Loading...
HomeMy WebLinkAboutSmith, Gregg DBA GH Smith Emergency Management Planners 2005-03-040 3 0 L{ Ds - INDEPENDENT CONTRACT FOR SERVICES This Agreement is made and entered in Ukiah, California, on March 4, 2005 by and between Gregg Smith, doing business as GH Smith Emergency Management Planners ("Consultant"), a sole proprietorship, and the Mendocino Emergency Services Authority ("MESA"), a joint powers agency formed by local governments in Mendocino County. 1. SERVICES PROVIDED BY CONSULTANT. Consultant shall provide the services as set forth in Exhibit A, attached hereto and incorporated herein by this reference. 2. TIME OF PERFORMANCE. Consultant shall devote no less than 3 days per week (Monday - Friday) and no less then 8 hours per day (no less than 24 hours per week) to performing the services set forth in Exhibit A and be available after hours for emergencies. Consultant shall not bill for more than 24 hours per week, unless additional time is required to respond to bona fide emergencies and not more than 40 hours per week under any circumstances without the prior approval of the Board of Directors. 3. TERM. The term of this Agreement shall begin at 08.00 on March 7, 2005, and end at 1700 on June 30, 2005, unless terminated earlier or extended by mutual written agreement of the parties or unless terminated by MESA or Consultant as provided in paragraph 9. 4. COMPENSATION. MESA shall pay Consultant $30 per hour for services provided under this Agreement. 5. METHOD OF PAYMENT. MESA shall pay Consultant based on invoices submitted by Consultant which detail the days and hours worked and the services performed. Invoices may be submitted no more frequently than monthly and MESA shall pay approved invoices within 15 days of their submission. 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 MESA or of any other information of a confidential nature pertaining to MESA, without the prior written consent of the MESA Board of Directors. 7. RETURN OF DOCUMENTS. Upon termination of Consultant's services to the MESA under this Agreement, Consultant agrees to return all written and other materials, which are not matters of public record, furnished to him by MESA. Any documents created by Consultant as part of providing services under this Agreement shall be the property of MESA which shall own the copyright to same. Any and all such documents shall be furnished to MESA upon request. 8. 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 for services provided under this Agreement; or 3) MESA has abandoned and does not wish to complete the project for which Consultant was retained. MESA 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 to MESA's satisfaction 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. MESA 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 MESA, 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 MESA may incur as a result of Consultant's breach of contract. Consultant may terminate the Agreement on 15 days written notice to MESA. In that event Consultant shall be compensated and documents shall be handled as provided in this paragraph. 9. MODIFICATION OF AGREEMENT. MESA 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 MESA 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. 10. 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 MESA. 2 11. 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. 12. 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 MESA for any purpose whatsoever. MESA 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 MESA 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 MESA. 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 MESA 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 substantial investment in its business and that it maintains its own offices and staff which it will use in performing under this Agreement. 13. 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. 14. 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. 3 15. 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. 16. 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. 17. 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 Gregg Smith Emergency Management Planners 881 Riverside Drive Ukiah, CA 95482 18. PARAGRAPH HEADINGS. MESA City of Ukiah City Manager 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. 19. 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 parties have entered this Agreement on the date first written above. CONSULTANT By.-� Title: S MESA BAY� Title: EXHIBIT A SCOPE OF SERVICES — MESA CONSULTANT DEPARTMENT: EMERGENCY SERVICES AUTHORITY FLSA STATUS: E REPORTS TO: MESA COMMISSION CHAIRPERSON DATE; PURPOSE OF CONSULTANCY: Implement the policies of the Mendocino County Emergency Services Authority ("MESA") Commission by directing and overseeing the Disaster Preparedness and Planning for the member agencies. Independent contractor; not a MESA employee. ESSENTIAL SERVICES: 1. Carry out supervisory responsibility in accordance with policies, procedures and applicable laws including: training in job skills; planning, assigning and directing work; appraising performance; addressing complaints and resolving problems. 2. Coordinate the preparation of all agencies within the County prior to disasters or major emergencies; Coordinate the activities of federal, state and local governments during recovery operations. 3. Plan, write, and coordinate emergency response plans for the incorporated cities and the County. 4. Develop and coordinate disaster preparedness and recovery related training as requested. 5. Develop and recommend operating budget for the agency annually; monitor and administer approved budget. 6. Maintain all accounts and property records. 7. Coordinate the activities of private sector and community based organizations in disaster preparedness. 8. Coordinate volunteer programs. 9. Identify, prepare applications and, upon Commission approval submit and manage federal, state, and local grant programs. 10. Maintain historical records to include: written documents, photographs, and recording electronic files. 11.Act as staff during periods of Operational Area Activations. 12. Perform other related duties as assigned by the Commission.