HomeMy WebLinkAbout1985-01-22; City Council; Resolution 78941
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To THE CITY'S CASH MANAGEME" SYSTEM.
WHEREAS, funds for this study can be made available by transferring $15,000
1. That the propsal of Deloitte Haskins and Sells is hereby accepted and
:he mayor is authotized I to execute the attached agreement between the
:ity and Deloitte baskins and Sells;
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2. That the transfer of $15,000 is hereby approvd.
PASSED, ADoplcED at a regular meeting of the City Council of the
‘ity of Carlsbad, Ca ifomia, held on the 22nd day of January , 1985 by c -
.he following vote, ko wit: j
AYES: Council benkers Casler, Lewis, Kulchin, Chick and Pettine
NOES: Nom
ABSENT: None
ITEST:
Lp &!&”
MARY H. CAS‘ R, Mayor
I BETWEEN THE CITY OF CARLSBAD
HASKINS AND SELLS FOR A STUDY
CASH MANAGEMENT PROCEDURES.
THIS AGREEMENT, made and entered into as of the day of
municipal corporatioi, hereinafter referred to as "City," and
Deloitte Haskins &i Sells hereinafter referred to as "Consultant ." I I
RECITALS I I
City requires he services of Deloitte Haskins and Sells to iE
provide the necessarb, consulting services for preparation of a cash
management system fo,r I the City of Carlsbad; and
Consultant poslsesses the necessary skills and qualifications I
to provide the servilces required by City;
NOW, THEREFORE/, in consideration of these recitals and the
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mutual covenant-s codtained herein, City and a Consultant agree as
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I I f 01 lows:
(1) CONSULTANT'S ~BLIGATIONS
The Consultan4 shall perform a review of the City's present
cash management sys 1 em using the "REACT1' model described in the I attached proposal ahd shall recommend changes and improvements to I
the -existing system' where necessary. The Consultant shall provide I
the City with a fink1 report which details the proposed cash
management program land any changes which must be made to the City's
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present systems. j
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(2) CITY OBLIGATIONS
The City agrees
aspects of the study
(3) PROGRESS AND CdMPLETION
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to cooperate with the Consultant in all
and to provide information necessary to the
I The work under this contract will begin within 14 days after
receipt of notificatlon to proceed by the City and be completed
(4) FEES TO BE PAID
within 90 days of that date. Extensions of time may be granted if
TO CONSULTANT
$15,000. No other for services will be allowed except
those items covered agreements per paragraph (7),
I I Changes in Work.
(5) PAYMENT OF FE$S
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Payment of fees shall be made within thirty days after ,
approval of the fin+l report.
(6) FINAL SUBMISSkONS
The Consultanl?s final report shall include:
I - Specific rpcommendations I for impovement in the City's cash
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management1 system.
- An implemeintation plan summarized by key task to permit
the City tio initiate the recommended changes.
I (7) CHANGES IN WORY
Such changes shall b d processed by the City in the following
manner:
The Consultant or the City may request a change in contract.
A letter ou 4 lining the required changes shall be forwarded
to the City or Consu 1 tant to inform them of the proposed changes
along with a of estimated changes in charges or time
percentage, brokeragle
schedule. After rea4hing mutual agreement on the proposal, a
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fee, gift, or any other consideration
supplemental agreemebt shall be prepared by the City and approved
by the City Manager.! Such supplemental agreement shall not render
ineffective or invalbdate unaffected portions of the agreemer,t.
(8) REPRESENTATIONi OF INDEPENDANCE
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The Consultant/ warrants that their firm has not employed or
retained any company1 or person, other than a bona fide employee
working for the Cons;ultant, to solicit or secure this agreement,
and that Consultant /has not paid or agreed to pay any company or
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contingent upon, or iresulting from, the award or making this
agreement. For bredch or violation of this warranty, the City
shall have the righd to annul this agreement without liability, or,
in its discretion, 40 deduct from the agreement price or
consideration, or odherwise recoker, the full amount of such fee,
commission, percentage, brokerage fee, gift or contingent fee.
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(9) NONDISCRIMINATION CLAUSE
The Consultand 1 shall comply with the State and Federal
Ordinances regardin4 nondiscrimination.
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failure to prosecute,
deliver, or perform work as provided for in this contract, the
City may terminate t contract for nonperformance by notifying
the Consultant by ce mail of the termination of the
contract. The Consu thereupon, has five working days to
and all work in progress
I to the Finance Director. The Finance Director shall make a
determination of faci based upon the documents delivered to City of
the percentage of wohk which the Consultant has performed which is
usable and of worth 10 the City in having the contract completed.
Based upon that findlng as reported to the City Council, the
Council shall determkne the final payment of the contract.
