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HomeMy WebLinkAboutWalsh, Jonah 2019-02-26COU No. t i'L 171 AGREEMENT FOR PROFESSIONAL CONSULTING SERVICES This Agreement, made and entered into this )C day of 1-cirNevawy, 2019 ("Effective Date"), by and between CITY OF UKIAH, CALIFORNIA, hereinafter referred to as "City" and Jonah Walsh, hereinafter referred to as "Attorney". RECITALS This Agreement is predicated on the following facts: a. City requires legal services to prepare a contract between the City and Northern Circle Indian Housing Authority ("NCIHA"), a housing authority established by and serving multiple federally recognized Indian tribes, including the Redwood Valley Rancheria ("Tribe"), where NCIHA is constructing single family houses for low income members of the Tribe. Under the contract the City's Building Officials will provide building inspection services to determine that the houses are constructed in compliance with the current edition of the California Building Codes, b. Attorney represents that he 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. TERMS OF AGREEMENT 1.0 DESCRIPTION OF PROJECT 1.1 Drafting a contract for construction inspection services as described in Recital a. 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 Attorney. The written Agreement shall be in the form of an Amendment to this Agreement. 3.0 CONDUCT OF WORK 3.1 Time of Completion. Attorney shall commence performance of services on or as soon after February 25, 2019, as can be reasonably accommodated given Attorney's existing workload. 4.0 COMPENSATION FOR SERVICES 4.1 Basis for Compensation. For the performance of the professional services of this Agreement, Attorney shall be compensated on a time and expense basis, not to exceed $2,500. Attorney services will be charged at $275/hour based on actual time spent with no increments or minimum time charges. The hourly compensation includes any direct or indirect expenses incurred by Attorney in performing services. PAGE 1 OF 4 l COU No. 4.2 Terms of Payment. Payment to Attorney for services rendered in accordance with this contract shall be based upon an invoice for the work satisfactorily performed, 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, and the fees charged for that task. 5.0 ASSURANCES OF ATTORNEY 5.1 Independent Contractor. Attorney is an independent contractor and is solely responsible for its acts or omissions. Attorney (including its agents, servants, and employees) is not the City's agent, employee, or representative for any purpose. It is the express intention of the parties hereto that Attorney 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 Attorney 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 Attorney and City. Attorney 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. Attorney 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 Attorney, including the legal costs associated with defending against any audit, claim, demand or law suit. Attorney 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. Attorney understands that its professional responsibility is solely to City. Attorney has no interest and will not acquire any direct or indirect interest that would conflict with its performance of the Agreement. Attorney shall not in the performance of this Agreement employ a person having such an interest. If the City Manager determines that the Attorney has a disclosure obligation under the City's local conflict of interest code, the Attorney shall file the required disclosure form with the City Clerk within 10 days of being notified of the City Manager's determination. 6.0 CONTRACT PROVISIONS 6.1 Ownership of Work. All documents furnished to Attorney by City and all documents or reports and supportive data prepared by Attorney 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 Attorney's services at no additional PAGE 2 OF 4 COU No. cost to City. Deliverables are identified in the Scope -of -Work, Attachment "A". All documents produced by Attorney shall be furnished to City in digital format and hardcopy. Attorney shall produce the digital format, using software and media approved by City, 6.2 Governing Law. Attorney 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. Attorney's services are considered unique and personal. Attorney shall not assign, transfer, or sub -contract its interest or obligation under all or any portion of this Agreement without City'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. City may discharge Attorney and Attorney may withdraw and cease his representation of City at any time. 6.9 Conclusion of Services. When Attorneys' services conclude, all unpaid undisputed charges shall become immediately due and payable. After Attorney's services conclude, Attorney will, upon City's request, deliver to City any City funds or property in Attorney's possession, including any files or documents produced or possessed by Attorney as a result of Attorney's representation of City. 6.10 Disclaimer of Guarantee. Nothing in this Contract and nothing in Attorney's statements to City will be construed as a promise or guarantee about the outcome of City's matter. Attorney makes no such promises or guarantees. Attorney's comments about the outcome of City'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 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 PAGE 3 or 4 COU No. 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 City Manager Ssangiacomo(c�cityofukiah.com 300 SEMINARY AVENUE UKIAH, CALIFORNIA 95482-5400 9.0 SIGNATURES Jonah Walsh 280 N Oak St. Ukiah CA 95482 jonahwalshlaw@gmail.com 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: ATTORNEY BY: PRINT NAME Jonah S. Walsh S6-'15618605 IRS IDN Number CITY OF UKIAH BY: CITY M ATTEST giacomo NAGER /2019 Date Date Laltn - -1 7 CIT CLERK Date PAGE 4 OF 4