HomeMy WebLinkAbout2012-006 SW Martin Interim Promotions (2) CITY OF ATASCADERO
191
Elk,
CONTRACT FOR
S. W. Martin and Associates
for
Interim Promotions Services
City of Atascadero
S.W. Martin and Associates
TABLE OF CONTENTS
1 SCOPE AND STANDARDS-. ........... ........................................ ........ ................. 1
A. CONTRACT....................... ............................ ......... ........... .......... ...... 1
2 EMPLOYMENT STATUS OF PERSONNEL: ....... ........ .................. 1
A. INDEPENDENT CONTRACTOR; EMPLOYEES OF CONTRACTOR...... 1
B. INDEPENDENT INVESTIGATION ........__............ ...................... ......._.. 2
C. COMPLIANCE WITH EMPLOYMENT LAWS...... ................. .......... 2
D. UNLAWFUL DISCRIMINATION PROHIBITED......................................... 2
3. TIME OF PERFORMANCE,- ..1..... ...............................................................I....... 2
4. COMPENSATION: .............. ............................................................................. 2
A. TERMS.... ........._............................................... 2
B. NO PAY FOR ADDITIONAL SERVICES WITHOUT WRITING................ 2
5. SUPERVISON, LABOR AGREEMENTS AND PERSONNEL: ............................ 3
A. CONTRACTOR SUPERVISES PERSONNEL.......................................... 3
B. PERFORMANCE NOT SUBJECT TO EMPLOYMENT AGREEMENTS _ 3
C. APPROVAL OF STAFF MEMBERS ....... .................... ................ ....... 3
6. TERMINATION....._.... ........... .......................................... ........................... .... 3
A. 30 DAYS NOTICE ....... ...... ................. ........... ....................................... 3
B. OBLIGATIONS SURVIVE TERMINATION ............................................... 3
7. CHANGES'..-.-.....I.I1.1.1.................. .........I..................I.......................... 4
8 PROPERTY OF CITY:......................................................................................... 4
A. MATERIALS PREPARED EXCLUSIVE PROPERTY OF CITY................ 4
B. CONTRACTOR TO DELIVER CITY PROPERTY .................................... 4
9. CONFLICTS OF INTEREST: ..... ........................................................................ 4
A. CONTRACTOR ............... ........................................................................ 4
10. CONFIDENTIAL INFORMATION: .....1......................................... ................. 5
A. ALL INFORMATION KEPT IN CONFIDENCE.......................................... 5
B. REIMBURSEMENT FOR UNAUTHORIZED RELEASE........................... 5
C. COOPERATION ........ ......._......__................................................. 5
11, PROVISION OF LABOR, EQUIPMENT AND SUPPLIES: .................................. 5
A. CONTRACTOR PROPERTY,.... .............. ........ ...................................... 5
B. SPECIAL SUPPLIES ............................................. .................................. 5
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S.W. Martin and Associates
12. COMPLIANCE WITH LAW.......... ............................................ 6
A. COMPLIANCE REQUIRED ..... ........................._1.................. 6
13. SUBCONTRACTING:.......................................................................................... 6
14. ASSIGNABILITY:... ............................... ...... ............................................. 6
15. LIABILITY OF CONTRACTOR:....... ............... ................................................. 6
16. INDEMNIFICATION:...................... ............................... ..................................... 7
A. INDEMNIFICATION FOR PROFESSIONAL LIABILITY ........................... 7
B. INDEMNIFICTiON FOR OTHER THAN PROFESSIONAL LIABILITY ..... 7
C. GENERAL INDEMNIFICATION PROVISIONS............... .............. 7
17. INSURANCE. .......... .............. .......... .............................. ...........................__ 7
18. RECORDS-. .......1............ ................ ...... ......... .................. 7
19. MISCELLANEOUS PROVISIONS .......I I....I.................... 8
A. NONDISCRIMINATION/NON PREFERENTIAL TREATMENT
STATEMENT......... .......................... ....................................................... 8
B. UNAUTHORIZED ALIENS......._............ ...... ....................................... ... 8
