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HomeMy WebLinkAbout10 - Professional Services Agreement - Peggy Ducey (OCRAA). Agenda Item io CITY OF NEWPORT BEACH OFFICE OF THE CITY( MANAGER DATE: August 9, 1999 TO: Mayor and Members of the City Counci FROM: Homer Bludau, City Manager SUBJECT: Agreement for Professional Services BACKGROUND Since December 1997, Peggy Ducey has served as the Executive Director of the Orange County Regional Airport Authority ( OCRAA), a joint powers authority currently composed of fifteen member cities. The goal of OCRAA is to become actively involved in and disseminate accurate information on the reuse planning process of El Toro Marine Corp Air Station (MCAS). . As one of the proponent groups for developing MCAS El Toro into an international airport, OCRAA has the need for staff resources devoted full time to the Authority as the local reuse process proceeds. The City Manager believes the most effective way to accomplish this is for Peggy Ducey to change the status of her position to a full time contractor employed by the City, but directly responsible to the OCRAA Board. The attached Agreement would permit Ms. Ducey to become an independent contractor of the City of Newport Beach so she may devote her time fully to staffing OCRAA. As Executive Director of OCRAA, Ms. Ducey will relocate to an independent office outside of Newport Beach. The term of the Agreement is one year, with the ability to renew if desired, or to terminate with the concurrence of both the City and the Contractor. Upon termination of the agreement, the City shall re- employ Ms. Ducey as the Deputy City Manager, or the City shall provide severance pay. The monthly contract amount is $12,500, or an annual sum of $150,000. Currently, Ducey's salary and benefits cost equals $132,187. However, this cost does not include the City's PERS contribution, since currently the City is overfunded in its employer PERS contribution. As a private contractor, Ms. Ducey will be responsible for costs that are not currently covered by the City, including both employer and employee social security benefits at 15 %, office rent and operational costs, and local travel costs. In addition, she loses a year in the public employee retirement system. The City Manager believes that the purpose of OCRAA in support of an international airport at El Toro can best be Ol served by having Ms. Ducey directly answerable to the OCRAA Board as an independent consultant hired by the City. Authorize City Manager to sign Professional Consulting Agreement with Peggy Ducey. 1._.J 0 . PROFESSIONAL SERVICES AGREEMENT THIS AGREEMENT, entered into this 15"' day of August, 1999, by and between CITY OF NEWPORT BEACH , a Municipal Corporation "City," and Peggy Ducey, "Contractor," is made with reference to the following: RECITALS A. City is a municipal corporation and Charter City duly organized and validly existing under the laws and Constitution of the State of California. B. City advocates a commercial aviation reuse of MCAS El Toro ( "Project"). C. City desires to engage Contractor to serve as Executive Director of the Orange County Regional Airport Authority ( OCRAA). D. City has reviewed the previous experience and evaluated the expertise of Contractor, and desires to contract with Contractor under the terms of conditions provided in this Agreement. NOW, THEREFORE, it is mutually agreed by and between the Parties as follows: 1. TERM The term of this Agreement shall commence on the 1511' day of August, 1999, and shall terminate on the 15"' day of August, 2000, unless terminated earlier as provided in Section 17. 2. SERVICES TO BE PERFORMED Contractor shall serve as Executive Director of the Orange County Regional Airport Authority ( OCRAA), and as such, shall answer directly to the OCRAA Board. 1 3. COMPENSATION TO CONTRACTOR 0 City shall pay Contractor the sum of twelve thousand five hundred dollars ($12,500.00) per month. No modification to compensation shall be made during the term of this Agreement without the prior written approval of City and Contractor. Contractors compensation for all work performed in accordance with this Agreement shall not exceed the total contract price of one hundred fifty thousand dollars ($150,000.00) subject to the provisions of subsection 3.2. 3.1 City shall pay Contractor monthly fee in advance on or before the 15` day of each month. 3.2 Contractor shall not receive any compensation for extra work without prior written authorization of the Project Administrator. 0 3.3 City shall reimburse Contractor for those costs or expenses which have been specifically approved in this Agreement, or which had been specifically approved in advance by the Project Administrator. Such costs may include the following: A. Actual cost of data processing, reproduction, telephone, and postage. B. Actual cost of meals, lodging, airfare or transportation. 3.4 Contractor shall be paid pro rata for providing services during the month of August, 1999 and August, 2000. 4. STANDARD OF CARE All of the services shall be performed by Contractor or under Contractors supervision. Contractor shall perform all services in a manner commensurate with the community professional standards. Contractor represents and warrants to City that she 2 has, or shall obtain, all required licenses, permits, qualifications and approvals. Contractor further represents and warrants that it shall keep in effect all such licenses, permits and other approvals during the term of this Agreement. 5. INDEPENDENT PARTIES City retains Contractor on an independent contractor basis and Contractor is not an employee of City. The manner and means of conducting the work are under the control of Contractor, except to the extent they are limited by statute, rule or regulation and for the express terms of this Agreement. Contractor shall have the responsibility for and control over the details and means of performing the work provided that Contractor is compliance with the terms of this Agreement. 6. COOPERATION . Contractor's governing board is the Orange County Regional Airport Authority (OCRAA). Contractor agrees to work closely with City's designated representatives, as is required to fulfill the policy goals of OCRAA. City agrees to cooperate with the Contractor on the Project. 