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HomeMy WebLinkAboutReso 181-1984 RESOLUTION NO. 181 84 CITY COUNCIL, CITY OF SOUTH SAN FRANCISCO, STATE OF CALIFORNIA A RESOLUTION AUTHORIZING EXECUTION OF A CONSULTANT SERVICES AGREEMENT BE IT RESOLVED by the City Council of the City of South San Francisco that: 1. Approval of Agreement. The Agreement entitled "Consultant Services Agreement (Records System Associates, Inc,)" for a Records Management Program between the City of South San Francisco and Records Systems Associates, Inc., a California Corporation is hereby approved, kand a copy of said Agreement is attached hereto as Exhibit "A." 2. Execution of Agreement. The Mayor is hereby authorized to execute said Agreement on behalf of the City, and the City Clerk attest his signature thereto. I hereby certify that the foregoing Resolution was regularly introduced and adopted by the City Council of the City of South San Francisco at an ad.iourned regular meeting held on the 9th day of November , 1984, by the following vote' AYES' Councilmembers Mark N. Addie.qo, Emanuele N Damonte, Richard A. Haffey, Gus Nicolopulos; and Roberta Cerri Teqlia NOES' None ABSENT: None erk ~ CONSULTANT SERVICES AGREEMENT (RECORDS SYSTEMS ASSOCIATES, INC.) · . THIS AGREEMENT is made at South San Francisco, California, as of. FebrUarY 13, 119'85' , by'and 'between the CITY OF souTH SA" FRANCISCO,. a munici'pal corporation' . . . (hereinafter referred to as "CITY") and RECORDS SYSTEMS ASSOCIATES, INC.., a California corporation, (hereinafter referred to as "CONSULTANT"), whD agree as fol 1 ows: . 1. ServicesJ Subject to the terms and conditions set forth in' this Agreement,~ · · Consultant Shall provide to City the services, described in Exhibit i'A!', attached hereto and'by this reference incorporated herein as though set forth verbatim. ; · 2. Compensation, City .shall pay Consultant for services rendered pursuant · to this Agreement at the conclusion of each phase in the amounts'set forth in Exhibit "A" attached hereto and previously incorporated herein by referenceJ The payments spedified in Exhibit "A" shall be the only payments to' be made to Con- sultant for services rendered.pursuant to this'Agreement. k~,/~,-~.ish ~ll .f~cilltl~s-~d equ. iim~ent whi~h]4~ay be. ~q~rcd.for f, rnishlng ~ccrvices purcRant to thSs Agr~enS' 4. Tern. This Agreement shall be effective on the date first appearing .above and shall continue in effect until June '30 .... terminated as provided in Paragraph 11 herein' ., '., 19 85' , unless sooner 5. Ownership o,f Documents. City shall have full and complete access to Consultant's working papers, and other documents during progress of the work. .All documents of any description prepared by Consultant shall become the property of the City at the completion of the project. The Consultant may retain a copy of all material produced pursuant to this Agreement for its use in its general business activities. 6. Insurance. The Consultant shall take out and maintain during the life of this Agreement the following policies of insurance- (a) Worker's Compensation and employers' liability insurance in the statutory coverage. In signing this Agreement, the Consultant makes the follow- ing certification, required by Section 1861 of the California Labor Code' "I am aware of the provisions of Section 3700 of the California Labor Code which require every employer to be insured against liability for Workers' Compensation or to undertake self-insurance in accordance with the provisions of the Code, and I will comply with such provisions before commencing the performance of the work of this Agreement." (b) Public Liability Insurance: In an amount not less than FIVE HUNDRED THOUSAN~ DOLLARS ($500,000.00) for injuries including, but not limited to, death to any one person and subject to the same limit for each person, in an amount not less than ONE MILLION DOLLARS ($1,000,000.00) on account of any one occurrence. (c) Property Damage Insurance' In an amount not less than FIVE HUNDRED THOUSAND DOLLARS 15500,000.00) for damage to the property of each person on account .of any one occurrence. (d) Contractual Liability Insurance- Consultant shall take out and main- tain during the lif. e of this Agreement an insurance policy in the amount of at least ONE MILLION DOLLARS ($1,000,000.00), insuring City, its elective and appointive boards, commissions, officers, agents and employees, and Consultant against damages sustained by reason of any action or actions at law or in equity, and/or any claims or demands by reason of any breach or alleged Dreach -2- of any contract, or provisions thereof, or by reason of any contractual lia- bility, or alleged contractual liability arising out of any contract entered into by Consultant and/or any of its agents or employees in orc~er to perform the work defined herein. leI It is agreed that the insurance required by Subsections b, c and d shall be extended to include as additional insureds the~City of South San Francisco, its elective and appointive boards, officers, agents and employees, with respect to operations performed by the Consultant