C. GOVERNING LAW............. ..................................................................... 8
D. ASSIGNMENT OR SUBSTITUTION ......__.............................................. 8
E. ENTIRE CONTRACT................ ..................................... ................. 8
F. AMENDMENTS ...... ............ ......... ........................................... 9
G CONSTRUCTION AND INTERPRETATION ............................................ 9
H. WAIVER ... .............................. ............................ ................................... 9
1. SEVERABILITY...................................................................................__ 9
J. NOTICES... ......... ........................................ ....................... ................... 9
K. AUTHORITY TO EXECUTE...... ...... ................................... ......... ... 9
ATTACHMENT — CERTIFICATE OF COMPLIANCE................. ...........11
EXHIBITS
EXHIBIT A SCOPE OF WORK .................. .......... ....................... ........_ 12
EXHIBIT B COMPENSATION & METHOD OF PAYMENT......................._..... 13
EXHIBIT C INSURANCE REQUIREMENTS FOR CONTRACTORS................ 14
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City of Atascadero
S.W. Martin and Associates
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t CAD
CONTRACTOR SERVICES AGREEMENT
FOR THE
CITY OF ATASCADERO
S.W. Martin and Associates
THIS CONTRACT is made and entered into between City of Atascadero ("City")
and S.W. Martin and Associates ("Contractor"). City and Contractor agree as follows:
1. SCOPE AND STANDARDS:
A. CONTRACT. Contractor shall do all work, attend all meetings, produce all
reports and carry out all activities necessary to complete the services described
in the SCOPE OF WORK AND STANDARDS FOR SERVICES, attached hereto
and incorporated herein by this reference as Exhibit A, as requested by the City.
This Contract and its exhibits shall be known as the "Contract Documents."
Terms set forth in any Contract Document shall be deemed to be incorporated in
all Contract Documents as if set forth in full therein.
2. EMPLOYMENT STATUS OF PERSONNEL:
A. INDEPENDENT CONTRACTOR; EMPLOYEES OF CONTRACTOR. Contractor
enters into this Contract as, and shall at all times remain as to the City, an
independent contractor and not as an employee of the City. Nothing in this
Contract shall be construed to be inconsistent with this relationship or status. Any
persons employed by Contractor for the performance of services pursuant to this
Contract shall remain employees of Contractor, shall at all times be under the
direction and control of Contractor, and shall not be considered employees of City.
All persons employed by Contractor to perform services pursuant to this Contract
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City of Atascadero
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shall be entitled solely to the right and privileges afforded to
Contractor employees and shall not be entitled, as a result of providing services
hereunder, to any additional rights or privileges that may be afforded to City
employees.
B. INDEPENDENT INVESTIGATION. The Contractor agrees and hereby represents It
has satisfied itself by its own investigation and research regarding the conditions affecting the
work to be done and labor and materials needed, and that its decision to execute this Contract
is based on such independent investigation and research.
C. COMPLIANCE WITH EMPLOYMENT LAWS. The Contractor shall keep itself fully
informed of, shall observe and comply with, and shall cause any and all persons, firms or
corporations employed by it or under its control to observe and comply with, applicable federal,
state, county and municipal laws, ordinances, regulations, orders and decrees which in any
manner affect those engaged or employed on the work described by this Contract or the
materials used or which in any way affect the conduct of the work.
D. UNLAWFUL DISCRIMINATION PROHIBITED. Contractor shall not engage in
unlawful employment discrimination. Such unlawful employment discrimination includes, but is
not limited to, employment discrimination based upon a person's race, religious creed, color,
national origin, ancestry, physical handicap, medical condition, marital status, gender,
citizenship or sexual orientation.