7. CONFORMANCE TO APPLICABLE REQUIREMENT All work prepared by Contractor shall conform to applicable city, county, state and federal law, regulations and permit requirements and shall be subject to approval of the Project Administrator and City. 9. HOLD HARMLESS Contractor shall indemnify, defend, save and hold harmless City, its City Council, boards and commissions, officers and employees from and against any and all loss, damages, liability, claims, allegations of liability, suits, costs and expenses for damages of any nature whatsoever, including, but not limited to, bodily injury, death, 3 personal injury, property damages, or any other claims arising from any and all acts or omissions of Contractor, its employees, agents or subcontractors in the performance of services or work conducted or performed pursuant to this Agreement. This indemnity shall apply even in the event of negligence of City, or its employees, or other contractors, excepting only the sole negligence or willful misconduct of City, its officers or employees, and shall include attorneys' fees and all other costs incurred in defending any such claim. Nothing in this indemnity shall be construed as authorizing, any award of attorneys' fees in any action on or to enforce the terms of this Agreement. 11. PROHIBITION AGAINST TRANSFERS Contractor shall not assign, sublease, hypothecate or transfer this Agreement, any of the services to be performed under this Agreement, or any of the consideration to received pursuant to this Agreement, directly or indirectly, by operation of law or otherwise, without the prior written consent of City. Any attempt to do so without consent of City shall be null and void. 12. ADMINISTRATION This Agreement will be administered by the City Manager who shall be considered the Project Administrator and have the authority to act for City under this Agreement. The Project Administrator or his /her authorized representative shall represent City in all matters pertaining to the services to be rendered pursuant to this Agreement, and shall have regular communication with members of the OCRAA Board regarding contract performance. 13. RECORDS Contractor shall keep records and invoices in connection with the work to be performed under this Agreement. Contractor shall maintain complete and accurate 4 it records with respect to the costs incurred under this Agreement. All such records shall be clearly identifiable. Contractor shall allow a representative of City to examine, audit and make transcripts or copies of such records during normal business hours. Contractor shall allow inspection of all work, data, documents, proceedings and activities related to the Agreement for a period of one (1) year from the date of final payment under this Agreement. 14. CITY'S RIGHT TO EMPLOY OTHER CONTRACTORS City reserves the right to employ other Contractors in connection with the Project. 15. CONFLICTS OF INTEREST a.. The Contractor or its employees may be subject to the provisions of the California Political Reform Act of 1974 (the "Act "), which (1) requires such persons to disclose financial interest that may foreseeably be materially affected by the work performed under this Agreement, and (2) prohibits such persons from making, or participating in making decisions that will foreseeably financially affect such interest. b. If subject to the Act, Contractor shall conform to all requirements of the Act. Failure to do so constitutes a material breach and is grounds for termination of this Agreement by City. Contractor shall indemnify and hold harmless City for any and all claims for damages resulting from Contractor's violation of this Section. 0 16. NOTICES 0 All notices, demands, requests or approvals to be given under this Agreement shall be given in writing and conclusively shall be deemed served when delivered personally or on the third business day after the deposit thereof in the United States mail, postage prepaid, first class mail, addressed as hereinafter provided. All notices, demands, requests or approvals from Contractor to City shall be addressed to City at: Attention: City Manager City of Newport Beach 3300 Newport Boulevard P. O. Box 1768 Newport Beach, CA, 92658 -8915 (714) 644 -3000 Fax 644 -3020 All notices, demands, requests or approvals from City to Contractor shall be addressed to Contractor at: Peggy Ducey Orange County Regional Airport Authority 11222 Acacia Parkway Garden Grove, CA 92840 17. EXPIRATION OF AGREEMENT Upon expiration of this agreement, City shall re- employ Contractor as Newport Beach Deputy City Manager at rate of pay for contractor effective July 1, 1999, or Contractor shall receive severance pay equal to one -half of the annual contract amount. 18. TERMINATION a. City may terminate this Agreement without cause at any time during the term. In such event, City shall pay Contractor the remainder of the sum P that the Contractor would have been paid absent the termination, and one half of the annual contract amount ($75,000). b. City shall furnish Contractor with 60 days written notice of the intent to terminate this Agreement prior to the effective date of termination. c. Upon termination or expiration of this agreement, contractor agrees not to seek or accept employment, or to contract with any person, entity, or public agency to provide services solely to oppose the reuse of MCAS El Toro as a commercial airport. This prohibition shall be effective for one year from date of expiration or termination of this Agreement. 19. WAIVER A waiver by either party of any default or breach, of any term, covenant or condition contained herein shall not be deemed to be a waiver of any subsequent breach of the same or any other term, covenant or condition, whether of the same or a different character. 20. INTEGRATED CONTRACT This Agreement represents the full and complete, understanding of every kind or nature whatsoever between the Parties hereto, and all preliminary negotiations and agreements of whatsoever kind or nature are merged herein. No verbal agreement or implied covenant shall be held to vary the provisions herein. Any modification of this Agreement will be effective only by written execution signed by both City and Contractor. 7 IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed on the day and year first written above. APPROVED AS TO FORM: Robert H. Burnham City Attorney City of Newport Beach ATTEST: By: LaVonne Harkless City Clerk CITY OF NEWPORT BEACH A Municipal Corporation By: Homer Bludau City Manager City of Newport Beach CONTRACTOR In Peggy Ducey 0