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.)
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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'
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(hereinafter referred to as "CITY") and RECORDS SYSTEMS ASSOCIATES, INC.., a
California corporation, (hereinafter referred to as "CONSULTANT"), whD agree as
fol 1 ows:
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1. ServicesJ Subject to the terms and conditions set forth in' this Agreement,~
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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.
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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'
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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
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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.
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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.
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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.
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Notices required to be given to City shall be addressed as follows:
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. ~iCit7 Clerk P.O. Box 711
South·San Francisco,. CA. 94083
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Notices required to b'e given to Consultant shall be addressed as follows:-
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-. Records Systems Associates, Inc.
332 Castenada Court ..
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· Danville, CA. 94526 .'
IN WITNESS WHEREOF, duly authorized representatives of the City and the
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· Consultant have signed in conformation of this Agreement as of the ~lay and Year
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first above written.
ATTEST:
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CITY OF SOUTH SAN FRANCISCO
400 Grand Avenue
South San Francisco, CA. 94080
Mayor
RECORDS SYSTEMS ASSOCIATES, INC;
332 Castenada .Court
Danville, CA. 94526 ,,,,,':"".'~ .. ,~.,,
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