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HomeMy WebLinkAboutJaffe, Marc; 2008-02-12;AGREEMENT FOR CONSULTING SERVICES Marc Jaffe IS AGREEMENT is made and entered into as of the \(~K day of 20n%T by and between the CITY OF CARLSfeAD, a municipal corporation, ("City")£jjnd Marc Jaffe, a , Cable Franchise Consultant, a sole proprietorship, ("Contractor")- RECITALS City requires the professional services of a consultant that is experienced in cable franchise and public access issues. Contractor has the necessary experience in providing these professional services, has submitted a proposal to City and has affirmed its willingness and ability to perform such work. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: 1 . Scope of Work. City retains Contractor to perform, and Contractor agrees to render, those services (the "Services") that are defined in Exhibit "A", attached and incorporated by this reference in accordance with the terms and conditions set forth in this Agreement. 2. Term. This Agreement will be effective for a period of one year from the date first above written. 3. Compensation. The total fee payable for the Services to be performed will be $10,000 dollars ($10,000). No other compensation for the Services will be allowed except for items covered by subsequent amendments to this Agreement. City reserves the right to withhold a ten percent (10%) retention until City has accepted the work and/or the Services specified in Exhibit "A." 4. Status of Contractor. Contractor will perform the Services as an independent contractor and in pursuit of Contractor's independent calling, and not as an employee of City. Contractor will be under the control of City only as to the results to be accomplished. 5. Indemnification. Contractor agrees to indemnify and hold harmless the City and its officers, officials, employees and volunteers from and against all claims, damages, losses and expenses including attorneys fees arising out of the performance of the work described herein caused by any negligence, recklessness, or willful misconduct of the Contractor, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable. The parties expressly agree that any payment, attorney's fee, costs or expense City incurs or makes to or on behalf of an injured employee under the City's self-administered workers' compensation is included as a loss, expense or cost for the purposes of this section, and that this section will survive the expiration or early termination of this Agreement. 6. Insurance. Contractor will obtain and maintain policies of commercial general liability insurance, automobile liability insurance, a combined policy of workers' compensation, City Attorney Approved Version #1 1 .28.06 employers liability insurance, and professional liability insurance from an insurance company authorized to transact the business of insurance in the State of California which has a current rating in the Best's Key Rating guide of at least A-:V in an amount of not less than five hundred thousand dollars ($500,000) each, unless otherwise authorized and approved by the City Attorney or the City Manager. Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. The insurance will be in force during the life of this Agreement and will not be canceled without thirty (30) days prior written notice to the City by certified mail. City will be named as an additional insured on General and Automobile liability. Contractor will furnish certificates of insurance to the Contract Department, with endorsements to City prior to City's execution of this Agreement. 7. Conflict of Interest. City will evaluate Contractor's duties pursuant to this Agreement to determine whether disclosure under the Political Reform Act and City's Conflict of Interest Code is required of Contractor or any of Contractor's employees, agents or subcontractors. Should it be determined that disclosure is required, Contractor or Contractor's employees, agents, or subcontractors will complete and file with the City Clerk those schedules specified by City and contained in the Statement of Economic Interests Form 700. 8. Compliance With Laws. Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment and will obtain and maintain a City of Carlsbad Business License for the term of this Agreement. 9. Termination. City or Contractor may terminate this Agreement at any time after a discussion, and written notice to the other party. City will pay Contractor's costs for services delivered up to the time of termination, if the services have been delivered in accordance with the Agreement. 10. Claims and Lawsuits. By signing this Agreement, Contractor agrees it may be subject to civil penalties for the filing of false claims as set forth in the California False Claims Act, Government Code sections 12650, et seq.. and Carlsbad Municipal Code Sections 3.32.025, et seq. Contractor further acknowledges that debarment by another jurisdiction is grounds for the City of Carlsbad to terminate this Agreement. 11. Venue and Jurisdiction. Contractor agrees and stipulates that the proper venue and jurisdiction for resolution of any disputes between the parties arising out of this Agreement is the State Superior Court, San Diego County, California. 12. Assignment. Contractor may assign neither this Agreement nor any part of it, nor any monies due or to become due under it, without the prior written consent of City. 13. Amendments This Agreement may be amended by mutual consent of City and Contractor. Any amendment will be in writing, signed by both parties, with a statement of estimated changes in charges or time schedule. 14.Authority. The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Agreement. City Attorney Approved Version #11.28.06 EXHIBIT "A" SCOPE OF SERVICES Itemized List of what Contractor will do for City and at what price. This Independent Contractor's Agreement ("Agreement") is made by and between the CITY OF CARLSBAD ("City") at 1200 Carlsbad Village Drive, CA 92008 and MARC S. JAFFE ("Contractor"), an independent contractor at 2270 Via Lucia, La Jolla, CA 92037 in consideration of the mutual promises made herein, as follows: 1. Scope of Work The scope of work under this proposal encompasses the following identified tasks that will be provided for under the direction of the City Manager or designee. Additional tasks and services may be provided for or assigned as agreed to by both parties. • Assist and advise City with strategies for the development of relevant public, educational, and government ("PEG") access channel policy recommendations pursuant to the Digital Infrastructure and Video Competition Act of 2006 - AB 2987 C'DIVCA"). • Analyze and provide recommendations related to PEG access channel strategic planning, and operational funding suited to expand City of Carlsbad control and operations of its PEG access channels under the regulatory framework established by DIVCA. • Advise and assist City with the actions necessary for carriage of required local PEG channels by state franchised non-incumbent competitive video service providers. Provide relevant technical information and meet with representatives of these providers as necessary to establish carriage. • Provide recommendations related to government access video production and telecasting equipment acquisition to facilitate "live" multi-camera in-house production and video bulletin board capabilities. • Provide options and recommendations related to government and educational access video production and telecasting capabilities for off-site multi-camera field production through the utilization of third party production providers and facilities. • Provide advice and technical assistance as requested, on regulations/decisions of current state and federal legislation as well as developments in the video service provider and telecommunications industry as they relate to competitive video service provider agreements and franchising. 3. Schedule and Operations Contractor will provide services on an as requested basis based on Scope of Work above for a maximum of 90 hours for work identified. Additional service time can be allotted pursuant to mutual agreement of both parties. City Attorney Approved Version #11.28.06 4. Payment Compensation will be at a rate of $110 per hour with a total contract amount not to exceed $10,000. Hourly activity invoices will be issued by Contractor on a monthly basis. 5. Confidentiality of Information Contractor agrees that, in the performance of the services under this Agreement, Contractor may have access to private or confidential information that may be owned by, or controlled by the City and that such information may contain proprietary or confidential details, the disclosure of which to their parties may be damaging to the City. Contractor agrees that all information disclosed by the City shall be held in confidence and used only in the performance activities executed under this Agreement. City Attorney Approved Version #11.28.06 CONTRACTOR CITY OF CARLSBAD/ a municipal corporation/of the Staie of California _ // (sign here) (print name/title) £(e-mail address)10! *By:TORRAINE M. WOOD City Clerk (sign here) (print name/title) (e-mail address) c° ^^V^U^ If required by City, proper notarial acknowledgment of execution by contractor must tfe»attached. If a Corporation. Agreement must be signed by one corporate officer from each of the following two groups. *Group A. Chairman, President, or Vice-President **Group B. Secretary, Assistant Secretary, CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: RONALD R. BALL, City Attorney By:, Deputy City Attorey City Attorney Approved Version #11.28.06