HomeMy WebLinkAboutBibby, Brian 2006-07-28 ' , �
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FROFESS�(3N.�L a�RVICE� CC'�NTR�ICT
This AgreEmer'.: is made and entered in Ukiah, Califarnia, on July
28, 2006 , by and �etween Brian Bibby ( "Consultant" ) , an Ethnographer, and
the City of Ukiah ( "Ukiah" ) , a gerieral law municipal corporation.
1. SERVICES PROS7'TDED BY CON�tTLTANT.
To review and report on the provenance and cultural significance of
a number of ethnographic artifacts in the Grace Hudson Museum's
collections in collaboration with Project Director Sherrie Smith-Ferri as
specified in the Department of Interior-funded grant proposal,
"Enhancements to the Pomo Indian Exhibits, " as described in Exhibit B.
2. TIME OF PERFORMANCE.
Time necessary to complete the project, but not to extend past
Sept. 30, 2006 .
3 . TERM.
The term of this Agreement shall begin on July 28, 2006 and end of
Sept. 30, 2006, unless extended by mutual written agreement of the
parties or terminated as provided in paragraph ,9.
4. COMPENSATION.
Ukiah shall pay Consultant as follows for services provided under
this agreement: Periodically, as invoiced by Consultant, at $40. 00 per
hour, to a maximum of $800 (20 hours) , unless renegotiated with Project
Director and Project Administration, in compliance with all pertinent
federal grant guidelines.
5 . METHOD OF PAYMENT. '
Check made payable to Consultant.
6. CONFIDENTIALITY.
Consultant hereby agrees that he will not disclose or make any
other use of information about the business methods, operations, costs,
proposals, budgets, and projections of Ukiah or of any other information
of a confidential nature pertaining to Ukiah, without the prior written
consent of the City Manager.
7 . INDEMNIFICATION
Consultant shall hold City harmless from and defend City against
all claims, liability, damage, or loss arising out of any injury or death
of any person or damage to or destruction of property attributable to the
negligent or willfully wrongful act or omission of Consultant in perform-
ing services under this Agreement, except that caused by the sole and
active negligence or willful misconduct of City or City' s employees.
These indemnity obligations shall include reasonable attorney fees,
investigation costs, and all other reasonable costs incurred by City from
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first notice that any ciaim or demand is to be made or r�3y be made.
City shali prom�tly give nctice to Cons�altant of any rlaim or
demand. The provision� of this Section shall survive the
termination af AgreemPnt for any event occurring prior to the .
termination.
8. RETjTRN OF DOCUMENTS.
Upon termination of Consultant' s services to the Ukiah under
this Agreement, Consultant agrees to return all written and
other materials, which are not matters of public record, furnished
to him by Ukiah. Any documents created by Consultant as part of
providing services under this Agreement shall be the property of
Ukiah which shall own the copyright to same. Any and all such
documents shall be furnished to Ukiah upon request.
9. TERMINATION.
This Agreement may only be terminated by Ukiah: 1) for breach
of the agreement; 2) because funds are no longer available to pay
Consultant far services provided under this Agreement; or 3) Ukiah
has abandoned and does not wish to complete the project for which
Consultant was retained. Ukiah shall notify Consultant of any
alleged breach of the agreement and of the action required to cure
the breach. If Consultant 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 . Ukiah shall pay the Consultant
only for services performed and expenses incurred as of the
effective termination date . In such event, all finished or
unfinished documents, data, studies, surveys, drawings, maps,
models, photographs and reports prepared by the Consultant under
this Agreement shall, at the option of Ukiah, become its property
and the 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 Ukiah
may incur as a result of Consultant' s breach of contract .
Consultant may terminate the Agreement on 15 days written notice to
Ukiah. In that event Consultant shall be compensated and documents
shall be handled as provided in this paragraph.
