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HomeMy WebLinkAbout04905 - KATHLEEN HART CHIEF DEPUTY CITY CLERK CONULTING SERVICES Kathleen Hart Chief Deputy City Clerk AGREEMENT #4905 CM signed 6-30�04 CITY,OF PALM SPRINGS CONTRACT SERVICES AGREEMENT FOR Consulting Services as Chief Deputy City Clerk .THIS CONTRACT SERVICES AGREEMENT (herein "Agreement") is made and entered into this 28th day of June, 2004, by and between the CITY OF PALM SPRINGS, a municipal corporation (herein "City") and Kathleen Hart (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 Twenty Thousand Doilars ($20,000) ("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 in Exhibit "B" Schedule of Compensation. 3.0 COORDINATION OF WORK 3.1 Representative of Contractor. Kathleen Hart 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. 3.2 Contract Officer. Patricia Sanders 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 Against Subcontracting or Assignment, Contractor shall not contract with any entity to perform in whole or in part the work or services required hereunder HAUSERSVPPUBLIOStandard Service Agreements\Kathie Hart,Chief Deputy City Clerk.wpd June 25,2004(3:41pm) -1- maybe 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 Contractorshall 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 at least $1,000,000 bodily injury and property damage including coverages for contractual liability, personal injury, independent contractors, broad form property damage, products and completed operations.The Commercial General Liability Policy shall name the City of Palm Springs as an 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 an amount which fully complies with the statutory requirements of the State of California and which includes $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. Additional limits and coverages, which may Include professional liability insurance, will be specified in Exhibit B. All of the above policies of insurance shall be primary insurance. (Reference Section 4.4 regarding sufficiency.) 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, endorsements or appropriate insurance binders evidencing the above insurance coverages and said Certificates of Insurance, endorsements, 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 persons 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. HAUSERSVPPUBLIMStandard Service AgreetnentsTwlue Hart,Chief Deputy City Clerk.wpd June 25,2004(3:41prn) -2- 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 orclaimed byany 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) Contractorwill promptly pay anyjudgment 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 oremployees 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. 4.3 Performance Bond. Concurrently with execution of this Agreement, Contractor shall deliver to City a performance bond in the sum of the amount of this Agreement, in the form provided by the City,which secures the faithful performance of this Agreement, unless such requirement is waived by the Contract Officer. The bond shall contain the original notarized signature of an authorized officer of the surety and affixed thereto shall be a certified and current copy of his power of attorney. The bond shall be unconditional and remain in force during the entire term of the Agreement and shall be null and void only if the Contractor promptly and faithfully performs all terms and conditions of this.Agreement. 4.4 Sufficiency of Insurer or Surety. Insurance or bonds required by this Agreement shall be satisfactory only if issued by companies qualified to do business in California, rated"A"or better in the most recent edition of Best's Key Rating Guide or in the Federal Register, unless such requirements are waived by the City Manager or designee of the City Manager due to unique circumstances. In the event the City Manager determines that the work or services to be performed under this Agreement creates an increased or decreased risk of loss to the City,the Contractor agrees that the minimum limits of the insurance policies and the performance bond required by this Section 4 may be changed accordingly upon receipt of written notice from the City Manager or designee; provided that the Contractor shall have the right to appeal a determination of increased coverage by the City Managerto the City Council of City within ten(10)days of receipt of notice from the City Manager. 5.0 TERM 5.1 Term. Unless earlier terminated in accordance with Section 5.2 below, this Agreement shall continue in full force until the end of the day on October 1,2004. 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. HAUSERMPPUBLIMStandard Service Agrmments\Kathie Hart,Chief Deputy City Clerk.wpd June 25,2004(3:41pm) -3- 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 anythird 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. 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 SeiLerability. 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 shaft 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. HAUSERMPPUBLIOStandard Service Ayn'eemeats\%athie Hart,Chief Deputy City Clerk.wpd June 25,2004(3:41pm) -4- 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 parry's consent to or approval of any act by the other party requiring the parry's consent or approval shall not be deemed to waive or render unnecessary the other parry'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 anyway 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. SIGNATURES ON NEXT PAGE HAUSERMPPUBLIC\Standard Service Agreements\Kathie Hart,Chief Depaly City Clerk.wpd June 25,2004(3:41pm) -5- IN WITNESS WHEREOF, the parties have executed and entered into this Agreement as of the date first written above CITY OF PALM SPRINGS a municipal corporation , City Clerk City M96a er_ r CONTRACTOR: Check one:individual Partnership_Corporation 6/�OA By: By: Signature(notarized) Signature(notarized) nn� Y� �,� J Name: ��ti\� �fX\.�— 1/ � �IJV�� Name: Title: �\CVA'U Title: (This Agreement must be signed in the above space by one of This Agreement must be signed in the above space by one of the following:Chairman of the Board,President or any Vice the following: Secretary,Chief Financial Officer or any President) Assistant Treasurer) 11� State of State of 1 County of ss County of s5 - On before me, On before me, , personally appeared personally appeared personally known to me(or proved to me on the basis of satisfactory personally known to me(or proved to me on the basis RsailRactory evidence)to be the person(s)wl 'me( m e(s)is'no subscribed to the evidence)to be the person(s)whose name(s)is/are subscribed to the within aitruaamtand acknowledgedto me thathe/she/ticyexecntvd the within instrumentand acknowledged to methathe/she/they executed the same in his/her/their authorized capacity(ies),and that by his/leer/their same in his/her/their authorized capacity(ies),and that by bis/her/their signature(s)on the instrument theperson(s),or the entity upon behalf of signature(s)on the instrument the person(s),or the entity upon behalf of which the persons)acted,executed the instrment. which the person(s)acted,executed the instrument. WITNESS my hand and official seal. WITNESS my hand and official seal, Notary Signature; Notary Signature; Notary Seal: Notary Seal: MUSERMPPUBLIMStandard Service Agreements\Kathie Hart,Chief Deputy City Clerk.wpd June 25,2004(3:41pm) -6- 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 and reports; and 6. Evaluate data to ensure compliance with current laws and regulations. H:\USERS\WPPUBLJC\Standard Service Agreennents\Kathie Hart,Chief Deputy City Clerk.wpd June 25,2004(141pm) -7- EXHIBIT "B" SCHEDULE OF COMPENSATION Consulting: Hourly Rate of: $42/hour Total fee not to exceed $20,000 for this contract, including all services performed and incidental expenses incurred up to the end of business on October 1, 2004. HAUSBRMPPUBLIOStandard Service Agreements\Kathie Halt,Chief Deputy City C1erk.wpd June 25,2004(3;4Ipm) -8- 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. HAUSBRMPPUBLIOStandard Service Agreements\Kathie Hart,Chief Deputy City Clerk.wpd June 25,2004(3:41ptn) -9-