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HomeMy WebLinkAboutPacific Governmental Consultants; 1980-01-02;FIRST AMENDMENT TO CONSULTANT SERVICES AGREEMENT FOR PROFESSIONAL ADVICE AND REPRESENTATION OF THE COSTA REAL MUNICIPAL WATER DISTRICT Part 1. Paragraph one of this Agreement shall be amended as follows: The words MADISON/MARCUS" shall be changed to PACIFIC GOVERN- MENTAL CONSULTANTS. Part 2. Part 7 on page 3 of this Agreement shall be deleted in its entirety and the following shall be inserted in its place: 7. COMPENSATION: The DISTRICT agrees to compensate CONSULTANT in accordance with the following FEE SCHEDULE: PRINCIPAL CONSULTANT $65.00 per hour ASSOCIATE CONSULTANT CLERICAL SUPPORT $30.00-$50.00 per hour $15.00 per hour GRAPH I CS $20.00 per hour Materials, maps, printing and photocopies Actual Costs This FEE SCHEDULE shall apply to all of the activities of the CONSULTANT within the scope of consultant services as described in Part 3 above, including (1) research and analysis; (3) attending meetings; sul tation with DISTRICT employees, other contractors or other persons pursuant to the Scope of Consultant Services. (2) preparation of reports; (4) travel within San Diego County; and (5) con- Part 3. All other provisions of the AGREEMENT entered into between DISTRICT and CONSULTANT on the 2nd day of January 1980, shall remain unchanged. -1 - Part 4. The effective date of this FIRST AMENDMENT to the AGREEMENT referred to herein is November 1, 1982. IN WITNESS WHEREOF, DISTRICT and CONSULTANT have executed this AMENDMENT in counterparts as of the date written above. DISTRICT CONSULTANT PACIFIC GOVERNMENTAL COSTA REAL MUNICIPAL - WATER DISTRICT CONSULTANTS BY 44 Shirle- Schmidt Donald A. MacLeod President of the Board BY Zd2 4 -2- CONSULTANT SE RV I CE S AGREEMENT FOR PROFESSIONAL ADVICE AND REPRESENTATION OF THE COSTA REAL MUNICIPAL WATER DISTRICT THIS AGREEMENT is entered into this 2nd day of January, 1980, by and between MADISON/MARCUS, hereinafter called "CONSULTANT", and COSTA REAL MUNICIPAL WATER DISTRICT, hereinafter called "DISTRICT". WHEREAS, THE DISTRICT desires to receive professional advice and representation regarding its relationships with governmental agencies ; and WHEREAS, it is deemed advisable to obtain the services of a consultant knowledgeable of the operations and policies of the DIS- TRICT and those of other local agencies within San Diego County as well as with the intergovernmental relationships; and WHEREAS, the CONSULTANT has the necessary training, exper- ience and technical expertise necessary to perform the desired services; and WHEREAS, there are sufficient funds available to the DISTRICT to pay for such services, NOW, THEREFORE, the parties hereto mutually agree as follows: 1. EMPLOYMENT OF CONSULTANT. The DISTRICT agrees to engage CONSULTANT, and CONSULTANT hereby agrees to perform the services hereinafter set forth. -1- 2. INTENT OF PARTIES. It is understood between the parties hereto that the CONSULTANT will be responsible to the Board of Di- rectors of the COSTA REAL MUNICIPAL WATER DISTRICT for the scope of work as defined in Paragraph 3. For the purpose of receiving in- structions and making periodic reports, CONSULTANT shall report to the General Manager. 3. SCOPE OF CONSULTANT SERVICES. CONSULTANT shall advise the staff and the Board of Directors, perform research and prepare reports, and represent the interests of the DISTRICT with respect to the DISTRICT'S relations with governmental agencies, as agreed upon between the parties hereto. For the purposes of this Aqreement, the objective of the ser- vices provided are to stabilize and maintain harmonious relations with governmental agencies in order that water services may be pro- vided to the DISTRICT'S consumers in an efficient and economical manner. CONSULTANT shall prepare and deliver to the Board of Direc- tors periodic reports on the progress of achieving the above objec- tives, as deemed necessary by the General Manager or the appointed DISTRICT representative. 4. CHANGE OF SCOPE. DISTRICT or CONSULTANT may, from time to time, require changes in the scope of services of CONSULTANT to be performed pursuant to this Agreement. Such changes, including any increase or decrease in the amount of CONSULTANT'S compensation, which are mutually agreed upon by and between DISTRICT and CONSUL- TANT, shall be effective when incorporated in written amendments to this Agreement. -2- 5. CONTACT FOR RESPONSIBILITY. The General Manager, or the appointed representative of the DISTRICT, is the Board of Directors' representative for the purpose of administering this Agreement. 6. TRAVEL AND EXPENSES. The DISTRICT agrees to reimburse CONSULTANT for travel and expenses as follows: (1) the cost of air fare to and from points outside of San Diego County, or, in the event CONSULTANT chooses to use his private auto to such points, an amount equal to the lowest commercial airlines rate to and from such points available at the time travel is undertaken; and (2) the ac- tual amount of meals and lodging associated with travel on behalf of the DISTRICT. CONSULTANT agrees that all travel and expenses incurred out- side of San Diego County shall be subject to prior approval by the General Manager. 7. COMPENSATION. The DISTRICT agrees to compensate the CONSULTANT at the rate of Fifty-four Dollars ($54.00) per hour for each hour spent on behalf of the DISTRICT performing the following activities: (1) research and analysis; (2) preparation of reports; (3) attending meetings; (4) travel within San Diego County; and (5) consultations with DISTRICT employees, other contractors or other persons pursuant to the scope of work. 8. ME%HOD OF PAYMENT. Upon receipt of statement of servi- ces with appropriate supporting documents, DISTRICT shall make pay- ment to CONSULTANT as soon as possible, but not later than thirty (30) days after receipt of statement. CONSULTANT agrees to submit statement of services on or before the fifth (5th) day of each month. -3- 9. INTEREST OF CONSULTANT. CONSULTANT covenants that, on the effective date of this Agreement, he has no interest and shall not acquire any interest, direct or indirect, which would conflict in any manner or degree with the performance of services required to be performed under this Agreement. CONSULTANT further covenants that, in the performance of this Agreement, no person having any such interest shall be employed. 