HomeMy WebLinkAbout04937 - JUDITH SUMICH CONSULTING SERVICES CITY CLERK • • Judith
Consultingng Svc City Clerk
AGREEMENT #4937
CM Signed, 7-25-04
CITY OF PALM SPRINGS
CONTRACT SERVICES AGREEMENT FOR
CONSULTING SERVICES FOR CITY CLERK
THIS CONTRACT SERVICES AGREEMENT (herein "Agreement') is made and entered
into this 25th day of July, 2004, by and between the CITY OF PALM SPRINGS, a municipal
corporation (herein "City') and Judith Sumich, (herein "Contractor').
NOW, THEREFORE, the parties hereto agree as follows:
1.0 SERVICES OF CONTRACTOR
1.1 Scope of Services. In compliance with all of the terms and conditions of
this Agreement, the Contractor shall perform the work or services set forth in the "Scope of
Services" attached hereto as Exhibit "A" and incorporated herein by reference. Contractor
warrants that all work and services set forth in the Scope of Services will be performed in a
competent, professional and satisfactory manner.
1.2 Compliance With Law. All work and services rendered hereunder shall
be provided in accordance with all ordinances, resolutions, statutes, rules, and regulations of
the City and any Federal, State or local governmental agency of competent jurisdiction.
1.3 Licenses, Permits Fees and Assessments. Contractor shall obtain at its
sole cost and expense such licenses, permits and approvals as may be required by law for the
performance of the services required by this Agreement.
2.0 COMPENSATION
2.1 Contract Sum. For the services rendered pursuant to this Agreement,
Contractor shall be compensated in accordance with the "Schedule of Compensation" attached
hereto as Exhibit "B" and incorporated herein by this reference, but not exceeding the maximum
contract amount of Five Thousand Dollars ($5,000) ("Contract Sum").
2.2 Method of Payment. Provided that Contractor is not in default under the
terms of this Agreement, Contractor shall be paid as outlined Exhibit "B" Schedule of
Compensation.
3.0 COORDINATION OF WORK
3.1 Representative of Contractor. Judith Sumich is hereby designated as
being the principal and representative of Contractor authorized to act in its behalf with respect to
the work and services specified herein and make all decisions in connection therewith.
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3.2 Contract Officer. David Read v is hereby designated as being the
representative the City authorized to act in its behalf with respect to the work and services
specified herein and make all decisions in connection therewith ("Contract Officer'). The City
Manager of City shall have the right to designate another Contract Officer by providing written
notice to Contractor.
3.3 Prohibition Aqainst Subcontracting or Assignment. Contractor shall not
contract with any entity to perform in whole or in part the work or services required hereunder
without the express written approval of the City. Neither this Agreement nor any interest herein
may be assigned or transferred, voluntarily or by operation of law, without the prior written
approval of City. Any such prohibited assignment or transfer shall be void.
3.4 Independent Contractor. Neither the City nor any of its employees shall
have any control over the manner, mode or means by which Contractor, its agents or
employees, perform the services required herein, except as otherwise set forth. Contractor
shall perform all services required herein as an independent contractor of City and shall remain
under only such obligations as are consistent with that role. Contractor shall not at any time or
in any manner represent that it or any of its agents or employees are agents or employees of
City.
4.0 INSURANCE, INDEMNIFICATION AND BONDS
4.1 Insurance. The Contractor shall procure and maintain, at its sole cost
and expense, in a form and content satisfactory to City, during the entire term of this Agreement
including any extension thereof, the following policies of insurance:
(a) Commercial General Liability Insurance. A policy of commercial general liability
insurance written on a per occurrence basis with a combined single limit of a least
$1,000,000 bodily injury and property damage including coverages for contractual
liability, personal injury, independent contractors, broadform property damage, products
and completed operations. The General Liability Policy shall name the City of Palm
Springs, its officers, employees, and agents, as additional insured in accordance with
standard ISO additional insured endorsement form CG2010(1185) or equivalent
language.
(b) Worker's Compensation Insurance. A policy of worker's compensation insurance
in such amount as will fully comply with the laws of the State of California and which will
include $1,000,000 employer's liability.
(c) Business Automobile Insurance. A policy of business automobile liability
insurance written on a per occurrence basis with a single limit liability in the amount of
$1,000,000 bodily injury and property damage, Said policy shall include coverage for
owned, non-owned, leased and hired cars.
