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HomeMy WebLinkAbout04030 - ROBINETT VIRTUAL UNIVERISITY DESERT MUSEUM i • PALM sp City of Palm Springs O� P� _ti c Office of the City Clerk « (760) 323-8205 Y 0��4� Ctt,FpR V MEMORANDUM Date: From: City Clerk , �t AGREEMENT# [`T� 1� �-S Please let us know the status of the above agreement, and if it may be closed. (to 5'r`C Z-Wc '7o, STATUS: _ i COMPLETED: L(�t ti REMAIN OPEN UNTIL: —� 1 Date & Initials CLOSE AGR — Signat Terri L. Robinett _PS Library Virtual Univ.Proj. • • Classes for Desert Museum AGREEMENT #4030 CM Signed, 10-12-98 CITY OF PALM SPRINGS PROFESSIONAL SERVICES AGREEMENT FOR PALM SPRINGS PUBLIC LIBRARY VIRTUAL UNIVERSITY PROJECT THIS CONTRACT SERVICES AGREEMENT (herein "Agreement") is made and entered into this sixteenth (16th) day of September, 1998, through October 19, 1998 by and between the City of Palm Springs, a municipal corporation (herein referred to as "City") and Terri L. Robitiett, (herein referred to as "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 and 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 as may be required by law for the performance of the services required by this Agreement. Required permits under the control of the City shall be granted to the Contractor at no cost but subject to normal approval policies and procedures of the City. Fees and assessments under the control of the City shall also be waived. 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" but not exceeding the maximum contract amount of one-thousand six-hundred twenty dollars ($1,620) ("Contract Sum") and incorporated herein by this reference. 3.0 COORDINATION OF WORK 3.1 Representative of Contractor. Terri Robinett is hereby designated as being the principal and representative of Contractor authorized I to act in its behalf with respect to the work and service specified herein and make all decisions in connection therewith. 3.2 Contract Officer. The City Librarian 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 Librarian shall have the right to designate another Contract Officer by providing written notice to Contractor. 3.3 Prohibition Against Subcontracting or Assignment. Con- tractor 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. Contractor shall perform all services required hereunder as an independent contractor of City such that the City shall have no control over the manner, mode or means by which Contractor performs services and Contractor shall have only such obligations as are consistent with its role as an independent contractor. 4.0 INSURANCE AND INDEMNIFICATION 4.1 Insurance. The Contractor shall procure and maintain, at its sole cost and expense, in a form and content satisfactory to City, durhig the entire term of this Agreement including any extension thereof, the following policies of insurance: (a) Comprehensive General Liability Insurance. A policy of comprehensive general liability insurance written on a per occurrence basis in an amount not less than either (i) a combined single limit of $1,000,000 or (ii) bodily injury limits of $500,000 per person, $1,000,000 per occurrence (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 shall indemnify, insure and provide legal defense for both the Contractor and the City against any loss, claim or damage arising from any injuries or occupational diseases occurring to any worker employed by or any persons retained by the Contractor in the course of carrying out the work or services contemplated in this Agreement. (c) Automotive Insurance. A policy of comprehensive auto- mobile liability insurance written on a per occurrence basis in an amount not less than either (i) bodily injury liability limits of $500,000 per person and $1,000,000 per occurrence and property damage liability limits of $250,000 per occurrence and $500,000 in the aggregate or (ii) combined single limit liability of $1,000,000. Said policy shall include coverage for owned, non- owned, leased and hired cars. All of the policies of insurance shall be primary insurance and shall name the City, its officers, employees and agents as additional insureds. 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. All of said policies of insurance shall provide that said insurance may not be amended or canceled without providing thirty (30) days prior written notice by registered main to the City. 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. All certificates shall name the City as additional insured (providing the appropriate endorsement) and shall conform to the following "cancellation" notice: CANCELLATION: SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELED BEFORE THE EXPIRATION DATED THEREOF, THE ISSUING COMPANY SHALL MAIL THIRTY (30) DAY ADVANCE WRITTEN NOTICE TO CERTIFICATE HOLDER NAMED HEREIN: (to be initialed) Agent initials 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 of any person or persons for which the Contractor is otherwise responsible. The insurance 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 Rating guide, The Key Rating Guide or in the Federal Register, and only if they are of a financial category class VII or better, unless such requirements are waived by the Director of Administrative Services or designee of the City due to unique circumstances. 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, including paying any legal costs, attorneys fees, or paying any judgment (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 or services 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, but excluding such claims or liabilities to the extent caused by the negligence or willful misconduct of the City. 5.0 TERM 5.1 Term. Unless earlier terminated in accordance with Section 5.2 below, this Agreement shall continue in full force and effect until October 19, 1998. 5.2 Termination Prior to Expiration of Term. Contractor shall serve at the pleasure of the City which may terminate this Agreement, with or without cause, at any time. Contractor may terminate this Agreement, with or without cause, with thirty (30) day written prior notice. In the event of such termination contractor shall be paid for services rendered up to the termination date and shall not receive any further payment. 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, 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 care of the City, to the City Librarian, Contract Officer, 300 South Sunrise Way, Palm Springs, California 92262, 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, hi 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 non defaulting 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 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 defeat 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 Product ownership and rights. All publications, products, pages, merchandise, correspondence and income produced under this Agree- ment will be property of the City of Palm Springs. No such items may be used for any purpose without the written permission of the City Librarian. 6.10 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: CITY OF PAL SPRINGS a i ip orp radon brarian ATTEST: City Tanager CONTRACTOR Ci& erk APPROVED AS TO FORM: By., wry a.�/f Cityt orney N Title: 'nh EXHIBIT "A" SCOPE OF SERVICES In exchange for the compensations defined in "Exhibit B" of this Agreement, the contractor commits to providing at least the following services under the direction of the City Librarian (in support of the Virtual University project) or his/her designee(s): 1) Consistent with the stated objectives of the Palm Springs Desert Museum Director and the City Librarian, devise appropriate content and provide instruction for 27 hours of "computer" classes for Desert Museum staff. a) Classes will be held in the Virtual University classroom at the Palm Springs Public Library b) The classes shall be divided into three separate units as follows: An intermediate-level PC class, to meet three consecutive Wednesdays (September 16, 23, 30) for three hours each session, 2:30-5:30 A beginner-level class, to meet three consecutive Fridays (September 18, 25, October 2,) for three hours each, 9:00-Noon A second beginner-level class, to meet three consecutive Mondays (October 5, 12, 19) for three hours each, 2:30-5:30 2) Clear curriculum and activities as appropriate with Museum Director and City Librarian 3) Prepare and distribute brief evaluation form at last meeting of each of the three classes 4) Prepare written documentation at close of contract as required by City Librarian. EXHIBIT "B" COMPENSATION SCHEDULE Contractor shall receive compensation in the amount of $60 per class hour, for a period beginning September 16, 1998 and ending October 19, 1998, with the total amount paid not to exceed $1,620. The hourly fee will include costs, travel and preparation time for each of the nine, three-hours classes outlined in "Exhibit A." Any additional expenses must be approved in advance. All compensation is to be allocated From the Library Trust Fund in support of the Virtual University. Should the classes be canceled for any reason, this agreement will be terminated and payment will be made at the hourly rate only for those classes actually held. For the purposes of this contract, the requirements of Section 4.1 (a) (b) and (c) are waived. EXHIBIT "B"