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HomeMy WebLinkAboutAGMT - Johnson Sherry (Technical Expertise & ERP System Implementation)` 41 AGREEMENT FOR PROFESSIONAL SERVICES THIS AGREEMENT is made and entered into on this 14th day of November, 2023 ("Effective Date"), by and between the City of Seal Beach, a municipal corporation ("City") and Sherry Johnson, ("Contractor") (collectively, the "Parties"). RECITALS A. City desires to utilize the services of Contractor as an independent contractor to provide ERP System Implementation support services and other services as deemed necessary for department updates. B. Contractor represents that it is fully qualified to perform such services by virtue of its experience and the training, education and expertise of its principals and employees. C. City desires to retain Contractor and Contractor desires to serve City to perform these services in accordance with the terms and conditions of this Agreement. NOW, THEREFORE, in consideration of the Parties' performance of the promises, covenants, and conditions stated herein, the Parties hereto agree as follows: Section 1. Contractor's Services. Contractor shall provide technical expertise and guidance on ERP system implementation and updates as well as review and support services in the Finance Department. City may request, in writing, changes in the Services to be performed. Any changes mutually agreed upon by the Parties, and any increase or decrease in compensation, shall be incorporated by written amendments to this Agreement. Contractor shall commence the Services on the Effective Date and shall perform all Services by the deadline established by the City Representative or, if no deadline is established, with reasonable diligence. Section 2. Term of Agreement. The term of this Agreement shall begin as of the Effective Date through project completion, unless sooner terminated as provided in Section 9 of this Agreement or extended. Section 3. Compensation. City agrees to pay Contractor a one time retainer fee of $500 and a fee of $75.00 per hour. In no event shall the Contractor be paid more than $25,000 during the term of this Agreement. Contractor shall not be entitled to reimbursement for any expenses. Any expenses incurred by Contractor that are not expressly authorized by this Agreement will not be reimbursed by City. Section 4. Method of Payment. Contractor shall submit to City a detailed invoice on a monthly basis for the services performed pursuant to this Agreement. Each invoice shall describe in detail the services rendered during the period, the days worked, number of hours worked, the hourly rates charged, and the services performed for each day in the period, as applicable. Within 45 days of receipt of each invoice, City shall pay all undisputed amounts included on the invoice. se 12100-0001 \2248028v l . do c T Section 5. Independent Contractor. The Parties agree, understand, and acknowledge that Contractor is not an employee of the City, but is solely an independent contractor. Contractor expressly acknowledges and agrees that City has no obligation to pay or withhold state or federal taxes or to provide workers' compensation or unemployment insurance or other employee benefits and that any person employed by Contractor shall not be in any way an employee of the City. As such, Contractor shall have the sole legal responsibility to remit all federal and state income and social security taxes and to provide for his/her own workers' compensation and unemployment insurance and that of his/her employees or subcontractors. Neither City nor any of its agents shall have control over the conduct of Contractor or any of Contractor's employees. Contractor shall not, at any time, or in any manner, represent that it or any of its agents or employees are in any manner agents or employees of City. Contractor shall indemnify and hold harmless City and its elected officials, officers and employees, servants, designated volunteers, and agents serving as independent contractors in the role of City officials, from any and all liability, damages, claims, costs and expenses of any nature to the extent arising from Contractor's personnel practices. City shall have the right to offset against the amount of any fees due to Contractor under this Agreement any amount due to City from Contractor as a result of Contractor's failure to promptly pay to City any reimbursement or indemnification arising under this Section. Section 6. Permits and Licenses. Contractor shall obtain and maintain during the term of this Agreement all necessary licenses, permits, and certificates required by law for the provision of the Services. Section 7. Insurance. (a) Contractor shall at all times during the term of this Agreement carry, maintain, and keep in full force and effect, insurance as follows: 1. Commercial General Liability Insurance with a minimum limit of $1,000,000.00 per occurrence for bodily injury, personal injury and property damage and a general aggregate limit of $2,000,000.00 per project or location. If Contractor is a limited liability company, the commercial general liability coverage shall be amended so that Contractor and its managers, affiliates, employees, agents and other persons necessary or incidental to its operation are insureds. 