(d) Additional Insurance. Policies of such other insurance, including professional liability
insurance in a minimal amount of $1,000,000 if contract has professional liability
exposure, as may be required in the Special Requirements.
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All of the above policies of insurance shall be primary insurance. The insurer shall
waive all rights of subrogation and contribution it may have against the City, its officers,
employees and agents, and their respective insurers. In the event any of said policies of
insurance are canceled, the Contractor shall, prior to the cancellation date, submit new
evidence of insurance in conformance with this Section 4.1 to the Contract Officer. No work or
services under this Agreement shall commence until the Contractor has provided the City with
Certificates of Insurance or appropriate insurance binders evidencing the above insurance
coverages and said Certificates of Insurance or binders are approved by the City.
The contractor agrees that the provisions of this Section 4.1 shall not be construed as
limiting in any way the extent to which the Contractor may be held responsible for the payment
of damages to any persons or property resulting from the Contractor's activities or the activities
of any person or person for which the Contractor is otherwise responsible.
In the event the Contractor subcontracts any portion of the work in compliance with
Section 3.3 of this Agreement the contract between the Contractor and such subcontractor shall
require the subcontractor to maintain the same polices of insurance that the Contractor is
required to maintain pursuant to this Section.
4.2 Indemnification. Contractor agrees to indemnify the City, its officers,
agents and employees against, and will hold and save them and each of them harmless from,
any and all actions, suits, claims, damages to persons or property, losses, costs, penalties,
obligations, errors, omissions or liabilities, (herein "claims or liabilities") that may be asserted or
claimed by any person, firm or entity arising out of or in connection with the negligent
performance of the work, operations or activities of Contractor, its agents, employees,
subcontractors, or invitees, provided for herein, or arising from the negligent acts or omissions
of Contractor hereunder, or arising from Contractor's negligent performance of or failure to
perform any term, provision, covenant or condition of this Agreement, whether or not there is
concurrent passive or active negligence on the part of the City, its officers, agents or employees
but excluding such claims or liabilities arising from the sole negligence or willful misconduct of
the City, its officers, agents or employees, who are directly responsible to the City, and in
connection therewith:
(a) Contractor will defend any action or actions filed in connection
with any of said claims or liabilities and will pay all costs and expenses, including legal costs
and attorneys'fees incurred in connection therewith;
(b) Contractor will promptly pay any judgment rendered against the
City, its officers, agents or employees for any such claims or liabilities arising out of or in
connection with the negligent performance of or failure to perform such work, operations or
activities of Contractor hereunder; and Contractor agrees to save and hold the City, its officers,
agents, and employees harmless therefrom;
(c) In the event the City, its officers, agents or employees is made a
party to any action or proceeding filed or prosecuted against Contractor for such damages or
other claims arising out of or in connection with the negligent performance of or failure to
perform the work, operation or activities of Contractor hereunder, Contractor agrees to pay to
the City, its officers, agents or employees, any and all costs and expenses incurred by the City,
its officers, agents or employees in such action or proceeding, including but not limited to, legal
costs and attorneys'fees.
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5.0 TERM
5.1 Term. Unless earlier terminated in accordance with Section 5.2 below,
this Agreement shall continue in full force until September 1, 2005
5.2 Termination Prior to Expiration of Term. Either party may terminate
this Agreement at any time, with or without cause, upon thirty (30) days' written notice to the
other party. Upon receipt of the notice of termination, the Contractor shall immediately cease all
work or services hereunder except as may be specifically approved by the Contract Officer. In
the event of termination by the City, Contractor shall be entitled to compensation for all services
rendered prior to the effectiveness of the notice of termination and for such additional services
specifically authorized by the Contract Officer and City shall be entitled to reimbursement for
any compensation paid in excess of the services rendered.
6.0 MISCELLANEOUS
6.1 Covenant Against Discrimination. Contractor covenants that, by and for
itself, its heirs, executors, assigns and all persons claiming under or through them, that there
shall be no discrimination against or segregation of, any person or group of persons on account
of race, color, creed, religion, sex, marital status, national origin, or ancestry in the performance
of this Agreement. Contractor shall take affirmative action to ensure that applicants are
employed and that employees are treated during employment without regard to their race, color,
creed, religion, sex, marital status, national origin or ancestry.
6.2 Non-liability of City Officers and Employees. No officer or employee of
the City shall be personally liable to the Contractor, or any successor in interest, in the event of
any default or breach by the City or for any amount which may become due to the Contractor or
to its successor, or for breach of any obligation of the terms of this Agreement.
