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HomeMy WebLinkAboutAGMT - Norman A. Traub & Associates 4 PROFESSIONAL SERVICES AGREEMENT between _ -D� SEAL ) ' A ReoR4T • * t om, 0- City of Seal Beach 211 - 8th Street Seal Beach, CA 90740 Norman A. Traub Associates 5409 Via Fonte Yorba Linda, - California 92886 -5006 (714) 693 -3428 Fax (714) 200 -0310 This Professional Service Agreement ( "Agreement ") is made as of May 1, 2009 (the "Effective Date "), by and between Norman A. Traub Associates ( "CONSULTANT "), a California corporation, and the City of Seal Beach ( "City "), a California charter city, (collectively, "the Parties "). 1024341.2 • • 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. In accordance with CONSULTANT's proposal ( "Proposal ") dated April 25, 2009, 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. The Services shall include conducting a fact - finding investigation. CONSULTANT shall update City on a weekly basis as to the progress of the investigation. Upon conclusion of the investigation, CONSULTANT shall provide the City a confidential written report detailing the findings of the investigation. The Proposal is attached hereto as Exhibit A and incorporated by this reference. To the extent that there is any conflict between Exhibit A and this Agreement, this Agreement controls. 2. Schedules and Deadlines. CONSULTANT shall meet any schedules and deadlines established by the City. 3. 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 additional 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. 4. Designated Representative. The City hereby designates David Carmany to act as its representative ( "City's Representative "). CONSULTANT hereby designates Larry Lewis to act as its representative. However, CONSULTANT may designate another representative with prior CITY approval. 1024341.2 2 • • 5. Compensation. A. General Services. City shall pay CONSULTANT at the rate of $130.00 per hour for all general services rendered. B. Testimony. In the event the City requires CONSULTANT to attend and provide testimony at a post- investigative hearing, deposition or trial, City shall pay CONSULTANT a flat fee of $1000.00 for the first four hours of such attendance and testimony, plus $250.00 per hour for any such services rendered in excess of four hours. C. Expenses. City shall reimburse CONSULTANT for reasonable and necessary expenses incurred in connection with his performance of the Services for the City. The CONSULTANT will not charge for mileage to and from the City. However, in the event the CONSULTANT is required to travel more than 30 miles away from the City in connection with the Services, City will reimburse CONSULTANT at the Internal Revenue Service rate in effect at the time the travel is incurred for mileage exceeding 30 miles on any given day. If the City Manager has provided his prior, written approval, City will also reimburse CONSULTANT for any extraordinary costs incurred by CONSULTANT (e.g., airfare, hotels, rental cars, database searches). D. Billing. CONSULTANT shall submit to City a monthly itemized statement that indicates work performed and hours of services rendered. 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 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. 1024341.2 3 1 • 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: Norman A. Traub Associates 5409 Via Fonte Yorba Linda, California 92886 -5006 Address: City of Seal Beach City Manager's Office 211 - 8th 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 a certificate of insurance documenting the following insurance: (1) General Liability: $1,000,000 per occurrence for bodily injury, personal injury and property damage; (2) Automobile Liability: $1,000,000 per accident for bodily injury and property damage; and (3) Workers' Compensation and Employer's Liability: Workers' compensation limits as required by the Labor Code of the State of California. All insurance required by this Section shall contain standard separation of insureds provisions 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. 9. Confidentiality. No information regarding the investigation will be disclosed to anyone other than the City Representative. CONSULTANT shall not, without the prior written consent of City, 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. 1024341.2 4 l 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. Applicable Law. The contracting parties agree that any adjudication of this Agreement will be determined according to the laws of the State of California. 13. Termination. Either party may terminate this Agreement with or without cause by providing notice at least 30 days prior to the effective date of termination. 14. Attorneys' Fees. If either Party commences an action against the other Party, either legal, administrative or otherwise, arising out of or in connection with this Agreement, 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. N` . A. Traub Associates City of Seal Beach _., A.4 cs.40 it i a‘ by Norm. A. Traub, President by City Managerr David Carman Y Dated: _a I 0 e i Dated: 5 -1 / - o9 . Approved as to Form: /� Attest: umn Barrow, City Attorney Linda Devine, City Clerk 1024341.2 5 DATE (MM /DD /YYYY) `..•.?R CERTIFI(STE OF LIABILITY INSUFOICE TPRAUB AR 1 04/05/10 PRODUCER THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION Alliance Mgt . & Insurance Sery ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE 355 Via Vera Cruz #7 HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR CA Agent /Broker Lic# 0737966 ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. San Marcos CA 92078 Phone:760- 471 -7116 Fax:760- 471 -9378 INSURERS AFFORDING COVERAGE NAIC# INSURED INSURER A: First Mercury Ins. Company 10657 INSURER B: • Norman A Traub Associates INSURER C: • 5409 Via Fonte INSURER D: Yorba Linda CA 92886 -5006 INSURER E: COVERAGES 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. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSITADD'L POLICY NUMBER POLICY EFFECTIVE POLICY EXPIRATION LIMITS LTR INSRD TYPE OF INSURANCE DATE (MM /DDIYYYY) DATE (MM /DD /YYYY) GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 UAMAUE I HEN IEU A X X COMMERCIAL GENERAL LIABILITY FMMI010259 -5 04/07/10 04/07/11 PREMISES(Eaoccurence) $ 100,000 CLAIMS MADE X OCCUR • MED EXP (Any one person) $5,000 X Errors & Omiss PERSONAL &ADVINJURY $ 1,000,000 X Owners & Contr GENERAL AGGREGATE $ 5,000,000 GE 'L AGGREGATE LIMIT APPLIES PER: PRODUCTS - COMP /OP AGG $ InC1 in Agg X POLICY PRO- LOC JECT AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT ANY AUTO (Ea accident) ALL OWNED AUTOS BODILY INJURY • SCHEDULED AUTOS • (Per person) HIRED AUTOS BODILY INJURY NON -OWNED AUTOS • (Per accident) $ PROPERTY DAMAGE (Per accident) GARAGE LIABILITY AUTO ONLY - EA ACCIDENT $ ANY AUTO OTHER THAN EA ACC $ AUTO ONLY: AGG $ EXCESS / UMBRELLA LIABILITY EACH OCCURRENCE $ OCCUR CLAIMS MADE AGGREGATE $ $ DEDUCTIBLE $ RETENTION $ $ WORKERS COMPENSATION WC STATU- 0 AND EMPLOYERS' LIABILITY Y I N • TORY LIMITS ER ANY PROPRIETOR/PARTNER/EXECUTIVEn E.L. EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? (Mandatory in NH) E.L. DISEASE - EA EMPLOYEE $ If yes, describe under SPECIAL PROVISIONS below E.L. DISEASE - POLICY LIMIT $ OTHER DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES / EXCLUSIONS ADDED BY ENDORSEMENT / SPECIAL PROVISIONS City of Seal Beach is named as an additional insured with respect to the . work performed by the named insured. Investigations, CA -- CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION CITYO -5 DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL 3 0 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" Attn: Mark Presico REPRESENTATIVES. 911 Seal Beach Blvd AUTHORIZED REPRESENTATIVE [Seal Beach CA 90740 ACORD 25 (2009/01) ©1 88- 09 ACORD CORPORATION. All rights reserved. . 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