10. TERMINATION OF CONTRACT FOR CAUSE. If, through any cause, CONSULTANT shall fail to fulfill in a timely and proper man- ner his obligations under this Agreement, or if CONSULTANT shall violate any of the covenants, agreements or stipulations of this Agreement , DISTRICT shall thereupon have the right to terminate this Agreement by giving written notice to CONSULTANT of such ter- mination and specifying the effective date thereof , at least five (5) days before the effective date of such termination. In that event, all finished and unfinished documents, reports, surveys, studies, newsletters, programs or other materials prepared by CONSULTANT for DISTRICT shall, at the option of DISTRICT, become its property. 11. TERMINATION OF CONTRACT FOR CONVENIENCE OF DISTRICT. District may terminate this Agreement at any time and for any rea- son by giving, written notice to CONSULTANT of such termination and specifying the effective date thereof, at least sixty (60) days be- fore the effective date of such termination. In that event, all finished and unfinished materials, as described in Paragraph 10, shall, at the option of the DISTRICT, become its property. -4- 12. TERMINATION OF CONTRACT FOR CONVENIENCE OF CONSULTANT. CONSULTANT may terminate this Agreement at any time and for any rea- son by giving written notice to DISTRICT of such termination and specifying the effective date thereof, at least sixty (60) days be- fore the effective date of such termination. All unfinished mate- rials, as described in Paragraph 10 above, begun prior to the date of receipt by DISTRICT of written notice of termination, shall be completed by CONSULTANT and shall become the property of DISTRICT. 13. HOLD HARMLESS AGREEMENT. DISTRICT and its agents, offi- cers, directors or employees shall not be, nor be held, liable for any claims, liabilities, penalties, fines or forfeitures, or for any damages to the goods, properties or effects of CONSULTANT or of any person whatsoever, nor for personal injury to or death of them, or any of them, whether caused by or resulting from any negligent act or omission of CONSULTANT or CONSULTANT'S agents, employees or rep- resentatives. CONSULTANT further agrees to indemnify and to save free and harmless DISTRICT and its agents, officers, directors, or employees against and from any and all of the foregoing liabilities and any and all costs or expenses incurred by DISTRICT on account of any claims therefor. 14. INTEREST OF DISTRICT OFFICERS AND OTHERS. No officer, director or eFployee of the DISTRICT shall (1) participate in any decision relating to this Agreement which affects his personal in- terest or the interest of any corporation, partnership or associa- tion in which he is directly or indirectly interested; or (2) have any interest, direct or indirect, in this Agreement or the proceeds thereof. -5- 15. ASSIGNABILITY. CONSULTANT shall not assign any interest in this Agreement and shall not transfer any interest in same (whe- ther by assignment or novation), without prior written consent of DISTRICT thereto; provided, however, that a claim for money due or to become due to CONSULTANT from DISTRICT under this Agreement may be assigned to a bank, trust company, or other financial institution without such approval. Notice of any such assignment or transfer shall be furnished promptly to the DISTRICT. Any approved assign- ment may not be further subassigned without DISTRICT approval. 16. FINDINGS CONFIDENTIAL. Any reports, information, data, etc., given to or prepared or assembled by CONSULTANT under this Agreement, which DISTRICT requests to be kept as confidential, shall not be made available to any individual or organization by CONSUL- TANT without prior written approval by DISTRICT. 17. TIME OF PERFORMANCE. That services of CONSULTANT are to commence upon the effective date of this Agreement and shall be undertaken and completed as provided for herein. The Board of Di- rectors or its designee(s) may extend the time for completion of de- liverable work items if performance of CONSULTANT is delayed due to unforseeable causes beyond the control and without the fault or neg- ligence of CONSULTANT, including, but not restricted to, labor and/or materipl shortages, acts of God or the public enemy, act of government, fires, floods, epidemics, quarantine restrictions, strikes, freight embargo and unusually severe weather, or failure on the part of DISTRICT to provide information or materials which DIS- TRICT has agreed to provide. -6- 18. AUDIT AND INSPECTION OF RECORDS. At any time during normal business hours and as often as DISTRICT may deem necessary, CONSULTANT shall make available to the DISTRICT Board of Directors or its designee(s) for examination all of his records with respect to all matters covered by this Agreement and will permit DISTRICT to audit, examine and make excerpts of transcripts from such re- cords. Such records shall be made available for examination for a period of one (1) year following contract compliance. 19. INDEPENDENT CONTRACTOR. CONSULTANT is, for all purpo- ses arising out of this Agreement, an independent contractor and not an employee of DISTRICT. 20. EFFECTIVE DATE. The effective date of this Agreement, executed in counterparts and executed in the North County Judicial District, County of San Diego, State of California, and the date upon which the services of CONSULTANT shall commence, is the 2nd day of January, 1980. IN WITNESS WHEREOF, DISTRICT and CONSULTANT have executed this Agreement in counterparts as of the date first written above. , DISTRICT CONSULTANT COSTA REAL MUNICIPAL WATER DISTRICT MADISON/MARCUS - Y M. SCHMIDT President u -7- 4 -8-