3. TIME OF PERFORMANCE:
The services of Contractor are to commence on July 1, 2012 and completed in a prompt
and timely manner, in accordance with the Scope of Work referenced in Exhibit A. Except as
provided in Sections 6 and 19 below, this Contract shall terminate on October 30, 2012, unless
extended by the mutual agreement of both parties. This pilot program will undergo an annual
review with possible revisions.
4. COMPENSATION:
A. TERMS. Compensation to the Contractor shall be as set forth in Exhibit B
attached hereto and made a part hereof.
B, NO PAY FOR ADDITIONAL SERVICES WITHOUT WRITING. Contractor shall not
be compensated for any services rendered in connection with its performance of
this Contract, which are in addition to those set forth herein or listed in Exhibit A,
unless such additional services are authorized in advance and in writing by the City
Manager or the City Manager's designee (hereinafter "City Manager" shall include
the City Manager's designee). Contractor shall be compensated for any additional
services in the amounts and in the manner as agreed to by City and Contractor at
the time City's express written authorization signed by the City Manager is given to
Contractor for the performance of said services.
City of Atascadero
S.W. (Martin and Associates Y
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5. SUPERVISON, LABOR AGREEMENTS AND PERSONNEL:
A. CONTRACTOR SUPERVISES PERSONNEL. The Contractor shall have the
responsibility for supervising the services provided under this Contract, hiring of personnel,
establishing standards of performance, assignment of personnel, determining and affecting
discipline, determining required training, maintaining personnel files, and other matters
relating to the performance of services and control of personnel. The City Manager may use
any reasonable means to monitor performance and the Contractor shall comply with the City
Manager's request to monitor performance.
B. PERFORMANCE NOT SUBJECT TO EMPLOYMENT AGREEMENTS. The City
acknowledges that the Contractor may be obligated to comply with bargaining agreements
and/or other agreements with employees and that the Contractor is legally obligated to comply
with these Contracts. It is expressly the intent of the parties and it is agreed by the parties that
the Contractor's performance shall not in any manner be subject to any bargaining
agreement(s) or any other agreement(s) the Contractor may have covering and/or with is
employees.
C. APPROVAL OF STAFF MEMBERS. Contractor shall make every reasonable effort
to maintain the stability and continuity of Contractor's staff assigned to perform the services
required under this Contract. Contractor shall notify City of any changes in Contractor's staff to
be assigned to perform the services required under this Contract and shall obtain the approval
of the City Manager of a list of all proposed staff members who are to be assigned to perform
services under this Contract prior to any such performance.
6. TERMINATION:
A. 30 DAYS NOTICE. The City, upon 30 days written notice, may terminate this
Contract, without cause, at any time. In the event of such termination, Contractor shall be
compensated for non-disputed fees under the terms of this Contract up to the date of
termination.
B. OBLIGATIONS SURVIVE TERMINATION. Notwithstanding any termination of this
Contract, Contractor shall not be relieved of liability to the City for damages sustained by the
City by virtue of any breach of this Contract by Contractor, and the City may withhold any
payments due to Contractor until such time as the exact amount of damages, if any, due the
City from Contractor is determined. All of the indemnification, defense and hold harmless
obligations in this Contract shall survive termination.
City of Atascadero
S.W. Martin and Associates
7. CHANGES:
The City or Contractor may, from time to time, request changes in the scope of the
services of Contractor to be performed hereunder. Such changes, including any increase or
decrease in the amount of Contractor's compensation and/or changes in the schedule must be
authorized in advance by both Parties in writing. Mutually agreed changes shall be
incorporated in written amendments to this Contract. Any increase in the amount of
Contractor's compensation and/or changes in Exhibit A and or Exhibit B must be authorized in
advance by the City Manager.
