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HomeMy WebLinkAboutNichols Consulting-2011-06 • Fixed Fee-$3.600 Nichols Consulting CONTRACT FOR PROFESSIONAL SERVICES' This Contract is made and entered into this adN D of'yy4 2011, by and between the City of Grand Terrace, a city under the laws of the Si a of California (hereinafter referred to as "City") and Nichols Consulting, a sole-proprietor (hereinafter referred to as"Consultant"). RECITALS A. City has the authority to seek reimbursement for certain costs from the State of California pursuant to California Government Code Section 17550 et seq. B. City has the authority to contract for the preparation of said Claims through a designated individual or entity. C. Consultant is qualified to provide the service of preparing said Claims in consideration for the fees,expenses, and costs stipulated in this Contract. Therefore,the parties to this Contract agree as follows: I. CONSULTANT'S RESPONSIBILITIES A. Consultant shall review all eligible claiming opportunities and prepare all Claims whose State-imposed timely and late deadlines, for reimbursement, fall between the time of execution of this Contract and June 30, 2012. Consultant shall collect, document and process the information necessary for Consultant to file the claims on behalf of the City. B. Consultant will provide City with a copy of Claims and supporting documentation prepared pursuant to this Contract. The copy will be provided following the state imposed deadline for said Claims. C. Consultant shall implement a Claims monitoring and documentation process in the course of Consultant's duties. D. Consultant agrees not to exceed the amount of the fee proposal set forth in Appendix A to this Contract without prior written authorization of the City. N Nichols Page I of 5 Fixed Fee-$3,600 E. Consultant will make good faith effort to file Claims in accordance with existing laws, regulations and applicable written guidelines but does not warrant the reimbursable nature or likelihood of success of reimbursement of any particular Claim. F. Consultant shall advise City of all official action which is necessary under applicable federal and state constitutional provisions, state statutes and regulations, and any other applicable provisions, in order that City may fulfill its responsibilities as set forth in Section II,paragraph C of this Contract for Services. II. CITY'S RESPONSIBILITIES A. City will provide Consultant with all the documents, records and information necessary to prepare Claims in a timely manner. B. City agrees to pay Consultant,a fee of$3,600 for services rendered. Consultant's fee is due and payable in three separate and equal installments of$1,200.00. The dates of these installment payments are: June 1, 2011, September 1, 2011 and March 1, 2012. Consultant's fee is not-to-exceed $3,600.00, unless approved by City in writing. The payment of Consultant fee is not dependent on the amount of Claims ultimately reimbursed by the State of California. C. City agrees to take that official action which is necessary under applicable federal and state constitutional provisions, state statutes and regulations, and any other applicable provisions,to perform its obligations under this Contract in a timely manner. III. MODIFICATIONS This Contract may be modified only by a written amendment to this Contract, executed by both parties. IV. TERMINATION OF CONTRACT This Contract may be terminated by mutual written consent or by either party, provided that the terminating party gives ninety (90) days written notice to the other party, without cause. Upon receipt of a Notification of Termination, Consultant shall promptly discontinue all services affected. Consultant shall provide the City with all work products completed up to the date of termination. In the event of termination, City shall reimburse Consultant for all direct service hours on work-in-process at $125.00 per hour. However, in no event shall City be obligated to pay more than the total amount of the Contract. Ni Nichols Page 2 of 5 Fixed Fee-$3,600 V. ATTORNEY'S FEES AND COSTS In any litigation, arbitration or other proceeding by which one party either seeks to enforce its rights under this Contract (whether in contract, tort, or both) or seeks a declaration of any rights or obligations under this Contract, each party shall bear its own attorney fees, together with any costs and expenses to resolve the dispute and to enforce the final judgment. VI. SEVERABILITY If any term of this contract is held by a court of competent jurisdiction to be void or unenforceable, the remainder of this Contract shall remain in full force and effect and shall not be affected. VII. NOTICES All notices that are required to be given by one party to the other under this Contract shall be in writing and shall be deemed to have been given if delivered personally or enclosed in a properly addressed envelope postage prepaid and deposited with an overnight delivery service or with a United States Post Office for delivery by first class and certified mail addressed to the parties at the following addresses, unless such addresses are changed by notice, in writing,to the other party. City of Grand Terrace Attn: City Manager 22795 Barton Road Grand Terrace,CA 92313 Nichols Consulting 1857 44`" Street Sacramento,CA 95819 VIII. AUTHORITY The individuals executing this Contract represent and warrant that they have the legal power and authority to this contract and to contractually bind their respective entities. IX. GOVERNING LAW The validity of this Contract and each of its terms and provisions, as well as the rights and duties of the parties under this Contract, shall be construed pursuant to and in accordance with the laws of the State of California. N Nichols Page 3 of 5 Fixed Fee-$3.600 X. ENTIRE AGREEMENT This Contract,which includes the"Proposal for Contract for Professional Services"set forth as Appendix A, supersedes any and all other agreements,whether oral or in writing, between the parties with respect to the subject of this Contract. This Contract contains all of the covenants and agreements between the parties with respect to the subject of this Contact,and each party acknowledges that no representatives, inducements,promises„ or agreements embodied in this Contract. No agreement, statement, or promise not contained in this Contract shall be valid or binding on the parties with respect to the subject of this Contract. Exec ted at a auk 1 , California, on the day and year set forth above. ,President F.And ichols Nichols onsulting 1857 441° Street Sacramento,CA 95819 A Jo4// ,/i/ ,Title Print Name City of Grand Terrace 22795 Barton Road Grand Terrace, CA 92313 N Nichols Page 4 of 5 Fixed Fee-$3,600 APPENDIX A PROPOSAL FOR CONTRACT FOR SERVICES This proposal for the City of Grand Terrace is to provide the services set forth under Paragraph 1 of the Contract for Professional Services relating to the preparation of Claims for reimbursement pursuant to California Government Code Section 17550 et seq. Consultant's fee shall be$3,600.00, for claims prepared on behalf of the City beginning with the time of execution of this Contract and ending June 30, 2012. Consultant's fee is due and payable in three separate and equal installments of$1,200.00. The dates of these installment payments are: June 1, 2011, September 1, 2011 and March 1, 2012. This Proposal is valid until May 5,2011 unless extended in writing by Consultant. April ,2011 \ ' President F.Andy N ols Nichols Consulting 1857 44th Street Sacramento,CA 95819 N Nichols Page 5 of 5