HomeMy WebLinkAboutButler, Steve 2013-08-27 C'pU- ,�, . �3i� - ta4
PROFESSIONAL SERVICES AGREEMENT
THIS PROFESSIONAL SERVICES AGIZEEMENT(the "AgreemenY'), dated
August 27,2013, between Steven A Butler of 816 Union Street,Maiden,North Carolina 28650
(the"Contractor") and The Ciry of Ukiah of 300 Seminary Avenue,Ukiah, Califomia 95482-
5400(the"C1ienY').
WHEREAS the Contractor is engaged in the business of providing professional services in the
field of IT consulting and technical services.in the State of Ca]ifornia and elsewhere; and
WF�REAS Yhe Ciient desires to avail ifself of these professionat services of fhe Contractor
from time to fime in connection with the ClienYs business activities in the operafion of The City
of Ukiah(the"Business")and the Contractor desn•es to enter into this Agreement with the Client.
NOW THEREFORE in consideration of the mutual promises and agreements contained in this
Agreement, and other good and valuable consideration,the parties agree as follows:
1. OBJECT: The Contractor shall�iarnish fo the Client his,her or its professional seroices
in accordance with the details and specifications as identified on Scheduie"A"attached
hereto (such Schedule constituting integral teims of the Agreement). The Contractor
shall perform such professional services at all times in accordance with the commonly
accepted staudards of the Contractor's pirofesszon,trade or craft and in futl compliance
with the statutes, laws, ordinances and regulations governing the Contractor's profession,
frade, craft or business from a work loca6on situated in California.
2. INDEPENDENT CONTRACTOR: The Contractor shall have the sole authority to
dictate d"u�ection of the work covered by this Agreement and shall be responsible for the
manner in which the said work is done, for the method employed in doing the same and
far all acts and things done in the performance of the Conhactor's obligations hereunder,
except for depar6ng from the Contractor's normal prackices wluch may be zequested by
the Client from time to time. Nothin$contained in this Agreement aud the relationship
created between the parties hereby shall,directly,or indirectly, constitute the Contractor
as an agenf or an employee of the Client and farther,nothing herein shall operate or be
construed to relieve the Contractor of any duties or obligations imposed upon it as an
independent conhactor.
3. EXPENSES: In addition to the agreed upon consideration for tlie Contractor's fees as set
forth in section "CONTRACTOR'S FEE"herein,the Client shall reimburse the
Contractor for all approved axpenses, including transpoi�tation expenses, incun•ed during
the performance of the Confractor's service provided such expenses are within the budget
approved in wiiting by the Client in accordance with City's expense and travel expense
reimbursement policies ("Approved Expenses"). The Client shall pay the Contractor for
Approved Expenses upon the approval of submitted expense statements together with
receipts,invoices, vouchers or other approved evidence of expenditures.
4. TAXES: The Contractor shall be responsible to withhold or deduct premiums, taxes, or
levies as the case may be as required under Federal and State law and the Contractor shall
be responsible to witUhold and remit any deductions for taaces, levies or contributions
imposed by any authority with respect to both the remuneration paid under this
Agreement and the work incidental thereto.
5. CONTRACTOR'S FEE: The Client shall pay the Contractor for his,her or its services
an hourly rate of$150.00 (the"Fee"),payable within thirry (30) days of Client's receipt
of Contractor's invoice.
6. TERM: This Agreement shall be deemed to have come into force and effect on
September 06, 2013 and shall continue through June 30,2014(the"Term"). These dates
may be delayed upon the written consene of both parties. Nothing in tlus paragraph shall
be consfrued as affecting the rights of the parties to terminate this AgreemenY at an earlier
date in accordance with sections in this Agreement pertaining to terminafion.
7. TERMINATION FOR CAUSE
A. If either parry to this Agreement is in breach of any of its obligations under this
Agreement, the other parry may give a notice in writing of the breach to the
defaulting party and request the latter to remedy it. If the parry in breach fails to
remedy the breach within thirty (30) days after the date of written notice, then this
Agreement may be terminated immediately by written notice of termination given by
the complainuig pazty.
