HomeMy WebLinkAboutArrow, Richard 2013-10-21 -j�,��. �ID l.3iN - t`IS
AGREEMENTFOR
PROFESSIONAL CONSULTING SERVICES
This Agreement, made and entered into this 21 day of October , 2013
("Effective Date"), by and between CITY OF UKIAH, CALIFORNIA, hereinafter referred to as
"City" and Richard Arrow, a sole proprietorship organized and in good standing under the laws
of the state of California, hereinafter referred to as "ConsultanY'.
RECITALS
This Agreement is predicated on the following facts:
a. City requires consulting services related to performing Finance support projects. �
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 attached hereto
as Attachment "A", describing contract provisions for the project and setting forth the
completion dates for the various services to be provided pursuant to this Agreement.
TERMS OFAGREEMENT I
1.0 DESCRIPTION OF PROJECT I
1.1 The Project is described in detail in the attached Scope-of-Work (Attachment "A").
2.0 SCOPE OF SERVICES
2.1 As set forth in Attachment "A".
22. 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.
3.0 CONDUCT OF WORK
3.1 Time of Comoletion. Consultant shall commence performance of services as required
by the Scope-of-Work upon receipt of a Notice to Proceed from City and shall complete
such services within 7 weeks from receipt of the Notice to Proceed. Consultant shall
complete the work to the City's reasonable satisfaction, even if contract disputes arise or
Consultant contends it is entitled to further compensation.
4.0 COMPENSATION FOR SERVICES �I
4.1 Basis for Compensation. For the performance of the professional services of this I
Agreement, Consultant shall be compensated on a time and expense basis not to
exceed a guaranteed maximum dollar amount of $17,920. 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 B,
which shall include all indirect wsts and expenses of every kind or nature, except direct i
expenses. The direct expenses and the fees to be charged for same shall be as set
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forth in Attachment B. Consultant shall complete the Scope of Work for the not-to- I
exceed guaranteed maximum, even if actual time and expenses exceed that amount.
4.2 Chanqes. 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 Attachment "A" and not additional time to complete those activities than the
parties anticipated on the date they entered this Agreement.
4.3 Sub-contractor Pavment. 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. I
4.4 Terms of Pavment. 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 I
to determine progress made and to support the expenses claimed.
5.0 ASSURANCES OF CONSULTANT
5.1 Indeoendent 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.
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- �i
employment taxes that are due the state and federal government and shall furnish and I
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 I
and hold City and its officers, agents and employees harmless from and against any 'i
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.
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Consultant warrants and represents that it is a ^ ��•�� professional ef
f..nn'r. ..I M'.. .iIL. hMnn1'nl ec{monl '}c h n.�l ♦L..,i '1
prorcvoro�'�crm�mirc ............�...... ................. .�� .... ............,... _.._ ..._. ..
52 Conflict of Interest. Consultant understands that its professional responsibility is solely I
to City. Consultant has no interest and will not acquire any direct or indirect interest that �i
would conflict with its performance of the Agreement. Consultant shall not in the i
performance of this Agreement employ a person having such an interest. If the City I
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
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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 wiliful
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.
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"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 I
attorneys, investigators, consultants, experts and expert witnesses, and litigation
expenses. I,
References in this paragraph to City or Consultant, include their officers, employees, �
agents, and subcontractors.
7.0 CONTRACT PROVISIONS I
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 ConsultanYs 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. ;
72 Governinq 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 I
California law and any action arising under or in connection with this Agreement must be
filed in a Court of competent jurisdiction in Mendocino County. I
7.3 Entire Aqreement. This Agreement plus its Attachment(s) and executed Amendments I
set forth the entire understanding between the parties.
7.4 Severabilitv. 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 Assianment. ConsultanYs 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
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performed and expenses incurred as of the effedive termination date. In such event, as il
a condition to payment, Consultant shall provide to City all finished or unfinished i
documents, data, studies, surveys, drawings, maps, models, photographs and reports II
prepared by the Consultant under this Agreement. Consultant shall be entitled to
receive just and equitable compensation for any work satisfactorily completed I
hereunder, subject to off-set for any direct or consequential damages City may incur as I
a result of Consultant's breach of contract. I
7.9 Duqlicate Oriqinals. This Agreement may be executed in duplicate originals, each II
bearing the original signature of the parties. When so signed, each such document shall I
be admissible in administrative or judicial proceedings as proof of the terms of the I
Agreement between the parties.
8.0 NOTICES 'I
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 j
parties as follows: I
CITY OF UKIAH RICHARD ARROW, CPA !I'�•� �
CITY MANAGER MANAGEMENT CONSULTANT ,
300 SEMINARY AVENUE 927 ANVIL CIRCLE �
UKIAH, CALIFORNIA 95482-5400 ROCKLIN, CA 95765 i
9.0 SIGNATURES
IN WITNESS WHEREOF, the parties have executed this Agreement the Effective Date: �
RICHARD ARROW �'
� �
�� 1;� ���1���' ��I
BY: /�.�
Date
PRINTNAME: �`IC.; '�?�` I�. ,r-:`�; � �
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�7 � L�- In- >'� ?`� i
IRS IDN Number
CITY OF UKIAH
BY: !C �� � � . �%' ;.�� �, ��: ,� L l�
Date
; CITY MANAGER
ATTEST ,
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CITY CLERK Date I
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October 15, 2013— EXHIBT A
SCOPE OF SERVICES I
Professional Services Contract '�
Finance Support Projects
1) Review 2009 Cost Allocation Plan, update, and recommend implementation schedule for FY �I
2014/15 Budget
2) Analysis of Wastewater Treatment Funds. Analysis will indude separation of revenues in the I
Joint Operating Fund, and split of expenses, providing net revenues, City, net revenues District,
retained earnings, cash and receivables. The scope of years to be included in the review will be
determined upon further consultation with City staff.
3) Financial Management Reports. Develop monthly Financial Management Reports to be used
for revenues, expenditures, and trend analysis from the City's financial system, and assist with
implementation ofthese reports ,
4) Design FY 2014/15 Budget Worksheets. Identify and develop worksheets to be used in
preparation of the FY 2014/15 City budget. Develop FY 2014/15 City budget production process
in connection with use of new financial system budget module.
5) Design bridge documents necessary for trend analysis and interpretation of changes from the
budget document for FY 2012/13 to FY 2013/14, to FY 2014/15.
6) Financial analysis of RDA since 2011
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ATTACHMENT B—PAY SCHEDULE
Finance Support Projects
All items to be completed under contract will be conducted at the rate of$80.00 per hour, with
estimated hours to cover about 7 weeks of work at 32 hours per week, or$2,560 per week,for total cost
of$17,920.
Expenses: Hotel expenses will be reimbursed. Receipts for nights shall be presented once monthly for i
payment. Estimated total cost of hotel nights for term of contract is $2,080.
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