8. PROPERTY OF CITY-
A. MATERIALS PREPARED EXCLUSIVE PROPERTY OF CITY. It is mutually agreed
that all materials prepared by the Contractor under this Contract are upon creation and shall be
at all times the exclusive property of the City, and the Contractor shall have no property right
therein whatsoever. City agrees that Contractor shall bear no responsibility for any reuse of the
materials prepared by the Contractor if used for purposes other than those expressly set forth
in the Intended Use of Contractor's Products and Materials section of this Contract. Contractor
shall not disseminate any information or reports gathered or created pursuant to this Contract
without the prior written approval of City including without limitation information or reports
required by government agencies to enable Contractor to perform its duties under this Contract
and as may be required under the California Public Records Act excepting therefrom as may
be provided by court order. Contractor will be allowed to retain copies of all deliverables.
B. CONTRACTOR TO DELIVER CITY PROPERTY, Immediately upon termination, or
upon the request by the City, the City shall be entitled to, and the Contractor shall deliver to the
City, all data, drawings, specifications, reports, estimates, summaries and other such materials
and property of the City as may have been prepared or accumulated to date by the Contractor
in performing this Contract. Contractor will be allowed to retain copies of all deliverables to the
City.
9. CONFLICTS OF INTEREST:
A. CONTRACTOR covenants that neither it, nor any officer or principal of its firm, has
or shall acquire any interest, directly or indirectly, which would conflict in any manner with the
interests of City or which would in any way hinder Contractor's performance of services under
this Contract. Contractor further covenants that in the performance of this Contract, Contractor
shall take reasonable care to ensure that no person having any such interest shall be
employed by it as an officer, employee, agent or subcontractor without the express written
consent of the City Manager. Contractor agrees to at all times avoid conflicts of interest or the
appearance of any conflicts of interest with the interests of City in the performance of this
Contract. Contractor agrees to include language similar to this Section 9(A) in all contracts
with subcontractors and agents for the work contemplated herein.
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10.CONFIDENTIAL INFORMATION:
A. ALL INFORMATION KEPT IN CONFIDENCE. All materials prepared or assembled
by Contractor pursuant to performance of this Contract are confidential and Contractor agrees
that they shall not be made available to any individual or organization without the prior written
approval of the City, except by court order.
B. REIMBURSEMENT FOR UNAUTHORIZED RELEASE. If Contractor or any of its
officers, employees, or subcontractors does voluntarily provide information in violation of this
Contract, the City has the right to reimbursement and indemnity from party releasing such
information for any damages caused by the releasing party's, including the non-releasing
party's attorney's fees and disbursements, including without limitation expert's fees and
disbursements.
C. COOPERATION. City and Contractor shall promptly notify the other party should
Contractor or City, its officers, employees, agents, or subcontractors be served with any
summons, complaint, subpoena, notice of deposition, request for documents, interrogatories,
request for admissions or other discovery request, court order or subpoena from any party
regarding this Contract and the work performed thereunder or with respect to any project or
property located within the City. City and Contractor each retains the right, but has no
obligation, to represent the other party and/or be present at any deposition, hearing or similar
proceeding. Contractor and City agree to cooperate fully with the other party and to provide the
other party with the opportunity to review any response to discovery requests provided by
Contractor or City. However, City and Contractor's right to review any such response does not
imply or mean the right by the other party to control, direct, or rewrite said response.
11. PROVISION OF LABOR, EQUIPMENT AND SUPPLIES:
A. CONTRACTOR PROPERTY. Contractor shall furnish all necessary labor,
supervision, equipment, communications facilities, and supplies necessary to perform the
services required by this Contract. City acknowledges that all equipment and other tangible
assets used by Contractor in providing these services are the property of Contractor and shall
remain the property of Contractor upon termination of this Contract.
B. SPECIAL SUPPLIES. City shall be responsible for supplying any special supplies,
stationary, notices, forms or similar items that it requires to be issued with a City logo. All such
items shall be approved by the City Manager and shall be provided at City's sole cost and
expense-
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12. COMPLIANCE WITH LAW:
A. COMPLIANCE REQUIRED. Contractor shall keep itself informed of applicable local,
state, and federal laws and regulations which may affect those employed by it or in any way
affect the performance of its services pursuant to this Contract. Contractor shall observe and
comply with all applicable laws, ordinances, regulations and codes of federal, state and local
governments, and shall commit no trespass on any public or private property in performing any
of the work authorized by this Contract. Contractor shall at all times hold a valid contractor's
license if performing any function or activity for which a license is required pursuant to Chapter
9 (commencing with section 7000) of Division 3 of the California Business and Professions
Code, and Contractor shall provide a copy of the license(s) upon the request of the City. The
City, its officials, officers, elected officials, appointed officials and employees shall not be liable
at law or in equity as a result of any failure of contractor to comply with this section.
