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HomeMy WebLinkAbout1989-03-07; City Council; Resolution 89-64I1 0 0 r 1 2 3 4 RESOLUTION NO. 89-64 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CARLSBAD, CALIFORNIA, APPROVING A CONSULTANT AGREEMENT FOR DOCUMENT PROCESSING SERVICES. 5 WHEREAS, the City Manager recommends and the City Council concl 6 has been negotiated and; g WHEREAS, a satisfactory agreement with Yvonne Merritt, a sole pro 8 City to fulfill its obligations; and 7 Consultant document processing services must be made available in order 10 WHEREAS, sufficient funds are available in the 1988-89 Eng 11 Department budget; 12 NOW, THEREFORE, be it resolved by the City Council of the City of C 13 14 California, as follows: directed to execute said agreement for and on behalf of the City of Car 19 3. That the Mayor of the City of Carl sbad is hereby author 18 is attached (Exhibit 2) and made a part hereof, is hereby approved. 17 a sole proprietor, for provision of document processing services, a copy 16 2. That an Agreement between the City of Carl sbad and Yvonne 15 1. That the above recitations are true and correct. 20 PASSED, APPROVED AND ADOPTED at a regular meeting of the Carl s 21 wit: 22 Counci 1 held on the 7th day of March , 1989 by the following 26 ABSENT: None 25 NOES: None 24 AYES: Council Members Lewis, Kulchin, Pettine, Mamaux and 23 ATTEST : 27 28 (SEAL) 0 0 1 CONSULTANT AGREEMENT FOR DOCUMENT PROCESSING SERVICES THIS AGREEMENT, made and entered into as of the /#a day o La , 1989, by and between the CITY OF CARLSBAD, a municipa corporation, hereinafter referred to as "City" and YVONNE MERRITT, a sol proprietor, hereinafter referred to as "Consultant." RECITALS City requires the services of a map document consultant to provide th necessary services for the processing and releasing of security documents; an other services that may be required; and Consultant possesses the necessary ski1 1 s and qual i fi cations to provid the services required by City; NOW, THEREFORE, in consideration of these recitals and the mutual covenant contained herein, City and Consultant agree as follows: 1. CONSULTANT'S OBLIGATIONS A. WORK SITE The Consultant shall perform the office portion of her duties at Cit facilities during the hours directed by the City. B. PROCESSING DOCUMENTS Consultant shall examine documents pertaining to major and mino' subdivisions for form, content and execution for approval by City Council and/o City Clerk. These documents will include but not be 1 imited to securi t. documents and re1 eases, deeds, easements and mi scell aneous resolution of approva i tems. 0 0 1 2. CITY OBLIGATIONS A. City shall provide Consultant with reference materials regarding Ci t pol icies, standards and codes necessary for determining compl iance of documents Consultant shall have access to files and records pertaining to projects bein processed. B. City shall provide Consultant with working space, telephone, des and chair at the City facility designated by the City Engineer. C. Nothing in this agreement shall be construed to obligate City tl provide any work to the Consultant. City reserves the right, at its sol discretion, to assign projects for processing to Consultant, to perforl assignments with its own forces, or to assign project processing to anothe. consulting firm. 3. FEES TO BE PAID TO CONSULTANT Consultant shall be paid at the rate of sixteen dollars ($16.00) per hour worked. Changes in the Consultant’s hourly rate schedule must be submitted tc the City Engineer thirty days prior to its effective date. A time sheet shal- be maintained by the Consultant indicating when she was at work. 4. PAYMENT OF FEES On the first working day of each month, Consultant shall submit its invoice for the work performed during the prior month. Payment of approved items on the invoice shall be mailed to the Consultant prior to the 25th day of the month the invoice was submitted. 5. TERMINATION OF CONTRACT In the event of the Consultant’s failure to prosecute, deliver, or perforn. the work as provided for in this Agreement, the City may terminate this Agreement for nonperformance by notifying the Consultant by certified mail of the termination of the Agreement. Final payment shall be in compl iance with the Code 2 0 0 I of Federal Regul ati ons. 6. DISPUTES If a dispute should arise regarding the performance of work under thi agreement, the following procedure shall be used to resolve any question of facl or interpretation not otherwise settled by agreement between parties. Sucl questions, if they become identified as a part of a dispute among person: operating under the provisions of this Agreement, shall be reduced to writin! by the Consultant or the City Engineer. A copy of such documented dispute shal' be forwarded to both parties involved along with recommended methods 01 resolution which would be of benefit to both parties. The City Engineer or Consultant receiving the letter shall reply to the letter along with 2 recommended method of resolution within ten (10) days. If the resolution thu2 obtained is unsatisfactory to the aggrieved party, a letter outlining the disputt shall be forwarded to the City Council for their resolution through the Offict ! of the City Manager. The City Council may then opt to consider the directed solution to the problem. In such cases, the action of the City Council shall be binding upon the parties involved, although nothing in this procedure shall prohibit the parties seeking remedies available to them at law. 7. RESPONSIBILITY OF THE CONSULTANT The Consultant is hired to render professional services to perform document processing and any payments made to Consultant are compensation solely for such services. 