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HomeMy WebLinkAboutAGMT - Blaylock Investigations Inc. PROFESSIONAL SERVICES AGREEMENT between %* • 16 SEAL ?? Q.Q. %c*ItiTi C ?�\ - City of Seal Beach 211 - 8th Street Seal Beach, CA 90740 BLAYLOCK INVESTIGATIONS, INC. 1001 Avenida Pico, Suite C -298 San Clemente, CA 92673 949 - 922 -8711 This Professional Service Agreement ( "Agreement ") is made as of December 18, 2009 (the "Effective Date "), by and between Blaylock Investigations, Inc. ( "CONSULTANT "), a California corporation, and the City of Seal Beach ( "City "), a California charter city, (collectively, "the Parties "). investigation (Blaylock) final. 1 2.22.09.DOC In consideration of the Parties' performance of the promises, covenants, and conditions stated herein, the City and CONSULTANT agree as follows: 1. Scope of Services. CONSULTANT shall provide confidential investigative services ( "Services ") in a timely, professional and workman-like manner in compliance with all applicable federal, state and local laws, and according to the standards and ethics in the industry as established by the California Secretary of State, Department of Consumer Affairs, Bureau of Investigative Services. CONSULTANT shall perform the services called for under this Agreement, keep City informed of progress and developments, and respond promptly to City's inquiries and communications. 2. Independent Contractor. CONSULTANT will determine the means, methods and details of performing the Services subject to the requirements of this Agreement. City retains CONSULTANT on an independent contractor basis and not as an employee. CONSULTANT retains the right to perform similar or different services for others during the term of this Agreement, provided such work does not conflict or interfere with CONSULTANT's obligations under this Agreement. Any personnel performing the Services under this Agreement on behalf of CONSULTANT are not employees of City and shall at all times be under CONSULTANT's exclusive direction and control. CONSULTANT shall pay all wages, salaries, and other amounts due such personnel in connection with their performance of Services under this Agreement and as required by law. CONSULTANT shall be responsible for all reports and obligations respecting such additional personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, disability insurance, and workers' compensation insurance. CONSULTANT agrees to pay all required taxes on amounts paid to CONSULTANT under this Agreement, and to indemnify and hold City harmless from any and all taxes, assessments, penalties, and interest asserted against City by reason of the independent contractor relationship created by this Agreement. CONSULTANT shall fully comply with the workers' compensation law regarding CONSULTANT and CONSULTANT's employees, if any. CONSULTANT further agrees to indemnify and hold City harmless from any failure of CONSULTANT to comply with applicable workers' compensation laws. City shall have the right to offset against the amount of any fees due to CONSULTANT under this Agreement any amount due to City from CONSULTANT as a result of CONSULTANT's failure to promptly pay to City any reimbursement or indemnification arising under this Section 2. 3. Designated Representatives. A. CONSULTANT hereby designates James Blaylock to act as its representative. Blaylock shall be primarily responsible for the investigation in accordance with the terms and conditions set forth in this Agreement and will conduct all interviews. CITY is retaining CONSULTANT in reliance on Blaylock's special investigation (Blaylock) final.12.22.09.DOC 2 expertise and experience. Thus, Blaylock shall personally perform all of the services required under this Agreement. CONSULTANT shall not hire any subcontractor or third party to provide or perform the services required under this Agreement. B. Special Counsel Martin J. Mayer of the law firm of Jones and Mayer will provide legal advice to CONSULTANT in connection with the investigation. 