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HomeMy WebLinkAboutC-7554-1 - Consulting Agreement - Flat RateVickers Consulting Services, Inc. Consulting Agreement — Flat Rate This Consulting Agreement — Flat Rate ("Agreement") is made effective as of October 18, 2018 ("Effective Date"), by and between CITY OF NEWPORT BEACH, a California municipal corporation and charter city, and VICKERS CONSULTING SERVICES INC., a Texas corporation, located at 10601 Grant Road Suite 216, Houston, TX 77070. In this Agreement, the party who is contracting to receive services shall be referred to as "Applicant", and the party who will be providing the services shall be referred to as "Consultant". • Consultant has a background in Grant Writing, and is willing to provide services to Applicant based on this background. • Applicant desires to have services provided by Consultant. Therefore, the parties agree as follows: 1. DESCRIPTION OF SERVICES. Beginning on the Effective Date, Consultant will provide the following services (collectively, the "Services"): grant writing services and grant application development for the 2018 Assistance for Firefighters Grant ("AFG"). Such Services in support of the Applicant's application for the AFG include, but are not limited to, research of funding opportunities, project development, application development, cost estimation, and project narrative development. Applicant understands that their approval will be required on all applications. All Services must be completed and a final and complete AFG application must be provided to the Applicant by October 25, 2018, to allow the Applicant to submit the application by October 26, 2018. 2. PERFORMANCE OF SERVICES. The manner in which the Services are to be performed and the specific hours to be worked by Consultant shall be determined by Consultant. Applicant will rely on Consultant to work as many hours as may be reasonably necessary to fulfill Consultant's obligations under this Agreement. 3. PAYMENT. Applicant will pay a fee to Consultant for the Services based on a flat rate of $750.00 per grant application worked on by the Consultant. This fee shall be payable no later than thirty (30) days following the submission of the proper invoice for the application. Upon termination of this Agreement Consultant shall be entitled to payments for periods or partial periods that occurred prior to the date of termination and for which Consultant has not yet been paid. Work product constituting payment is considered narrative preparation. If a narrative is prepared and submitted to the Applicant for review the relationship is considered to be billable and even if the Applicant decides not to apply to said grant program they will be billed the full amount for services rendered. A $25 late fee will be added for payments 60 days or more overdue. Consultant's compensation for all Services performed in accordance with this Agreement, including all reimbursable items and fees, shall not exceed Eight Hundred Dollars and 00/100 ($800.00) without prior written authorization from the Applicant. 4. EXPENSE REIMBURSEMENT. Consultant shall pay all "out-of-pocket" expenses, and shall be entitled to reimbursement within 30 days of the incurred expense from Applicant. Reimbursable costs include, but are not limited to, postage, facsimile, notary, airfare & other travel related expenses, and other administrative costs. These costs will be limited to $50 initially. If costs are to exceed $50 Consultant will notify Applicant of the costs and receive written approval prior to making the expenditure. Since travel is not normally necessary for the Consultant to perform their duties, any travel requests by the Applicant shall be done in writing and costs agreed to prior to any travel plans being made. 5. TERM/TERMINATION. The term of this Agreement shall commence on the Effective Date, and shall terminate on December 31, 2018. VCS Consulting Agreement —Page I of 4 6. RELATIONSHIP OF PARTIES. It is understood by the parties that Consultant is an independent contractor with respect to Applicant, and not an employee of Applicant. Applicant will not provide fringe benefits, including health insurance benefits or any other employee benefit, for the benefit of Consultant. 7. INTELLECTUAL PROPERTY. The following provisions shall apply with respect to copyrightable works, ideas, discoveries, inventions, applications for patents, and patents (collectively, "Intellectual Property"): a. Consultant's Intellectual Property. Consultant does not personally hold any interest in any Intellectual Property. Applicant claims no rights to any work product of the Consultant for the length of service with the exception of the completed application and its components. Applicant makes no claims to the knowledge of the Consultant acquired during the length of service, even if acquired solely for the purpose of this Agreement. 8. CONFIDENTIALITY. Applicant recognizes that Consultant has and will have the following information if relevant to the AFG application: - prices of items included in the application - costs & budgeting information of the organization - discounts being given to only the Applicant by vendors - future plans of the organization - current business affairs of the organization and other proprietary information (collectively, "Information") which are valuable, special and unique assets of Applicant and need to be protected from improper disclosure. In consideration for the disclosure of the Information, Consultant agrees that Consultant will not at any time or in any manner, either directly or indirectly, use any specific Information that can be used to identify the Applicant for Consultant's own benefit, or divulge, disclose, or communicate in any manner any of said specific Information to any third party without the prior written consent of Applicant. Consultant will protect the Information and treat it as strictly confidential. Applicant agrees that Consultant can use general information describing the project and Applicant that will not divulge the identity of the Applicant as examples for published materials, speaking engagements, or any other such use. A violation of this paragraph shall be a material violation of this Agreement. 9. NOTICES. All notices required or permitted under this Agreement shall be in writing and shall be deemed delivered when delivered in person or deposited in the United States mail, postage prepaid, addressed as follows: If for Applicant: City of Newport Beach Newport Beach Fire Department Training Battalion Chief 100 Civic Center Drive Newport Beach, CA 92660 If for Consultant: Vickers Consulting Services, Inc. Andrea Vickers 10601 Grant Road, Suite 216 Houston, TX 77070 Such address may be changed from time to time by either party by providing written notice to the other in the manner set forth above. Notices may also be sent by email or facsimile, and will be verified by telephone as to their authenticity. VCS Consulting Agreement —Page 2 of 4 10. ENTIRE AGREEMENT. This Agreement contains the entire agreement of the parties and there are no other promises or conditions in any other agreement whether oral or written. This Agreement supersedes any prior written or oral agreements between the parties. 11. AMENDMENT. This Agreement may be modified or amended if the amendment is made in writing and is signed by both parties. 12. SEVERABILITY. If any provision of this Agreement shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited. 13. WAIVER OF CONTRACTUAL RIGHT. The failure of either party to enforce any provision of this Agreement shall not be construed as a waiver or limitation of that party's right to subsequently enforce and compel strict compliance with every provision of this Agreement. 14. ACCURATE INFORMATION. Consultant cannot be held responsible for the inaccuracy of any information given by the Applicant. The Applicant is required to give the Consultant all proper information that is required to comply with all rules and regulations of the Grant or Funding Program which will be receiving the work product created by this agreement. This agreement holds harmless the Consultant in the event that the Applicant engages in fraudulent activity. 15. COUNTERPARTS. This Agreement may be executed in two (2) or more counterparts, each of which shall be deemed an original and all of which together shall constitute one (1) and the same instrument. Party receiving services (Applicant): City of Newport Beach. [SIGNATURES ON NEXT PAGE.] VCS Consulting Agreement —Page 3 of 4 IN WITNESS WHEREOF, the parties have caused this Agreement to be executed on the dates written below. APPROVED AS TO FORM: CITY ATTORNEY'S OFFICE Date: l Oi4 R /I By. Aaron -C. Harp K"^ l0.17•1 $ City Attorney ATTEST: Date: By: 44M(c bn-- Leilani . Brown City Clerk CITY OF NEWPORT BEACH, a California munici al corporation Date:Q By: C 4 �121 Chip Duncan Fire Chief CONSULTANT: VICKERS CONSULTING SERVICES, INC., a Texas corporation Date: l tvaz By: Brian Vickers President Date: 16) 2 Z ) / 'v By: Andrea Vickers Secretary VCS Consulting Agreement —Page 4 of 4