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HomeMy WebLinkAboutShields, Aimee; DBA Perfection Plus Transcription 2007-01-01C,�. ORIGINAL PROFESSIONAL SERVICES CONTRACT This agreement is made and entered in Ukiah, California, on January 1, 2007, between Aimee Shields DBA "Perfection Plus Transcription" ("Consultant") and the City of Ukiah ("Ukiah"), a general law municipal corporation. This contract supercedes all previous contracts, if any. 1. SERVICES PROVIDED BY CONSULTANT. "Perfection Plus Transcription" will provide no less than 30 hours of transcription services a week to the staff of the Ukiah Police Department. 2. TIME OF PERFORMANCE. The Ukiah. Police Department staff will have the availability to submit reports for transcriptions 24 hours a day, 7 days a week, for the length of the contract. Report turn -around will depend on a number of factors: 1) All in -custody reports and. priority supplemental reports will be completed and returned to the department electronically within the same day, unless approved by the officer dictating the report or the watch commander; 2) all other reports will be. completed and returned to the Department electronically within two days from the time that it was dictated. 3. TERM. The term of this agreement shall begin on January 1, 2007, and end on June 30, 2008, unless extended by mutual, written agreement of the parties or terminated as provided in paragraph 9. 4. COMPENSATION. The City of Ukiah shall pay Perfection Plus Transcription as follows for services provided under this agreement: $2,083.33 per month. 5. METHOD OF PAYMENT. The City of Ukiah shall pay Perfection Plus Transcription $2,083.33 on the first Friday of each month. Perfection Plus Transcription will provide report to the Police Department's Operations or Administrative Commander each month so that actual transcription usage can be tracked to ensure that services are satisfactorily being provided and guidelines can be established for future increases or decreases of dictation from the Police Department. 6. CONFIDENTIALITY. Perfection Plus Transcription and operator Aimee Shields, agrees that she will not disclose or make any other use of information about business methods, operations, costs, proposals, budgets, and projections of =the City of Ukiah or of any other information .of a confidential nature pertaining to the City of Ukiah or its Police Department, without prior written consent of the City Manager, Chief or Police or their representative. 7. INDEMNIFICATIONS AND INSURANCE. INDEMNIFICATION: Perfection Plus Transcription shall ................... indemnify and hold harmless the City of Ukiah and it officers, agents and employees from and against any claim, loss or damage, including the legal and other costs of defending against any claim of damage or lass by third parties, which arises out of Perfections Plus Transcription's performance under this agreement, except for claims, losses or damages resulting from the sole and exclusive negligence or other wrongful conduct of the City of Ukiah or its officers, agents and employees. INSURANCE: Perfection Plus Transcription shall comply with the insurance requirements set forth by the City of Ukiah and maintain Comprehensive General Liability Insurance at all times while providing services under this contract. S. RETURN OF DOCUMENTS. Upon termination of Perfection Plus Transcriptions services to the City of Ukiah under this agreement, Perfection Plus Transcription agrees to return all written and other materials, which are not matters of public record, furnished to her by the City of Ukiah. Any documents created by Perfections Plus Transcription as part of the services provided under this agreement shall be the property of the city of Ukiah, which shall own the copyright to the same._ Any and all such documents shall be furnished to the City of Ukiah upon request. 9. TERMINATION. This agreement may be terminated by the City of Ukiah: 1) for breach of this agreement; 2) because funds are no longer available to pay Perfection Plus Transcription for services provided under this agreement; 3) The City of Ukiah no longer wishes to continue with the transcription program for which Perfection Plus Transcription was retained. The City of Ukiah Shall give written notification to Perfection Plus Transcription of any alleged breach of the agreement and of the action required to cure the breach. If Perfection Plus Transcription fails to cure the breach within the time specified in the notice, the contract shall be terminated immediately. If terminated for lack of funds. or abandonment of the transcription program, the contract shall terminate 30 days after the date that the notice of termination is given to Perfection Plus Transcription. Ukiah shall pay Perfection Plus Transcription only for services performed and expenses incurred as of the effective termination date. In such an event, all finished or unfinished documents, data, studies, survey, drawing, maps, models, photographs and reports prepared by Perfection Plus Transcription under this agreement shall, at the option of the City of Ukiah, become its property and Perfection Plus Transcription 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 the City of Ukiah may incur as a result of Perfection Plus Transcription's breach of contract. Perfection Plus Transcription may terminate this agreement on 30 days' written notice to the City of Ukiah. In that event, Perfection Plus Transcription shall be compensated and documents shall be handled as provided in this paragraph. 10. MODIFICATION OF AGREEMENT. The City of Ukiah, may from time to time request changes in the scope of the services of Perfection Plus Transcription to be performed hereunder. Such Changes, including any increase or decrease in the amount of Perfection Plus Transcription's compensation, which are mutually agreed upon by and between the City of Ukiah and Perfection Plus Transcription, shall be incorporated in written amendments to -this agreement. To be effective, all such changes or amendments referred to in this section must be agreed upon in writing by both parties to this agreement. 11. ASSIGNMENT. Perfection Plus Transcription 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 the City of Ukiah. 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 Perfections. Plus Transcription is an independent contractor and is not an employee, joint venturer, or partner of the City of Ukiah for any purpose whatsoever. The City of 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 Perfection Plus Transcription 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 the City of Ukiah have been inserted solely to achieve compliance with Federal and State Laws, Rules, Regulations and interpretations thereof. No such or other provisions of this agreement shall be interpreted or construed as creating or establishing the relationship of employer and employee between Perfection Plus Transcription and the City of Ukiah. Perfections Plus Transcription 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 herself and her employees, if any. Perfection Plus Transcription agrees to indemnify and hold harmless the City of Ukiah and its officers, agents, and employees from and against any claims or demands by federal, state and .local government agencies for any such taxes or benefits due, but not paid by Perfection Plus Transcription, including any legal costs associated with defending against any audit, claim demand or lawsuit. 14. GOVERNING LAW. This agreement shall be governed by and construed in accordance With the laws of the State of California any legal action concerning the agreement must be filed and litigated in the proper court in Mendocino County. 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 or other communication is required or Permitted under the agreement, it shall be deemed to have been given when personally delivered or when deposited in the United States Mail with proper first-class mail with proper first-class postage affixed thereto and addressed as follows: CONSULTANT Perfection Plus Transcription Aimee Shields 1480 Chardonnay Court Ukiah, CA 95482 19. PARAGRAPH HEADING. CITY OF UKIAH City of Ukiah c/o Civic Center 300 Seminary Avenue Ukiah, 'CA 95482 The paragraph headings 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 and such duplicate original shall be admissible as proof of the existence and terms of the agreement between the parties. WHERFORE, the parties have entered into this agreement on the date first written above. M/CIT.� Y OF UA. W - --cm, Title:I i '�_ !_ • - �