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HomeMy WebLinkAboutNorthern Circle Indian Housing Authority 2019-03-07COU No. j g! 7- l e7 3 PROFESSIONAL SERVICES AGREEEMENT This Agreement, made and entered into this 1 day of 0)..,,,‘,‘ , 2019 ("Effective Date"), by and between CITY OF UKIAH, CALIFORNIA, hereinafter referred to as "City" and NORTHERN CIRCLE INDIAN HOUSING AUTHORITY, hereinafter referred to as "NCIHA". RECITALS This Agreement is predicated on the following facts: a. NCIHA, a housing authority established by and serving multiple federally recognized Indian tribes, requires the professional services of City to conduct building inspection services where NCIHA is constructing buildings or structures on Tribal property. NCIHA requires the professional services of the City to conduct building inspections for the construction of buildings or structures to determine whether the construction on Tribal property complies with California Building Codes. b. The City does not have Jurisdiction on Tribal property, where NCIHA is constructing buildings or structures. Therefore, it is recognized by both City and NCIHA that the City Building Inspector will not have authority to enforce the California Building Codes on Tribal property. As a result, following any building inspection performed by the City under this agreement, the City inspector shall notify NCIHA whether any work fails to comply and what corrections are required for the work to be brought into compliance. It shall then be the responsibility of NCIHA to enforce the building requirements under the construction contract NCIHA has with the contractor, which will require that all work performed complies with the California Building Codes. c. City represents that the City has the qualifications, skills, experience and is properly certified to provide these services, and is willing to provide them according to the terms of this Agreement. TERMS OF AGREEMENT 1.0 DESCRIPTION OF PROJECT 1.1 Performance of Building Inspections for construction as described in Recitals a and b. 2.0 SCOPE OF SERVICES 2.1 As set forth in Section 1.1. 2.2. Additional Services. Additional services, if any, shall only proceed upon written agreement between City and NCIHA. The written Agreement shall be in the form of an Amendment to this Agreement. 3.0 CONDUCT OF WORK PAGE 1 OF 4 COU No. 3.1 Term of Agreement. The term of this Agreement ("Term") will begin on the date this Agreement is signed by both parties and will remain in full force and effect unless otherwise terminated as provided in this Agreement. If either Party wishes to terminate this Agreement with or without cause, that Party shall provide at least thirty (30) days written notice to the other Party. 4.0 COMPENSATION FOR SERVICES 4.1 Basis for Compensation. For the performance of the professional services of this Agreement, City shall be compensated on a time and expense basis. City professional services will be charged at $100/hour based on actual time spent with no increments or minimum time charges. NCIHA shall also reimburse City for mileage costs associated with City's travel to and from any building site being inspected by City under this Agreement. NCIHA shall reimburse City for mileage costs at the Internal Revenue Service's standard mileage rate at the time of City's travel. 4.2 Terms of Payment. Payment to City for services rendered in accordance with this agreement shall be based upon an invoice for the work satisfactorily performed, which amounts shall be due and payable thirty (30) days after receipt by NCIHA. 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 mileage charged for that task. 5.0 ASSURANCES OF NCIHA AND CITY 5.1 Capacity. In providing the Services under this agreement it is expressly agreed that the City is acting as a Professional Services Provider and not as a NCIHA employee and that this agreement is exclusively for contracted professional services. It is the express intention of the parties hereto that City is providing professional services for NCIHA and the City is not an employee, joint venturer, or partner of NCIHA for any purpose whatsoever. NCIHA shall have no right to, and shall not control the manner or prescribe the method of accomplishing those services contracted to and performed by City 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 NCIHA and City. 5.2 Indemnification. NCIHA agrees to indemnify, hold harmless and defend City, City's affiliates, agents, sub -contractors, employees, and permitted successors and assigns indemnified against any and all claims, losses, damages, liabilities, penalties, punitive damages, expenses, reasonable legal fees and costs of any kind or amount whatsoever, which result from or arise out of any act or omission of the indemnifying party, and their affiliates, agents, sub -contractors, employees, and permitted successors and assigns that occurs in connection with this Agreement. Indemnities provided by NCIHA shall cover all reasonable costs and expenses payable or incurred by City in conjunction with any claims. The indemnification provided by this clause shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under any statute, Agreement, or otherwise and shall survive the termination of this Agreement. PAGE 2 OF 4 COU No. NCIHA will hold harmless City, its agents, officers, elected officials and employees from and against any liability claims, actions, costs, damages or losses, arising from or in connection with, the performance by the City or its agents, officers and employees under this Agreement. 6.0 CONTRACT PROVISIONS 6.1 Ownership of Work. All documents or reports and supportive data prepared by City under this Agreement are owned and become the property of the NCIHA upon their creation and shall be given to NCIHA immediately upon demand and at the completion of City's services at no additional cost to NCIHA. 6.2 Governing Law. CITY and NCIHA 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. 6.3 Entire Agreement. This Agreement plus its Attachment(s) and executed Amendments set forth the entire understanding between the parties. 6.4 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. 6.5 Modification. No modification of this Agreement is valid unless made with the agreement of both parties in writing. 6.6 Assignment. City's services are considered unique and personal. City shall not assign, transfer, or sub -contract its interest or obligation under all or any portion of this Agreement without NCIHA's prior written consent. 6.7 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. 6.8 Termination. If either Party wishes to terminate this Agreement with or without cause, that Party shall provide at least thirty (30) days written notice to the other Party. 6.9 Conclusion of Services. When City's services conclude, all unpaid undisputed charges shall become immediately due and payable. After City's services conclude, City will, upon NCIHA's request, deliver to NCIHA any NCIHA funds or property in City's possession, including any NCIHA files or documents possessed by City as a result of City's professional services for NCIHA. 6.10 Disclaimer of Guarantee. Nothing in this Agreement and nothing in City's statements to NCIHA will be construed as a promise or guarantee about the outcome of NCIHA's matter. City makes no such promises or guarantees. City's comments about the outcome of NCIHA's matter are expressions of opinion only. 6.11 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 PAGE 3 OF 4 COU No. 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. 7.0 NOTICES Any notice given under this Agreement shall be in writing and deemed given when personally delivered or deposited in the mail or when received by email, if the email receipt is acknowledged, addressed to the parties as follows: CITY OF UKIAH Sage Sangiacomo, City Manager Ssan_gjacomo@city_ofukiah.corn 300 SEMINARY AVENUE UKIAH, CALIFORNIA 95482-5400 9.0 SIGNATURES NCIHA Darlene Tooley, Executive Director DTooley@nciha.org 694 PINOLEVILLE DRIVE UKIAH, CALIFORNIA 95482 9.1 Emailed copies of this agreement can be signed by the parties on one signature page or on separate copies of the signature page. When one or more signature pages are signed by both parties, the agreement shall be deemed fully executed, and email copies of the signed agreement shall be deemed an original contract for all purposes. IN WITNESS WHEREOF, the parties have executed this Agreement the Effective Date: NORTHERN CIRCLE INDIAN HOUSING AUTHORITY BY: arlene Tooley Date EXECUTIVE DIRECTOR CITY OF UKIAH BY: Sage Sa iacomo Date CITY MANAGER ATTEST 4 /(t CITY CLERK Date PAGE 4 OF 4