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HomeMy WebLinkAboutReso 128-1986 RESOLUTION NO. 128-86 CITY COUNCIL, CITY OF SOUTH SAN FRANCISCO, STATE OF CALIFORNIA A RESOLUTION AUTHORIZING EXECUTION OF A SECOND AMENDMENT TO CONSULTANT SERVICES AGREEMENT (RECORD SYSTEMS ASSOCIATES INC.) BE IT RESOLVED by the City Council of the City of South San Francisco that: 1. Approval of Second Amendment to Consultant Services Agreement. The Second Amendment to Consultant Services Agreement which extends the term of that certain Agreement entitled "Consultant Services Agreement (Record Systems Associates, Inc.)" for the records management program between the City of South San Francisco and Record Systems Associates, Inc., a California corpor- ation, is hereby approved, and a copy of said Second Amendment to Consultant Services Agreement is attached hereto as Exhibit "A." 2. Execution of Amendment. The Mayor is hereby authorized to execute said Second Amendment to Con- sultant Services Agreement on behalf of the City, and the City Clerk attest her 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 adjourned regular meeting held on the 16th day of July , 1986, by the following vote: AYES: NOES: ABSENT: Councilmembers Mark N. Addiego, John "Jack" Drago, Richard A. Haffey, Gus Nicolopulos and Roberta Cerri Teglia None None City Clerk EXHIBIT "A" TO RESOLUTION NO. 128-86 SECOND AMENDMENT TO CONSULTANT SERVICES AGREEMENT (RECORO SYSTEMS ASSOCIATES, 1NC,) The term of the Consultant Servtces Agreement entered Into as of February 13, 1985 by and between the Ctty of South San Francisco, a muntctptal corporation, and Records Systems Associates, Inc., a California corporation, regarding the implementation of a city-wide records management program attached hereto as Exhibit "1" and Incorporated herein by reference, Is hereby extended fremJune 30, 1986 to June 30, 1987. Except as herein modified as to term, the provisions of said Consultant Services Agreement shall remain In full force and effect. IN WITNESS WHEREOF, duly authorized representatives of the City and the Consultant have executed this Amendment effective as of June 30, 1986. CITY OF SOUTH SAN FRANCISCO 400 Grand Avenue South San Francisco, CA 94080 ATTEST: Mayor City Clerk RECORDS SYSTEMS ASSOCIATES, INC 332 Castenada Court Danville, CA 94526 Presi dent Exhibit "1" to Second Amendment CONSULTANT.SERVICES AGREEMENT (RECORDS SYSTEMS AssoCIATES, INC.) 19 THIS AGREEMENT is made at South San Francisco, California, as of February 13, 85 .-, by and between the CITY OF SOUTIt SAN FRANCISCO, a municipal corporation (hereinafter referred to as 'CITY") and RECORDS SYSTEMS ASSOCIATES, INC., a California corporation, (heretnafter**referred to as 'CONSULTANT"), who agree as lJ Services~ Subject to the terms and conditions set forth in this Agreement, Consultant shall provide to City the services described in Exhibit "A', attached hereto and by this reference incorporated herein as-though set forth verbatim. 2. Compensation, City shall pay Consultant for services rendered pursuant ,~/~ .3: Facilttics and Equipmont. Consultant shall, at its solc cost and cxponsc, furnlsh all facilttics and cqulpmont which may bc requircd for furnishing its _ services puesuant bo this Ageeemont. 4. Term. This Agreement shall be effective on the date first appearing above and shall continue in effect until June"30' ..... , 1985 -, unless sooner terminated as provided in Paragraph 11 herein. 5. Ownership of 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. to this Agreement at the conclusion of each. phase in the amounts set forth in Exhibit "A" attached'hereto and previously incorporated herein by reference~ The payments specified in Exhibit 'A" shall bethe only payments to be made to Con- sultant for services rendered pursuant to thi~ Agreement, 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 tn the statutory coverage. In stgntng this Agreement, the Consultant makes the follow- 'tng certification, required by Sectton.186! of theCalff~rnta Labor Code: "I am aware of the provisions of Section 3100 of the California Labor Code wht~h 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 THOUSAND OOLLARS ($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 ($500,O00~O0)'for damage to lhe property of each person on account of any one occurrence. (d) Contractual Liability'Insurance: Consultant shall take out and main- tain during the life 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, co~issions, officers, agents and employees, and Consultant against damages