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CONTRACT 5740 Vender Agreement CLOSEDAgreement No. 5740 INDEPENDENT CONSULTANT AGREEMENT This Independent Consultant Agreement ("Agreement") is made and entered into as of this 27th day of June 2019 ("Effective Date") by and between the CITY OF EL SEGUNDO (CLIENT), a Municipal Corporation and MAINSTREAM UNLIMITED, A Sole Proprietor, ("CONSULTANT") to provide the Consulting Services hereby agreed. NOW, THEREFORE, it is mutually agreed by and between the undersigned parties as follows: 1. TERM The term of this Agreement shall commence on the Effective Date, and automatically renews for a twelve-month period on each anniversary date unless terminated by either party with thirty (30) days' notice. 2. SERVICES CONSULTANT shall perform the tasks described and set forth in Exhibit A, attached hereto and incorporated herein as though set forth in full. CONSULTANT shall complete the tasks according to the schedule of performance which is also set forth in Exhibit A. To the extent that Exhibit A is a proposal from CONSULTANT, such proposal is incorporated only for the description of the scope of services and no other terms and conditions from any such proposal shall apply to this Agreement unless specifically agreed to in writing. 3. PERFORMANCE CONSULTANT shall always faithfully, competently and to the best of his/her ability, experience, and talent, perform all tasks described herein. CONSULTANT shall employ, at a minimum, generally accepted standards and practices utilized by persons engaged in providing similar services as are required of CONSULTANT hereunder in meeting its obligations under this Agreement. 4. [RESERVED] 5. PAYMENT (a) CLIENT agrees to pay CONSULTANT, in accordance with the payment rates, terms and the schedule of payment as set forth in Exhibit B, attached hereto and incorporated herein by this Agreement No. 5740 reference as though set forth in full, based upon actual time spent on the above tasks. However, the maximum payment for the duration of the annual contract shall not exceed $49,000 (forty-nine thousand dollars) per CLIENT's fiscal year. (b) CONSULTANT shall not be compensated for any services rendered in connection with its performance of this Agreement which are in addition to the items set forth herein, unless such additional services are authorized in advance and in writing by the CLIENT representative. CONSULTANT shall be compensated for any additional services in the amounts and in the manner as agreed to by CLIENT and CONSULTANT at the time CLIENT's written authorization is given to CONSULTANT for the performance of said services. (c) CONSULTANT will submit invoices for actual services performed. Invoices shall be submitted for services provided. Payment shall be made within thirty (30) days of receipt of each invoice as to all non -disputed fees. If the CLIENT disputes any of CONSULTANT's fees it shall give written notice to CONSULTANT within thirty (30) days of receipt of an invoice of any disputed fees set forth on the invoice. Any final payment under this Agreement shall be made within thirty (30) days of receipt of an invoice therefore. All invoices shall be sent to the CLIENT via email to ''r� �Nltala��l.rcri'a�°I�a�c9c�.00°a. 6. SUSPENSION OR TERMINATION OF AGREEMENT WITHOUT CAUSE (a) CLIENT may at any time, for any reason, with or without cause, suspend or terminate this Agreement, or any portion hereof, by serving upon the CONSULTANT at least ten (10) days prior written notice. Upon receipt of said notice, the CONSULTANT shall immediately cease all work under this Agreement, unless the notice provides otherwise. If the CLIENT suspends or terminates a portion of this Agreement such suspension or termination shall not make void or invalidate the remainder of this Agreement. (b) In the event this Agreement is terminated pursuant to this Section, the CLIENT shall pay to CONSULTANT the actual value of the work performed up to the time of termination, provided that the work performed is of value to the CITY. Upon termination of the Agreement pursuant to this Section, the CONSULTANT will submit an invoice to the CLIENT pursuant to Section 5. 