HomeMy WebLinkAbout04805 - JEANNE GOODRICH LIBRARY MANAGEMENT CONSULTANT Jeanne Goodrich
Library Consultant
AGREEMENT #4805
CM signed 12-17-03
CITY OF PALM SPRINGS
CONTRACT SERVICES AGREEMENT FOR
LIBRARY STRATEGIC PLANNING CONSULTING SERVICES
THIS CONTRACT SERVICE$ AGREEMENT (herein "Agreement') is made and
entered into this0day of•--to1&� 63, by and between the CITY OF PALM SPRINGS,
a municipal corporation (herein "City") and Jeanne Goodrich, Library Management
Consultant (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 eighteen thousand five hundred and ninety two dollars
($18,592) ("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.
MD
AND/OR P R3FI":ge Pry R l
3.0 COORDINATION OF WORK
3.1 Representative of Contractor. Jeanne Goodrich 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. Barbara L. Roberts 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 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.
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.
5.0 TERM
5.1 Term. Unless earlier terminated in accordance with Section 5.2
below, this Agreement shall continue in full force until June 30, 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. 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.
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.
Agreema enni,-�¢ u nder S25,0001
LIBRARY BOARD OF TRUSTEES y cve e:.'ed m=.rd appl-01/ed by
1nn)-ccuremen t a iCo nlff2crnnng
By T2 Oa unanaOeIl'
CITY OF PALM SPRINGS,
a municipal corporation
CyATTES: City Clerk B JCJ Manager
(CONTRACTOR SIGNATURE ON NEXT PAGE)
d �^
CONTRACTOR: Check one:_Individual_Partnership_Corporation
Corporations require two notarized signatures: One from each of the following. A. Chairman of Board,President,orany Vice
President:AND B.Secretary,Assistant Secretary,Treasurer,Assistant Treasurer,or Chief Financial Officer).
By: By:
Sign q ure notarized) Signature )notarized)
11 r--
Name: J -'6r1.11 6ec It Il I & Name:
Title: 0 Title:
State of NQ90 ft-1 Stale of
County ofNalfv i"Ima iss County of )SS
O 0'. '?,ovabefore me Si t5Gnt U Cad ,ri��
_ On_ ._ _ before me,
personally appeared Jean` 6 Cioodkln.ub personally appeared
personally known to me (or proved to me on the basis of personally known to me for proved to me on the basis of
satisfactory evidence)to be the person(s)whose name(s) satisfactory evidence) to be the persons)whose nome(s)
is/are subscribed to the within instrument and is/are subscribed to the within instrument and
acknowledged to me that he/she/they executed the some acknowledged to me that he/she/they executed the some
in his/her/[heir authorized capacity(ies), and that by in his/her/their authorized capacity(ies), and that by
his/her/their signature Is)on the instrument the person(s),or his/her/their signalure(s)on the instrument the person(s),or
the entity upon behalf of which [he person(s) acted, the entity upon behalf or which [he persons) acted,
executed the instrument. executed the instrument.
WITNESS my hand and official seal. (q e WITNESS my hand and official seal.
Notary Signatur�(E�i�.�f)& j CD'`-°w'�-Q_�_ Notary Signature:
Notary Seal: Notary Seal:
�EFIt71AL9�AP:
��r:� i��4 J:ksOtEf�JCK
" nP�'�FviY�t�tlLlc-6i���oN
�1'.yCOTJfM')��'I�<9�� JIfV'�M'AP.CB 3,2007
)
EXHIBIT "A"
SCOPE OF SERVICES
The City's Library Services Department will be undertaking a strategic planning process
based on community evaluation and need. The product of this process will be a written
plan containing measurable goals and objectives to guide Library Services through the next
five years.
The Contractor shall assist the City in conducting the strategic planning process and
coordinate the development of the resultant written plan. The Contractor's services will be
used in the following steps of this strategic planning process:
Step 1: Train staff, the Board of Trustees and the City Manager in the process to be used
and their role in it.
Date: November 12, 2003
Step 2: Facilitate two meetings of community members and stakeholders to examine
the demographics, long range plans, and community vision of the City and to
choose the top library service responses to meet the needs of the community as
described.
Date: On or about December 3, 2003 and January 14, 2004.