sustained by 6eason of any action or aCtions:at law or in equity, and/or any claims or demands by reason of any breach or alleged breach -2- of any contract, or.provisions thereof' or by reason of any contractual 1ta- btltty, or alleged contractual liability art. sing out of any contract entered into by Consultant and/or any of its agents or employees in order to perform the work defined herein, (e) It is agreed that the insurance required by Subsections b~, c and ~ shal'l 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 hereinJ 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 (30) days written notice to CITY. In addition, the following endorsement shall be made on said policy of tnsuranceJ '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 requtredto contribute to any liability or loss until and unless the approxi- mate ltmtt*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- lng 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 asstgn any of 1ts rtghts nor transfer any of 1ts obltgat, tons under thts Agreement ?tthout the prtor wrttte, consent of the Ct~, whtch consent toRY be wtthheld at the sole discretion of the Ctt,v. 9. Termination of Contract.for Cause. ]:f, through any cause, etther party . to this Agreement.'sha11 fat1 to fulfill 'in a ttmely and proper manner obligations under thts Agreementor v~olate any of the covenants, conditions, or-stipulations of thts Agreement, the other par~ shall thereupon have the right to terminate thts Agre .ement by giving wrttten notice of sucl~ termination to the party tn violation and specifying the effective date thereof at least five (5) days before the effective date of such termination. In the event of such term. fnat~on, all ftnlshed.or unfinished documents, data, .surveys, drawings, maps'and 'reports pre- pared by the Consultant shall become the proper~ of the Ctty, and the Consultant shall be entitled to recetve ~lust and equitable compensation for any work com- pleted prtor to notice of termination on such documents and other materials, Including costs of preparing such documents and ftles for del iver~, and del fvery to the (:1ty on the basts of the Consultant's t~ee sChedUle. 10. Termtnatlon for Convenience of'the Ctty. The Ctty may for 1ts own con- ventence.termtnate thts Agreement at any ttme by giving written notice to Consultant of such termination and specifying the effectfve date-thereof, at least ftfteen (15} days before the effective date of such termfnatton: . 11. Consultant's Qualifications, B)' executing thts Agreement, Consultant holds Jtself out as a qualified Records Management Consultant, possessing the experience and specialized sktlls necessary to perform the tasks mentioned tn Paragraph ! herein and agrees tt wtll 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 Servtces shall be provtded City as set forth hereJ~ by Consultant as an Jndependent consultant as defined Jn Labor Code Section 3353, under the' general control of the D~rector.of Pubi~c Servfces of the C~ty of South San Francisco, concerning the results of the ~ork, but not the means by whtch such result Js accomplished; Itothtng herein contained shall be construed to make the consultant an agent or employee of City while p~ovtding said services, and Consultant shall be entitled to no other be'neflts or compensation as provided herein, .. (b) . I~othing 1n 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 Jnterest~ and shall not acquire any Interest, direct' or indirect, that would conflict tn any manner or degree with the performance of services required to be performed under thts Agreement, The Consultant further covenants that, Jn the performance of this contract, no persons having an~ such Jntere.st shall be employed. - 14. )iot~ces. All notlces heretn required shall be ~n wrtt~ng, and shall be del lvered tn person or sent by certtfled mat1, postage prepa~d~ Notices required to be given to City shall be addressed as follows: City Clerk' P.O. Box 711 South San Francisco, CA. 94083 Notices required to be given to Consultant shall be addressed as follows: Records Systems Associates, ]nc. 332 Castenada Court Oanville, CA..94526 WITNESS WHEREOF, duly authorized representatives of the City and the Consultant have signed in conformation of this Agreement as of the day and year first above written. ATTEST: CITY OF SOUTH SAN FRANCISCO 400 Grand Avenue South San Francisco, CA. 94080 dayor ~ RECORDS SYSTEMS ASSOCIATES, INC. 332 Castenada Court - 94.-526 Danville, CA~ ~,,,~,,~ '"'""'""'"' / · PresFdent .,,. ,... .... ,. ~ ~ ~.,,,, -6'