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Communications Support Group PROFESSIONAL SERVICES AGREEMENT FOR FRANCHISE FEE REVIEW SERVICES THIS AGREEMENT is made and entered into this 7th day of September, 2006, by and between the CITY OF RANCHO PALOS VERDES, a municipal corporation, hereinafter referred to as "CITY", and COMMUNICATIOINS SUPPORT GROUP, INC., hereinafter referred to as "CONSULTANT". IN CONSIDERATION of the covenants hereinafter set forth, the parties hereto mutually agree as follows: ARTICLE SCOPE OF CONSULTANT'S SERVICES CONSULTANT shall perform agreed upon procedures that are set forth in Exhibit "A" to this Agreement, which is attached hereto and incorporated herein by this reference. Notwithstanding the services described above, the CITY may request, and CONSULTANT may agree to perform, other services. The scope of such other services and compensation shall be agreed to in writing, signed by both parties and shall become a part of this Agreement. ARTICLE II PERFORMANCE OF SERVICES CONSULTANT shall perform all services and duties pursuant to this Agreement in a professional and timely manner, at the direction of the Director of Finance & Information Technology, or his designee. All directives, instructions, or other communications from CITY to CONSULTANT shall be through only the Director of Finance & Information Technology, or his designee. ARTICLE III TERM This Agreement shall commence on September 7th, 2006, and shall terminate upon completion of the services listed in Exhibit A, unless otherwise extended in writing by the parties hereto. PROFESSIONAL SERVICES AGREEMENT FOR FRANCHISE FEE REVIEW SERVICES Page 2 of 9 ARTICLE IV COMPENSATION FOR SERVICES CITY shall pay CONSULTANT for review services rendered and costs incurred pursuant to this Agreement in accordance with the amounts set forth in Exhibit "A". Notwithstanding any and all provisions of this Agreement, in no event shall compensation for the services exceed $25,000, unless authorized in writing by the CITY and approved by the CITY Council. All payments due CONSULTANT shall be paid to: Communications Support Group, Inc. Attn: John Risk 2850 Mesa Verde Drive East, Suite 118 Costa Mesa, CA 92626 CONSULTANT will submit invoices monthly for the percentage of work completed in the previous month. CITY agrees to pay all undisputed invoice amounts within thirty (30) days of receipt of the invoice. CITY agrees to use its best efforts to notify CONSULTANT of any disputed invoice amounts within ten (10) days of the receipt of each invoice. However, CITY'S failure to timely notify CONSULTANT of a disputed amount shall not be deemed a waiver of CITY'S right to dispute such amount or percentage. ARTICLE V PERSONNEL CONSULTANT shall provide all personnel necessary to properly perform the services and duties required under this Agreement, and shall at all times direct such personnel in the performance of such services and duties. John Risk shall serve as the principal liaison between CITY and CONSULTANT. ARTICLE VI DUTIES OF CITY CITY shall provide or make available to CONSULTANT, without charge or expense, all information, data, records, maps, reports, plans, equipment, or other material in its possession necessary for carrying out the services and duties contemplated under this Agreement. PROFESSIONAL SERVICES AGREEMENT FOR FRANCHISE FEE REVIEW SERVICES Page 3 of 9 ARTICLE VII OWNERSHIP OF DOCUMENTS CITY and CONSULTANT agree that all records, data, reports or other documentation prepared by CONSULTANT, in response to, or as a result of the performance of this Agreement shall be the sole property of CONSULTANT. CITY and CONSULTANT acknowledge and agree that all records, data, reports or other documentation prepared by CONSULTANT pursuant to this Agreement shall be retained by CONSULTANT for at least two years after the date of the final report. ARTICLE VIII CONFLICT OF INTEREST A. All information gained by CONSULTANT in performance of this Agreement shall be considered confidential and shall not be released by CONSULTANT without CITY'S prior written authorization excepting that information which is a public record and subject to disclosure pursuant to the Public Records Act (Government Code Section 6250 et seq.). CONSULTANT, its officers, employees, agents, or subcontractors, shall not voluntarily provide declarations, letters of support, testimony at depositions, response to interrogatories or other information concerning CITY or cooperate in any way with a party who may be adverse to CITY or whom CONSULTANT reasonably should know may be adverse in any subsequent litigation. CONSULTANT shall incur no liability under this Agreement for materials submitted by it, which are later released by CITY, its officers, employees, or agents. CONSULTANT shall also incur no liability for statements made by it at any public meeting, or for any document released by it for which prior written CITY authorization was obtained. If CONSULTANT or any of its officers, employees, or subcontractors does voluntarily provide information in violation of this Agreement, CITY has the right to reimbursement and indemnity from CONSULTANT for any damages caused by CONSULTANT'S conduct, including without limitation reasonable attorney's fees. CONSULTANT shall promptly notify CITY should CONSULTANT, its officers, employees, agents or subcontractors be served with any Summons, Complaint, Subpoena, Notice of Deposition, Request for Documents, Interrogatories, Request for Admissions or other discovery requests from any party regarding this Agreement and the work performed hereunder, CITY retains the right, but not the obligation, to represent CONSULTANT and/or to be