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HomeMy WebLinkAboutMonroe, Cathy 2018-06-04COU No. 1819085 AGREEMENTFOR PROFESSIONAL CONSULTING SERVICES [Design Professional] This Agreement, made and entered into this 4th day of June, 2018 ("Effective Date"), by and between CITY OF UKIAH, CALIFORNIA, hereinafter referred to as "City" and Cathy Monroe, an environmental educator, hereinafter referred to as "Consultant". RECITALS This Agreement is predicated on the following facts: a. City requires consulting services related to assisting the Grace Hudson Museum Curator Sherrie Smith -Ferri to design, draft, implement and evaluate third and sixth grade Pomo Indian -centered science and culture curriculum meeting California state educational standards for the Museum's new Wild Gardens project, as specified in The Christensen Fund grant proposal, "The Wild Gardens," provided for as Attachment "A". b. Consultant represents that it has the qualifications, skills, experience and is properly licensed to provide these services, and is willing to provide them according to the terms of this Agreement. C. City and Consultant agree upon the Scope -of -Work and Work Schedule attached hereto as Attachment "A", describing contract provisions for the project and setting forth the completion dates for the various services to be provided pursuant to this Agreement. TERMS OF AGREEMENT 1.0 DESCRIPTION OF PROJECT 1.1 The Project is described in detail in the attached Scope -of -Work (Attachment "A"). 2.0 SCOPE OF SERVICES 2.1 As set forth in Attachment "A". 2.2. Additional Services. Additional services, if any, shall only proceed upon written agreement between City and Consultant. The written Agreement shall be in the form of an Amendment to this Agreement. 3.0 CONDUCT OF WORK 3.1 Time of Completion. Consultant shall commence performance of services as required by the Scope -of -Work on June 10, 2018 and shall complete such services by September 31, 2018. Consultant shall complete the work to the City's reasonable satisfaction, even if contract disputes arise or Consultant contends it is entitled to further compensation. 4.0 COMPENSATION FOR SERVICES 4.1 Basis for Compensation. For the performance of the professional services of this Agreement, Consultant shall be compensated at $30 per hour, to a maximum of 74 hours, or a total not to exceed amount of $2,220.00. Labor charges shall be based upon hourly billing rate by Consultant to perform the Scope of Work, which shall include all indirect costs and expenses of every kind or nature, except direct expenses. Consultant shall complete the Scope of Work for the not -to -exceed guaranteed maximum, even if actual time and expenses exceed that amount. 4.2 _Changes. Should changes in compensation be required because of changes to the Scope -of - Work of this Agreement, the parties shall agree in writing to any changes in compensation. "Changes to the Scope -of -Work" means different activities than those described in Attachment "A" and not additional time to complete those activities than the parties anticipated on the date they entered this Agreement. 4.3 Sub -contractor Payment. The use of sub -consultants or other services to perform a portion of the work of this Agreement shall be approved by City prior to commencement of work. The cost of sub -consultants shall be included within guaranteed not -to -exceed amount set forth in Section 4.1. 4.4 Terms of Payment. Payment to Consultant for services rendered in accordance with this contract shall be based upon submission of monthly invoices for the work satisfactorily performed prior to the date of invoice less any amount already paid to Consultant, which amounts shall be due and payable thirty (30) days after receipt by City. The invoices shall provide a description of each item of work performed, the time expended to perform each task, the fees charged for that task, and the direct expenses incurred and billed for. Invoices shall be accompanied by documentation sufficient to enable City to determine progress made and the expenses claimed. 5.0 ASSURANCES OF CONSULTANT 5.1 Independent Contractor. Consultant is an independent contractor and is solely responsible for its acts or omissions. Consultant (including its agents, servants, and employees) is not City's agent, employee, or representative for any purpose. 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. 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 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. Consultant agrees to indemnify and hold City 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. Design PootSvc Agieement-\ovember 20. 