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HomeMy WebLinkAboutPacific Governmental Consultants; 1989-12-21;CONSULTANT SERVICES AGREEDEN!L! THIS AGREEMENT is made this a/dday of U 1988 by and between Costa Real Municipal Water District, formed and existing pursuant to the provisions of Division 20 (commencing at Section 71000) of the Water Code of the State of California (hereinafter referred to as the “DistrictN), and Shirley M. Schmidt, dba Pacific Governmental Consultants (hereinafter referred to as the ttConsultantt‘), located at 333 Stagecoach Road, Oceanside, California 92056. Witnesseth WHEREAS, District has the authority to utilize the services of Consultant and has the funds available to pay for such services; and WHEREAS, Consultant has the necessary training, experience and expertise to provide the services described in Section I1 of this Agreement. NOW, THEREFORE, it is mutually agreed and understood between the parties as follows: Section I Employmen t District hereby employs Consultant, as an INDEPENDENT CONTRACTOR, to furnish services covered by this Agreement upon the terms and conditions set forth below, and Consultant hereby accepts such employment. -2- Section I1 Services to be Provided Consultant shall provide general guidance and advice on the various provisions of the Cortese-Knox Act and the policies and means by which th members and staff of the San Diego Local Agency Formations Commission (LAFCO) operate to carry out those provisions. In addition, Consultant shall undertake the following activities: 1. Prepare an analysis of the basis upon which a proposal has been filed with LAFCO which seeks to establish District as a subsidiary district of the City of Carlsbad and to advise and assist District in preparing a suitable response to such pro- posal. 2. Prepare a preliminary analysis of District's option to develop and file with LAFCO an alternative proposal for the purpose of determining the nature and feasibility of such an alternative proposal or proposals. 3. In the event an alternative proposal is deemed feasible by Dis- trict, prepare a background report and justification and other related documents required by LAFCO for the filing of such a proposal. .- -3- Section I11 Campe nsation In exchange for performing the services set forth in this Agreement, Consultant shall be paid a fee based upon the number of hours devoted to the affairs of the District at the hourly rates set forth in Exhibit A attached hereto and made part hereof, not to exceed $7,500. In addition, Consultant shall be reimbursed for actual and necessary expenses incurred in performing the services under this Agreement such as printing and reproduction costs. Section IV Assiqnments and Subcontracts District has entered into this Agreement in order to receive the professional services of Consultant. Consultant will, therefore, not assign to nor subcontract with any third party any portion of the services agreed to be performed by him under this Agreement without first obtaining the written consent of District. With District's written consent, the Consultant may make use of the part-time assistance of other experts possessing unique skills, the use of whom will in the District's opinion enhance the quality of Consultant's services to District under this Agreement. Any such assistants shall be considered employees of Consultant and Consultant shall assume the full responsibility for the supervision and management of such assistants. -4- Section Insurance and Indemnity The Consultant shall assume all responsibility for and hold the District, its Officers and employees harmless from, all claims or suits for, and damages to, property and injuries to persons, including accidental death, which may be caused by any negligent acts, errors and omissions of the Consultant, his employees or agents under this Agreement, whether such damage shall accrue or be discovered before or after termination of this Agreement. The Consultant shall obtain at the Consultant's expense and maintain during the life of this Agreement, an automobile liability policy on any automobile used by the Consultant in carrying out Consultant's duties under this Agreement, in the amounts not less than bodily injury and property damage liability combined: $100,000 each person and $300,000 aggregate. -- - -___ ___ _._ - -- - ---__ __ ___------- - . __ ... . . ..... ... . ~ . - - -5- Section VI Defaults and Remedies A. Default Material breach of any covenant, warranty or agreement contained in this Agreement shall constitute an event of default. B. Notice In the event of any breach or default under this Agreement, the injured party shall give written notice to the party in default, specifying the nature of the default. Failure or any delay in giving such notice shall not constitute a waiver or any default, nor shall it change the time of any default, nor shall it operate as a waiver of any rights or remedies of the injured party, but the injured party shall have no right to exercise any remedy hereunder without giving prior written notice of default as provided herein. -6- C. Riqhts and Remedies In the event of a default, the injured party shall have all rights and remedies against the defaulting party as may be available at law or in equity. Such rights and remedies are cumulative, and the exercise of one or more of such rights or remedies shall not preclude the exercise at the same or different times of any other rights or remedies for the same default or any other default by the defaulting party. D. Leaal Actions 1. Venue: Legal actions must be instituted in the Superior Court of the County of San Diego, State of California, in an appropriate Municipal Court of that County, or in the Federal District Court for the Southern District of California. - 2. Services of Process: Service of process 7- on the District shall be made by personal service upon the District's secretary, or in such other manner as may be provided by law. Service of process on the Consultant shall be made in such manner as may be provided by law, whether made within or without the State. Section VI1 Termination of Agreement Notwithstanding any other section or provision of this Agreement, either party shall have the absolute right at any time to terminate this Agreement. In the event of termination, the District shall pay the Consultant the reasonable value of the services actually performed by the Consultant up to date of such termination, less the aggregate of all sums previously paid to the Consultant for services performed after execution of this Agreement and prior to its termination. -8- Section VI11 Attorneys' Fees Should litigation be necessary to enforce any term, provision or section of this Agreement, or to collect any portion of any amount payable under this Agreement, then all litigation and collection expenses, witness fees, court costs and attorneys' fees shall be paid by the non-prevailing party. -9- Section IX Captions Captions to sections are for convenience only and are not part of this Agreement. Section x Entire Agreement This Agreement constitutes the whole agreement between the parties hereto with respect to the subject matter hereof, and neither party nor any of its agents or employees has made any representation except as specifically provided herein. Neither of the parties, in executing or performing this Agreement, is relying upon any statement of information, to whomsoever made or given, directly or indirectly, verbally or in writing, by any individual or corporation, except as specifically provided herein. This Agreement may not be modified or altered except in writing signed by or on behalf of both the Consultant and the District. 710- IN WITNESS WHEREOF, the parties hereto have excuted this Agreement as of the day and year first hereinabove written. COSTA REAL MUNICIPAL WATER DISTRICT CONSULTANT Shirley M.%hrnidt APPROVED AS TO FORM: W Gregory V. Moser, General Counsel -- -A EXHIBIT A PACIFIC GOVERNMENTAL CONSULTANTS Schedule of Hourlv Rates Principal Consultant Professional Associate Clerical ,. $85.00 $45.00 - $60.00 $25.00