Step 3: Provide training to staff on writing measurable goals and objectives.
Date: On or about January 28, 2004.
Step 4: Review final draft plan developed by City Librarian and staff and provide final
suggestions editing goals an objectives.
Date: On or about February, 2004
Optional Services:At the direction of the Contract Officer,the following additional services
may be required:
Step 5: Facilitate staff meetings to aid in writing objectives specific to internal library
services.
Step 6: Present workshop to administrative staff on resource allocation to support the
plan.
As the Contractor has no employees, the requirement of Section 4.1(b) for Worker's
Compensation Insurance is waived.
EXHIBIT "B"
SCHEDULE OF COMPENSATION
Total Compensation: Total compensation shall not exceed $18,592.00,
Payment Schedule: Compensation shall be paid upon completion of the following portions
of the scope of work:
Step 1 $2,656
Step 2 First Meeting $2,656
Second Meeting $2,656
Step 3 $2,656
Step 4 $2,656
Optional Services: If elected by the Contract Officer, Optional Services will be
compensated at the completion of each step at the following rates:
Step 5: $2,656
Step 6: $2,656
The Library Board of Trustees has approved that the funds for this consultant shall be
paid from the Library Trust Fund.
Nov 21 03 09: 09a Jim Nelson State Farm Ins 503GS44513 P. 3
NOVEMBER 07, 2003
Fire Policy Status
ADDL INSURED - SECTION II
COUNTY OF SOLANO
ITS OFFICERS, EMPLOYEES,
VOLUNTEERS & ELECTIVE &
APPOINTIVE BOARDS
1150 KENTUCKY ST
FAIRFIELD CA 94533-5761
ADDL INSURED - SECTION II Prem adj : YRBUS $ 1
MULTNOMAH COUNTY LIBRARY
ADMINISTRATION
C/O SUE ROBINSON
205 NE RUSSELL ST
PORTLAND OR 97212-3705
',ADDL INSURED - SECTION II
HRUCE JOHNSON SR
PROCUREMENT SPECIALIST CITY Move-in: O
3200 E TAHQUITZ CANYON WAY Entry: JAN-17-01
PALM SPRINGS CA 92262-6959 FMP seg: 99
PROPERTY LOCATIONS
LOC CMPX ADDRESS LIABILITY
STCLS BLD AMT CONTENTS PREMIUM EXPOSURE LIMIT PREMIUM
001 3424 NE 25TH AVE PORTLAND OR 97212
862 6400 75 ISO 1000000
Nov 21 03 09: 09a Jim Nelson State Farm Ins 5036844513 p. 2
NOVEMBER 07, 2003
Fire Policy Status
Ph. (ODO) 000-0000
GOODRI'CH, JEANNE D FIRE Policy: 97-CW-7646-3 F Yr issd: 2001
3424 NE 25TH AVE Xref :
PORTLAND OR 97212-2507
Location: 3424 NE 25TH AVE
PORTLAND OR 97212
Term: CONT
Type : BUSINESS-OFFICE Renew date : JAN-11-04
Coverage information Premium: 281 . 00 Written date : JAN-11-01
PREV BAL 9 . 13
B-BUSN PROP 6400
C-LOSS INC ACT LOSS
6 End act 10/31/03
L-BUSN LIAB _1000Q_00_, Amount due : 9 . 13
GEN-AGGREGT 2000000 Date due : W RNEW
Bill to: INSD
M-MFD/PERSN 5000
Prev prem: 233
Prev risk: 6 , 200
Deductibles applied: 500 ALL PER OTHER DED MAY APPLY
Messages :
Year built : 1942 Constr : FRAME
Zone : 02
Sub zone : 01
INSURANCE APPROVAL FORM
PROJECT NAME: Library Strategic Panning Consulting Services
CONTRACTOR NAME: Jeanne Goodrich (Library Management Consultant)
PROJECT NUMBER: N/A
TYPE OF INSURANCE: Automotive Insurance
NAME OF INSURER: None
RATING OF INSURER: None
EXPLANATION FOR WAIVER:
While the Consultant has not provided evidence of automotive insurance, no motor vehicles will
be used in the performance of this contract.
BRLJCE_J H S N
Senior Contrbcting Specialist
Lmz
VID H. R DY
ity Man