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HomeMy WebLinkAboutG- 3 Service Agreement with Michael Huls 'c)9 - CONSULTING SERVICES AGREEMENT THIS AGREEMENT is made and entered into as of the Effective Date (as that term is hereinafter defined) by and between the City of Azusa ("CITY"), and J. Michael Huls. REA , a California recycling consultant ("Consultant"). Subject to terms and conditions and for the consideration set forth below, the City desires to utilize the services of Consultant as an independent contractor to manage the grant, monitor activities and prepare reports, and conduct the outreach program on behalf of the City of Azusa in the Block Grant application submitted to the California Integrated Waste Management (CIWMB). 1. CONSULTANT'S SERVICES. Consultant represents that it is fully qualified to perform such consulting services by virtue of its experience and the training, education and expertise of its principals and employees. The nature and scope of the specific services to be performed by Consultant are as described under the tasks of the grant application which is attached hereto and incorporated herein by this reference. 2. TERM OF AGREEMENT. This agreement shall take effect on July 1, 1997, and shall continue until June 30, 1998, unless modified and/or terminated in writing by both parties. In the event of such termination, consultant shall be compensated for services rendered as of the date of termination. Compensation for work in progress shall be prorated as to the percentage of work completed. This agreement may be terminated with or without cause by either party upon thirty (30 ) days advance notice of such termination. 3. COMPENSATION. Payments to Consultant shall be made by City in accordance with the invoices submitted by Consultant, on a monthly basis, and such invoices shall be paid within 30 days after said invoices are received by City. All charges shall be in accordance with this agreement with respect to hourly rates of seventy-five dollars ($75.00) for principal and forty-five dollars ($45.00) for associate consultant. Total compensation to consultant shall not exceed six thousand nine-hundred and sixty dollars ($6,960.00). 4. GENERAL TERMS AND CONDITIONS. In the event of any inconsistency between the provisions of this Agreement and the Block Grant application approved by the CIWMB, the provisions of the application shall control. 5. STATUS AS INDEPENDENT CONSULTANT. Consultant is and will be an independent contractor for purposes of this agreement and is not and will not be entitled to any employee benefits normally associated with employment of individuals by the City. Consultant will assume full responsibility for payment of all federal, state and local taxes or contributions imposed or required under social security, income tax laws and any other with respect to any fees or expense reimbursements paid by the company pursuant to this agreement. Consultant has no power or authority to act for, represent, or bind the City, unless expressly given such authority in writing by the City. 6. CONFIDENTIALITY. Any information or documentation furnished to Consultant by the City or developed by Consultant for the City in the performance of its duties which are subject to this Agreement are and will remain the property of the City and will be used only on behalf of the City. All such information or documentation will be returned to the City upon termination of this Agreement or sooner if requested by the City. 7. NOTICES. Any notice to be given under the terms of this Agreement by either party to the other will be in writing and will be deemed given (a) three days after being deposited in the United States mail, properly addressed certified, and with postage prepaid or (b) upon personal delivery to the following: If to Consultant: J. Michael Huls, REA 568 East Foothill Blvd., Suite 107 Azusa, CA 91702 If to the City: City of Azusa 213 East Foothill Blvd. Azusa, CA 91702-2920 8. ASSIGNMENT Consultant shall not assign or transfer any interest in this Agreement nor the performance of any of Consultant's obligations hereunder, without the prior written consent of the City, and any attempt by Consultant to so assign this Agreement or any rights, duties, or obligations arising hereunder shall be void and of no effect. 9. COMPLIANCE WITH LAWS. Consultant shall comply with all applicable laws, ordinances, codes, and regulations of the federal, state, and local governments. 10. INSURANCE. Consultant shall at all times during the term of this agreement carry, maintain, and keep in full force an effect, with an insurance company or companies doing business in the State of California: (1) a policy which provides comprehensive general liability insurance for personal injury and property damage with minimum limits of$500,000 combined single limit coverage; (2) property damage insurance with a minimum limit of$500,000.00; (3) automotive liability insurance, with minimum combined single limits coverage of$500,000.00; (4) professional liability insurance (errors and omissions) in an amount of not less than $1,000,000.00 per occurrence; and (5) worker's compensation insurance with a minimum limit of$500,000.00 or the amount required by law, whichever is greater. Consultant agrees that it will not cancel, reduce or otherwise modify the insurance coverage. Page 2 11. ENTIRE AGREEMENT. This Agreement supersedes all prior proposals, agreements, and understandings between the parties and may not be modified or terminated orally, and no modification, termination or attempted waiver of any of the provisions hereof shall be binding unless in writing and signed by the party against whom the same is sought to be enforced. 12. INDEMNIFICATION CLAUSE. Notwithstanding the limits of any insurance, Consultant shall be liable for and shall indemnify, defend and hold harmless the City, its officers, agents and employees from any claim, demand, penalties, loss, liability or expense, including reasonable attorney's fees for counsel acceptable to the City court costs and necessary disbursements, for any damage whatsoever, including but not limited to, bodily injury, death or injury to property, proximately resulting from any negligent act or omission of the Consultant, its officers, employees, agents or contractors in the performance of this Agreement. IN WITNESS WHEREOF, the parties have executed and entered into this Agreement as of as of March 17 , 1997 ("Effective Date"). "CONSULTANT" "CITY" J. Michael Huls Hen Garcia Principal City Administrator J. Michael Huls, REA City of Azusa Page 3