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HomeMy WebLinkAboutMendocino Land Trust 2018-11-28161914-5 City of Ukiah November 28, 2018 Ann Cole, Executive Director Mendocino Land Trust PO Box 1094 Mendocino, CA 95460 Dear Ann, This letter contains the agreement between the City of Ukiah ("the City") and the Mendocino Land Trust as an independent contractor to assist the City with grant application development and submittal. 1. Description of Work: Doug Kern, Director of Conservation, will provide project management contract services as further described in the Scope of Work attached as Exhibit A. If you anticipate that any task will cost more than estimated, you will contact the City for permission to exceed the estimate. 2. Effective Date and Duration: The provisions of this letter will become effective upon signing, and will govern the Work. 3. Rate: Billing: The amount you are to be paid for the Work will be paid on a per hour basis at $80 per hour as set for the in Exhibits A and B, not to exceed $5,000.00. You will bill us when the work is completed. 4. Indemnity; Insurance: You agree to indemnify, hold harmless and defend the City and its officers, agents and employees from and against any and all claims, demands, injuries, losses, expenses (including attorneys' fees, litigation costs and expenses), damages and liability arising from or relating to: (a) any breach by you of the terms of this letter; and (b) any actual or alleged act or omission by you in performing the Work. You represent to City that you have in place general liability and property damage insurance policies consistent with prevailing practices in your profession, occupation or line of work. You will carry general liability and automobile liability insurance in the amount of $1,000,000. In the event you fail to carry such insurance or such insurance coverage lapses while this Agreement is in effect, you shall indemnify and hold harmless the City, its agents and employees, from and against any such damages, claims, and expenses arising out of or resulting from work conducted by you and your agents or employees, including specifically, but not limited to, any copyright infringement or defamation claims arising out of the work to be performed hereunder. You will provide the City with proof of the above-described insurance coverage on an Accord Form Certificate of Insurance prior to commencing the Work. 5. Compliance with Laws; Governing Law: You agree to comply with all applicable federal, state and local laws, rules and regulations in performing the Work. The laws of the State of California will govern this letter. 300 Seminary Avenue • Ukiah • CA • 95482-5400 Phone: (707)463-6200 • Fax: (707)463-6204 •www.cityofukiah.com 6. Complete Agreement; Enforcement: This letter contains our complete agreement, and may not be modified except in writing, signed by both you and City. In any action to enforce this letter, the prevailing party is entitled to recover attorneys' fees and costs as part of such action. 7. Assignment and Delegation: You will not assign, subcontract or transfer any interest in or duty under this letter without City's prior written consent. 8. Independent Contractor; Taxes: You will perform the Work hereunder as an independent contractor and you will be solely responsible for (and will indemnify and hold City harmless from and against) any and ail state, federal, unemployment insurance, social security, income and other taxes assessed on the payments made under this letter. 9. Standard of Care: You represent to City that you have the necessary licenses and expertise to complete the Work and will perform the Work in a good and workmanlike manner, consistent with accepted professional standards and practices. 10. Termination: This agreement may be terminated by either party upon two business day's written notice. All services performed prior to notice will be paid. 11. Time is of the Essence. You understand that time is of the essence of this letter and that City is relying on the timely delivery and performance by you of the Work. 12. Primary Contact: Your primary contact at City for the Work is Maya Simerson, whose telephone number is (707) 367-0699. 13. Simultaneously with your execution of this Agreement, and prior to City's payment of any amounts to you under this Agreement, you will execute and return to City a properly filled in and signed IRS Form W-9. The auditors of the State of California retain the right to examine the records of the subcontractor relative to the services and materials provided under the grant. We look forward to working with you on this project. Thank you for your willingness to assist us with the Doolan Canyon grant writing project. Sincerely, ge San acomo City Manager, City of Ukiah ACCEPTED AND AGREED TO: Date: /I/2 OR' Contractor, Mendocino Land Trust: / Federal Taxpayer ID No: 9 (".23l 2 4(S O Exhibit A Scope of Work The Mendocino Land Trust (MLT) is the proposed grantee for a California Department of Fish and Wildlife grant to acquire the property known between MLT and the City of Ukiah (the "City") as Doolan Canyon. Mendocino Land Trust agrees to act as subcontractor to the City on the above project and agrees to provide project management and grant writing services to the City. Specific Tasks to be completed by Mendocino Land Trust include: For the proposed grant the following tasks are to be completed by Mendocino Land Trust, with assistance, as appropriate and available, from the City. Task 1. Liaison with the City as necessary. Task 2. Prepare maps, narrative text, and supplementary documents as required to submit an online acquisition grant application. Supplementary documents will include a completed Purchase Option Agreement with landowner, Dave Hull. Task 3. Prepare a Draft of proposed grant application by December 7, 2018. Designated City representative will review and provide comments by December 11, 2018. Task 4. Prepare a final draft of proposed grant by December 13th. Designated City representative will review and provide comments on Final Draft by December 14, 2018 Task 5. Submit Final Grant Application for acquisition of Doolan Canyon by December 17th, 2018, or no later than the grant application deadline of December 18th, 2018. Task 6. Provide copy of Final Application Proposal to the City by December 18, 2018. For the grant application, the cost shall not exceed 55,000.00. For the above listed site, the costs shall not be exceeded unless specifically agreed to in writing with Maya Simerson, or a designated representative of the City. A reasonable cost exceedance will not be unreasonably withheld. The total funds available to Mendocino Land Trust for the completion of the grant application listed above from the City shall not exceed $5,000.00. Exhibit B Rate Schedule The following hourly rates will apply to this contract: Doug Kern $80.00 Nicolet Houtz $60.00 Garrett Linck $50.00 Ann Cole $100.00 Copying $150.00 (not to exceed) November 28, 2018 Ann Cole, Executive Director Mendocino Land Trust PO Box 1094 Mendocino, CA 95460 Dear Ann, This letter contains the agreement between the City of Ukiah ("the City") and the Mendocino Land Trust as an independent contractor to assist the City with grant application development and submittal. 