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HomeMy WebLinkAboutCall, Chris, Mobile Home Park Rent Stabilization Program 2011-11-17AGREEMENT FOR PROFESSIONAL CONSULTING SERVICES This Agreement, made and entered into this 17th day of November, 2011 ("Effective Date"), by and between CITY OF UKIAH, CALIFORNIA, hereinafter referred to as "City" and Chris Call, CPA, a [sole proprietorship, corporation, partnership, limited partnership, limited liability company, etc.] organized an in good standing under the laws of the state of California, hereinafter referred to as "Consultant". RECITALS This Agreement is predicated on the following facts: a. City requires consulting services related to conducting arbitrations for the City's "Ukiah Mobile Home Park Rent Stabilization Program" as authorized by its Ordinance No. 1126 (Ukiah City Code (`rUCC") Sections 2700-2717). b. Consultant represents that it has the qualifications, skills, experience and properly licensed to provide these services, and is willing to provide them according to the terms of this Agreement. C. City and Consultant agree upon the Scope-of-Work and Work Schedule specified in this Agreement. TERMS OF AGREEMENT 1.0 DESCRIPTION OF PROJECT 1.1 The Project is described in Section 2.1 2.0 SCOPE-OF-WORK 2.1 Arbitrator shall provide rental arbitration services when requested pursuant to Division 12, Chapter 8 of the Ukiah City Code, commencing with Section 2700 ("Mobilehome Rent Stabilization Ordinance" or "Ordinance"). The arbitrator will become part of a panel of arbitrators from which parties to a mobilehome park rental dispute will select an arbitrator to arbitrate the dispute pursuant to Section 2711. If selected the Arbitrator shall arbitrate the dispute in accordance with the procedures specified in Section 2711. Arbitration services shall include all of the services typically provided by an arbitrator in conducting an arbitration proceeding. Clerical duties specified in Section 2711 shall be provided by the City's Mobilehome Rent Control Program Clerk who may be a City employee or an independent contractor provided by the City, The City will provide the location for conducting the arbitration. 2.2. Additional Services. Additional services, if any, shall only proceed upon written agreement between City and Consultant. The written Agreement shall be in the form of an Amendment to this Agreement. Agreement - Arbitration Sen ices For Ukiah Mobile Home Park Rent Disputes PAGE 1 OF 7 3.0 CONDUCT OF WORK 3.1 Term and Time of Completion. This agreement will remain in effect for eighteen (18) months from the Effective Date. During that time, Consultant shall remain available to conduct arbitrations as provided herein. Consultant shall commence performance of services upon receipt of a notice that he or she has been selected by the parties to arbitrate a dispute subject to arbitration under the Mobilehome Rent Stabilization Ordinance. The Consultant shall complete the arbitration within the time required by the Ordinance. 4.0 COMPENSATION FOR SERVICES 4.1 Basis for Compensation. For the performance of the professional services of this Agreement, Consultant shall be compensated on a time and expense basis not to exceed a guaranteed maximum dollar amount of $9,000.00 without prior approval from the City. Labor charges shall be based upon hourly billing rates for the various classifications of personnel employed by Consultant to perform the Scope of Work as set forth in the attached Attachment A, which shall include all indirect costs and expenses of every kind or nature, except direct expenses. The direct expenses and the fees to be charged for same shall be as set forth in Attachment A. 4.2 Changes. Should changes in compensation be required because of changes to the Scope-of-Work of this Agreement, the parties shall agree in writing to any changes in compensation. "Changes to the Scope-of-Work" means different activities than those described in Section 2.1. 4.3 Sub-contractor Payment. The use of sub-consultants or other services to perform a portion of the work of this Agreement shall be approved by City prior to commencement of work. The cost of sub-consultants shall be included within guaranteed not-to-exceed amount set forth in Section 4.1. 4.4 Terms of Payment. Payment to Consultant for services rendered in accordance with this contract shall be based upon submission of monthly invoices for the work satisfactorily performed prior to the date of the invoice less any amount already paid to Consultant, which amounts shall be due and payable thirty (30) days after receipt by City. The invoices shall provide a description of each item of work performed, the time expended to perform each task, the fees charged for that task, and the direct expenses incurred and billed for. Invoices shall be accompanied by documentation sufficient to enable City to determine progress made and to support the expenses claimed. 