6.3 Conflict of Interest. No officer or employee of the City shall have
any financial interest, direct or indirect, in this Agreement nor shall any such officer or employee
participate in any decision relating to the Agreement which effects his financial interest or the
financial interest of any corporation, partnership or association in which he is, directly or
indirectly, interested, in violation of any State statute or regulation. The Contractor warrants that
it has not paid or given and will not pay or give any third party any money or other consideration
for obtaining this Agreement.
6.4 Notice. Any notice, demand, request, document, consent, approval, or
communication either party desires or is required to give to the other party or any other person
shall be in writing and either served personally or sent by prepaid, first-class mail, in the case of
the City, to the City Manager and to the attention of the Contract Officer, CITY OF PALM
SPRINGS, P.O. Box 2743, Palm Springs, California 92263, and in the case of the Contractor, to
the person at the address designated on the execution page of this Agreement.
6.5 Interpretation. The terms of this Agreement shall be construed in
accordance with the meaning of the language used and shall not be construed for or against
either party by reason of the authorship of this Agreement or any other rule of construction
which might otherwise apply.
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6.6 Integration: Amendment. It is understood that there are no oral
agreements between the parties hereto affecting this Agreement and this Agreement
supersedes and cancels any and all previous negotiations, arrangements, agreements and
understandings, if any, between the parties, and none shall be used to interpret this Agreement.
This Agreement may be amended at any time by the mutual consent of the parties by an
instrument in writing.
6.7 Severability. In the event that part of this Agreement shall be declared
invalid or unenforceable by a valid judgment or decree of a court of competent jurisdiction, such
invalidity or unenforceability shall not affect any of the remaining portions of this Agreement
which are hereby declared as severable and shall be interpreted to carry out the intent of the
parties hereunder unless the invalid provision is so material that its invalidity deprives either
party of the basic benefit of their bargain or renders this Agreement meaningless.
6.8 Waiver. No delay or omission in the exercise of any right or remedy by a
nondefaulting party on any default shall impair such right or remedy or be construed as a
waiver. A party's consent to or approval of any act by the other party requiring the party's
consent or approval shall not be deemed to waive or render unnecessary the other party's
consent to or approval of any subsequent act. Any waiver by either party of any default must be
in writing and shall not be a waiver of any other default concerning the same or any other
provision of this Agreement.
6.9 Attorneys' Fees. If either party to this Agreement is required to initiate or
defend or made a party to any action or proceeding in any way connected with this Agreement,
the prevailing party in such action or proceeding, in addition to any other relief which may be
granted, whether legal or equitable, shall be entitled to reasonable attorney's fees, whether or
not the matter proceeds to judgment.
6.10 Corporate Authority. The persons executing this Agreement on behalf of
the parties hereto warrant that (i) such party is duly organized and existing, (ii) they are duly
authorized to execute and deliver this Agreement on behalf of said party, (iii) by so executing
this Agreement, such party is formally bound to the provisions of this Agreement, and (iv) the
entering into this Agreement does not violate any provision of any other Agreement to which
said party is bound.
IN WITNESS WHEREOF, the parties have executed and entered into this Agreement as of the
date first written above.
CITY OF PALM SPRINGS
ATTES a municipal corporation
B �!✓�
City Clerk City Manager
0� `�AL
J ith Sumich
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EXHIBIT"A"
SCOPE OF WORK
Provide consultant services to City upon specific request of city for:
1. Assist staff with record keeping and record management services;
2. Attend meetings and obtain records required by the office of the City Clerk;
3. Participate in public meetings filling in for City Clerk when City Clerk is absent;
4. Assist with voter registration and election related services;
5. Produce agenda bnd reports; and
6. Evaluate data to ensure compliance with current laws and regulations.
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EXHIBIT "B"
SCHEDULE OF COMPENSATION
Consulting:
Hourly Rate of: $50/hour
Total fee not to exceed $5,000 for this contract, including all services performed and incidental
expenses incurred up to the end of business on September 1, 2005
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EXHIBIT °C"
SPECIAL CONDITIONS
Section 1.3 Certification as CIVIC, Certified Municipal Clerk, must be maintained during the life of
this agreement.
Section 4.1, "Insurance" is eliminated in all items.
Section 4.3, "Performance Bond" is waived.
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