1. Description of Work: Doug Kern, Director of Conservation, will provide project management contract services as further described in the Scope of Work attached as Exhibit A. If you anticipate that any task will cost more than estimated, you will contact the City for permission to exceed the estimate. 2. Effective Date and Duration: The provisions of this letter will become effective upon signing, and will govern the Work. 3. Rate; Billing: The amount you are to be paid for the Work will be paid on a per hour basis at $80 per hour as set for the in Exhibits A and B, not to exceed $5,000.00. You will bill us when the work is completed. 4. Indemnity; Insurance: You agree to indemnify, hold harmless and defend the City and its officers, agents and employees from and against any and all claims, demands, injuries, losses, expenses (including attorneys' fees, litigation costs and expenses), damages and liability arising from or relating to: (a) any breach by you of the terms of this letter; and (b) any actual or alleged act or omission by you in performing the Work. You represent to City that you have in place general liability and property damage insurance policies consistent with prevailing practices in your profession, occupation or line of work. You will carry general liability and automobile liability insurance in the amount of $1,000,000. In the event you fail to carry such insurance or such insurance coverage lapses while this Agreement is in effect, you shall indemnify and hold harmless the City, its agents and employees, from and against any such damages, claims, and expenses arising out of or resulting from work conducted by you and your agents or employees, including specifically, but not limited to, any copyright infringement or defamation claims arising out of the work to be performed hereunder. You will provide the City with proof of the above-described insurance coverage on an Accord Form Certificate of Insurance prior to commencing the Work. 5. Compliance with Laws; Governing Law: You agree to comply with all applicable federal, state and local laws, rules and regulations in performing the Work. The laws of the State of California will govern this letter. 300 Seminary Avenue • Ukiah • CA • 95482-5400 Phone: (707)463-6200 Fax: (707)463-6204 •www.cityofukiah.com 6. Complete Agreement; Enforcement: This letter contains our complete agreement, and may not be modified except in writing, signed by both you and City. In any action to enforce this letter, the prevailing party is entitled to recover attorneys' fees and costs as part of such action. 7. Assignment and Delegation: You will not assign, subcontract or transfer any interest in or duty under this letter without City's prior written consent. 8. Independent Contractor; Taxes: You will perform the Work hereunder as an independent contractor and you will be solely responsible for (and will indemnify and hold City harmless from and against) any and all state, federal, unemployment insurance, social security, income and other taxes assessed on the payments made under this letter. 9. Standard of Care: You represent to City that you have the necessary licenses and expertise to complete the Work and will perform the Work in a good and workmanlike manner, consistent with accepted professional standards and practices. 10. Termination: This agreement may be terminated by either party upon two business day's written notice. All services performed prior to notice will be paid. 11. Time is of the Essence. You understand that time is of the essence of this letter and that City is relying on the timely delivery and performance by you of the Work. 12. Primary Contact: Your primary contact at City for the Work is Maya Simerson, whose telephone number is (707) 367-0699. 13. Simultaneously with your execution of this Agreement, and prior to City's payment of any amounts to you under this Agreement, you will execute and return to City a properly filled in and signed IRS Form W-9. The auditors of the State of California retain the right to examine the records of the subcontractor relative to the services and materials provided under the grant. We look forward to working with you on this project. Thank you for your willingness to assist us with the Doolan Canyon grant writing project. Sincerely, age Sa giacomo City Manager, City of Ukiah ACCEPTED AND AGREED TO: Date: Contractor, Mendocino Land Trust: Federal Taxpayer ID No: Exhibit A Scope of Work The Mendocino Land Trust (MLT) is the proposed grantee for a California Department of Fish and Wildlife grant to acquire the property known between MLT and the City of Ukiah (the "City") as Doolan Canyon. Mendocino Land Trust agrees to act as subcontractor to the City on the above project and agrees to provide project management and grant writing services to the City. Specific Tasks to be completed by Mendocino Land Trust include: For the proposed grant the following tasks are to be completed by Mendocino Land Trust, with assistance, as appropriate and available, from the City. Task 1. Liaison with the City as necessary. Task 2. Prepare maps, narrative text, and supplementary documents as required to submit an online acquisition grant application. Supplementary documents will include a completed Purchase Option Agreement with landowner, Dave Hull. Task 3. Prepare a Draft of proposed grant application by December 7, 2018. Designated City representative will review and provide comments by December 11, 2018. Task 4. Prepare a final draft of proposed grant by December 13th. Designated City representative will review and provide comments on Final Draft by December 14, 2018 Task 5. Submit Final Grant Application for acquisition of Doolan Canyon by December 17th, 2018, or no later than the grant application deadline of December 18th, 2018. Task 6. Provide copy of Final Application Proposal to the City by December 18, 2018. For the grant application, the cost shall not exceed $5,000.00. For the above listed site, the costs shall not be exceeded unless specifically agreed to in writing with Maya Simerson, or a designated representative of the City. A reasonable cost exceedance will not be unreasonably withheld. The total funds available to Mendocino Land Trust for the completion of the grant application listed above from the City shall not exceed $5,000.00. Exhibit B Rate Schedule The following hourly rates will apply to this contract: Doug Kern $80.00 Nicolet Houtz $60.00 Garrett Linck $50.00 Ann Cole $100.00 Copying $150.00 (not to exceed)