present at any PROFESSIONAL SERVICES AGREEMENT FOR FRANCHISE FEE REVIEW SERVICES Page 4 of 9 deposition, hearing, or similar proceeding. CONSULTANT agrees to cooperate fully with CITY and to provide CITY with the opportunity to review any response to discovery requests provided by CONSULTANT. However, CITY'S right to review any such response does not imply or mean the right by CITY to control, direct, or rewrite said response. CITY warrants that CONSULTANT will have fully met the requirements of this provision by obtaining CITY'S written approval prior to providing documents, testimony, or declarations; consulting with CITY before responding to a Subpoena or court order; in the case of depositions upon providing Notice to CITY of same; or providing CITY opportunity to review discovery responses prior submission. For purposes of this section, a written authorization from CITY shall include a "faxed" letter. B. CONSULTANT covenants that neither it nor any officer or principal of its firm have any interest, nor shall they acquire any interest, either directly or indirectly, which will conflict in any manner or degree with the performance of their services hereunder. CONSULTANT further covenants that in the performance of this Agreement, no person having such interest shall be employed by it as an officer, employee, agent, or subcontractor. CONSULTANT and its officers, employees, associates and sub-consultants, if any, will comply with all conflict of interest statutes of the State of California applicable to CONSULTANT'S services under this agreement, including, but not limited to, the Political Reform Act (Government Code Sections 81000, et. Seq.) and Government Code Section 1090. ARTICLE IX INDEMNIFICATION AND INSURANCE A. Indemnification. CONSULTANT will defend, indemnify and hold harmless CITY, its City Council, Boards, Commissions and its officers, employees and agents (collectively "CITY"), against any claim, loss or liability that arises because of the sole or primary negligence or willful misconduct of CONSULTANT, its agents, officers or employees, in performing any of the services under this Agreement. CITY will indemnify and hold harmless CONSULTANT, its agents, officers or employees against any claim, loss or liability that arises because of the sole or primary negligence or willful misconduct of CITY personnel or its other agents or if CONSULTANT is named as a party in a lawsuit simply because CONSULTANT is performing work on CITY'S behalf and there is no allegation of any wrongdoing on the part of the CONSULTANT. B. General Liability. CONSULTANT shall at all times during the term of the PROFESSIONAL SERVICES AGREEMENT FOR FRANCHISE FEE REVIEW SERVICES Page 5 of 9 Agreement carry, maintain, and keep in full force and effect, a policy or policies of Commercial General Liability Insurance, with minimum limits of one million dollars ($1,000,000.00) for each occurrence and two million dollars ($2,000,000.00) in the aggregate, combined single limit, against any personal injury, death, loss or damage resulting from the wrongful or negligent acts by CONSULTANT. An insurer admitted in the State of California and rated in Best's Insurance Guide with a rating A VII or better shall issue said policy or policies. C. Worker's Compensation. CONSULTANT agrees to maintain in force at all times during the performance of work under this Agreement worker's compensation insurance as required by the law. CONSULTANT shall require any subcontractor similarly to provide such compensation insurance for their respective employees. D. Notice of Cancellation. i. All insurance policies shall provide that the insurance carrier shall not cancel the insurance coverage without thirty (30) days prior written notice to CITY. CONSULTANT agrees that it will not cancel or reduce said insurance coverage. ii. CONSULTANT agrees that if it does not keep the aforesaid insurance in full force and effect, CITY may either immediately terminate this Agreement or, if insurance is available at a reasonable cost, CITY may take out the necessary insurance and pay, at CONSULTANT'S expense, the premium thereon. E. Certificate of Insurance. At all times during the term of this Agreement, CONSULTANT shall maintain on file with the City Clerk certificates of insurance showing that the aforesaid policies are in effect in the required amounts. The commercial general liability policy or policies shall contain an endorsement naming the CITY as an additional insured, which CONSULTANT shall maintain on file with the City Clerk. F. Primary Coverage. The insurance provided by CONSULTANT shall be primary to any coverage available to CITY in relation to the services provided under this Agreement. The insurance policies (other that worker's compensation and professional liability) shall include provisions for waiver of subrogation. , PROFESSIONAL SERVICES AGREEMENT FOR FRANCHISE FEE REVIEW SERVICES Page 6 of 9 ARTICLE X TERMINATION A. If, at any time during the term of this Agreement, CITY determines, at its sole reasonable discretion, that CONSULTANT is not faithfully abiding by any term or condition contained herein, CITY may notify CONSULTANT in writing of such defect or failure to perform; which notice must give CONSULTANT ten (10) days to cure the defect or failure to perform. If CONSULTANT has not performed the work or cured the defect to the satisfaction of CITY, CITY may terminate this Agreement immediately by written notice to the CONSULTANT to said effect. B. If, at any time during the term of this Agreement, CONSULTANT reasonably determines that CITY is not abiding by any material term or condition contained herein, CONSULTANT may notify CITY in writing