13. SUBCONTRACTING:
None of the services covered by this Contract shall be subcontracted without the prior
written consent of the City Manager. Contractor shall be as fully responsible to the City for the
negligent acts and omissions of its contractors and subcontractors, and of persons either
directly or indirectly employed by them, as it is for the negligent acts and omissions of persons
directly employed by Contractor.
14. ASSIGNABILITY:
Contractor shall not assign or transfer any interest in this Contract whether by
assignment or notation. However, claims for money due or to become due Contractor from the
City under this Contract may be assigned to a financial institution, but only with prior written
consent of the City Manager. Notice of any assignment or transfer whether voluntary or
involuntary shall be furnished promptly to the City. The rights and benefits under this
agreement are for the sole and exclusive benefit of the City and this Contract shall not be
construed that any third party has an interest in the Contract.
15. LIABILITY OF CONTRACTOR:
Contractor shall be responsible for performing the work under this Contract in a manner
which is consistent with the generally accepted standards of Contractor's profession and shall
be liable for its own negligence and the negligent acts of its employees, agents, contractors
and subcontractors. The City shall have no right of control over the manner in which the work
is to be done but only as to its outcome, and shall not be charged with the responsibility of
preventing risk to Contractor or its employees, agents, contractors or subcontractors.
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16. INDEMNIFICATION:
A. INDEMNIFICATION FOR PROFESSIONAL LIABILITY. When the law
establishes a professional standard of care for Contractor's Services, to the fullest extent
permitted by law, Contractor shall indemnify, protect, defend and hold harmless City and
any and all of its officials, employees and agents ("Indemnified Parties") from and against
any and all losses, liabilities, damages, costs and expenses, including attorneys fees and
costs to the extent same are caused in whole or in part by any negligence or wrongful act,
error or omission of Contractor, willful misconduct, or recklessness of its officers, agents,
employees or subcontractors (or any entity or individual that Contractor shall bear the legal
liability thereof? in the performance of professional services under this agreement.
B. INDEMNIFICATION FOR OTHER THAN PROFESSIONAL LIABILITY. Other
than in the performance of professional services and to the full extent permitted by law,
Contractor shall indemnify, defend and hold harmless City, and any and all of its
employees, officials and agents from and against any liability (including liability for claims,
suits, actions, arbitration proceedings, administrative proceedings, regulatory proceedings,
losses, expenses or costs of any kind, whether actual, alleged or threatened, including
attorney's fees and costs, court costs, interest, defense costs, and expert witness fees),
where the same arise out of, are a consequence of, or are in any way attributable to, in
whole or in part, the performance of this Agreement by Contractor or by any individual or
entity for which contractor is legally liable, including but not limited to officers, agents,
employees or subcontractors of Contractor.
C.GENERAL INDEMNIFICATION PROVISIONS. Contractor agrees to obtain
executed indemnity agreements with provisions identical to those set forth here in this
section for each and every subcontractor or any other person or entity involved by, for,
with or on behalf of Contractor in the performance of this agreement. In the event
contractor fails to obtain such indemnity obligations from others as required here,
Contractor agrees to be fully responsible according to the terms of this section. Failure of
City to monitor compliance with these requirements imposes no additional obligations on
City and will in no way act as a waiver of any rights hereunder. This obligation to
indemnify and defend City as set forth here is binding on the successor, assigns or heirs of
Contractor and shall survive the termination of this agreement or this section.