7. OWNERSHIP OF DOCUMENTS (a) CONSULTANT shall maintain complete and accurate records with respect to sales, costs, expenses, receipts, and other such information required by CLIENT that relate to the performance of services under this Agreement. CONSULTANT shall maintain adequate records of services provided in enough detail to permit an evaluation of services. All such records shall be maintained in accordance with generally accepted accounting principles and shall be clearly identified and readily accessible. CONSULTANT shall provide free access to the representatives of CLIENT or its designees at reasonable times to such books and records; shall give CLIENT the right to examine and audit said books and records; shall permit CLIENT to make transcripts or copies therefrom as necessary; and shall allow inspection of all work, data, documents, proceedings, and 2 Agreement No. 5740 activities related to this Agreement. Such records, together with supporting documents, shall be maintained for a period of three (3) years after receipt of final payment. (b) Upon completion of, or in the event of termination or suspension of this Agreement, all original documents, designs, drawings, maps, models, computer files, surveys, notes, and other documents prepared during providing the services to be performed pursuant to this Agreement shall become the sole property of the CLIENT and may be used, reused, or otherwise disposed of by the CLIENT without the permission of the CONSULTANT. With respect to computer files, CONSULTANT shall make available to the CLIENT, at the CONSULTANT's office and upon reasonable written request by the CLIENT, the necessary computer software and hardware for purposes of accessing, compiling, transferring, copying and/or printing computer files. CONSULTANT hereby grants to CLIENT all right, title, and interest, including any copyright, in and to the documents, designs, drawings, maps, models, computer files, surveys, notes, and other documents prepared by CONSULTANT during providing the services under this Agreement. 8. INDEPENDENT CONSULTANT (a) CONSULTANT is and shall always remain as to CLIENT a wholly independent consultant and/or independent CONSULTANT. The personnel performing the services under this Agreement on behalf of CONSULTANT shall always be under CONSULTANT's exclusive direction and control. Neither CLIENT nor any of its officers, employees, or agents shall have control over the conduct of CONSULTANT or any of CONSULTANT's officers, employees, or agents, except as set forth in this Agreement. CONSULTANT shall not at any time or in any manner represent that it or any of its officers, employees, or agents are in any manner officers, employees, or agents of CLIENT. CONSULTANT shall not incur or have the power to incur any debt, obligation, or liability whatever against CLIENT, or bind CLIENT in any manner. (b) Notwithstanding any other CLIENT, state, or federal policy, rule, regulation, law, or ordinance to the contrary, CONULTANT providing services under this Agreement shall not qualify for or become entitled to any compensation, benefit, or any incident of employment by CLIENT, including but not limited to eligibility to enroll in the California Public Employees Retirement System (PERS) as an employee of CLIENT and entitlement to any contribution to be paid by CLIENT for employer contributions and/or employee contributions for PERS benefits. It is understood by the parties that CONSULTANT is independent and does not constitute a common law (employer-employee) relationship and said agreement is exempt for the post-retirement employment requirements. (c) Method of Provision of Services. CONSULTANT shall be solely responsible for determining the method, details and means of performing the Services. CONSULTANT may, at CONSULTANT's own expense, employ or engage the service of such employees or subconsultants as CONSULTANT deems necessary to perform the Services required by this Agreement (the "Assistants"). CONSULTANT shall, in performing service under this Agreement, comply with all applicable laws pertaining to both the subject matter of the Services provided and the operations of CONSULTANT as a business providing that service. This obligation expressly applies but is not limited to CONSULTANT's relations with and compensation of any Assistants 3 Agreement No. 5740 engaged by CONSULTANT. Such Assistants are not the employees of CLIENT and CONSULTANT shall be wholly responsible for the professional performance of the Services by his Assistants such that the results are satisfactory to CLIENT. Further, CONSULTANT agrees to furnish (or reimburse CLIENT for) all tools and materials necessary to accomplish the Services and shall incur all expenses associated with performance of the Services, except as provided herein. (d) No Benefits. CONSULTANT acknowledges and agrees that CONSULTANT (or CONSULTANT's employees, if CONSULTANT is an entity) will not be eligible for any CLIENT employee benefits and, to the extent CONSULTANT (or CONSULTANT's employees, if CONSULTANT is an entity) otherwise would be eligible for any CLIENT employee benefits but for the express terms of this Agreement, CONSULTANT (on behalf of itself and its employees) hereby expressly declines to participate in such CLIENT employee benefits. (e) Withholding and Taxes. CONSULTANT shall have full responsibility for applicable withholding taxes for all compensation paid to CONSULTANT, its partners, agents or its employees under this Agreement, and for compliance with all applicable labor and