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HomeMy WebLinkAboutFinance Director - Elton, Gordon 02-17-06PROFESSIONAL SERVICES AGREEMENT This Agreement is made and entered in Ukiah, California on February 17, 2006, by and between Gordon Elton ("Consultant"), and the City of Ukiah ("City"), a general law municipal corporation. 1. SERVICES PROVIDED BY CONSULTANT. Consultant has extensive experience as a Finance Director. He is the former city Finance Director for the City and has familiarity with the City of Ukiah's Municipal Code as applied to Purchasing, Use of sale tax, Fiscal Regulations, etc. Consultant is familiar with the City of Ukiah's Accounting System "AS 400" and City of Ukiah Policies and Procedures. Consultant will compile a Fund Definition Report, identifying selected funds by the City Manager within the General Ledger and providing a description of various attributes of the fund, basic information outlining the purpose and limitations of each fund. The Consultant shall indicate his acceptance of the assignment by signing and returning a copy of this Professional Services Agreement to the City Manager. 2. TIME OF PERFORMANCE. Upon request, Consultant shall furnish City with a schedule for performing specific work under this Agreement prior to commencing performance. City must approve all schedules presented by Consultant before Consultant begins performing services covered by the schedule. Consultant shall provide services in compliance with approved schedules. 3. TERM. The term of this Agreement shall begin on February 17, 2006, and shall continue in effect until terminated as provided in paragraph 9. 4. COMPENSATION. City shall pay consultant $25.00 per "fund" for the services provided under this Agreement not to exceed $1,750. This amount includes all compensation due to Consultant under this Agreement, including compensation for reimbursable expenses. 5. METHOD OF PAYMENT. City shall pay Consultant based on monthly billings setting forth as to each service performed a description of the services provided including the date the service was provided. City shall pay all approved billings within fifteen (15) days of their receipt. The total of such billings shall not exceed the compensation set forth in paragraph 4, unless City, through its City Manager, authorizes additional compensation. 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 City or of any other information of a confidential nature pertaining to City, without the prior written consent of the City Manger. 7. INDEMNIFICATION. The City shall provide Consultant with the same right to a defense and to indemnification for claims and civil actions made against him as a result of his performance under this Contract as the City provides to its employee pursuant to Government Code Sections 825, 825.6, and 995 et seq.; provided, however, that the City's obligation to defend and indemnify Consultant under this paragraph 7 shall not exceed the total sum of $500,000. Consulting Services Agreement February, 17, 2006 S. ACCESS TO, OWNERSHIP AND RETURN OF RECORD AND DOCUMENTS. Upon termination of Consultant's services to the City under this Agreement, Consultant agrees to return all written and other materials, which are not matters of public record, furnished to him by City. Any documents created by Consultant as part of providing services under this Agreement shall be the property of City, which shall own the copyright to same. Any and all such documents shall be furnished to City upon request. City acknowledges that any studies, maps, plans, reports and documents produced by Consultant were intended for a specific use and purpose and were not prepared for any other use or purpose. Consultant does not assume responsibility for such documents if they are used by City for any other purpose, or if they are disclosed by City to any third party who uses the documents for any other purpose. City assumes the risk of using the documents for any other purpose and shall not seek to hold Consultant responsible in any manner if City uses the documents other than for their intended purpose. 9. TERMINATION. This Agreement may only be terminated by City or Consultant: 1) for breach of the agreement, or 2) on 10 days prior written notice. The parties shall notify each other 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. City 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 City, become its property and the Consultant shall be entitled to receive just and equitable compensation for any work satisfactorily completed hereunder, subject to offset for any direct or consequential damages City may incur as a result of Consultant's breach of contract. City may give written notice that it is suspending the work which suspension shall not extend for more than 120 calendar days. Consultant shall resume the work upon receiving a subsequent written notice City without any claim for additional compensation. 10. MODIFICATION OF AGREEMENT. City 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 City and the Consultant, shall be incorporated in written amendments to this Agreement. To be effective, all such changes as referred to in this section must be agreed upon in writing by both parties to this Agreement. 11. ASSIGNMENT. The Consultant shall not assign any interest in this Agreement, and shall not transfer any interest in the same (whether by assignment or novation), without the prior written consent of City. 12, APPLICATION OF LAWS. 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. INDEPENDENT CONTRACTOR. 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. The Consultant warrants that he shall not hire employees for the performance of the work of this Agreement and the City shall have no right to require Consultant to hire employees or to acquire equipment. Consulting Services Agreement February, 17, 2006 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-employment taxes that are due the State and Federal government by reason of his performance of the work of this Agreement. Consultant agrees to indemnify and hold City and its officers, agents and employees harmless from and against any claims or demands by Federal or state government agencies for any such taxes not paid by Consultant, including the legal costs associated with defending against any audit, claim, demand or lawsuit. Consultant warrants and represents that it is a properly licensed professional. 14. DISPUTES AND GOVERNING LAW. This Agreement shall be governed by and construed in accordance with the laws of the State of California. In the event of a dispute arising under this Agreement, Consultant shall notify City promptly in writing and submit its claim within 10 days of the occurrence giving rise to the claim. The Consultant shall proceed with its work hereunder in compliance with City instructions, but such compliance shall not be a waiver of the Consultant's rights to make such a claim. Any dispute not resolved by this procedure shall be resolved as otherwise provided by law. 15. SEVERABILITY. If any provision of the Agreement is held by a court of competent jurisdiction 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 of other communications required or permitted under this Agreement it shall be deemed to have been given when personally delivered, telefaxed or deposited in the United States mail with proper first class postage affixed thereto and addressed as follows: CONSULTANT CITY OF UKIAH Gordon Elton v/o Candace Horsley, City Manager PO Box 518 Ukiah Civic Center Ukiah, CA 95482 300 Seminary Avenue Phone: 468-0213 Ukiah, CA 95482 FAX: 707 463-6204 Services by telefax shall bear a notation of the date and place of transmission and the facsimile telephone number to which transmitted. Consulting Services Agreement 3 February, 17, 2006 Either party may change the address to which notices must be sent by providing notice of that change as provided in this paragraph. 19. PARAGRAPH HEADINGS. The paragraph heading contained herein are for convenience and reference only and are not intended to define or limit the scope of this Agreement. 20. DUPLICATE ORIGINALS. This Agreement may be executed in one or more duplicate originals bearing the original signature of both parties and when so executed any such duplicate original shall be admissible as proof of the existence and terms of the Agreement between the parties. WHEREFORE, the partie a entered this Agreement on the date first written above. CONSUL T CITY By: By: Gordon Elton, bonsultant Candace Horsley, City Manager ATTEST: Marie Ulvila, City Clerk Approve s to Form: Davi rt, dityAttorney Consulting Services Agreement 4 February, 17, 2006