5.0 ASSURANCES OF CONSULTANT 5.1 Independent Contractor. Consultant is an independent contractor and is solely responsible for its acts or omissions. Consultant (including its agents, servants, and employees) is not the City's agent, employee, or representative for any purpose. It is the express intention of the parties hereto that Consultant is an independent contractor and not an employee, joint venturer, or partner of City for any purpose whatsoever. City shall have no right to, and shall not control the manner or prescribe the method of accomplishing those services contracted to and performed by Consultant under this Agreement, and the general public and all governmental agencies regulating such activity shall be so informed. Agreement - Arbitration Services For Ukiah Mobile Home Park Rent Disputes PAGE20F7 Those provisions of this Agreement that reserve ultimate authority in City have been inserted solely to achieve compliance with federal and state laws, rules, regulations, and interpretations thereof. No such provisions and no other provisions of this Agreement shall be interpreted or construed as creating or establishing the relationship of employer and employee between Consultant and City. Consultant shall pay all estimated and actual federal and state income and self- employment taxes that are due the state and federal government and shall furnish and pay worker's compensation insurance, unemployment insurance and any other benefits required by law for himself and his employees, if any. Consultant agrees to indemnify and hold City and its officers, agents and employees harmless from and against any claims or demands by federal, state or local government agencies for any such taxes or benefits due but not paid by Consultant, including the legal costs associated with defending against any audit, claim, demand or law suit. Consultant warrants and represents that it is a properly licensed professional or professional organization with a substantial investment in its business and that it maintains its own offices and staff which it will use in performing under this Agreement. 5.2 Conflict of Interest. Consultant understands that its professional responsibility is solely to City. Consultant has no interest and will not acquire any direct or indirect interest that would conflict with its performance of the Agreement. Consultant shall not in the performance of this Agreement employ a person having such an interest. If the City Manager determines that the Consultant has a disclosure obligation under the City's local conflict of interest code, the Consultant shall file the required disclosure form with the City Clerk within 10 days of being notified of the City Manager's determination. 6.0 INDEMNIFICATION 6.1 Insurance Liability. Without limiting Consultant's obligations arising under Paragraph 6.2 Consultant shall not begin work under this Agreement until it procures and maintains for the full period of time allowed by law, surviving the termination of this Agreement insurance against claims for injuries to persons or damages to property, which may arise from or in connection with its performance under this Agreement. A. Minimum Scope of Insurance Automobile Insurance under which coverage shall be at least as broad as ISO Form No. CA 0001 (Ed. 1/87) covering Automobile Liability, Code 1 "any auto" or Code 8, 9 if no owned autos and endorsement CA 0025. B. Minimum Limits of Insurance Consultant shall maintain automobile insurance limits of no less than $1,000,000 combined single limit per accident for bodily injury and property damage. C. 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 to the City, its officers, officials, employees and volunteers; or the Consultant shall procure a bond Agreement -Arbitration Sen ices For Ukiah Mobile Home Park Rent Disputes PAGE 3 OF 7 guaranteeing payment of losses and related investigations, claim administration and defense expenses. D. Other Insurance Provisions The policies are to contain, or be endorsed to contain, the following provisions: Automobile Liability Coverages a. The City, it officers, officials, employees and volunteers are to be covered as additional insureds as respects; liability arising out of activities performed by or on behalf of the Consultant, products and completed operations of the Consultant, premises owned, occupied or used by the Consultant, or automobiles owned, hired or borrowed by the Consultant for the full period of time allowed by law, surviving the termination of this Agreement. The coverage shall contain no special limitations on the scope-of-protection afforded to the City, its officers, officials, employees or volunteers. b. The Consultant's insurance coverage shall be primary insurance as respects to 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 in excess of the Consultant's insurance and shall not contribute with it. C. Any failure to comply with reporting provisions of the policies shall not affect coverage provided to the City, its officers, officials, employees or volunteers. d. The Consultant's insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability. 2. Coverages Each Insurance policy required by this clause shall be endorsed to state that coverage shall not be suspended, voided, canceled by either party, reduced in coverage or in limits except after thirty (30) days prior written notice by certified mail, return receipt requested, has been given to the City. E. Acceptability of Insurers Insurance is to be placed with admitted California insurers with an A.M. Best's rating of no less than A- for financial strength, AA for long-term credit rating and AMB-1 for short-term credit rating. F. Verification of Coverage Consultant shall furnish the City with Certificates of Insurance and with original Endorsements effecting coverage required by this Agreement. The Certificates Agreement -Arbitration Sen ices For Ukiah Mobile Home Park Rent Disputes PAGE 4 OF 7 and Endorsements for each insurance policy are to be signed by a person authorized by that insurer to bind coverage on its behalf. The Certificates and Endorsements are