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CC SR 20151020 G - Agmt for RPVtv ContractorsCITY OF RANCHO PALOS VERDES MEMORANDUM TO: FROM: DATE: SUBJECT: REVIEWED: HONORABLE MAYOR & CITY COUNCIL MEMBERS SEAN M. ROBINSON, HUMAN RESOURCES MANAGE ~ OCTOBER 20, 2015 PROFESSIONAL SERVICES AGREEMENTS FOR RPVtv CONTRACTORS DOUG WILLMORE, CITY MANAGER ()AA.} RECOMMENDATION Authorize the Mayor and City Clerk to sign Professional Services Agreements with Liz Brown Swanson, Producer, to provide television duties for RPVtv. FISCAL IMPACT Budgeted Amount: Additional Appropriation: New Amount Balance: Fund Balance: $ 79,000 $None $None $None Account Number(s): 101 -1006-411-32-00 BACKGROUND On August 4, 2015 the City Council approved the Fourth Amendment to Mark Daddy's Professional Services Agreement as well as the Professional Services Agreements for Maria Serrao and Rocco Sigona. DISCUSSION The Professional Services Agreements with Mark Doddy, Station Manager, Maria Serrao, Producer, and Rocco Sigona, Associate Producer were approved at the August 4, 2015 City Council Meeting to provide continued support of RPVtv via contract services for production, camera work, writing, and editing. Liz Brown Swanson was on leave at that time and was unavailable to be here when those contracts were approved. Ms. Brown 1 RPVtv Professional Services Agreements October 20, 2015 Page 2 of 2 Swanson has since returned and has agreed to the terms of the attached Professional Services Agreement ("PSA"). Under the PSA, Ms. Brown Swanson shall work at an hourly rate of $30. Ms. Brown Swanson shall work on an as-needed basis, not to exceed an average of 20 hours per week over the course of a Fiscal Year, for a total average of 1,040 hours annually. Attachments: Exhibit A -Professional Services Agreement -Liz Brown Swanson (page 3) 2 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 2Q 1h day of October, 2015, by and between CITY and CONTRACTOR. IN CONSIDERATION of the covenants hereinafter set forth, the parties agree as follows: 1.1 Description of Services ARTICLE 1 SCOPE 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. 3 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. 2.1 Fee ARTICLE 2 COMPENSATION (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 4 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 5 lower format for plans. In addition, CONTRACTOR shall provide CITY with those documents both in a printed format and via digital media. 6.1 Representation ARTICLE 6 GENERAL PROVISIONS 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 6 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: 7 ATTEST: CITY CLERK 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 SWANSON BY: ---------- Date CITY OF RANCHO PALOS VERDES, a Municipal Corporation BY: MAYOR -------- Date 8