of such defect or failure to perform; which notice must give CITY thirty (30) days to cure the defect or failure to perform. If CITY has not cured the defect to the satisfaction of CONSULTANT, CONSULTANT may terminate this Agreement immediately by written notice to the CITY to said effect. C. In said event, CONSULTANT shall be entitled to the reasonable value of its services performed from the beginning of the period in which the breach occurs up to the day of notice of termination, less any offset from such payment representing the CITY'S damages from such breach. CITY reserves the right to delay any such payment so as to permit a full and complete accounting of the cost of damages. In no event, however, shall CONSULTANT be entitled to receive compensation in excess of the amount provided in this Agreement. ARTICLE XI GENERAL PROVISIONS A. Fair Employment Practices/Equal Opportunity Acts. In the performance of this Agreement, CONSULTANT shall comply with all applicable provisions of the California Fair Employment Practices Act (California Government Code Sections 12940-48) and the applicable equal employment provisions of the Civil Rights Act of 1964 (42 U.S.C. 200e-217), whichever is more restrictive. B. Non-discrimination. CONSULTANT shall not discriminate as to race, creed, religion, gender, color or national origin in the performance of its services and duties pursuant to this Agreement, and will comply with all rules and regulations of the CITY relating thereto. PROFESSIONAL SERVICES AGREEMENT FOR FRANCHISE FEE REVIEW SERVICES Page 7 of 9 C. Legal Action. i. Should either party to this Agreement bring legal action against the other, the case shall be handled in Los Angeles County, California, and the party prevailing in such action shall be entitled to reasonable attorney's fees, which shall be fixed by the judge hearing the case, and such fee shall be included in the judgment. ii. Should any legal action about a project between CITY and a party other than CONSULTANT require the testimony of CONSULTANT when there is no allegation that CONSULTANT was negligent, CITY shall compensate CONSULTANT for its testimony and preparation to testify at the hourly rates in effect at the time of such testimony. D. Compliance with Applicable Law. CONSULTANT and CITY shall comply with all applicable laws, ordinances and codes of the Federal, State and local Governments. E. Assignment. This Agreement shall not be assignable by either party without the prior written consent of the other party. Notwithstanding the foregoing, CONSULTANT may use the services of persons and entities not in its employ, when it is appropriate and customary to do so upon prior approval by CITY. CONSULTANT'S use of others for CITY shall not unreasonably restrict additional services, provided CONSULTANT notifies CITY in advance. F. Independent Contractor. CONSULTANT is and shall at all times remain, as to CITY, a wholly independent contractor. Neither CITY nor any of its agents shall have control over the conduct of CONSULTANT or any of CONSULTANT'S employees, except as herein set forth. CONSULTANT expressly warrants not to, at any time or in any manner, represent that it, or any of its agents, servants or employees, are in any manner the agents, servants or employees of CITY, it being distinctly understood that CONSULTANT is, and shall at all times remain to CITY, a wholly independent contractor and CONSULTANT'S obligations to CITY are solely such as are prescribed by this Agreement. G. Titles. That titles used in this Agreement are for general reference only and are not part of this Agreement. H. Extent of Agreement. This Agreement and Exhibit "A" hereto represent the entire and integrated Agreement between CITY and CONSULTANT and supersede all prior negotiations, representations or Agreements, written or oral. This Agreement may be modified or amended only by a subsequent written Agreement signed by both parties. PROFESSIONAL SERVICES AGREEMENT FOR FRANCHISE FEE REVIEW SERVICES Page 8 of 9 G. Legal Construction i. This Agreement is made and entered into in the State of California and shall in all respects be interpreted, enforced and governed under the substantive laws of the State of California. ii. This Agreement shall be construed without regard to the identity of the persons who drafted its various provisions. Each and every provision of this Agreement shall be construed as though each of the parties participated equally in the drafting of same, and any rule of construction that a document is to be construed against the drafting party shall not be applicable to this Agreement. iii. The article and section, captions and headings herein have been inserted for convenience only, and shall not be considered or referred to in resolving questions of interpretation or construction. iv. Whenever in this Agreement the context may so require, each gender shall be deemed to refer to and include any other gender and the singular shall refer to and include the plural. J. Notices. All notices pertaining to this Agreement shall be in writing and addressed as follows: If to CONSULTANT: John Risk Communications Support Group, Inc. 2850 Mesa Verde Drive East, Suite 118 Costa Mesa, CA 92626 If to CITY: Dennis McLean, Director of Finance & Information Technology City of Rancho Palos Verdes 30940 Hawthorne Boulevard Rancho Palos Verdes, CA 90275 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date and year first above written. PROFESSIONAL SERVICES AGREEMENT FOR FRANCHISE FEE REVIEW SERVICES Page 9 of 9 COMMUNICATIONS SUPPORT GROUP, INC. By: ; s.fit 9 i (Title) Dated: 5*- o7 _ 4, CITY OF RANCHO PALOS VERDES By: or Dated: Attest: echgutve"..v.; City Clerk