SERVICE AGREEMENT BETWEEN THE CITY OF SUNNYVALE
AND ROBERT BRADSHAW DOING BUSINESS AS RVB CONSULTING LLC
TO SERVE AS ACTING DIRECTOR OF PUBLIC SAFETY
THIS AGREEMENT dated ______________________________ is by and between the CITY OF SUNNYVALE, a municipal corporation ("CITY"), and ROBERT BRADSHAW DOING BUSINESS AS RVB CONSULTING LLC ("CONTRACTOR").
WHEREAS, CITY is in need of the services of Robert Bradshaw to plan and administer all public safety activities for CITY while serving as CITY's Acting Director of Public Safety; and
WHEREAS, CONTRACTOR possesses the skill and expertise to provide the required services;
NOW, THEREFORE, THE PARTIES ENTER INTO THIS AGREEMENT.
1. Services by CONTRACTOR
CONTRACTOR shall provide services in accordance with Exhibit "A" attached and incorporated by reference.
2. Time for Performance
The term of this Agreement shall be from June 1, 2004, through May 31, 2005, unless otherwise terminated. CONTRACTOR shall deliver the agreed upon services to CITY as specified in Exhibit "A". Extensions of time may be granted by the City Manager upon a showing of good cause.
3. Duties of CITY
CITY shall supply any documents or information available to City required by CONTRACTOR for performance of its duties. Any materials provided shall be returned to CITY upon completion of the work.
4. Compensation
CITY agrees to pay CONTRACTOR at the rate of $150.00 per hour. In addition, CITY shall reimburse CONTRACTOR for temporary lodging expenses in an amount not to exceed Five Thousand and no/100 Dollars ($5,000.00) if authorized in advance by the City Manager. CONTRACTOR shall submit invoices to CITY on a weekly basis. Payment shall be made within ten (10) days of receipt of an accurate, itemized invoice by CITY's Accounts Payable Unit.
5. Ownership of Documents
CITY shall have full and complete access to CONTRACTOR's working papers and other documents during progress of the work. All documents of any description prepared by CONTRACTOR shall become the property of the CITY at the completion of the project and upon payment in full to the CONTRACTOR.
6. Conflict of Interest
No officer or employee of CITY shall have any interest, direct or indirect, in this Agreement or in the proceeds thereof. During the term of this Agreement, CONTRACTOR shall not accept employment or an obligation which is inconsistent or incompatible with CONTRACTOR's obligations under this Agreement.
7. Confidential Information
CONTRACTOR shall maintain in confidence and at no time use, except to the extent required to perform its obligations hereunder, any and all proprietary or confidential information of CITY of which CONTRACTOR may become aware in the performance of its services.
8. Compliance with Laws
(a) CONTRACTOR shall not discriminate against any employee or applicant for employment because of race, religion, creed, color, national origin, gender, age (persons 40 years or older), disability, or any other basis to the extent prohibited by federal, state, or local law. All employees of CONTRACTOR shall be treated during employment without regard to their race, creed, color or national origin.
(b) CONTRACTOR shall comply with all federal, state and city laws, statutes, ordinances, rules and regulations and the orders and decrees of any courts or administrative bodies or tribunals in any manner affecting the performance of the Agreement.
9. Independent Contractor
CONTRACTOR is acting as an independent contractor in furnishing the services and performing the work required by this Agreement and is not an agent, servant or employee of CITY. Nothing in this Agreement shall be interpreted or construed as creating or establishing the relationship of employer and employee between CITY and CONTRACTOR. CONTRACTOR is responsible for paying all required state and federal taxes.
10. Indemnity
CONTRACTOR shall indemnify, defend, and hold harmless the CITY, its officers, officials, employees and volunteers from and against all claims, damages, losses and expenses, including attorney fees, arising out of the performance of the services described in Exhibit “A”, caused in whole or in part by any negligent act or omission of CONTRACTOR, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable, except where caused by the active negligence, sole negligence or willful misconduct of the CITY.
11. Insurance
CONTRACTOR shall take out and maintain during the life of this Agreement policies of insurance as specified in Exhibit "B" attached and incorporated by reference, and shall provide all certificates or endorsements as specified in Exhibit "B."
12. CITY Representative
Amy Chan, City Manager, shall represent CITY in all matters pertaining to the services to be rendered under this Agreement. All requirements of CITY pertaining to the services and materials to be rendered under this Agreement shall be coordinated through the CITY representative.
13. CONTRACTOR Representative
Robert Bradshaw shall represent CONTRACTOR in all matters pertaining to the services and materials to be rendered under this Agreement; all requirements of CONTRACTOR pertaining to the services or materials to be rendered under this Agreement shall be coordinated through the CONTRACTOR representative.
14. Notices
All notices required by this Agreement shall be in writing, and shall be personally delivered, sent by first class with postage prepaid, or by sent by commercial courier, addressed as follows:
To CITY: Amy Chan, City Manager
CITY OF SUNNYVALE
P. O. Box 3707
Sunnyvale, CA 94088-3707.