2. Automobile Liability Insurance for any owned, non -owned or hired vehicle used in connection with the performance of this Agreement with a combined single limit of $1,000,000.00 per accident for bodily injury and property damage. 3. Workers' Compensation Insurance as required by the State of California and Employer's Liability Insurance with a minimum limit of $1,000,000.00 per accident for bodily injury or disease. If Contractor has no employees while performing Services under this Agreement, Contractor shall execute a declaration that it has no employees. -2- 12100-0001 \2248028v l . do c 4. Professional Liability Insurance with minimum limits of $2,000,000.00 per claim and in aggregate. (b) Other Insurance Provisions. The general liability and automobile liability policies are to contain, or be endorsed to contain, the following provisions: 1. City, its officers, officials, employees, designated volunteers and agents serving as independent contractors in the role of City officials, are to be covered as additional insureds as respects: liability arising out of activities performed by or on behalf of Contractor; products and completed operations of Contractor; premises owned, occupied or used by Contractor; or automobiles owned, leased, hired or borrowed by Contractor. The coverage shall contain no limitations on the scope of protection afforded to City, its officers, officials, employees, designated volunteers or agents serving as independent contractors in the role of City officials which are not also limitations applicable to the named insured. 2. For any claims related to this Agreement, Contractor's insurance coverage shall be primary insurance as respects City, its officers, officials, employees, designated volunteers and agents serving as independent contractors in the role of City officials. Any insurance or self-insurance maintained by City, its officers, officials, employees, designated volunteers or agents serving as independent contractors irl the role of City officials shall be excess of Contractor's insurance and shall not contribute with it. 3. Contractor's insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability. 4. Each insurance policy, except for the professional liability policy, required by this clause shall expressly waive the insurer's right of subrogation against City and its elected officials, officers, employees, servants, attorneys, designated volunteers, and agents serving as independent contractors in the role of City officials. (c) The City may, in writing, amend and/or waive any or all of the insurance provisions set forth herein. (d) The policy or polices required by this Agreement shall be issued by an insurer admitted in the State of California and with a rating of at least A -;VII in the latest edition of Best's Insurance Guide, unless waived in writing by City's Risk Manager. (e) Contractor agrees that if it does not keep the aforesaid insurance in full force and effect it will be considered a breach of the contract. If there is a breach, City may immediately terminate this Agreement. (f) All insurance coverages shall be confirmed by Contractor providing certificates of insurance and executed endorsements on forms approved by City. The endorsements are to be signed by a person authorized by that insurer to bind coverage -3- 12100-0001\2248028v Ldoc on its behalf. All endorsements are to be received and approved by City before services commence. (g) Any deductibles or self-insured retentions must be declared to and approved by City. (h) Contractor shall require any sub -contractors to maintain insurance coverage that meets all of the requirements of this Agreement. Section 8. Indemnification. Contractor shall defend, indemnify, and hold harmless the City, its officials, and every officer, employee and agent of City (collectively "Indemnitees") from any claim, liability or financial loss (including, without limitation, attorneys fees and costs), injuries to property or persons (including without limitation, attorneys fees and costs) arising out of any acts or omissions of Contractor, its officials, officers, employees or agents in connection with the performance of this Agreement, except for such claim, liability or financial loss or damage arising from the sole negligence or willful misconduct of the Indemnitees as determined by court decision or by the agreement of the Parties. Contractor shall defend Indemnitees, with counsel chosen by Indemnitees, at Contractor's own cost, expense, and risk, and shall pay and satisfy any judgment, award, or decree that may be rendered against Indemnitees. Contractor shall reimburse Indemnitees for any and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity herein provided. Contractor's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by Contractor or Indemnitees. All duties of Contractor under this Section shall survive termination of this Agreement. Section 9. Termination. (a) City may terminate this Agreement at any time, at will, for any reason or no reason, after giving written notice to Contractor at least five calendar days before the termination is to be effective. Contractor may terminate this Agreement at any time, at will, for any reason or no reason, after giving written notice to City at least 60 calendar days before the termination is to be effective. (b) Contractor