HomeMy WebLinkAboutIndigo Studios 2014-08-04 AGREEMENT #1415-096 '
� PROFESSIONAL CONSULTING SERVICES
This Agreement, made and entered into this 4`h day of Auqust, 2014 ("Effective Date"),
by and between CITY OF UKIAH, CALIFORNIA, hereinafter referred to as "City" and Indigo
Studios, a sole proprietorship organized and in good standing under the laws of the state of �
California, hereinafter referred to as "ConsultanY'. i
RECITALS
This Agreement is predicated on the following facts:
a. City requires consulting services related to providing research and development of an
annual strategic plan performance report card for the Ukiah Police Department.
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.
TERMSOFAGREEMENT
1.0 DESCRIPTION OF PROJECT
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".
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.
3.0 CONDUCT OF WORK
3.1 Time of Comqletion. 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 I
such services by June 30. 2015. 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
' 4.1 Basis for Comqensation. For the performance of the professional services of this
Agreement, Consultant shall be compensated on a time and expense basis not to
exceed a quaranteed maximum dollar amount of $20 000. 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,
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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 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.
4.4 Terms of Pavment. Payment to Consultant for services rendered in accordance with this I
contract shall be based upon submission of monthly invoices for the work satistactorily
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 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.
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 I
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
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Consultant warrants and represents that it is a properly licensed professional or �
professional organization with a substantial investment in its business and that it I
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 I
the City Clerk within 10 days of being notified of the City Manager's determination. I
6.0 INDEMNIFICATION
6.1 Insurance Liabilitv. Without limiting ConsultanYs 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 i
Coverage shall be at least as broad as: I
1. Insurance Services Office ("ISO) Commercial General Liability Coverage I
Form No. CG 20 10 10 01 and Commercial General Liability Coverage —
Completed Operations Form No. CG 20 37 10 Ot
2. 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.
3. Worker's Compensation Insurance as required by the Labor Code of the
State of California and Employers Liability Insurance.
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B. Minimum Limits of Insurance '�
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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 including operations,
products and completed operations. 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 i
' per occurrence limit. '
2. Automobile Liabilitv: $1,000,000 combined single limit per accident for �
bodily injury and property damage. I
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3. Worker's Compensation and Emplovers Liabilitv: Worker's compensation I�
limits as required by the Labor Code of the State of Califomia and II
' Employers Liability limits of$1,000,000 per accident. I
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C. Deductibles and Self-Insured Retentions I
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
guaranteeing payment of losses and related investigations, claim administration
and defense expenses.
D. Other Insurance Provisions I
The ��licies are t� c�ntain, �r be en��rse� t� c�ntain, the f�ll�wing Nrovisi�ns:
1. General Liabilitv and Automobile Liabilitv Coveraqes
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 I
and completed operations of the Consultant, premises owned,
occupied or used by the Consultant, or automobiles owned, hired I
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 ConsultanYs 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 ConsultanYs insurance and shall not contribute with ,
it. I
c. Any failure to comply with reporting provisions of the policies shall li
not affect coverage provided to the City, its officers, officials, !i
employees or volunteers. ,
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 Comqensation and Emplovers Liabilitv Coveraqe II
The insurer shall agree to waive all rights of subrogation against the City,
its officers, offcials, employees and volunteers for losses arising from
I ConsultanYs performance of the work, pursuant to this Agreement. I
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3. Professional Liabilitv Coveraqe I
If written on a claims-made basis, the retroactivity date shall be the
effective date of this Agreement. The policy period shall extend from July
1, 2015 to June 30, 2016.
4. All Coveraqes
Each Insurance policy required by this clause shall be endorsed to state
that coverage shall not be suspended, voided, canceled by either party, I
reduced in coverage or in limits except after thirty (30) days prior written
notice by certified mail, retum receipt requested, has been given to the
City. I
E. Acceotabilitv of Insurers '
Insurance is to be placed with admitted California insurers with an A.M. BesYs I
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 Coveraqe
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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 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 I
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. i
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 I
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
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 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
, 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 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 I
jurisdiction, the remainder of this Agreement shall remain in effect.
7.5 Modification. No modifcation of this Agreement is valid unless made with the agreement
of both parties in writing.
i 7.6 Assipnment. 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. j
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.
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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 I
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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 unfnished
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 ConsultanYs breach of contract.
7.9 Duplicate Originals. This Agreement may be executed in duplicate originals, each �i
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. I
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 INDIGO STUDIOS
POLICE DEPARTMENT JENDI COURSEY
300 SEMINARY AVENUE 109 WEST PERKINS STREET
UKIAH, CALIFORNIA 95482-5400 UKIAH, CALIFORNIA 95482
9.0 SIGNATURES
IN WITNESS WHEREOF, the parties have executed this Agreement the Effective Date:
INDIGO STUDIOS
BY'— � f�'GlG'/ �� 7i0/�
Date
PRI�NAME: ,��nll7/ G/iGf��"��
�5- ���l �o
IIRS IDN Number
CITY OF UKIAH
BY:
< , �� , �
CITY MANAGER Date
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ATTEST
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CITY CLERK Date
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Attachment A
Scope of Work
(1) Assess and communicate UPD pertormance as outlined in the 2014 strategic i
review by: I
a. Collecting qualitative and quantitative data on UPD's performance
b. Overseeing the creation of the annual Strategic Report Card i
(2) Improve UPD service to the public by:
a. Working with the volunteer coordinator to attract more volunteers
b. Creating strategies to recruit additional local officers
Budget not to exceed �20,000. Timeline August 2014 —June 2015. All work to be
completed no later than June 30, 2015.
Attachment B II
Hourly Rate
All work performed by Indigo Studios will be billed at $125/hour.
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