employment requirements with respect to CONSULTANT's self-employment, sole proprietorship or other form of business organization, and CONSULTANT's partners, agents and employees, including state workers' compensation insurance coverage requirements and any US immigration visa requirements. CONSULTANT further agrees to indemnify CLIENT and hold it harmless to the extent of any obligation imposed on CLIENT to pay in withholding taxes or similar items. CONSULTANT acknowledges that CLIENT has a legitimate interest in confirming CONSULTANT's compliance with CONSULTANT's legal obligations in performing services under this Agreement. CONSULTANT shall therefore prepare a compliance binder noting applicable laws and CONSULTANT's method of compliance. CONSULTANT shall also provide documentation confirming the fact of CONSULTANT's satisfaction of CONSULTANT's withholding, tax and other reporting obligations (this requirement shall not be construed to mean CONSULTANT must or should report amounts withheld or paid but rather simply that CONSULTANT report that it has reported and paid in conformity with its understanding of its obligations based on professional advice). 9. INDEMNIFICATION A. FOR PROFESSIONAL LIABILITY. To the fullest extent permitted by law, CONSULTANT shall indemnify, protect, defend and hold harmless CLIENT and any and all of its officials, employees and agents ("Indemnified Parties") from and against any and all claims, lawsuits, losses, liabilities, damages, costs and expenses, including attorney's fees and costs which arise out of, pertain to, or relate to the negligent acts, errors or omissions, recklessness, or willful misconduct of the CONSULTANT, its officers, agents, employees or sub consultants. B. FOR ALL OTHER LIABILITIES. Notwithstanding the forgoing and without diminishing any rights of CLIENT under Section 9.A, for any liability, claim, demand, allegation against CLIENT arising out of, related to, or pertaining to any act or omission of CONSULTANT, but which is not Professional Liability, CONSULTANT shall defend, indemnify, and hold harmless CLIENT, its officials, employees, and agents ("Indemnified Parties") from and against any and all damages, 4 Agreement No. 5740 costs, expenses (including reasonable attorney's fees and expert witness fees), judgments, settlements, and/or arbitration awards, whether for personal injury, property damage, economic injury, and arising out of, related to, on account of, or pertaining to the acts or omissions of the CONSULTANT, regardless of any concurrent or contributory negligence on the part of CLIENT, save and except for the sole or active negligence or willful misconduct of CLIENT. 10. INSURANCE A. Prior to the commencement of work, and as a precondition to this contract, CONSULTANT shall purchase and maintain the following types of insurance for the stated minimum limits indicated during the term of this Agreement. CONSULTANT shall provide a certificate of insurance and endorsements naming CLIENT as an additional insured on each policy. The insurance carrier shall be required to give CLIENT notice of termination at least 10 days prior to the intended termination of any specified policy. Each certificate of insurance shall specify if CONSULTANT has an SIR, and if so, CONSULTANT shall be required to provide the entire policy of insurance with which it has an SIR and/or deductible. 1. Commercial General Liability: $2,000,000 per occurrence and $4,000,000 annual aggregate covering bodily injury, personal injury and property damage. The CLIENT and its officers, employees and agents shall be endorsed to above policies as additional insured, using ISO form CG2026 or an alternate form that is at least as broad as form CG2026, as to any liability arising from the performance of this Agreement. 2. Automobile Liability: $1,000,000 per accident for bodily injury and property damage, or alternatively split limits of $500,000 per person and $1,000,000 per accident for bodily injury with $250,000 per accident for property damage. 3. Workers Compensation: Statutory coverage, if and as required according to the California Labor Code, including Employers' Liability limits of $1,000,000 per accident. The policy shall be endorsed to waive the insurer's subrogation rights against the CLIENT. 5. Professional Liability (Errors and Omissions) Insurance covering the provided professional services of the Consultant, with minimum limits of $1,000,000 per occurrence or claim, $2,000,000 aggregate covering CONSULTANT'S wrongful acts, errors and omissions. Any aggregate limit for errors and omissions must be separate and in addition to any CGL aggregate limit. 