To CONTRACTOR: Robert Bradshaw
RVB CONSULTING LLC
2363 Camelot Way
RenoNV89509
Nothing in this provision shall be construed to prohibit communication by more expedient means, such as by telephone or facsimile transmission, to accomplish timely communication. However, to constitute effective notice, written confirmation of a telephone conversation or an original of a facsimile transmission must be sent by first class mail or commercial carrier, or hand delivered. Each party may change the address by written notice in accordance with this paragraph. Notices delivered personally shall be deemed communicated as of actual receipt; mailed notices shall be deemed communicated as of two days after mailing, unless such date is a date on which there is no mail service. In that event communication is deemed to occur on the next mail service day.
15. Assignment
Neither party shall assign or sublet any portion of this Agreement without the prior written consent of the other party.
16. Termination
If CONTRACTOR defaults in the performance of this Agreement, or materially breaches any of its provisions, CITY at its option may terminate this Agreement by giving written notice to CONTRACTOR. If CITY fails to pay CONTRACTOR, CONTRACTOR at its option may terminate this Agreement if the failure is not remedied by CITY within thirty (30) days from the date payment is due.
Without limitation to such rights or remedies as CITY shall otherwise have by law, CITY also shall have the right to terminate this Agreement for any reason upon ten (10) days' written notice to CONTRACTOR. In the event of such termination, CONTRACTOR shall be compensated in proportion to the percentage of services performed or materials furnished (in relation to the total which would have been performed or furnished) through the date of receipt of notification from CITY to terminate. CONTRACTOR shall present CITY with any work product completed at that point in time.
17. Entire Agreement; Amendment
This writing constitutes the entire agreement between the parties relating to the services to be performed or materials to be furnished hereunder. No modification of this Agreement shall be effective unless and until such modification is evidenced by writing signed by all parties.
18. Miscellaneous
Time shall be of the essence in this Agreement. Failure on the part of either party to enforce any provision of this Agreement shall not be construed as a waiver of the right to compel enforcement of such provision or any other provision. This Agreement shall be governed and construed in accordance with the laws of the State of California.
IN WITNESS WHEREOF, the parties have executed this Agreement.
ATTEST: CITY OF SUNNYVALE ("CITY")
_______________________________ ___________________________
City Clerk City Manager
APPROVED AS TO FORM: RVB CONSULTING LLC (“CONTRACTOR”)
_______________________________ ____________________________
City Attorney Robert Bradshaw
EXHIBIT "A"
SCOPE OF SERVICES
Under the direction of the City Manager, CONTRACTOR shall:
· Serve as CITY's Acting Director of Public Safety.
· Plan and administer all public safety activities for CITY and perform related work, as required.
· Provide overall direction all departmental staff members.
· Make long and short range plans for the administration of fire and police services.
· Prepare annual departmental budget and anticipate departmental personnel and equipment needs.
· Coordinate the activities of the Department of Public Safety with CITY's other departments and with outside law enforcement and fire prevention agencies.
· Advise Public Safety management staff on major policies and procedures and direct and review their work.
· Give addresses and make presentations, as required, to lay and professional audiences regarding public safety problems and studies.
· Attend Council and other meetings.
· Other activities, as assigned.
EXHIBIT "B"
INSURANCE REQUIREMENTS
CONTRACTOR shall obtain, at its own expense and from an admitted insurer authorized to operate in California, the insurance coverage detailed below and shall submit Certificate(s) of Insurance to the City of Sunnyvale, Purchasing Division, 650 West Olive Ave, PO Box 3707, Sunnyvale, CA 94088-3707; fax (408) 730-7710.
CONTRACTOR shall take out and maintain during the life of the contract such Commercial General Liability Insurance as shall protect CONTRACTOR, CITY, its officials, officers, directors, employees and agents from claims which may arise from services performed under the contract, whether such services are performed by CONTRACTOR, by CITY, its officials, officers, directors, employees or agents or by anyone directly or indirectly employed by either. The amount of insurance shall not be less than the following: Single Limit Coverage Applying to Bodily and Personal Injury Liability and Property Damage: $1,000,000.
The liability insurance shall include, but shall not be limited to:
· Protection against claims arising from bodily and personal injury and damage to property, resulting from CONTRACTOR's or CITY's operations and use of owned or non-owned vehicles.
· Coverage on an "occurrence" basis.
· Broad form property damage liability. Deductible shall not exceed $5000 without prior written approval of CITY.
· Notice of cancellation to CITY's Purchasing Division at least thirty (30) days prior to the cancellation effective date.
The following endorsements shall be attached to the liability insurance policy, and copies shall be submitted with the Certificate(s) of Insurance:
· The policy must cover complete contractual liability. Exclusions of contractual liability as to bodily injuries, personal injuries and property damage must be eliminated.
· CITY must be named as additional named insured with respect to the services being performed under the contract. Simply indicating on the certificate that the certificate holder is named as additional insured is not acceptable; an endorsement must be provided.
· The coverage shall be primary insurance so that no other insurance effected by CITY will be called upon to contribute to a loss under this coverage.