HomeMy WebLinkAboutBraitman, Robert 2014-07-17 C� D(�- ! `16S 'oR8
AGREEMENTFOR
PROFESSIONAL CONSULTING SERVICES
This ageement is entered in iJkiah California, on July � 2014 by and between the City of
Ukiah, a general law municipal corporation, hereinafter referr d to as "City" and Robert Braitman
hereinafter refened to as the "Consultant."
RECITALS
This Agreement is predicated on the following facts:
a. City requires consulting services to detach from the Ukiah Valley Sanitation District that portion
of the District territory which is located within the City of Ukiah city limits, as more particularly
described in the Scope of Work contained in the attached Eachibit A, which is the ConsultanYs
proposalto the City.
b. Consultant represents that he has the qualifications, skills, and experience 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 attached hereto as Exhibit A.
TERMS OF AGREEMENT
1.0 DESCRIl'TION OF PROJECT
1.1 The Project is described in E�thibit A.
2.0 SCOPE OF S�RVICES
2.1 As set forth in E�ibit A.
22. Additional Services. Additional services, if any, shall only proceed upon written agreement
between City and Consultant.
3.0 CONDUCT OF WORK
3.1 Time of Completion. Consultant shall commence performance of services as required by the
Scope-of-Work upon receipt of a Notice to Proceed from City and shall diligently perform the
Scope of Work to fmal approval of the detachment.
3.2 Other Terms and Conditions.N/A.
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 $20,000 without prior
written approval of the City Manager. Labor charges shall be chazged at $200 per hour with
travel time billed at one-half time. The hourly rate includes all ind'vect costs and expenses of
1
every kind or namre, except direct expenses. The direct expenses aze the actual and reasonable
expenses for travel, secretarial service at $30 per hour, and other actual expenses plus 10%, not
including routine office expenses, such as telephone,fas,computer services,and postage.
4.2 Chanees. Should changes in compensation be required because of changes to the Scope-of-Work
of this Agreement,the parties shall agree in wriring to any changes in compensation. "Changes to
the Scope-of-Work" means different activities than those described in E�chibit A and not
additional time to complete those activities than the parties anticipate on the date they entered this
Agreement.
43 Sub-contractor Pavment. The use of sub-consultants or other services to perform a portion of the
work of this Ageement shall be approved by City prior to commencement of work.
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 invoice less any amount already paid to consultant, which amounts shall be due and
payable within 30 days after receipt by City. Invoices shall be accompanied by documentation
sufficient to enable City to determine progress made.
5.0 ASSTJILANCES OF CONSULTANT
5.1 Independent Contractor. Consultant is an independent convactor and is solely responsible for its
acts or omissions. Consultant (including its agents, servants, and employees) is not City's agent,
employee,or representative for any purpose.
5.2 Conflict oF Interest. Consultant understands that its professional responsibility is solely to City.
Consultant has no interest and will not acquire any d'uect 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.
6.0 INDEMNIFICATION
6.1 lnsurance Liabilitv. Without limiting ConsultanYs obligations azising under Paragraph 6.2
Consultant shall not begin work under this Agreement until it procures and maintains for the
duration 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
Coverage shall be at least as broad as:
1. Insurance Services Office ("ISO) Commercial General Liability Coverage Form
No. CG 00 O1 11 85.
2. ISO Form No. CA 0001 (Ed. 1/78) covering Automobile Liability, Code 1 "any
auto" or Code 8,9 if no owned autos and endorsement CA 0025.
3. Worker's Compensation Insurance as required by the Labor Code of the State of
California and Employers Liability Insurance; provided, however, if Consultant
certifies to the Ciry that he has no employees, he shall not be required to provide
proof of worker's compensation insurance as long as he has no employees.
2
B. Minimtun Limits of Insurance
Consultant shall maintain limits no less than:
1. General Liabilitv: $1,000,000 combined single limit 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, the general
aggregate limit shall apply separately to the work performed under this
Agreement, or the aggregate limit shall be twice the prescribed per occurrence
limit.
2. Automobile Liabilitv: $1,000,000 combined single limit per accident for bodily
injury and properly damage.
3. Worker's Compensation and Emplovers Liabilitv: If required under Section
61.A3, above, Worker's compensation limits as required by the Labor Code of
the State of California and Employers Liability limits of$1,000,000 per accident.