as described herein. Evidence of this insurance described above shall be provided to CITY upon execution of this agreement and shall be subject to approval by the City Attorney as to form, amount and carrier. The policy of insurance shall also contain a provision indicating that such insurance shall not be reduced or cancelled except upon thirty 130) days written notice to CITY. In addition, the following endorsement shall be made on said policy of insurance. "Notwithstanding any other provisions in this policy, the insurance afforded hereunder to the City of South San Francisco shall be pri- mary as to any other insurance or reinsurance covering or available to the City of South San Francisco, and such other insurance or reinsur- ance shall not be required to contribute to any liability or loss until and unless the approxi- mate limit of liability afforded hereunder is exhausted." 7. Use of Subcontractors. The Consultant shall not subcontract any services to be provided hereunder, except for service firms engaged in reproduction, typ- ing and printing. Consultant shall be soley responsible for reimbursing any subcontractors and the City shall have no obligation to them. -3- 8. Assignment. Consultant shall not assign any of its rights nor transfer any of its obligations under this Agreement without the prior written consent of the City, which consent may be withheld at the sole discretion of the City. 9. Termination of Contract for Cause. If, through any cause, either party to this Agreement shall fail to fulfill in a timely and proper manner obligations under this Agreement or violate any of the covenants, conditions, or stipulations of this Agreement, the other party shall thereupon have the right to terminate this Agreement by giving written notice of such termination to the party in violation and specifying the effective date thereof at least five (5) days before the effective date of such termination. In the event of such termination, all finished or unfinished documents, data, surveys, drawings, maps and reports pre- pared by the Consultant shall become the property of the City, and the Consultant shall be entitled to receive just and equitable compensation for any work com- pleted prior to notice of termination on such documents and other materials, including costs of preparing such documents and files for delivery and delivery to the City on the basis of the Consultant's fee schedule. 10. Termination for Convenience of the City. The City may for its own con- venience terminate this Agreement at any time by giving written notice to Consultant of such termination and specifying the effective date thereof, at least fifteen 115) days before the effective date of such termination. 11. Consultant's Qualifications. By executing this Agreement, Consultant holds itself out as a qualified Records Management Consultant, possessing the experience and specialized skills necessary to perform the tasks mentioned in Paragraph i herein and agrees it will render to the best of its ability the services described in that paragraph during the full term of this Agreement. -4- 12. Consultant's Status. (a) The services shall be provided City as set forth herein by Consultant as an independent consultant as defined in Labor Code Section 3353, under the general control of the Director of Public Services of the City of South San Francisco, concerning the results of the work, but not the means by which such result is accomplished. NOthing herein contained shall be construed to make the Consultant an agent or employee of City while providing said services, and Consultant shall be entitled to no other benefits or compensation as provided herein. (b) Nothing in this Agreement shall be construed to create the rela- tionship of agent, servant, employee, partnership, joint venture or association, or any other relationship whatsoever other than that of Independent Consultant. 13. Interest of Consultant. The Consultant covenants that he presently has no interest and shall not acquire any interest, direct or indirect, that would conflict in any manner or degree with the performance of services required to be performed under this Agreement. The Consultant further covenants that, in the performance of this contract, no persons having any such interest shall be employed. 14. Notices. All notices herein required shall be in writing, and shall be delivered in person or sent by certified mail, postage prepaid. -5- · . Notices required to be given to City shall be addressed as follows: · . ~iCit7 Clerk P.O. Box 711 South·San Francisco,. CA. 94083 · Notices required to b'e given to Consultant shall be addressed as follows:- . -.. -. Records Systems Associates, Inc. 332 Castenada Court .. . . · Danville, CA. 94526 .' IN WITNESS WHEREOF, duly authorized representatives of the City and the · · · Consultant have signed in conformation of this Agreement as of the ~lay and Year · ,. first above written. ATTEST: . -/// . / CITY OF SOUTH SAN FRANCISCO 400 Grand Avenue South San Francisco, CA. 94080 Mayor RECORDS SYSTEMS ASSOCIATES, INC; 332 Castenada .Court Danville, CA. 94526 ,,,,,':"".'~ .. ,~.,, -6-