17. INSURANCE:
Contractor shall maintain prior to the beginning of and for the duration of this Agreement
insurance coverage as specified in Exhibit C attached to and part of this agreement.
18. RECORDS:
Contractor shall maintain complete and accurate records with respect to labor costs,
material expenses, parcels abated or serviced and other such information required by City that
relates to the performance of services under this Contract. Contractor shall maintain adequate
records of services provided in sufficient detail to permit an evaluation of services. All such
records shall be maintained in accordance with generally accepted accounting principles and
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City of Atascadero
S.W. Martin and Associates
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shall be clearly identified and readily accessible and in a form acceptable to the
City, which the City may specify and change from time to time. Contractor shall provide free
access to the representatives of City or its designees, at reasonable times, to such books and
records, shall give City the right to examine and audit said books and records, shall permit City
to make transcripts therefrom as necessary, and shall allow inspection of all work, data,
documents, proceedings, and activities related to this Contract. Such records, together with
supporting documents, shall be maintained for a period of three (3) years after receipt of final
payment.
19. MISCELLANEOUS PROVISIONS:
A. ASSIGNMENT OR SUBSTITUTION. City has an NONDISCRIMINATION
NONPREFERENTIAL TREATMENT STATEMENT In performing this Contract, the parties
shall not discriminate or grant preferential treatment on the basis of race, sex, color, age,
religion, sexual orientation, disability, ethnicity, or national origin, and shall comply to the fullest
extent allowed by law, with all applicable local, state, and federal laws relating to
nondiscrimination.
B. UNAUTHORIZED ALIENS. Contractor hereby promises and agrees to comply with
all of the provisions of the Federal Immigration and Nationality Act (8 U.S.C.A. & 1101 et seq.),
as amended; and in connection therewith, shall not employ unauthorized aliens as defined
therein. Should Contractor so employ such unauthorized aliens for the performance of work
and/or services covered by this contract, and should the Federal Government impose
sanctions against the City for such use of unauthorized aliens, Contractor hereby agrees to,
and shall, reimburse City for the cost of all such sanctions imposed, together with any and all
costs, including attorneys' fees, incurred by the City in connection therewith.
C. GOVERNING LAW. The City and Contractor understand and agree that the laws of
the State of California shall govern the rights, obligations, duties, and liabilities of the parties to
this Contract and also govern the interpretation of this Contract. Any litigation concerning this
Contract shall take place in the San Luis Obispo Superior Court, federal diversity jurisdiction
being expressly waived.
D. ASSIGNMENT OR SUBSTITUTION. City has an Interest in the qualifications of and
capability of the persons and entities that will fulfill the duties and obligations imposed upon
Contractor by this Contract. In recognition of that interest, neither any complete nor partial
assignment of this Contract, may be made by Contractor nor changed, substituted for, deleted,
or added to without the prior written consent of City which consent shall not be unreasonably
withheld. Any attempted assignment or substitution shall be ineffective, null, and void, and
constitute a material breach of this Contract entitling City to any and all remedies at law or in
equity, including summary termination of this Contract. Subcontracts, if any, shall contain a
provision making them subject to all provisions stipulated in this Contract.
E. ENTIRE CONTRACT. This Contract constitutes the entire Contract and
understanding between the parties relative to the services specified herein and there are no
understandings, agreements, conditions, representations, warranties or promises, with respect
to this Contract, except those contained in or referred to in this Contract and this Contract
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City of Atascadero
S.W. Martin and Associates
supersedes all prior understandings, agreements, courses of conduct, prior
dealings among the parties and documentation of any kind without limitation.
F. AMENDMENTS. This Contract may be modified or amended, or any of its
provisions waived, only by a subsequent written agreement executed by each of the parties.
The parties agree that this requirement for written modifications cannot be waived and any
attempted waiver shall be void.