2-1.18 PAGE20F7 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. 5.2 Conflict of Interest. Consultant understands that its professional responsibility is solely to City. Consultant has no interest and will not acquire any direct or indirect interest that would conflict with its performance of the Agreement. Consultant shall not in the performance of this Agreement employ a person having such an interest. If the City Manager determines that the Consultant has a disclosure obligation under the City's local conflict of interest code, the Consultant shall file the required disclosure form with the City Cleric within 10 days of being notified of the City Manager's determination. 6.0 INDEMNIFICATION 6.1 ..Without limiliRg C;GP..i 6+.nt's e61 � Rs g undep f]�rar,r-,.tStfull peFied ef time allowed by law, suwiying of this AgFeeFnent insuFance gm N. W■ ■ a .......... • s 1 W94* ±# + - rl a _ ` - Design PrafSvmAgreemem•n0vember2J, 2008 PAGE 3 OF 7 ar "A, 01000 - - _ , - 4T@■ ■■■ _ Design PrafSvmAgreemem•n0vember2J, 2008 PAGE 3 OF 7 WaqW's rr4mr5anrniinn I�rr.�ia a&4equWed 44e EfnpleveFs4 L; Qe4u Sf46 nnra S'alf ip6weq anin.ation yy{{���� s 1,1.,''x,` fAa1doetible ht -se" fed -City, its GmGe1G, mciai ' emr pleyees and •rrr.Eu,r,,Si,,,aaraiil+e. 8ia -.* WAAa t a4 ne a h)V'rT�--guafaf EE4R� payment hf le r�nr.S- ,�,,yfel 5��11 T�Kc+i�hhTTCC' rnrar �h[S and defemnn D. O#hef ipcurarine Oroyi ihnc 10 F a7-' 1Dyees mels fe a -tie se,Tevycs 06w;a� ins -weds ..as fespes+�4iabili' ;sing out. --of ac.6vff�es typrlr mi -ed by ar an 1lahnlf r * the CoqGultant, pFaduGts and Gompleted Imo'' S of 4140 Consultant, jgremirar WMd by the f� GRs iiian+ OF au tamOh�lhn rne-6i i 4ed a be rrr.5 aiad by the J ["r...l .rlfrsref fnr{4the fu t pe6eYi_Vf # he �FlN 1$R-- T S- 5 1•vin n„ rr.�,.i-tel f6 6 ofC2fS' eeas of v,.lti:;,tee�s- 4 . Tha C; f�&speGts to the Gity. offfGefis, a4ufiteefs. Any m4;SGF6h0h of I#_MamMaiRedtheCityifc effirarc effiri3kS omnin.r,.cHoll 4a in exGems of Ow f'*r• TSuKa s +�Suraf {oe afW s all not Gee r' de wj#4. it G. My failure to of -ps of t4e nraliniffr ria-nll ne! to-theC`ifar i ffi4is nnarr hfila r.l yf� "1 J alnli irr� Cl .. F -HP 4f urroar'Pve�-sllnan--vp ryeparale4y--anrvu ci f anaincf whom nlniM is r. ade w }ha lira ifr hf f15h .h6+. ir.-..".. 1bI- � --er shall ache -to waives against t#e Gita; -As e,.{ m ir•ialr emnl ayear rare Fr! 5rhl� {� frar lnc rffr -a ririnn urn rr5 f"*n.-.a� .1#+s r5i�r fbffre ;nrl3 of the .a ek. 4 irn� .ant to this Ag%,.& eRt design ProNvcsAgreemenl-N0�ember 20, 2008 PAGE 4OF7 WA, IRsuFaAGe me to be plaGed with adFAMed Galifamia insuFers with an A.M. Best's FatiRg Gf all of them. that event, afteF netiGe to Consultant that Gity has paid the pFeM;uFn, t IRsuFaAGe me to be plaGed with adFAMed Galifamia insuFers with an A.M. Best's FatiRg Gf all of them. that event, afteF netiGe to Consultant that Gity has paid the pFeM;uFn, t FequiFed iRSUFaRGe peliries, at any time. if Consultant fails to PFIDvide the FequiFed heFein, the City shall have the Fight, but net the obligation, te pumhase in GeyeFa@96 any Of all of them. that event, afteF netiGe to Consultant that Gity has paid the pFeM;uFn, t 6.2 Indemnification. Notwithstanding the foregoing insurance requirements, and in addition thereto, Consultant agrees, for the full period of time allowed by law, surviving the termination of this Agreement, to indemnify the City for any claim, cost or liability that arises out of, or pertains to, or relates to any negligent act or omission or the willful misconduct of Consultant and its agents in the performance of services under this contract, but this indemnity does not apply to liability for damages for death or bodily injury to persons, injury to property, or other loss, arising from the sole negligence, willful misconduct or defects in design by the City, or arising from the active negligence of the City. "Indemnify," as used herein includes the expenses of defending against a claim and the payment of any settlement or judgment arising out of the claim. Defense costs include all costs associated with defending the claim, including, but not limited to, the fees of attorneys, investigators, consultants, experts and expert witnesses, and litigation expenses. Design NdSvcsAgreement-November 20. 2.78 PAGE 5 OF 7 References in this paragraph to City or Consultant, include their officers, employees, agents, and subcontractors. 