11. LEGAL RESPONSIBILITIES CONSULTANT shall keep itself informed of State and Federal laws and regulations which in any manner affect those employed by it or in any way affect the performance of its service pursuant to this Agreement. CONSULTANT shall always observe and comply with all such laws and regulations. CLIENT, and its officers and employees, shall not be liable at law or in equity occasioned by failure of CONSULTANT to comply with this Section. 12. UNDUE INFLUENCE 5 Agreement No. 5740 CONSULTANT declares and warrants that no undue influence or pressure was used against or in concert with any officer or employee of CLIENT in connection with the award, terms or implementation of this Agreement, including any method of coercion, confidential financial arrangement, or financial inducement. No officer or employee of CLIENT has or will receive compensation, directly or indirectly, from CONSULTANT, or from any officer, employee or agent of CONSULTANT, in connection with the award of this Agreement or any work to be conducted because of this Agreement. Violation of this Section shall be a material breach of this Agreement entitling CLIENT to all remedies at law or in equity. 13. RELEASE OF INFORMATION/CONFLICTS OF INTEREST (a) All information gained by CONSULTANT in performance of this Agreement shall be considered confidential and shall not be released by CONSULTANT without CITY's prior written authorization, or as otherwise required by law. CONSULTANT, its officers, employees, agents, or sub consultants, shall not without written authorization from CLIENT unless requested by CONSULTANT, voluntarily provide declarations, letters of support, testimony at depositions, response to interrogatories, or other information concerning the work performed under this Agreement or relating to any project or property located within CITY. Response to a subpoena or court order shall not be considered "voluntary" provided CONSULTANT gives CLIENT notice of such court order or subpoena. (b) CONSULTANT shall promptly notify CLIENT should CONSULTANT, its officers, employees, agents, or sub consultants be served with any summons, complaint, subpoena, notice of deposition, request for documents, interrogatories, request for admissions, or other discovery request ("Discovery"), court order, or subpoena from any person or party regarding this Agreement and the work performed thereunder or with respect to any project or property located within CLIENT, unless CLIENT is a party to any lawsuit, arbitration, or administrative proceeding connected to such Discovery, or unless CONSULTANT is prohibited by law from informing CLIENT of such Discovery . CLIENT retains the right, but has no obligation, to represent CONSULTANT and/or be present at any deposition, hearing, or similar proceeding as allowed by law. Unless CLIENT is a party to the lawsuit, arbitration, or administrative proceeding and is averse to CONSULTANT in such proceeding, CONSULTANT agrees to cooperate fully with CLIENT and to provide the opportunity to review any response to discovery requests provided by CONSULTANT. However, CONSULTANT's right to review any such response does not imply or mean the right by CLIENT to control, direct, or rewrite said response. (c) CONSULTANT will agree to any HIPAA requirements regarding any exposure to CLIENT'S patients or clients and follow the CLIENTs policies and procedures regarding patient or client confidentiality. 14. SUPPLIES/EQUIPMENT. CONSULTANT shall be responsible for providing all supplies, equipment, personnel, materials, and any additional publicity desired for the class, at CONSULTANT's sole expense. CONSULTANT shall also be responsible for repairing and maintaining all equipment and supplies in good working condition. A Agreement No. 5740 15. ANTI -DISCRIMINATION LAWS. CONSULTANT agrees and certifies that , except as permitted by law, no person shall , on the grounds of race, religious creed, color, national origin, ancestry, age, physical disability, mental disability, medical condition, including the medical condition of Acquired Immune Deficiency Syndrome (AIDS) or any condition related thereto, marital status, sex, sexual orientation or any other impermissible basis under the law, be excluded from participation in, or be denied the benefits of the services provided pursuant to this Agreement, and CONSULTANT agrees not to discriminate on said grounds in the hiring and retention of employees and Representatives, unless authorized under Section 12940 of the California Government Code. CONSULTANT shall, where applicable, conform to the requirements of the Americans with Disabilities Act in the performance of this Agreement. 