G.CONSTRUCTION AND INTERPRETATION. Contractor and City agree and
acknowledge that the provisions of this Contract have been arrived at through negotiation and
that each party has had a full and fair opportunity to revise the provisions of this Contract and
to have such provisions reviewed by legal counsel. Therefore, any ambiguities in construing or
interpreting this Contract shall not be resolved against the drafting party. The titles of the
various sections are merely informational and shall not be construed as a substantive portion
of this Contract.
H.WAIVER. The waiver at any time by any party of any of its rights with respect to
a default or other matter arising in connection with this Contract shall not be deemed a wavier
with respect to any subsequent default or other matter.
1. SEVERABILITY. The invalidity, illegality or unenforceability, of any provision of
this Contract shall not render the other provisions invalid, 'Illegal or unenforceable.
J. NOTICES. All invoices, payments, notices, demands, requests, comments, or
approvals that are required to be given by one party to the other under this Contract shall be
in writing and shall be deemed to have been given if delivered personally or enclosed in a
properly addressed envelope and deposited in a United States Post Office for delivery by
registered or certified mail addressed to the parties (deemed to have been received three (3)
business days after deposit in the U.S. Mail) at the following addresses:
City: City of Atascadero
City Manager
6907 El Camino Real
Atascadero, CA 93422
Contractor S.W. Martin and Associates
Steve Martin
1015 Samantha Way
Paso Robles, CA 93446
Each party may change the address at which it gives notice by giving ten (10) days
advance, written notice to the other party.
K. AUTHORITY TO EXECUTE. The person or persons executing this Contract on
behalf of Contractor warrant and represent that they have the authority to execute this Contract
on behalf of their City and further warrant and represent that they have the authority to bind
Contractor to the performance of its obligations hereunder.
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City of Atascadero
S.W. Martin and Associates
AGREED to this 1,4 day of 2012 by the parties as
follows.
Approved as to form: S.WyMlartin ndAssociates
i
By:
Counsel for contractor Steve 9arfiin, Owner
Approved as to form: CITY OF ATASCADERO
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By: --dam By.-
Brian
y:Brian A. Pierik, City Attorney Wade G. McKinney, City Manager
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City of Atascadero
S.W. Martin and Associates
CERTIFICATE OF COMPLIANCE
WITH LABOR CODE § 3700
1 am aware of the provisions of Section 3700 of the Labor Code which require every employer
to be insured against liability for workers' compensation or to undertake self-insurance in
accordance with the provisions of that code, and I have complied or will comply with such
provisions before commencing the performance of the work of this contract. (Cal. Labor C.
§§1860, 1861.)
CONTRACTOR
3Y'I
Steve Martin, Owner
S.W. Martin and Associates
Il
EXHIBIT A
Scope of Work
Interim Promotional Activities
Contractor agrees to devote the hours necessary to perform the services set forth in this
agreement in an efficient and effective manner. Contractor may represent, perform services
for, and be employed by additional individuals or entities, in Contractor's sole discretion, as
long as the performance of these extra-contractual services does not interfere with or present
a conflict with City's business.
Contractor shall provide services to the City of Atascadero including, but not limited to, the
following:
• Prepare Monthly progress reports.
Maintain and continually enhance the "Visit Atascadero" website.
• Provide training to City, stakeholders and resource providers on website content to
promote use and connectivity of the "Visit Atascadero" website.
• Represent the City to the Visitors and Conference Bureau, provide event and promotion
information, participate in the website and social media forums.
• Represent the City to Visit California, provide event and promotion information,
participate in the website and social media forums.
® Prepare, provide advice and distribute press releases for the City.
® Provide public relations services to community partners and allied agencies. This would
include promotion of events and positive news to market Atascadero. This also
includes coordinating with the various allied agencies including the Chamber of
Commerce, Historical Society and others.
® Assist the City and its partners to maintain a community events calendar.
As a separate service, Contractor agrees to provide consultation services to the City and
partner organizations regarding the Savor event. This service shall be billed at $75.00 per
hour for a maximum of 50 hours.