C. Deductibles and Self-Insured Retentions
Any deductibles or self-insured retentions must be declazed 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 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:
1. General Liability and Automobile Liability Coverages
a. The City, it officers, officials, employees and volunteers aze 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. 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 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.
3
d. The ConsultanYs 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. Worker's Compensation and�m�lovers Liabilitv Covera�e
The insurer shall agree to waive all rights of subrogation against the City, its
officers, officials, employees and volunteers for losses arising from Consultant's
performance of the wark,pursuant to this Agreement.
3. All Coveraees
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 thir[y(30)days prior written notice by certified
mail,return receipt requested,has been given to the City.
E. Acceptability of Insurers
Inswance is to be placed with admitted California insurers with an A.M. BesPs rating of
no less than A-VII for financial strength, AA for long-term credit rating and AMB-1 for
short-term credit rating.
F. Verification of Coveraee
Consultant shall furnish the City with certificates of Insurance and with original
Endorsements effecting coverage required by this Agreement. The Certificates and
Endorsements for each insurance policy aze to be signed by a person authorized by that
insurer to bind coverage on its behal£ 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 requve 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
If Consultant uses subcontractors or sub-consultants, it shall cover them under its policies
or require them to sepazately comply with the insurance requirements set forth in this
Paragraph 6.1.
6.2 Indemnification. Notwithstanding the foregoing insurance requirements, and in addition thereto,
Consultant shall indemnify, defend and hold hazmless City officers, agents and employees from
and against any and all claims, demands, liability, costs and expenses, including court costs and
counsel fees, arising out of the injury to or death of any person or loss of or physical damage to
4
any property resu(ting from any negligent or wrongful act or omission committed by Consultant
or iYs officers, agents or employees while performing services under this Agreement.
7.0 CONTRACT PROVISIONS
7.1 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 City's agent,
employee, or representative for any purpose. City shall have the right to control Consultant only
insofar as the results of Consultant's service rendered pursuant to this Agreement; however, Ciry
shall not have the right to control the means by which Consultant accomplishes services rendered
pursuant to this Agreement. Consultant shall pay all estimated and actual federal and state income
and self- employment taxes that are due the state and federal govemment and shall fiunish and
pay worker's compensation insurance, unemployment insurance and any other benefits required
by law for itself and its 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 govemment 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.
7.2 Govemine 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 Ageement. The
interpretation and enforcement of this Agreement shall be governed by California law and any
action arising under or in connection with this Ageement must be filed in a couR of competent
jurisdiction in Mendocino County,each party ageeing to the jurisdiction and venue of such court.
7.3 Entire Agreement. This Agreement plus its Attachment(s) and executed Amendments 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 Ageement 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. ConsultanYs services aze 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 parry: 1) for breach of the
Agreement; 2) because funds aze no longer available to pay Consultant for services provided
under this Agreement; 3) City has abandoned and does not wish to complete the project for which
Consultant was retained; or 4) City terminates the contract on thirty (30) days prior notice to
Consultant. A parry shall notify the other party of any alleged breach of the Agreement and of
the action required to cwe the breach. If the non-breaching 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,
5
Consultant shall provide to City all finished or unfinished documents, data, studies, surveys,
drawings, maps, models, photographs and repoRs 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 Ori inals. 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
Whenever written notice is required or permitted under the terms of this Agreement, it shall be
deemed given and received, when received, if delivered personally, by overnight courier or
certified or registered mail, or by faac or email (with acknowledgment of receipt), and 48 hours
afrer deposit in the United States mail with proper first class postage affixed to the envelop;
provided that notice is delivered to the mailing address, or fax or email address as specified
below:
CITY OF UKIAH CONSULTANT
Attention: City Manager Attention: Robert Braihnan
Ukiah Civic Center 8277 Cheshire Street
300 Seminary Ave. Ventura,CA 93004
Ukiah CA 95482
Fax: 707-463-6204 Fax: 805-647-7647
Email:jchambersCa�citvofukiah.com Email: bob(a�braitmanconsultin .g com
. Either party may change an address specified above by written notice to the other party.
9.0 SIGNATURES
IN WITNESS WHEREOF, the parties have executed this Agreement the day and year first above
written:
CONSULTANT
gy_ ��'� Julv 17,2014
PRINT NAME: Robert Braitman Date
77-0308225
IRS IDN Number
CITY OF IJKIAII
BY: � t� �- D l
an Chambers, City Manager Date
6