16. NOTICES Any notices which either party may desire to give to the other parry under this Agreement must be in writing and may be given either by (i) personal service, (ii) emailed to the below email address, (iii) delivery by a reputable document delivery service, such as but not limited to, Federal Express, which provides a receipt showing date and time of delivery, or (iv) mailing in the United States Mail, certified mail, postage prepaid, return receipt requested, addressed to the address of the party as set forth below or at any other address as that party may later designate by notice: To MAINSTREAM UNLIMITED: Robert May, Principal 37159 Galena Cir Burney, CA 96103 Email: bienA7 awoutlook.corn To CITY OF EL SEGUNDO: Joseph Lillio Finance Director 350 Main Street El Segundo, CA 90245 lilI;iz)6 else; ndo,ora 17. ASSIGNMENT The CONSULTANT shall not assign the performance of this Agreement, nor any part thereof, nor any monies due hereunder, without prior written consent of CLIENT. Because of the personal nature of the services to be rendered pursuant to this Agreement, only CONSULTANT shall perform the services described in this Agreement. CONSULTANT may use assistants, under his/her direct supervision, to perform some of the services under this Agreement. 18. LICENSES Agreement No. 5740 At all times during the term of this Agreement, CONSULTANT shall have in full force and effect, all licenses required of it by law for the performance of the services described in this Agreement. 19. GOVERNING LAW CLIENT and CONSULTANT understand and agree that the laws of the State of California shall govern the rights, obligations, duties, and liabilities of the parties to this Agreement and govern the interpretation of this Agreement. Any litigation concerning this Agreement shall take place in the superior, or federal district court with jurisdiction over CLIENT. 20. ENTIRE AGREEMENT This Agreement contains the entire understanding between the parties relating to the obligations of the parties described in this Agreement. All prior or contemporaneous agreements, understandings, representations, and statements, oral or written and pertaining to the subject of this Agreement or with respect to the terms and conditions of this Agreement, are merged into this Agreement and shall be of no further force or effect. Each party is entering into this Agreement based solely upon the representations set forth herein and upon each party's own independent investigation of all facts such party deems material. 21. COUNTERPARTS This Agreement may be executed in one or more counterparts, each of which shall be an original, but all of which together shall constitute one and the same instrument. 22. SEVERABILITY If any provision of this Agreement is held to be unenforceable for any reason, such provision shall be adjusted rather than voided, if possible, to achieve the intent of the parties to the maximum extent possible. In any event, all other provisions of this Agreement shall be deemed valid and enforceable to the full extent possible. 23. WAIVER The waiver of any term or condition contained in this Agreement by any party to this Agreement shall not be construed as a waiver of a subsequent breach or failure of the same term or condition or a waiver of any other term or condition contained in this Agreement. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed the day and year first above written. [SIGNATURES ON NEXT PAGE] E? CITY OF EL SEGUNDO: By: Greg Carpenter, City Manager ATTEST: Tracy Weaver, City Clerk APPROVED AS TO FORM: J'P Mark D. Hensley, lottorney MAINSTREAM UNLIMED: Robert May By: Date: r If Attachments: Exhibit A Tasks to Be Performed Exhibit B Payment Schedule 9 EXHIBIT A These services shall be provided: Agreement No. 5740 Provide Risk Management and Loss Control consulting services in accordance with the service hours assigned by the City of El Segundo. Including but not limited to, assisting the city in identifying its exposures and shall recommend professional methods to reduce, assume or transfer the risk of loss. Shall assist the Safety Committee in its loss containment objectives within the city. In addition, other work may be assigned as mutually agreed. The Consultant shall attend the City's Accident Review meetings and assist the City in determining the cause of accidents. The Consultant shall suggest any remedial actions necessary to avoid future accidents. 10 Agreement No. 5740 WTUTI-WO. Compensation and Reimbursement. City agrees that Consultant shall be entitled to compensation at the hourly rate of: $150.00 per hour The city will compensate the Consultant no more than twice a month (no later than the 15th or end of the month provided a documented invoice is received by the 6th or 22nd) for the services rendered in the previous month. Consultant's documented invoice submitted on a monthly basis to city (Attn: insert name) must contain information in the following categories completed about each item: Total hours provided for each day and each service activity Total of all work that month at the end of the invoice Consultant will be reimbursed for travel expenses at cost, not including costs of driving to and from City's meeting locations as part of Consultant's services under this Agreement. 11