to be on forms provided or approved by the City. Where by statute, the City's Workers' Compensation - related forms cannot be used, equivalent forms approved by the Insurance Commissioner are to be substituted. All Certificates and Endorsements are to be received and approved by the City before Consultant begins the work of this Agreement. The City reserves the right to require complete, certified copies of all required insurance policies, at any time. If Consultant fails to provide the coverages required herein, the City shall have the right, but not the obligation, to purchase any or all of them. In that event, the cost of insurance becomes part of the compensation due the contractor after notice to Consultant that City has paid the premium. G. Subcontractors Consultant shall include all subcontractors or sub-consultants as insured under its policies or shall furnish separate certificates and endorsements for each sub- contractor or sub-consultant. All coverage for sub-contractors or sub-consultants shall be subject to all insurance requirements set forth in this Paragraph 6.1. 6.2 Indemnification. Notwithstanding the foregoing insurance requirements, and in addition thereto, Consultant agrees, for the full period of time allowed by law, surviving the termination of this Agreement, to indemnify the City for any claim, cost or liability that arises out of, or pertains to, or relates to any negligent act or omission or the willful misconduct of Consultant in the performance of services under this contract by Consultant, but this indemnity does not apply to liability for damages for death or bodily injury to persons, injury to property, or other loss, arising from the sole negligence, willful misconduct or defects in design by the City, or arising from the active negligence of the City. "Indemnify," as used herein includes the expenses of defending against a claim and the payment of any settlement or judgment arising out of the claim. Defense costs include all costs associated with defending the claim, including, but not limited to, the fees of attorneys, investigators, consultants, experts and expert witnesses, and litigation expenses. References in this paragraph to City or Consultant, include their officers, employees, agents, and subcontractors. 7.0 CONTRACT PROVISIONS 7.1 Ownership of Work. All documents furnished to Consultant by City and all documents or reports and supportive data prepared by Consultant under this Agreement are owned and become the property of the City upon their creation and shall be given to City immediately upon demand and at the completion of Consultant's services at no additional cost to City. Deliverables are identified in the Scope-of-Work, Attachment "A". All documents produced by Consultant shall be furnished to City in digital format and hardcopy. Consultant shall produce the digital format, using software and media approved by City. 7.2 Governing Law. Consultant shall comply with the laws and regulations of the United States, the State of California, and all local governments having jurisdiction over this Agreement. The interpretation and enforcement of this Agreement shall be governed by Agreement - Arbitration Sen ices For Ukiah Mobile Home Park Rent Disputes PAGE 5 OF 7 California law and any action arising under or in connection with this Agreement must be filed in a (rnu trt of competent jurisdiction in Mendocino County. 7.3 Entire Agreement. This Agreement plus its Attachment(s) and executed Amendments set forth the entire understanding between the parties. 7.4 Severability. If any term of this Agreement is held invalid by a court of competent jurisdiction, the remainder of this Agreement shall remain in effect. 7.5 Modification. No modification of this Agreement is valid unless made with the agreement of both parties in writing. 7.6 Assignment. Consultant's services are considered unique and personal. Consultant shall not assign, transfer, or sub-contract its interest or obligation under all or any portion of this Agreement without City's prior written consent. 7.7 Waiver. No waiver of a breach of any covenant, term, or condition of this Agreement shall be a waiver of any other or subsequent breach of the same or any other covenant, term or condition or a waiver of the covenant, term or condition itself. 7.8 Termination. This Agreement may only be terminated by either party: 1) for breach of the Agreement; 2) because funds are no longer available to pay Consultant for services provided under this Agreement; or 3) City has abandoned and does not wish to complete the project for which Consultant was retained. A party shall notify the other party of any alleged breach of the Agreement and of the action required to cure the breach. If the breaching party fails to cure the breach within the time specified in the notice, the contract shall be terminated as of that time. If terminated for lack of funds or abandonment of the project, the contract shall terminate on the date notice of termination is given to Consultant. City shall pay the Consultant only for services performed and expenses incurred as of the effective termination date. In such event, as a condition to payment, Consultant shall provide to City all finished or unfinished documents, data, studies, surveys, drawings, maps, models, photographs and reports prepared by the Consultant under this Agreement. Consultant shall be entitled to receive just and equitable compensation for any work satisfactorily completed hereunder, subject to off-set for any direct or consequential damages City may incur as a result of Consultant's breach of contract. 