Agmt 2004 MBIA MuniServices Company

Home

CONSULTANT SERVICES AGREEMENT This Consultant Services Agreement (hereinafter "Agreement") is made as of ~~il 14, 2004 , by and between MBIA MuniServices Company, a wholly owned subsidiary of MBIA Inc. with an office at 7335 N. Palm Bluffs Drive, Fresno, CA 93711 (hereinafter "MMC"), and the City of San Leandro, a municipal corporation of the State of California (hereinafter "CITY"). 1. SERVICES Subject to the terms and conditions set forth herein, MMC shall provide to CITY those services set forth in Addenda attached hereto in exchange for the fees set forth in the Addenda. Upon mutual agreement, MMC and CITY may add services to be performed by MMC for CITY under this Agreement by executing additional Addenda. Such additional Addenda shall contain, at a minimum, a description of the services to be performed, the anticipated compensation for such services, and any additional terms required to give effect to the request for services (collectively "Services"). Such additional Addenda shall be signed by representatives of CITY and MMC having authority to so bind the parties. MMC shall provide the Services in the manner specified in each applicable Addendum. MMC shall not be required to perform, nor CITY be required to pay for, services not contained in an applicable Addendum. 2. INDEPENDENT CONTRACTOR STATUS MMC is an independent contractor, and not an employee of CITY, who will be engaged in providing consulting services for CITY. Nothing in this Agreement shall be interpreted or construed as creating or establishing the relationship of employer and employee between CITY and MMC or between CITY and any employee or agent of MMC. Both parties aclaiowledge that MMC is not an employee for state or federal tax purposes. MMC shall retain the right to perform services for others during the term of this Agreement. Nothing in this Agreement shall be construed as creating a partnership, joint venture, or designating MMC as an agent of CITY. MMC shall have no authority to bind, contract, or obligate CITY, financially or otherwise. CITY shall not have any right to control the means by which MMC performs the Services including the facilities used, the employees, contractors, or agents assigned by MMC. MMC shall be responsible for any subcontracts entered into in the course of performance of the Services for CITY and MMC shall be solely responsible for payment to the subcontractors. 3. COMPENSATION 3.1 In consideration for the Services to be performed by MMC, CITY agrees to pay MMC the rates set forth in each applicable Addendum. 3.2 MMC shall submit timely invoices for all services rendered in accordance with each applicable Addendum. Payment will be made to MMC within thirty (30) days of receipt of MMC's invoice therefore. Any amounts which remain unpaid after thirty (30) days shall accrue interest at the rate of one and one-half percent (1.5%) per month, or the maximum amount permitted by law. 3.3 MMC shall be responsible for all costs and expenses incident to the performance of Services for CITY, including but not limited to, all costs of equipment provided by MMC, all fees, fines, licenses, bonds or taxes required of or imposed against MMC and all other of MMC's costs of doing business. CITY shall not be responsible for expenses incurred by MMC in performing Services for CITY, except as noted in an applicable Addendum, or such expenses that receive prior written approval from CITY. 4. CONFIDENTIALITY 4.1 During the term of this Agreement, each party may have access to certain confidential information of the other including such party's products, services, technical data, trade secrets, inventions, processes, and constituent information. All such information shall be deemed "Confidential Information" whether or not identified as such. Each party shall use the Confidential Information of the other solely for performance of this Agreement, and all Confidential Information shall remain the sole property of the respective parties. With regard to Confidential Information, each party shall use the same care as it uses to maintain