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HomeMy WebLinkAboutReady Set Go Services, LLC 2016-01-06PROFESSIONAL SERVICES AGREEMENT BETWEEN THE CITY OF UKIAH AND READY SET GO SERVICES, LLC THIS PROFESSIONAL SERVICES AGREEMENT ( "AGREEMENT ") is entered into in Ukiah, California this 6th day of January, 2016, between the City of Ukiah ( "CITY ") and Ready Set Go Services, LLC ( "CONTRACTOR "). RECITALS A. Gordon Elton was the City's former Finance Director and has experience and information acquired during his employment with the City that is not readily available to current staff. B. Mr. Elton is a principal with Ready Set Go Services, LLC. C. City desires to consult with Mr. Elton and receive his assistance with various matters related to his former employment and his expertise D. CONTRACTOR represents to CITY that it has the qualifications, experience and ability to perform such services, and desires to do so on an intermittent basis; and E. The parties agree that CONTRACTOR shall designate its principal, Gordon Elton ( "ELTON ") to provide services as the CITY's CONSULTANT. F. With City's prior approval in each instance, Contractor may utilize other staff to perform various tasks under the supervision of ELTON SECTION 1. TERM CONTRACTOR shall commence services as CONSULTANT for CITY on January 6, 2016. CONTRACTOR'S services with CITY shall be on an as needed basis and will continue until terminated as provided in this AGREEMENT. SECTION 2. DUTIES CONTRACTOR shall perform to its best ability the duties and functions of CONSULTANT to the CITY and shall report directly to the City Finance Director. SECTION 3. TERMINATION OF CONTRACT City Manager or CONTRACTOR may terminate this agreement at any time by delivering written notice of such termination to the other party. Page 1 of 4 1 PROFESSIONAL SERVICES AGREEMENT BETWEEN THE CITY OF UKIAH AND READY SET GO SERVICES, LLC SECTION 4. COMPENSATION AND BENEFITS (A) CONTRACTOR shall be paid $75.00 per hour, which shall include all direct and indirect expenses incurred by CONTRACTOR in performing under this Contract, except for travel expenses which shall be reimbursed at the Internal Revenue Rate for use of a private automobile, for all travel outside the greater Ukiah Valley, required to carry out the duties as CONTRACTOR. Total compensation paid to contractor, including reimbursement for travel expenses, shall not exceed nine thousand nine hundred ninety - nine dollars ($9999.00). (B) The parties acknowledge their understanding and intention that CONTRACTOR be utilized on a limited, intermittent basis only. As such, CITY has no obligation to provide (and CONTRACTOR and its designee, ELTON, has no entitlement or right to) any CITY paid employment benefits, including retirement, sick leave, vacation, holidays, health insurance, administrative leave time or overtime pay. CONTRACTOR shall serve the CITY at the will and pleasure of the City Manager and without any right to severance pay. SECTION 5. ENTIRE AGREEMENT AND AMENDMENTS CITY and CONTRACTOR acknowledge that no representation, inducement, promise or agreement, oral or written, has been made or is being relied upon which is not set forth in this AGREEMENT. This AGREEMENT supercedes all prior agreements with respect to the subject matter hereof and, to the extent permitted by law, any and all CITY Ordinances, Resolutions or Personnel Rules and Regulations of CITY that have been or may be adopted. No amendment or modification to this AGREEMENT shall be effective unless such is in writing and signed by the parties. SECTION 6. EFFECT OF WAIVER /SEVERABILITY Failure by either party to insist on strict compliance with any term or condition of this AGREEMENT shall not be deemed a waiver of such term or condition, nor shall any such failure be deemed a waiver of that right at any other time. If any provision of this AGREEMENT is held by a court of competent jurisdiction to be unenforceable, the remaining provisions shall remain in full force and effect. Page 2 of 4 PROFESSIONAL SERVICES AGREEMENT BETWEEN THE CITY OF UKIAH AND READY SET GO SERVICES, LLC SECTION 7. CONTRACTOR REPRESENTATION CONTRACTOR represents that it has reviewed this AGREEMENT and has had the opportunity to consult with legal counsel of CONTRACTOR's own choosing with respect to this AGREEMENT. This AGREEMENT shall be deemed to have been drafted by both parties and it shall not be interpreted against either party hereto based upon the drafting hereof. SECTION 8. GOVERNING LAW This AGREEMENT shall be governed by and construed in accordance with the laws of the State of California and the venue for any legal action relating to this AGREEMENT shall be the Superior Court of the State of California, County of Mendocino. SECTION 9. NOTICE Whenever notice is permitted or required under the terms of this AGREEMENT, it shall be deemed given and received when personally delivered or delivered by overnight courier such as Federal Express or UPS, or when received by fax or email, with an acknowledgment of receipt, or 48 hours after deposit in the United States mail with proper First Class postage affixed to the envelop. All such notices shall use the following address, fax or email address: CONTRACTOR Attention: Gordon Elton Ready Set Go, Services, LLC PO Box 856 Ukiah, CA 95482 Fax: none Email: dottie @rdysetgo.com 1 CITY Attention: Karen Scalabrini, Finance Director City of Ukiah Ukiah Civic Center 300 Seminary Ave. Ukiah, CA. 95482 Fax: 463- 6204 Email: kscalabrini @cityofukiah.com Page 3 of 4 PROFESSIONAL SERVICES AGREEMENT BETWEEN THE CITY OF UKIAH AND READY SET GO SERVICES, LLC SECTION 9. COUNTERPARTS This AGREEMENT may be executed in counterparts, which counterparts shall constitute the AGREEMENT. IN WITNESS WHEREOF, CITY has caused this AGREEMENT to be executed on its behalf by its Manager and duly attested by its City Clerk; and CONTRACTOR has executed this AGREEMENT on the date first written above. ATTEST: I A-67/tA, Kristine Lawler, Deputy City Clerk APPR' ED S TO F Davi • . pport, City = ttorney CITY: Sa e Sanai� como, City Manager READY, SET GO SERVICES, LLC ( "CONTRACTOR ") BY: Dottie Deerwester, its General Manager Page 4 of 4