shall cease all work under this Agreement on or before the effective date of termination specified in the notice of termination. In the event of City's termination of this Agreement due to no fault or failure of performance by Contractor, City shall pay Contractor based on the percentage of work satisfactorily performed up to the effective date of termination. In no event shall Contractor be entitled to receive more than the amount that would be paid to Contractor for the full performance of the Services required by this Agreement. Contractor shall have no other claim against City by reason of such termination, including any claim for compensation. Section 1.0. Notice. Any notice, consent, request, demand, bill, invoice, report or other communication required or permitted under this Agreement shall be in writing and conclusively deemed effective: (a) on personal delivery, (b) on confirmed delivery by courier service during Contractor's and City's regular business hours, or (c) three -4- 12100-0001\2248028v 1. doe 4 4 business days after deposit in the United States mail, by first class mail, postage prepaid, and addressed to the Party to be notified as set forth below: If to City: City of Seal Beach Attn: Barbara Arenado 211 Eighth Street Seal Beach, CA 90740 If to Contractor: Attn: Sherry Johnson 16421 Jody Circle Westminster, CA 92683 Section 11. Attorneys' Fees. If a party commences any legal, administrative, or other action against the other party arising out of or in connection with this Agreement, the prevailing party in such action shall be entitled to have and recover from the losing party all of its attorneys' fees and other costs incurred in connection therewith, in addition to such other relief as may be sought and awarded. Section 12. Entire Agreement. This Agreement represents the entire integrated agreement between City and Contractor, and supersedes all prior negotiations, representations, or agreements, either written or oral. This Agreement may be amended only by a written instrument signed by both City and Contractor. Section 13. Governing Law and Choice of Forum. This Agreement, and any dispute arising from the relationship between the Parties to this Agreement, shall be governed by and construed in accordance with the laws of the State of California, except that any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be applied in interpreting this Agreement. Any dispute that arises under or relates to this Agreement shall be resolved in a superior court with geographic jurisdiction over the City of . Section 14. Prohibition of Assignment and Delegation. Contractor shall not assign any of its rights or delegate any of its duties under this Agreement, either in whole or in part, without City's prior written consent. Section 15. City Not Obligated to Third Parties. City shall not be obligated or liable under this Agreement to any party other than Contractor. Section 16. Exhibits; Precedence. All documents referenced as exhibits in this Agreement are hereby incorporated in this Agreement. In the event of any discrepancy between the express provisions of this Agreement and the provisions of any document incorporated herein by reference, the provisions of this Agreement shall prevail. Section 17. Corporate Authority. The persons executing this Agreement on behalf of the Parties warrant that they are duly authorized to execute this Agreement on behalf of said Parties and that by their execution, the Parties are formally bound to the provision of this Agreement. 12100-000112248028v Ldoc -5- r Section 18. Severability. Invalidation of any provision contained herein or the application thereof to any person or entity by judgment or court order shall in no way affect any of the other covenants, conditions, restrictions, or provisions hereof, or the application thereof to any other person or entity, and the same shall remain in full force and effect. EXECUTED on the date first written above at Seal Beach, California. CITY OF SEAL BEACH CONTRACTOR: By - By: Jil Ingram Sherry Jo n o City Manager Contractor W M Gloria Harper City Clerk APPROVED AS TO FORM: By: Nicholas Ghirelli City Attorney 12100-0001\2248028v Ldoc M E A� IDCERTIFICATE OF LIABILITY INSURANCE DATE DD/YYY10 111/09/2/09/2® 023 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the pollcy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME: . (855) 222-5919 FAX AIc No): Next First Insurance Agency, Inc.PHONE PO Box 60787 Palo Alto, CA 94306 AE-MAILDDRESS: support@nextinsurance.com A INSURERS AFFORDING COVERAGE NAIC # INSURER A: State National Insurance Company, Inc. 12831 INSURED INSURERS: SherryJohnson SherfyJohnson INSURERC: 16421 Jody Cir Westminster, CA 92683 INSURER D INSURER E: INSURER F. COVERAGES CERTIFICATE NUMBER: 170629973 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSRLTR LTR OF INSURANCE ADDLISUTYPE INS13 W D POLICY NUMBER POLICY EFF MMIDDY�P LIMITS X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $1,000,000.00 CLAIMS -MADE X OCCUR DAMAGE TO RENTED PREMISES Ea occurrence $100,000.00 MED EXP (Any one person) $5,000.00 PERSONAL BADVINJURY $1,000,000.00 A X NXTRFKQ7Y4-00-GL 11/14/2023 11/14/2024 LAGGREGATELIMITAPPLIESPER: GENERALAGGREGATE $2,000,000.00 POLICY [:]JET LOC M'OTHER: PRODUCTS-COMP/OPAGG $2,000,000.00 $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ Ea accident BODILY INJURY (Per person) $ ANY AUTO OWNED SCHEDULED AUTOS ONLY AUTOS HIRED NON -OWNED AUTOS ONLY AUTOS ONLY BODILY INJURY (Per accident) $ PROPERTY DAMAGE $ Per accident UMBRELLALIAB HCLAIMS-MADE OCCUR EACH OCCURRENCE $ AGGREGATE $ EXCESS LIAR DED I I RETENTION $ $ WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y f N ANYPROPRIETORIPARTNER/EXECUTIVE PEROTH- STATUTE ER E.L. EACH ACCIDENT $ OFFICERIMEMBER EXCLU D ED9 ❑ (Mandatory in NH) N/A E.L. DISEASE- EA EMPLOYEE $ E.L. DISEASE- POLICY LIMIT $ If yes, describe under DESCRIPTION OF OPERATIONS below Each Occurrence: $1,000,000.00 A Professional Liability X NXTRFKQ7Y4-00-GL 11/14/2023 11/14/2024 Aggregate: $2,000,000.00 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, maybe attached If more space is required) The Certificate Holder is City Of Seal Beach. This Certificate Holder is an Additional Insured on the General Liability policy with respect to ongoing operations. This Certificate Holder is an Additional Insured on the General Liability policy with respect to completed operations. All Certificate Holder privileges apply only if required by written agreement between the Certificate Holder and the insured, and are subject to policy terms and conditions. %�CGTIGIP ATC LIAI r\CD CANCELLATION City Of Seal Beach LIVE CERTIFICATE 21'1 8th St Seal Beach, CA 90740 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. an ®r Click or scan to view AUTHORIZED REPRESENTATIVE V 7yiftf-LU7bHGVKu VVKrVtwl lVrv. Hu ngncs reserveu. ACORD 25 (2016103) The. ACORD name and logo are registered marks of ACORD WORKERS' COMPENSATION EXEMPTION DECLARATION for the CITY OF SEAL BEACH You are required to complete this form because you have not filed a certificate of workers' compensation insurance with the City of Seal Beach ('Citi). California law requires all employers to carry workers' compensation insurance, even if they have only one employee, unless excluded understate law. It is your responsibility to comply with the law. If you do not know whether You are required to carry workers' compensation ursurance, find out by contacting the California Department of Industrial Relations (-DIR). Information is also available on the DIR's website athttp:!lwarw.dir.ca.gov. If you are subject to the Workers' Compensation Laws of California, you must promptly file a certificate of Workers' Compensation insurance with the City. Alternatively, if you have a certificate of self-insurance from the DIR, you must file that certificate with the City. DOCUMENT REFERENCE jnsert contract job number, location, etc.]. Professional Services Agreement for On -Call Professional Automation and Implementation Services Amendment No.1 dated January 25, 2023 Work to be performed on premises: x Yes No Nature of work to be performed: Accounting and ERP system implementation related training Business Name: Business Contact Information: (name, address, telephone, email) x Sole Proprietor Limited Partnership General Partnership Corporation Business Trust Limited I inhility Com an Other. ACKNOWLEDGEMENT ngnitial) I am the authorized representative of the Business mentioned above. I warrant that the Business has no employees other than the owners, officers, directors, partners, or other principals who have elected to be exempt from workers' compensation coverage under Califomia law. I further warrant that I understand the requirements of Section 3700 et seq. of the California Labor Code concerning providing workers' compensation coverage far any employees of the Business. N(rntal) The Business agrees to comply with the code requirements and all other applicable laws and regulations regarding workers' compensation, payroll taxes, FICA, and tax withholding, and similar employment issues. The Business agrees to hold the City of Seal Beach harmless from any toss or liability, which may arise from the Business's failure to comply with any such laws or regulations. 25�(,niaal) Should the Business or its subcontractors hire employees to perform the work referenced above, the U Business or its subcontractors) shall obtain workers' compensation insurance and provide proof of the coverage to the City of Seal Beach. I understand that this form constitutes a dedaration by the Business against its financial interest, relative Vnitial) to any claims it should assert against the City of Seal Beatty under the California workers' compensation or labor laws and serves as an addendum to the agreement (mitral) The Business will defend, indemnify, and hold harmless the City of Seal Beach from all claims and liability, V including workers' compensation claims and any liability that may be asserted or established by any party in the event the Business hires an employee in violation of this addendum. CERTIFICATION I declare and certify under the penalty of perjury under the laws of the State of California that the foregoing information provided in this Exemption Declaration is true and correct. Executed this 2QLh day of 11Pf�2023, at 1A�t�t�x California. Bus' () By: 1' Print Nam EAW13[�A bitnSM 0" WARNING: FAILURE TO SECURE WORKERS' COMPENSATION COVERAGE IS UNLAWFUL, AND SHALL SUBJECT AN EMPLOYER TO CCRIMINAL PENALTIES OMPENSATION, DAMAGES AS PROVIDED FOR IN SENCTION 3 O6 OF THE LABOR CODE, INTEREST. ANDIA ATTORNEYS TO FE 5 E COST OF