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EXHIBIT B
Compensation and Method of Payment
Contractor is to be compensated for services rendered upon presentation of an invoice on a
monthly basis at $4,600 per month. Any invoice for consultation services related to Savor will
be separately invoiced at $75 per hour for a maximum of 50 hours_
TheCity reserves the right to inspect the Contractor's financial records. The Contractor may
have up to 48 hours to present his/her financial records if requested.
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MIT C
INSURANCE REQX11 f ITS FOR CONTRACTORS
Contractor shall procure and maintain for the duration of the contract insurance against claims
for injuries to persons or damages to property which may arise from or in connection with the
performance of the work hereunder and the results of that work by the Contractor, his agents,
representatives, employees or subcontractors.
Minimum Scope of insurance
Coverage shall be at least as broad as:
1. Insurance Services Office Commercial General Liability coverage (occurrence form
CG 0001).
2, Insurance Services Office Form dumber CA 0001 covering Automobile Liability, code
1 (any auto)
3. Workers' Compensation insurance as required by the State of California and
Employer's Liability insurance (for lessees with employees).
Minimum Limits of Insurance
Lessee shall maintain limits no less than:
1 . General Liability: $1,000,000 per occurrence for bodily injury, personal injury
and property damage. If Commercial General Liability
Insurance or other form with a general aggregate limit is
used, either the general aggregate limit shall apply
separately to this project/location or the general aggregate
limit shall be twice the required occurrence limit.
2. Automobile Liability $1,000,000 per accident for bodily injury and property
damage.
3. Employer's Liability $1,000,000 per accident for bodily injury or disease.
Deductibles and Self-Insured Retentions
Any deductibles or self-insured retentions must be declared to and approved by the City. At
the option of the City, either: the insurer shall reduce or eliminate such deductibles or self-
insured retentions as respects the City, its officers, officials, employees and volunteers; or the
Lessee shall provide a financial guarantee satisfactory to the City guaranteeing payment of
losses and related investigations, claim administration and defense expenses.
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Other Insurance Provisions
The general liability and automobile policies are to contain, or be endorsed to contain, the
following provisions:
1. The City, its officers, officials, employees and volunteers are to be covered as
insureds with respect to liability arising out of automobiles owned, leased, hired or
borrowed on behalf of the contractor; and with respect toliability arising out of work or
operations performed by on on behalf of the Contractor including materials, parts or
equipment furnished in connection with such work or operations. General liability
coverage can be provided in the form of an endorsement to the Contractor's insurance
or as a separate owner's policy (CG 20 10 11 85)
2. For any claims related to this project, the Contractor's insurance coverage shall be
primary insurance as respects the City, its officers, officials, employees and
volunteers. Any insurance or self-insurance maintained by the City, its officers,
officials, employees or volunteers shall be excess of the Contractor's insurance and
shall not contribute with it.
3. Each insurance policy required by this clause shall be endorsed to state that coverage
shall not be canceled by either party, except after thirty (30) days' prior written notice
by certified mail, return receipt requested, has been given to the City.
4. Coverage shall not extend to any indeminity coverage for the active negligence of the
additional insured in any case where an agreement to indemnify the additional insured
would be invalid under Subdivision (b) of Section 2782 of the Civil Code.
Acceptability of Insurers
Insurance is to be placed with insurers with a current A.M. Best's rating of no less than A:VII.
Verification of Coverage
Contractor shall furnish the City with original certificates and amendatory endorsements
effecting coverage required by this clause. The endorsements should be on forms provided by
the City or on other than the City's forms, provided those endorsements or policies conform to
the requirements. All certificates and endorsements are to be received and approved by the
City before work commences. The City reserves the right to require complete, certified copies
of all required insurance policies, including endorsements effecting the coverage required by
these specifications at any time.
Subcontractors
Contractor shall include all subcontractors as insured under its policies or shall furnish
separate certificates and endorsements for each subcontractor. All coverages for
subcontractors shall be subject to all of the requirements stated herein.
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