fixed by the judge hearing the
case, and such fees shall be included in the judgment.
(b) Should any legal action involving the CITY be brought against CITY by a
party other than CONTRACTOR, and should that action require the testimony of
CONTRACTOR when there is no allegation that CONTRACTOR was negligent, CITY shall
compensate CONTRACTOR for its testimony and preparation to testify at the rate of$30.00
per hour.
6.6 Assignment
This AGREEMENT shall not be assignable by either party without the prior
written consent of the other party.
6.7 Independent Contractor
CONTRACTOR is and shall at all times remain, as to the CITY, a wholly
independent CONTRACTOR. Neither the CITY nor any of its agents shall have control over
the conduct of CONTRACTOR or any of the CONTRACTOR'S employees, except as herein
set forth. CONTRACTOR expressly warrants not to, at any time or in any manner, represent
that it, or any of its agents, servants or employees, are in any manner agents, servants, or
employees of CITY, it being understood that CONTRACTOR is, and shall at all times remain
to CITY, a wholly-independent CONTRACTOR and that CONTRACTOR'S obligations to
CITY are solely those set forth in this AGREEMENT.
6.8 Captions
The captions used in this AGREEMENT are for general reference only and are
not part of the AGREEMENT.
6.9 Entire Agreement
This AGREEMENT represents the entire and integrated AGREEMENT
between CITY and CONTRACTOR and supersedes all prior negotiations, representations,
or agreements, whether written or oral. This AGREEMENT may be modified or amended only
by a subsequent written AGREEMENT signed by both parties.
6.10 Notices
All notices pertaining to this AGREEMENT shall be in writing and addressed as:
If to CONTRACTOR:
Ms. Liz Brown Swanson
If to CITY:
Mr. Doug Willmore, City Manager
City of Rancho Palos Verdes
30940 Hawthorne Blvd.
Rancho Palos Verdes, CA 90275
TO EFFECTUATE THIS AGREEMENT, the parties have executed this
AGREEMENT as of the dates set forth below.
"CONTRACTOR" LIZ BROWN S ANSON
BY•
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CITY OF RANCHO PALOS VERDES,
a Municipal Corporation
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