10. MODIFICATION OF AGREEMENT.
Ukiah may, from time to time, request changes in the scope of
the services of the Consultant to be performed hereunder . Such
changes, including any increase or decrease in the amount of the
Consultant' s compensation, which are mutually agreed upon by and
between Ukiah and the Consultant, shall be incorporated in written
amendments to this Agreement . To be etfective, all such changes as
referred to in this section must be agreed upon in writing by both
parties to this agreement .
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1 z . A.S 5 Z GNMEI�IT.
The Consu.ltant shall not assi�n any interest in this Agr�e-
ment, and shall not transfer any int���est in the sam� (wheth�r by
assignment or novation) , wi�hout tht prior written consent of
Ukiah.
1.2 . APPLIGATION OF LAW�.
The parties hereby agree that all applicable Federal, State
and local rules, regulations and guidelines not written into this
Agreement shall hereby prevail during the period of this Agreement .
13. INDEFENDENT CONTRACTOR.
It is the express intention of the parties hereto that Con-
sultant is an independent contractor and not an employee, joint
venturer, or partner of Ukiah for any purpose whatsoever. Ukiah
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 Ukiah have been inserted solely to achieve compliance
with federal and state laws, rules, regulations, and in-
terpretations 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 Ukiah.
Contractor 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. Contractor agrees to
indemnify and hold Ukiah 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 sub-
stantial investment in i�s business and that it maintains its own
offices and staff which it will use in performing under this
Agreement .
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14 . GOVER�dd�NG L,�.W.
This Agreeme::t s:�all be gaverned by and construed in accor-
dance with the laws of the State of Caiifornia any legal action
concerning the agreement must be filed and litigater� in t.he proper
court in Men�ocino County .
15. SEVERABILITY.
If any provision of the Agreement is held by a court of com-
petent jurtisdiction to be invalid, void, or unenforceable, the
remaining provisions shall nevertheless continue in full force and
effect without being impaired or invalidated in any way.
16. INTEGRATION.
This Agreement contains the entire agreement among the parties
and supersedes all prior and contemporaneous oral and written
agreements, understandings, and representations among the parties .
No amendments to this Agreement shall be binding unless executed in
writing by all of the parties .
17 . WAIVER.
No waiver of any of the provisions of this Agreement shall be
deemed, or shall constitute a waiver of any other provision, nor
shall any waiver constitute a continuing waiver. No waiver shall
be binding unless executed in writing by the party making the
waiver.
18. NOTICES.
Whenever notice, payment or other communication is required or
permitted under this Agreement it shall be deemed to have been
given when personally delivered or when deposited in the United
Sates mail with proper first class postage affixed thereto and
addressed as follows :
CONSULTANT UKIAH
Brian Bibby City of Ukiah
p,p. Box 1062 c/a: Candace Horsley
Sloughhouse, CA 95683 Civic Center
300 Seminary Avenue
Ukiah, CA 95482
19. PARAGRAP� HF.ADINGS.
The paragraph headings contained herein are for convenience
and reference only and are not intended to define or limit the
scope of this agreement .
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2�. DIIPLZC�.Tl� aRiGaz�x�,s.
This Agreem�nt may be executed in one ar mar� duplicate
oriainals bearing t�e original signatur� of both parties and when
so executed any such duplicate original shall be admissible as
prcof of the existence and terms of the Agreement between the
parties .
WHEREFORE, the parties have entered this Agreement on the date
first written above .
CONSULTANT UKIAH
By - ; �� G ,_� � _.._.__ By. � _'� /1
V�}�r
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CiTY OF UKiAFI
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DEPT. HEAD OR AUTH RIZED AQENT
WORKERS' COMPENSATION DECLARATION
1, Brian Bibby, certify that in the performance of the work regarding reporting on the
provenance and cultural significance of the Grace Hudson Museum's Indian artifacts for
the City of Ukiah and the Grace Hudson Museum I have contracted to do in FY 06-07, I
will not employ any person or persons in any manner so as to become subject to the
workers' compensation laws of the State of California, and agree that if I should become
subject to the workers' compensation provisions of Section 3700 of the Labor Code, I
will comply with those provisions.
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