SERVICE AGREEMENT BETWEEN THE CITY OF SUNNYVALE
AND PATRICK DWYER DOING BUSINESS AS PD SOLUTIONS, TO SERVE AS ACTING DIRECTOR OF PUBLIC SAFETY
THIS AGREEMENT dated ______________________________ is by and between the CITY OF SUNNYVALE, a municipal corporation ("CITY"), and PATRICK DWYER, DOING BUSINESS AS PD SOLUTIONS ("CONTRACTOR").
WHEREAS, CITY is in need of the services of Patrick Dwyer 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 August 30, 2004, through December 31, 2004, unless otherwise terminated. CONTRACTOR shall deliver the agreed upon services to CITY as specified in Exhibit "A". This Agreement may be extended by mutual consent of the parties as necessary.
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 and Invoicing
CITY agrees to pay CONTRACTOR at the rate of $6,000 per week. CITY shall also provide and maintain an appropriately-equipped vehicle assigned to CONTRACTOR while serving as CITY's Acting Director of Public Safety for use within the Sunnyvale vicinity and official out-of-area travel. If and when deemed appropriate by the City Manager, CITY agrees to pay for necessary uniforms and safety equipment.
CONTRACTOR shall submit invoices to CITY on a monthly basis. Contractor shall have thirty (30) calendar days from the last day of the month to submit said invoices. 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
CITY shall indemnify, defend and hold harmless CONTRACTOR from and against all claims, demands, losses and expenses, including attorney fees, arising out of the use of managerial discretion by CONTRACTOR during the performance of the services described in Exhibit "A" attached and incorporated by reference.
11. 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.
12. CONTRACTOR Representative
Patrick Dwyer 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.
13. 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: Patrick Dwyer
PD SOLUTIONS
7496 Sunningdale Way
Gilroy, CA 95020-3073
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.
14. Assignment
Neither party shall assign or sublet any portion of this Agreement without the prior written consent of the other party.
15. Termination
This agreement may be cancelled at any time by either party for its convenience, upon fourteen (14) days notice to the other party. In the event of termination, Contractor shall be entitled to compensation for services performed to the effective date of the termination, provided however that the City may condition payment on Contractor’s delivery to the City of any and all materials provided to the Contractor in connection with this agreement. CONTRACTOR shall present CITY with any work product completed at that point in time.
16. 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.
17. 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: PD SOLUTIONS (“CONTRACTOR”)
_______________________________ ____________________________
City Attorney Patrick Dwyer