4. Compensation. A. Professional Services. City shall pay CONSULTANT at the rate of $120.00 per hour for all services rendered. CONSULTANT will charge in increments of one tenth of an hour, rounded off for each particular activity to the nearest one tenth of an hour. The minimum time charged for any particular activity will be one tenth of an hour. B. Expenses. City shall reimburse CONSULTANT for reasonable out -of- pocket expenses incurred during the investigation, including but not limited to travel expenses, parking fees, and costs incurred in connection with messenger services and overnight delivery. City will reimburse CONSULTANT at the rate of $.55 cents per mile. Any voluminous copying in excess of 200 pages will be billed at Investigator's actual cost. Any transcription services required will be billed at $4.00 per page. If the City Manager has provided his prior, written approval, City will also reimburse CONSULTANT for any other reasonable and necessary costs incurred by CONSULTANT (e.g., airfare, hotels, rental cars, database searches). C. Billing. CONSULTANT shall submit to the City Attorney a monthly itemized statement that indicates work performed, hours of services rendered and all reimbursable expenses incurred in connection with the investigation. City shall pay in full all approved fees and expenses within 30 days of the City's receipt of the itemized statement. 5. Schedules and Deadlines. CONSULTANT shall meet any schedules and deadlines established by the City. 6. Indemnity. CONSULTANT shall indemnify and hold the City, its officials, officers, employees, volunteers and agents (collectively "Indemnitees ") free and harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury, in law or equity, to property or persons, including wrongful death, in any manner arising out of or incident to any acts, omissions or willful misconduct of CONSULTANT, its officials, officers, employees, agents, and contractors arising out of or in connection with the performance of the services or this Agreement, including without limitation the payment of all consequential damages and attorneys fees and other related costs and expenses. CONSULTANT shall defend, at CONSULTANT's own cost, expense and risk, any and all such aforesaid suits, actions or other legal proceedings of investigation (Blaylock) final.12.22.09.DOC 3 every kind that may be brought or instituted against Indemnitees. CONSULTANT shall pay and satisfy any judgment, award or decree that may be rendered against Indemnitees in any such suit, action or other legal proceeding. CONSULTANT 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. CONSULTANT's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by CONSULTANT or Indemnitees. 7. Notices. All notices shall be in writing and shall be considered effective when deposited in the U.S. mail and addressed to the appropriate party at the address noted below: Address: James Blaylock Blaylock Investigations, Inc. 1001 Avenida Pico, Suite C -298 San Clemente, CA 92673 Address: City Clerk's Office City of Seal Beach 211 8 Street Seal Beach, California 90740 -6305 8. Insurance. CONSULTANT shall, at its expense, procure and maintain for the duration of the Agreement the following insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the Agreement, by CONSULTANT, its agents, representatives, or employees, and provide to the City Clerk a certificate of insurance documenting the following insurance: (1) Errors and Omissions Liability: $1,000,000 per occurrence; and (2) Automobile Liability: $250,000/$500,000 per accident for bodily injury and property damage. The Errors and Omissions policy shall contain a standard separation of insureds provision and name the City as an additional insured. In addition, such insurance shall not contain any special limitations on the scope of protection afforded to the City, its directors, officials, officers, employees, agents and volunteers. Any deductibles or self - insured retentions must be declared to and approved by the City. At its sole discretion, the City may require: (1) the insurer to reduce or eliminate such deductibles or self - insured retentions as respects the City, its directors, officials, officers, employees, agents and volunteers; or (2) the CONSULTANT to procure a bond guaranteeing payment of losses and related investigation costs, claims and administrative and defense expenses. investigation (Blaylock) final.12.22.09.DOC 4 9. Confidentiality. The City shall provide CONSULTANT access to any relevant, non - privileged information requested by CONSULTANT. CONSULTANT shall not disclose any information regarding the investigation to anyone other than Special Counsel or the City Attorney. CONSULTANT shall not, without the prior written consent of the City Attorney, use such materials for any purposes other than the performance of the Services. CONSULTANT shall not use City's name or insignia, photographs of City property or facilities, or any publicity pertaining to the Services in any magazine, trade paper, newspaper, television or radio production or other similar medium. 10. Assignment. CONSULTANT shall not assign, hypothecate, or transfer, either directly or by operation of law, this Agreement or any interest herein without the prior written consent of the City. Any attempt to do so shall be null and void, and any assignees, hypothecates or transferees shall acquire no right or interest by reason of such attempted assignment, hypothecation or transfer. 11. Entire Agreement & Modification. This Agreement shall constitute the entire Agreement between the parties with respect to the subject matter hereof, supersede all prior or contemporaneous Agreements or communications (oral or written), and may not be modified except by a Agreement in writing dated subsequent to the Effective Date and signed on behalf of both parties by their respective authorized representatives. 12. Termination. The City may terminate this Agreement with or without cause by providing notice at least 3 days prior to the effective date of termination. CONSULTANT may terminate this Agreement with or without cause by providing notice at least 30 days prior to the effective date of termination. 13. General Provisions. A. If any provision of this Agreement is deemed unenforceable, the remaining provisions will be given full force and effect. B. This Agreement will be governed by and construed, interpreted, applied and enforced according to the laws of California, including California law relating to choice of law. C. If either Party commences an action against the other Party, either legal, administrative or otherwise, arising out of or in connection with this Agreement, investigation (Blaylock) fiinal.12.22.09.DOC 5 the prevailing Party in such litigation shall be entitled to have and recover from the losing Party all of its attorney's fees and other costs incurred in connection with such action. D. This Agreement may be signed in counterparts. IN WITNESS WHEREOF, the Parties hereto, through their respective authorized representatives have executed this Agreement as of the date and year first above written. Blaylock Investigation, Inc. City of Seal Beach fi r °° ames Blaylock by David Carrany President City Manager Dated: /� /�4 Dated: /- /6 investigation (Blaylock) final.12.22.09.DOC 6 ` ��� R O r CERTIFIG_ . rE OF LIABILITY INSURAI CE OP ID SJ DATE(MM/DD/YYYY) PRODUCER BLAYL -1 12/22/09 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION Yergey Insurance enc / PI ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES O 7420 Heritage Village Plaza ALTER THE COVERAGE AFFORDED BY THE POLICIES THE SBELOW. Gainesville VA 20155 Phone: 571 -248 -6665 Fax: 571 - 248 -6656 INSURERS AFFORDING COVERAGE I NAIC # INSURED INSURER A. United States Liability Ins Co 25895 Blaylock Investigations, , Inc. INSURER B. Jas Blaylock I INSURER C' 1001 Avenida Pico C298 INSURER San Clemente CA 92673 INSURER E: COVERAGES THE POUCIES 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. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS LTR INSRC TYPE OF INSURANCE POLICY NUMBER I DA POLICY I DATE C /Y ) I LIMITS GENERAL LIABILITY I I EACH OCCURRENCE $ 1,000,000 A X I COMMERCIALGENERALLIABILITY SP1009600D 08/01/09 08/01/10 PREMISES(Ea 1550,000 I , CLAIMS MADE Il X OCCUR I MED EXP (Any one person) I $ 1,000 PERSONAL & ADV INJURY I $ 1,000,000 A X Errors&Omissions SP1009600D 08/01/09 08/01/10 I GENERAL AGGREGATE I $ 2,000,000 GEN'L AGGREGATE LIMIT PER: PRODUCTS - COMP /OP AGG $ 1,000,000 1 POLICY n Ter- I I LOC AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT I ANY AUTO (Ea accident) $ 1ALL OWNED AUTOS I — BODILY INJURY SCHEDULED AUTOS (Per person) $ HIRED AUTOS - - NON -OWNED AUTOS BODILY INJURY $ _J (Per accident) PROPERTY DAMAGE $ (Per accident) GARAGE LIABILn'Y I AUTO ONLY - EA ACCIDENT $ ANY AUTO OTHER THAN EA ACC I $ 1 I AUTO ONLY AGG $ ESS / UMBRELLA LIABILITY EACH OCCURRENCE $ OCCUR I CLAIMS MADE II AGGREGATE $ f $ DEDUCTIBLE I $ I RETENTION $ ! I 1$ WORKERS COMPENSATION I WC TORY LIMIT STAfUS - I I OETR I H AND EMPLOYERS' LIABILITY I I Y / N ANY PROPRIETOR/PARTNER/EXECUTIV1 E.L EACH ACCIDENT I $ OFFICER/MEMBER EXCLUDED' (Mandatory in NH) I E.L. DISEASE - EA EMPLOYEE $ If yes, descnbe under SPECIAL PROVISIONS below I l I OTHER E.L. DISEASE - POLICY LIMIT $ DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES /EXCLUSIONS ADDED BY ENDORSEMENT / SPECIAL PROVISIONS Certificate holder is listed as an additional insured with respects to the work performed by the named insured CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION CITYSE1 DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL 10 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO DO SO SHALL IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER, ITS AGENTS OR City of Seal Beach 211 Eighth St. REPRESENTATIVES. Seal Beach CA 90740 AUTH REPRESENTATIVE ACORD 25 2009101 ` '— + .. Q ©1988 -2009 A R CO PORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD V IAI V / AI .IYI 11�VV1,A1W■ Vv1r11 •11111■■ AV 1 v I /�l•i ••AL State Farm Mutual Automobile Insurano. -moony POLICY NUMBEP 1085-D16 -75C 900 Old River Road OCT 16 2009 to A,-1-116 2010 Bakersfield CA 93311 -0001 AT2 4 L -8390 A DATE DUE PLEASE PAY THIS AMOUNT 009909 OCT 16 2009 $225.78 BLAYLOCK, JAMES R & CYNTHIA W 23 VIA ABRAZAR Coverages and Limits Premiums SAN CLEMENTE CA 92673 -6906 1 A Liability Bodily Injury 250,000/500,000 Property Damage 100,000 10 6 . 19 D 1000 Ded Comprehensive 15. 79 G 1000 Deductible Collision 60 . 0 U Uninsured Motor Vehicle Bodily Injury 100,000/300,000 16.9 2 U1 Uninsured Motor Vehicle Property Damage 2. 38 1 Additional Use of Non -Owned Car Coverage Your premium is based on the following ...If not correct, contact your agent. BIPD Liability 4 . 0 0 2006 TOYOTA 4 RUNNER VIN JTEBT17RX68036987 Physical Damage 20 . 0 0 Class 0A3HCV1 H Amount Due $225.78 Superior Driver Rate Level (See description on back). Driven 7,500 miles or Tess annually. (National average is 12,000 miles Your premium has already been adjusted annually.) by the following: Principal driver has 49 -58 years of driving experience. Premium Reductions As of OCT 16 2009 our records show the rated driver of this vehicle Multiple Line 4 . 32 will have 49 years driving experience. Multicar 49. 34 Driving Safety Record 252 . 22 Pleasure use or commuting to and from work or school. California Good Driver 56 .45 Loyalty 4 4 . 3 0 Additional Information... Broad form non -owned car liability coverage is included. You may be eligible for additional discounts. See the enclosed insert for more information. Mature Driver The premium on the expiring policy term was based on this vehicle having been driven 0 -7500 miles per year. The premium on the renewal policy term is based on estimated mileage of 0 -7500 in the next year. CONVENIENT PAYMENT OPTION: You may use one of State Farm's alternate payment plans which divides your present premium into two separate payments. You may pay one half of the amount due, $112.89, p!us .a handling charge of $2.00. The amount due on OCT 16 2009 will be $114.89. The remaining half will be due on DEC 15 2009. Well send you a reminder notice. Your premium may be influenced by the drivers listed below and other individuals permitted to operate your vehicle. This list does not extend or expand coverage beyond that contained in this automobile policy. The drivers listed below are the drivers reported to us that own or regularly operate any vehicle in your household. JAMES BLAYLOCK, CYNTHIA BLAYLOCK. If the above information is incomplete or inaccurate, or if you want to confirm the information we have in our records please contact your agent. ntaitifir k�y e ... 4-T 79 7766 4205 o See reverse side for important information. Agent MATT KELLY Please keep this part for your record. Telephone (949)261 -6050 Prepared SEP 11 2009 •