7.0 CONTRACT PROVISIONS 7.1 Documents and Ownership of Work. All documents furnished to Consultant by City and all documents or reports and supportive data prepared by Consultant under this Agreement are owned and become the property of the City upon their creation and shall be given to City immediately upon demand and at the completion of Consultant's services at no additional cost to City. Deliverables are identified in the Scope -of -Work, Attachment "A". All documents produced by Consultant shall be furnished to City in digital format and hardcopy. Consultant shall produce the digital format, using software and media approved by City. 7.2 Governing Law. Consultant shall comply with the laws and regulations of the United States, the State of California, and all local governments having jurisdiction over this Agreement. The interpretation and enforcement of this Agreement shall be governed by California law and any action arising under or in connection with this Agreement must be filed in a Court of competent jurisdiction in Mendocino County. 7.3 Entire Agreement. This Agreement plus its Attachment(s) and executed Amendments set forth the entire understanding between the parties. 7.4 Severability. If any term of this Agreement is held invalid by a court of competent jurisdiction, the remainder of this Agreement shall remain in effect. 7.5 Modification. No modification of this Agreement is valid unless made with the agreement of both parties in writing. 7.6 Assignment. Consultant's services are considered unique and personal. Consultant shall not assign, transfer, or sub -contract its ;nterest or obligation under all or any portion of this Agreement without City's prior written consent, 7.7 Waiver. No waiver of a breach of any covenant, term, or condition of this Agreement shall be a waiver of any other or subsequent breach of the same or any other covenant, term or condition or a waiver of the covenant, term or condition itself. 7.8 Termination. This Agreement may only be terminated by either party: 1) for breach of the Agreement; 2) because funds are no longer available to pay Consultant for services provided under this Agreement. or 3) City has abandoned and does not wish to complete the project for which Consultant was retained. A party shall notify the other party 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. 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. City shall pay the Consultant only for services performed and expenses incurred as of the effective termination date. In such event, as a condition to payment, Consultant shall provide to City all finished or unfinished documents, data, studies, surveys, drawings, maps, models, photographs and reports prepared by the Consultant under this Agreement. 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 City may incur as a result of Consultant's breach of contract. DeUgn - Pro(SvcsAgreemem-November ?' 2 S PAGE 4OF7 7.9 Execution of Agreement. This Agreement may be executed in duplicate originals, each bearing the original signature of the parties. Alternatively, this Agreement may be executed and delivered by facsimile or other electronic transmission, and in more than one counterpart, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. When executed using either alternative, the executed agreement shall be deemed an original admissible as evidence in any administrative or judicial proceeding to prove the terms and content of this Agreement. 8.0 NOTICES Any notice given under this Agreement shall be in writing and deemed given when personally delivered or deposited in the mail (certified or registered) addressed to the parties as follows: CITY OF UKIAH CATHY MONROE GRACE HUDSON MUSEUM 300 SEMINARY AVENUE 13000 Tomki Rd. UKIAH, CALIFORNIA 95482-5400 Redwood Valley, CA 95470 9.0 SIGNATURES IN WITNESS WHEREOF, the parties have executed this Agreement the Effective Date: CONSULTANT BY: �-6- Date PRINT NAME:. �L+-►eIV1An��- IRS IDN Number CITY OF UKIAH BY: .� A O ITY MANAGER ATTEST CI Y CLERK Design ProN$ csAgreemem-vo�ember 0,1008 PAGE 7 O 7 Date 8-zIId Date „.,. EXHIBIT A The Consultant will work with Museum Curator of Education and Exhibits to research and design natural history science -based curriculum for both 3rd and 6th grades using the new "Next Generation Science Standards" (NGSS). This work will result in lesson plans for 3rd and 6th elementary teachers to use for a series of in - class activities and discussions in addition to lesson plans that utilize hands-on activities and guided discussions during a class visit to the Grace Hudson Museum's new Wild Gardens. Preliminary versions of the lesson plans will be given to the Museum Curator to review by August 20, 2018. With the assistance of the Consultant, these plans will be tested with, and evaluated by, several different classes. Based on this feedback, the Museum Curator and the Consultant will revise and finalize these lesson plans by September 30, 2018.