HomeMy WebLinkAboutContracts & Agreements_19-1991_CCv0001.pdf CONSULTING AGREEMENT
1. PARTIES•
The parties to this agreement are the City of Redlands,
California, a municipal corporation, hereinafter called "City, " and
Project Management Facilitators, a wholly-owned proprietorship,
hereinafter called "Consultant. "
2 . RECITALS:
2 . 1 City's Council wishes to retain the services of Consul-
tant as City Manager.
2 .2 City's Council has determined that it is in the best
interest of the City that Consultant be retained as City Manager
and therefore this agreement is executed.
2 . 3 It is the express intention of the parties that Consul-
tant is an independent contractor and not an employee or agent of
the City. Nothing in this Agreement shall be interpreted or con-
strued as creating or establishing the relationship of employer and
employee between Consultant and City or any employee or agent of
Consultant. Both parties acknowledge that Consultant is not an
employee for state tax, federal tax, or any other purpose.
Consultant shall retain the right to perform services for others
during the term of this Agreement.
3 . TERMS•
3 . 1 City hereby retains Consultant to perform the functions
and duties set forth in Chapter 2 . 04 of Title II of the Redlands
Municipal Code as amended from time to time, as well as such other
functions and duties as City's Council may assign. Consultant will
determine the method, details and means of performing the above-
described services. City shall have no right to, and shall not,
control the manner or determine the method of accomplishing
Consultant's services.
3 . 2 Consultant hereby agrees to perform such functions and
duties to the best of his ability and in an efficient and competent
manner.
3 . 3 This agreement will become effective on March 1, 1991
and will continue in effect until terminated as provided in Section
3 . 5.
3.4 City shall pay Consultant $10, 000 per month. City' s
Council may increase that compensation from time to time at its
pleasure and following Council 's review of Consultant' s
performance.
3 .5 Either party has the right to terminate this agreement,
with or without cause, upon thirty (30) days written notice, or, if
exercised by City, the City shall have the additional option of
providing pay in lieu thereof. Any termination under this section
shall be without any right of appeal or hearing.
3. 6 City agrees to provide office space, furniture, secre-
tarial assistance, and such other personnel and equipment as it may
SE N40902 -2-
decide from time to time. City agrees to furnish a vehicle for use
related to the duties as City Manager. Consultant shall be
reimbursed for all sums necessarily incurred or paid by him in the
performance of his duties, or incurred when traveling on business
pertaining to the City under the direction of the City Council.
3 .7 It is expressly agreed that Consultant shall not be
entitled to any benefits or compensation except as expressly set
forth herein.
3 .8 City agrees that Consultant is not bound to an eight (8)
hour day or forty (40) hour week attendance requirement, but shall
devote such time as is necessary to successfully and efficiently
perform the duties and responsibilities of City Manager. Matters
temporarily taking Consultant away from duties under this agreement
shall be as arranged from time to time by the City's Mayor or Mayor
Pro Tempore.
3 .9 City acknowledges and agrees that Consultant may function
as a general consultant to other municipalities. However, such
consulting shall be at no cost to City (i.e. , Consultant will not
use City telephone, clerical or other City's assets in performing
such activities) .
3 . 10 City will issue a no-cost business license to consultant
in consideration for entering into this agreement.
3 . 11 city requires that Consultant establish a residence for
its principal representative, James D. Wheaton, in the City of
Redlands within a reasonably short time after execution of the
agreement.
SEN40902 -3-
3 . 12 Nothing herein shall be deemed to excuse a breach by
Consultant of any provision of this Agreement, or to provide to
Consultant any compensation or remedy other than termination of
this Agreement should such breach by Consultant occur.
3 . 13 This Agreement supersedes any and all other Agreements,
either oral or in writing, between the parties hereto with respect
to the employment of Consultant by the City and contains all of the
covenants and agreements between the parties with respect to that
employment in any manner whatsoever. Each party to this Agreement
acknowledges that no representation, inducements, promises, or
agreements, orally or otherwise, have been made by any party, or
anyone acting on behalf of any party, which are not embodied
herein, and that no other agreement, statement or promise not
contained in this Agreement shall be valid or binding on either
party.
3 . 14 Any modification of this Agreement will be effective only
if it is in writing and signed by the parties.
3 . 15 Neither this Agreement nor any duties or obligations
under this Agreement may be assigned by Consultant without the
prior written consent of City.
3 . 16 Consultant shall indemnify and hold City harmless against
any and all liability imposed or claimed, including attorneys' fees
and other legal expenses, arising directly or indirectly from any
act or failure of Consultant or Consultant's assistants, employees,
or agents, including, but not limited to, all claims relating to
the injury or death of any person or damage to any property.
BEN40902 -4-
Consultant agrees to maintain a policy of insurance acceptable to
City to cover any such claims.
Dated this 23rd day of April 1991.
CITY OF REDLANDS
("CITY")
r
By
Y yor,Chd-2' . DeNirjyn '
PROJECT MANAGEMENT FACILITATORS
("CONSULTANT")
By:
J�ES D. WaVATON
BEN40902 -5-