7.9 Duplicate Originals. This Agreement may be executed in duplicate originals, each bearing the original signature of the parties. When so signed, each such document shall be admissible in administrative or judicial proceedings as proof of the terms of the Agreement between the parties. 8.0 NOTICES Any notice given under this Agreement shall be in writing and deemed given when personally delivered or deposited in the mail (certified or registered) addressed to the parties as follows: CITY OF UKIAH CITY MANAGER 300 SEMINARY AVENUE UKIAH, CALIFORNIA 95482-5400 CHRIS CALL CPA 4774 CARISSA AVENUE SANTA ROSA, CA 95405 Agreement - Arbitration Services For Ukiah Mobile Home Park Rent Disputes PAGE 6 OF 7 9.0 SIGNATURES IN WITNESS WHEREOF, the parties have executed this Agreement the Effective Date: CHRIS CALL BY: Ca, 1,,6 dZ 6, A - L l Date PRINT NAME: 6- CA-6 ' 2_~- --7 k s LKI 9 IRS IDN Number CITY OF UKIAH ; - BY L . .,JANE CHAMBERS CITY MANAGER (I ATTEST n li4 ( l' ITY CLERK Date 7 p-- 12-- Date Agreement -Arbitration Semites For Ukiah Mobile Home Park Rent Disputes PAGE 7 OF 7 Attachment "A" - Fee Schedule Arbitration Services: $175.00 per hour 4CAcc. 'This Policy Register is for Systern use only. The Register should not be distributed to anyone outside the Darryl Credit System, nor should it be used to provide proof of covora,cde. AUTOMOBILE LIABILITY CARRIERS & Primary - Captive-All States except NC and NH RM700-CAL-11 POLICY NUMBERS: North Carolina RM700-CALNC-11 New Hampshire RM700-CALNH-11 Fronting carrier Greenwich Insurance Company (XL Insurance) All states except MA, NC, NH: RAD9437330-03 Massachusetts: RAD9437331-03 North Carolina RAD9437374-02 New Hampshire RAD9437373-02 POLICY PERIOD: January 1, 2011 to January 1, 2012 COVERAGE: Provides bodily injury and property damage coverage for System Institutions liability to others as a result of the ownership and/or operation of an automobile (subject to exclusions). Underinsured Motorist and Basic Personal Injury Protection (No Fault) are covered where required by statute. Uninsured Motorist is covered for all participants. Medical Payments coverage is provided in those states where no-fault insurance is not required. The Policy also covers physical damage to autos rented for business purposes, up to the value of the rental agreement. Garagekeepers liability is provided for non-owned vehicles while parked in a secured parking garage owned by a System Entity. Permissive drivers of covered autos are additional insureds. LIMITS: $ 2,0-00,000 Per occurrence, combined single limit $ 10,000 Per person Medical Payments $ 50,000 Uninsured/Underinsured Motorists` $ 100,000 Garagekeepers liability Personal Injury Protection limits are per state statute DEDUCTIBLES. None REPORTING: PARTICIPATION: SPECIAL NOTES: r 02123/2011 Prior to policy year-end, RMIS will obtain new vehicle counts for use in the computation of the premium. All Farm Credit System Entities. The Captive has issued three master policies for all entities of the Farm Credit System. Additionally, one master policy from XL Insurance has been issued on behalf of the entities of the Farm Credit System with the exception of vehicles titled in the state of Massachusetts, North Carolina and New Hampshire. Excess Insurers provide aggregate stop-loss coverage over the Captive's underlying policies for Auto Liability, General Liability and Workers Compensation combined. The aggregate limit is $6,500,000 paid out by the Captive in 2011 as a result of a single loss or a combination of losses from any of the aforementioned coverages. Losses in excess of $6,500,000 in the aggregate annually will be paid by the excess insurer. See Umbrella coverage for additional excess coverage. For those states which require higher UM/UIM limits, the state required minimum limit has been provided AUTOMOBILE PHYSICAL DAMAGE Page 1 CC.) 2011 FCCServices, Inc. This Policy Register is for System use only. The Register should not be distributed to anyone outside the Farm Credit System, nor should it be used to provide proof of coverage. CARRIER & Captive RM700-APD-11 POLICY NUMBER: POLICY PERIOD: January 1, 2011, to January 1, 2012 COVERAGE: Provides coverage for physical damage to System covered vehicles. Also covers road service and towing up to $75.00 per occurrence. Rental coverage is provided up to $30/day, with a maximum of $750, but only in connection with the total theft of a covered vehicle. Coverage is limited to vehicles with a gross vehicle weight (GVW) of less than 10,000 pounds. LIMITS: Actual cash value DEDUCTIBLES: Deductibles are selected each year, Optional deductibles of $100/200, $500/500 and $1,000/1,000 each occurrence for Comprehensive and Collision are offered. REPORTING: At the beginning of each quarter RMIS will obtain vehicle counts. PARTICIPATION: Majority of System participates. Participation is voluntary. SPECIAL NOTES: Covered Vehicles are defined as: • Owned and long-term leased vehicles. • Vehicles which have been obtained through foreclosure, or have been repossessed and have a GVW of 10,000 pounds or less. The repossessed vehicle must be in your possession and can only be driven for sale demonstration. • Any owned trailer licensed for road use including those used to carry ATVs, equipment, and grills. The Captive has issued one master policy for all participating entities of the Farm Credit System. 02/23/2011 Page 2 0 2011 FCCServices, Inc.