B. The Client may te�minate this Agreement by written notice to take effect unmediately
upon receipt of the notice by the Contractor if:
(i) the Conh•actor is in breach of the provisions contained herein relating to the
sacrecy of confidential matters of this Agreement; or
(ii) the Conti�actor becomes insolvent or banlaupt or inakes an assignment for the
benefit of creditors, or a receiver is appointed o£its business; or a voluntary or
involuntary petifion in bankruptcy is filed or proceeding for the re-
organization or winding-up of the Contractor's business is instituted;or
(iii) the Contractor attempts to assign or cede an interest in this Agreement without
the prior consent of the Client; or
(iv) if the Contractor comes under the direct or indirect control of any company or
person who does not control it at the date of execurion of this Agreement;or
(v) if the Contractor is grossly negligent in canying out its duYies hereunder; or
(vi) if the Contractor becomes unable to discharge his or her duties by reason of
mental or physical illness or disease for a period of rivo (2} consecutive
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months or more, or should he or she become peru�auently disabled and unable
to fulfill his or her duties and the Contractor does not find a replacement
professional who is completely satisfactory to the Client in its sole discretion;
or
(vii) if the Contractox or the Contractor's employees are engaged in any fraudulent
or illegal acuvity.
A. The provisions of this section shall not in any way restrict the rights of either party
hereto to terminate this Agreement pursuant to any other paragraph in this
Agreement.
8. EARLY TERMINATION WITHOUT CAUSE
A. The Client may terminate this Agreement for any reason by giving thirly (30)days'
written notice of the ClienPs intent to terminate. For termination to be effective the
Client must pay,prior to the date of terminarion, all outstanding invoices,fees and
reimbursements,if applicable, due for payment. Additionally, if applicable, Client
must pay,priar to the date of termination, a prorated share of all fees due and owing
eifher based upon time spent if the payment of fees is made on an hourly basis or
work completed if the payment shucture is a flat-fee agreement.
B. The Contractor may terminate this Agreement for any reason by giving thirry(30)
days' written notice of the Contractor's intent to terminate. For termination to be
effecdve the Contractor must provide to the Client twenty (20)days prior to the date
of termination all outstanding invoices and requests for reimbursements, if applicable,
then due for payment and a schedule of woik that wiil be performed and completed
by the termination date. Conh•actor agrees, if the Contractor initiates termination of
the Agreement pursuant to this paragraph,that all unpaid fees due on the date of
teivunation will be paid on a prorated basis calculated based upon time spent if the
payment of fees is made on an hourly basis or work completed if the payment
structure is a flat-fee agi�eement.
9. ASSIGNMENT: It is expressly agreed that this Agreement shaIl not be assigned or
transferred, in whole or in part,by either of the pa�-ties hereto without the prior express
written consent of the other Party.
10. CONFIDENTIAL INFORMA'1TON
A. The Conh•actor acknowledges that during the pet�foimance of the seivices described
herein the Contractor may come in contact with, be exposed to or come into
possession with, information that is deemed to be confidential, private, proprietary or
otherwise secret to the Client and that is not generallmown to the general public. The
Contractar expressly agrees that the Contractor will keep any such information
confidential and will not divulge such information to any persons or entities unless
the Client gives its express r�nztten permission to do so and such diwlging of
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information is necessary to perform the services that aze the subject of this
Agreement. Further, except as may be necessary in the performance of the services
described wittun this Agreement, the Contractor shall not at any time or in any
manner make or cause to be made any copies, pictures, duplicates,facsimiles or other
reproductions or reoordings of any type, or any abstracts or smrnnaries of any reports,
studies,memoranda, correspondence, manuals,records, plans or other written,printed
or otherwise recorded material of the Client, or which relate in any manner to the
present or prospective business of the Client. The Contractor shall have no interest in
any of this material and agrees to surrender any and all of the material which may be
in its possession to Yhe Client immediately upon the request of fhe Client.
B. The Contractor shall not at any time except under legal process divulge any matteis
relating to the business of the Client or any customers or agents of the Client which
may become known to it by reason of ifs services hereunder and shaIl be true to the
Client in all dealings and transactions relating to the services contemplated by this
Agreement. Furthermore, the Contractor shall not use at any time (whether during
the continuance of this Agreement or after its terminafion) for its own benefit or
purposes or for the benefit or purposes of any other person, firm, corporarion,
association or other business eutity, any trade secrets, business development
programs, or plans belonging to or relating to the affairs of the Client, including
knowledge relating to customexs, clients,or employees of Clients.