8. SUSPENSION OR TERMINATION OF SERVICES This Agreement may be terminated by either party upon tendering thirty (30) days written notice to the other party. In the event of such suspension or termination, upon request of the City, Consultant shall assemble the work product and put same in order for proper fil ing and closing and del iver said product to 3 0 e .A the City. In the event of termination, the Consultant shall be paid for work performed to the termination date. 9. STATUS OF THE CONSULTANT The Consultant shall perform the services provided for herein ir Consultant’s own way as an independent contractor and in pursuit of Consultant’s independent calling, and not as an employee of the City. Consultant shall be under control of the City only as to the result to be accompl ished but shall consult with the City as provided for in the request for proposal. The Consultant is an independent contractor of the City. The payment made to the Consultant pursuant to this Agreement shall be the full and complete compensation to which the Consultant is entitled pursuant to this Agreement. The City shall not make any federal or state tax wi thholdings on behalf of the Consultant. The City shall not be required to pay any workers compensation insurance on behalf of the Consultant. The Consultant agrees to indemnify the City for any tax, retirement contribution, social security, overtime payment, workers compensation payment which the City may be required to make on behalf of Consultant for work done under this Agreement. 10. , OWNERSHIP OF DOCUMENTS All studies, drawings, reports, forms and specifications as herein required are the property of the City, whether the work for which they are made be executed or not. In the event this Agreement is terminated, all documents, drawings, forms, reports and studies shall be delivered forthwith to the City. 11. HOLD HARMLESS AGREEMENT The City, its agents, officers, and employees shall not be liable for any claims, goods, properties, or effects of any person whatsoever, nor for personal injuries or death caused by, or resulting from any negligent act or omission of Consultant. Consultant agrees to defend, indemnify, and save free and harmless 4 0 0 ,* the City and its authorized agents, officers, and employees against any of thl foregoing liabilities or claims of any kind and any cost and expense that i incurred by the City on account of any of the foregoing 1 iabil i ties i ncl udinl liabilities or claims by reason of defects in any documents, unless the liabilit. or claim is due, or arises out of the City's negl igence. 12. ASSIGNMENT OF AGREEMENT The Consultant shall not assign this Agreement or any part thereof or anJ monies due thereunder without prior written consent of the City. 13. PROHIBITED INTEREST No official of the City who is authorized in such capacity on behalf oi the City to negotiate, make, accept, or approve, or take part in negotiating, making, accepting, or approving of any architectural, engineering, inspection, construction or material supply contractor, or any subcontractor in connection with the construction of the project, shall become directly or indirectlq interested personally in this Agreement or any part thereof. 14. VERBAL AGREEMENT OR CONVERSATION No verbal agreement or conversation with any officer, agent, or empl oyec of the City, either before, during, or after the execution of this Agreement, shall affect or modify any of the terms or obligations herein contained nor such verbal agreement or conversation entitle the Consultant to any additional payment whatsoever under the terms of this Agreement. 15. SUCCESSORS OR ASSIGNS Subject to the provisions of Paragraph 11, "Hold Harmless Agreement ," a1 1 terms, conditions, and provision hereof shall insure to and shall bind each of the parties hereto, and each of their respective heirs, executors, administrators, successors, and assigns. 5 e e .+ 16. EFFECTIVE DATE This Agreement shall be effective on and from the day and year first abovc written. 17. CONFLICT OF INTEREST The Consultant shall file a Conflict of Interest Statement with the Cit: Clerk of the City of Carlsbad. The Consultant shall report investments Oi interests in real property. The Consultant shall immediately notify the Citj Engineer of any circumstances which may lead to a conflict of interest. 18. INSURANCE The Consultant shall obtain and maintain a policy of comprehensive general liability insurance from an insurance company authorized to be in business ir the State of California, in an insurable amount of not less than one millior dol 1 ars ($1,000,000.00) per occurrence and annual aggregate. Thi s i nsuranct shall be in force during the life of this agreement and shall not be cancellec without thirty (30) days prior notice to City. The City shall be named as an additionally insured on this policy. The Consultant shall furnish a certificate of said insurance to the City upor request. 19. EXTRA WORK The Consultant, in performing her services, shall not do extra work ir excess of this agreement without the written permission of the City or its designated representative. 20. NONDISCRIMINATION CLAUSE The Consultant shall comply with the State and Federal Ordinances regarding nondiscrimination. 6 I, a e 2 1 . SUBCONTRACTING If the Consultant shall subcontract any of the work to be performed unde this Agreement by the Consultant, Consultant shall be fully responsible to th city for the acts and omission of Consultant's subcontractor and of the person either directly or indirectly employed by the subcontractor, as Consultant i for the acts and omissions of persons directly employed by Consultant. Nothin contained in this Agreement shall create any contractual relationship betwee any subcontractor of Consultant and the City. The Consultant shall bind ever subcontractor and every subcontractor of a subcontractor by the terms of thi Agreement applicable to Consultant's work unless specifically noted to th contrary in the subcontract in question approved in writing by the City. 22. COVENANTS AGAINST CONTINGENT FEES The Consultant warrants that she has not employed or retained any compan or person, other than a bona fide employee working for the Consultant, to sol ici or secure this agreement, and that Consultant has not paid or agreed to pay an: company or person, other than a bona fide employee, any fee, commission percentage, brokerage fee, gift, or any other consideration contingent upon, 0' resulting from, the award or making this agreement. For breach of violation o this warranty, the City shall have the right to annul this agreement withou. liability, or, in its discretion, to deduct from the agreement price 0' consideration, or otherwise recover the full amount of such fee, commission percentage, brokerage fee, gift or contingent fee. 7 .. . .b * e IN WITNESS WHEREOF, we have hereunto set out hands and seals. CITY OF CARLSBAD A,& YVONNE MERRITT APPROVED AS TO FORM: ATTESTED: ALETHA RAUVENKRANZ City Clerk 8