( 11) DISPUTES I
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If a dispute should arise regarding the performance of work
under this agreementi, the following procedure shall be used to
resolve any question1 of fact or interpretation not otherwise
settled by agreementi between parties.
become identified as! a part of a dispute among persons operating
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Such questions, if they I
under the provisions! of this contract, shall be reduced to writing I
I by the principal of ithe Consultant or the Finance Director. A copy
of such documented qispute shall be forwarded to both parties'
inbolved along with irecommended methods of resolution which would
be of benefit to bo h parties. The Finance Director or principal
receiving the letter shall reply to the letter along with a
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recommended method b ,f resolution within ten days. If the
resolution thus obtained is unsatisfactory to the aggrieved party,
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a letter outlining tde dispute shall be forwarded to the City
Council for their re olution through the office of the City
Manager. The City C unci1 may then opt to consider the directed I
solution to the problem.
Council shall be bin ing upon the parties involved, although
nothing in this procedure shall prohibit the parties seeking
In such cases, the action of the City I
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remedies available th them at law,
I (12) SUSPENSION OR TERMINATION OF SERVICES
This agreementimay be terminated by either party upon
tendering 30 days written notice to the other party. In the event I
of such suspension or termination, upon request of the City, the
Consultant shall assbmble the work product and put same in order
for proper filing anh closing and deliver said product to City.
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In
the event of terminaLion, the Consultant shall be paid for work
performed to the terinination date; however, the total shall not
exceed the guaranteecl total maximum. The City shall make the final
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determination as to /the portions of tasks completed and the
compensation to be dade. Compensation to be made in compliance P I
with the Code of Fed(era1 Regulations.
( 13) STATUS OF THE /CONSULTANT
The Consultand shall perform the services provided for herein
in Consultant's own :way as an independent contractor and in pursuit I
of Consultant's ind4pendent calling, and not as an employee of the
City,
result to be accompAished and the personnel assigned to the
Consultant s(all be under control of the City only as to the
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project, but shall honsult with the City as provided for in the
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request for proposai.
(14) CONFORMITY TO
All studies, reports or other documents as herein required
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LEGAL REQUIREMENTS
are the property of dhe City, whether the work for which they are
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made be executed or not. In the event this contract is terminated,
all documents, repords and studies shall be delivered forthwith to
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the City.
plans for hisfher records.
Consultan? shall have the right to make copies of the
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(16) HoiD HARMLESS AGREEMENT
The City, its igents, officers and employees shall not be
liable for any claim , liabilities, penalties, fines, or any damage
to goods, properties i or effects of any person whatever, nor for 5
personal injuries orldeath caused by, or resulting from, or claimed
to have been caused iy, or resulting from, any act or omission of
Consultant or Consuljant's agents, employees or representatives.
Consultant agrees to /defend, indemnify and save free and harmless
€he City and its autforized agents, officers, and employees against
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any of the foregoingiliabilities or claims of any kind and any cost
and expense that is fncurred by the City on account of any of the I
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foregoing liabilitied, including liabilities or claims by reason of
alleged defects in ady plans and specifications, unless the
liability or claim i due, or arises out of, solely to the City's
negligence. I I
subcontractor of a
(17) ASSIGNMENT OF ONT TRACT
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subcontractor by the terms of this contract
The Consultant /shall not assign this contract or any part
thereof or any moniej due thereunder without the prior written
consent of the City. 1
( 18) SUBCONTRACTING i I
If the Consultant shall subcontract any of the work to be
performed under this icontract by the Consultant , Consultant shall
be fully responsible Ito the City for the acts and omissions of
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Consultant's subcont4actor and of the persons either directly or
indirectly employed dy the subcontractor, as Consultant is for the
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acts and omissions of persons directly employed by Consultant.
Nothing contained in ~ this contract shall create any contractual
relationship between I any subcontractor of Consultant and the City.
contrary in the subcontract in question approved in writing by the I city.
(19) PROHIBITED INT&tEST
No official of,the City who is authorized in such capacity on
behalf of the City ti negotiate, make, accept, or approve, or take
part in negotiating , 1 making , accepting , or approving of any
architectural , enginlering inspection, construction or material
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supply contractor, or
construction of the
interested personally
officer, employee, or
authorized in such calpacity and on behalf of the City to exercise
any executive, superv~isory, or other similar functions in
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any subcontractor in connection with the
pkoject , shall become directly or indirectly
in this contract or in any part thereof. No
attorney, of or for the City who is
connection with the derformance of this contract shall become
directly or indirectlly interested personally in this contract or 1
I I any part thereof. j
(20) VERBAL AGREEMEN,T OR CONVERSATION
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No verbal agredment or conversation with any officer, agent,
or employee of the City, either before, during, or after the
execution of this coitract, shall affect or modify any of the terms
or obligations herein contained nor such verbal agreement or
conversation entitle
whatsoever under the
(21) SUCCESSORS OR
Subject to the
Agreement , all terms
insure to and shall
their respective hei
assigns.
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the Consultant to any additional payment
terms of this contract.
rSSIGNS
provisions of paragraph (16) , Hold Harmless
conditions, and provisions hereof shall
)ind each of the parties hereto, and each of
‘s , executors, administrators , successors and
(24) EFFECTIVE DATE
This agreement
year first above wri'
IN WITNESS WHEREOF,
CITY OF CARLSBAD
Mayor
ATTEST:
City Clerk
shall be effective on and from the day and
ten.
e have hereunto set our hands and seals.
By
Title
APPROVED AS TO FORM:
Assistant City Attorney