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HomeMy WebLinkAboutAGMT - Public Interest Investigations (Investigative Services) • PROFESSIONAL SERVICES AGREEMENT between SEAL poi •a " ?'�FH 21,* 1 �`\"cc- City of Seal Beach 211 - 8th Street Seal Beach, CA 90740 Public Interest Investigations, Inc. 1055 Wilshire Boulevard, Suite 1985 Los Angeles, CA 90017 213.482:1780 213.482.1650 fax Revisedagreement • • This Professional Service Agreement ( "Agreement ") is made as of November 9, 2009, by and between Public Interest Investigations, Inc. ( "CONSULTANT "), a California corporation, and the City of Seal Beach ( "City "), a California charter city, (collectively, "the Parties "). 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. A. Investigation. CONSULTANT shall provide confidential investigative services ( "Services ") on an as- needed basis as requested by the City Attorney 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. 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 in accordance with Section 5. 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. 3. Designated Representatives. A. CONSULTANT hereby designates Barbara Dalton to act as its representative. Dalton shall be primarily responsible for any investigation in accordance with the terms and conditions set forth in this Agreement and will conduct all interviews required. CITY is retaining CONSULTANT in reliance on Dalton's special expertise and experience. Thus, Dalton shall personally perform all of the services required under Revisedagreement 2 • • this Agreement. CONSULTANT shall not hire any subcontractor or third party to provide or perform the services required under this Agreement. B. City hereby designates the City Attorney to act as its representative. The City Clerk will provide logistical support to CONSULTANT. Special Counsel will provide legal advice to CONSULTANT as needed. 4. Compensation. A. Professional Services. City shall pay CONSULTANT at the rate of $175.00 per hour for all services rendered. B. Expenses. City shall reimburse CONSULTANT for reasonable out -of- pocket expenses incurred, 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 Internal Revenue Service rate in effect at the time the travel is incurred for mileage. If the City Attorney 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 an 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 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 3 Revisedagreement • 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: Vice President Barbara Dalton Public Interest Investigations, Inc. 1055 Wilshire Boulevard, Suite 1985 Los Angeles, CA 90017 Phone: 213.482.1780; fax: 213.482.1650 - 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) 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. 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. Revisedagreement 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 any 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. • Either party 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. Revisedagreement 5 • • C. If either Party commences an action against the other P arty, 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 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. Public Interest Investigation, Inc. City of Seal Beach L14.44,4:2511,611-1 C9■:04 byi Barbara Dalton by elatiataitEttNts David Carmany Vice President Ma2smafxtec City of Seal Beach City Manager Dated: /0 a g ^ B- I Dated: Revisedagreement 6