11.NOTICES: Wherevec in this Agreement it shall be�equued or permitted that notice be
given or served by either parry to or on the other,the notice shall be in writing and shall
be delivered personally to the party to whom it is given or sent by prepaid, regisYered
maiI, addressed as follows:
to the Contractor at:
Steven A Butler
816 Union Street
Maiden,North Carolina 28650
to the Client at:
The City of Ukiah
Attn: Sage Sangiacomo
300 Seminary Avenue
LRciah, California 95482-5400
and each such notice shall be deemed given three (3) business days after mailing in the
case of mail and two hours after The time of hansmission in the case of£acsimile or emaIl
transmission. This address and/or facsimile ntunbers or email addresses may be changed
from time to time by either party by notice as above provided.
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12.INTERPRETATION
A. This Agreement constitutes all of the agreements between the Contractor and Client
pertaining to the subject matter of it and supersedes all prior agreements,
undertakings,negotiations and discussions,whether oral or written, of the parties to it
and there are no warranties, representations or other agreements between the parties
to it in connection with the subject-matter of it except as specifically set forth or
referred to in this Agreement. No supplementation, modification, waiver or
termination of this Agreement shall be binding unless executed in writing by the parry
hereto to be bound thereby. No waiver of any other provisions of this Agreement
shall be deemed or shall constitute a coritinuing waiver unless expressly provided.
B. Headings are not to be considered part of tkus Agreement, and are included solely for
convenience of refarence and are noi intended to be full or accurate descriptions of
the contents of any section.
C. In this Agreement, words importing the singulaz number include the plural and vice
versa, words importing the masculine gender include the feminnie and neuter
genders; and words imporiing persons include individuals, and proprietors,
coiporations,partnerships,trusts and unincorporated associarions.
D. This Agreement shall be governed by and construed in accordance with the laws of
the State of Califoinia. Any ac6ons to enforce the agreement shall be decided in
California State Courts with jurisdiction and venue in Mendocino Counly.
E. The invalidity or unenforceability of any provision of this Agreement or any covenant
in it shall not affect the validity or enforceabiliry of any other provision or covenant
in it and the invalid provision or covenant shall be deemed to be severed.
13.TIME BEING OF THE ESSENCE
A. Time shall be deemed to be of the essence of this Agreement; provided from time to
time for completing any wot•k, which has been or is likely to be delayed by reason of
force majeur or other cause beyond the reasonable control of the Conh�aotor, shall be
extended by a period equal to the length of the delay so caused, provided that prompt
nofiice ai writing of the occurrence causing of likely to cause such delay is given to
the ClienL
B. The Client shall advise the Contractor in writing of any occun•ence causing or likely
to cause delays in the completion of its responsibiliues under this Agreement.
14.TITLE TO WORK BEING PERI�'ORM�D: Upon payment being made in accordance
with the terms of this Agreement,all title,rights and interest in all printed materiais and
other physical media, contanung designs, symbols,nivevtions and reports perfosmed,
created or written in accordance with this Agreement shall vest in and enm'e to tlie benefit
of the Client, it being understood thax such vesting of tit[e shall not constitute acceptance
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by the Client of such work in conformity with the specificaflon or requirements of the
Agreement. Without restricting the generality of the£oregoing,the right of publication of
any research paper or study performed under Yhis Agreement shall vest solely in the
Client upon payment as aforesaid,and any person desiring to publish any such research
or study, in whole or in part, shall first obtain the written permission of the Client.
15. GENERAI.: This Agreement shall endure to the benefit of and be binding on the parties
hereto and their respective heirs, executors,admiiustrators, successors and assigns.
IN WITNESS WHEREOF the parties have hereunto set their respective hands and seals as at
the date written above.
Steven A Butler
Per:
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Na • Steven A Butler
The City of iJkiah
Per:
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N e: Jane Chambers
it : City Manager
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SCHEDULE"A"
SPECIFIED SERVICES OF THE CONTRACTOR
IT consultafion and technical services on an as needed or piroject basis. All work to be
performed remotely under the direcrion of CiTy IT staff and/or business process owners.
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