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Daphne E Clarke (Dec 1996) RANCHO PALOS VERDES MAINTENANCE AUTHORITY PROFESSIONAL SERVICES AGREEMENT 1. IDENTIFICATION This Agreement is effective as of the day of 1996 ("the effective date"), by and between the Rancho Palos Verdes Maintenance Authority (hereinafter referred to as "AUTHORITY") and Daphne E. Clarke (hereinafter referred to as "CONSULTANT"). 2. RECITALS Whereas, AUTHORITY desires to retain CONSULTANT to monitor, evaluate, service and maintain dewatering well equipment in the City of Rancho Palos Verdes on a regular basis; and Whereas, CONSULTANT is well qualified by reason of education and experience to perform such services; and Whereas, CONSULTANT is willing to render such professional services as hereinafter defined. Now, therefore, for and in consideration of the mutual covenants and conditions herein contained, AUTHORITY hereby engages CONSULTANT and CONSULTANT agrees to perform the services set forth in this Agreement. 3. CONSULTANT'S SERVICES: CONSULTANT hereby agrees to perform the following services in exchange for the compensation set forth below: 3.1 Monitor all dewatering wells identified in Exhibit "A" attached hereto and incorporated herein by reference (collectively, "the wells"), on a weekly basis. 3.2 Record weekly water pumped from each of the wells identified in Exhibit "A". 3.3 Where feasible, record the wells' electrical usage, as needed or as directed by AUTHORITY. 3.4 Calculate weekly the flow rates from each of the wells identified in Exhibit "A". 3.5 Inspect any well as directed by authority to determine its condition, refer to authority for action. . 3.6 Consult with AUTHORITY and AUTHORITY's staff as necessary to determine the necessity for pump or instrument replacement or repair. 3.7 Perform minor repairs to electrical or pumping equipment and instruments, where possible. 3.8 Perform preventative maintenance on all instruments and equipment. 3.9 Coordinate and supervise the activities of various contractors in connection with the replacement of instruments, pumps and equipment, and at the direction AUTHORITY, the drilling of new wells. 3.10 Perform other related tasks and activities as authorized by AUTHORITY, the Executive Director of AUTHORITY, or his/her authorized representative. 3.11 Provide oral and written reports on the progress of the work required under this Agreement from time to time as requested by AUTHORITY. 4. NO SUBCONTRACTING 4.1 CONSULTANT represents that she possesses the professional and technical experience required to perform the services required under this Agreement. Daphne Clark shall have direct responsibility for management of the project. No change shall be made in this assignment of key personnel without the prior written approval of AUTHORITY. 4.2 CONSULTANT shall not subcontract the performance of any of CONSULTANT's Services as set forth in this Agreement without the prior written approval of the AUTHORITY. 5. PAYMENT AUTHORITY agrees to pay CONSULTANT for the performance of the services identified above at the rate of two hundred dollars ($200) per month throughout the term of this Agreement. AUTHORITY also shall reimburse CONSULTANT for any reasonable out-of-pocket expense incurred in the performance of the services required by this Agreement, provided that such expense was incurred with the prior approval of AUTHORITY and is supported by appropriate documentation. CONSULTANT shall issue monthly invoices to AUTHORITY for such amounts due. Payments to CONSULTANT shall be made within thirty (30) days of receipt of the invoice by AUTHORITY. 6. TERM The Term of this Agreement shall be twenty-four (24) calendar months from the effective date. 7. OWNERSHIP AND RETENTION OF DOCUMENTS All documents, data, studies, surveys, drawings, maps, records, models, photographs and reports prepared by CONSULTANT under this Agreement shall be the property of AUTHORITY upon payment to CONSULTANT for the services necessary to produce each item. Said documents, records and materials shall be retained by CONSULTANT for a period of not less than twenty four (24) months after the termination of this agreement, and shall be made available for review by AUTHORITY or delivered to AUTHORITY by CONSULTANT upon request. 8. INDEPENDENT CONTRACTOR CONSULTANT shall act hereunder as an independent contractor. This Agreement shall not and is not intended to designate CONSULTANT as an agent, servant, or employee of AUTHORITY and shall not and is not intended to create the relationship of partnership, joint venture or association between AUTHORITY and CONSULTANT. 9. INSURANCE CONSULTANT shall submit to AUTHORITY certificates indicating compliance with the following minimum insurance requirements not less than one (1) day prior to the beginning of performance under this Agreement. 9.1 Worker's Compensation Insurance (or evidence of self-insurance) which is to be provided by CONSULTANT if and when she employs any employee(s), as required by the California Labor Code. 9.2 Comprehensive automobile liability insurance in amounts not less than $100,000 for personal injury to any one person, $100,000 for injuries arising out of any one occurrence, and $100,000 for property damages or a combined single limit of $100,000, covering any automobile used by CONSULTANT in the performance of this Agreement. Each policy of liability insurance shall: a) Be issued by insurance companies which are admitted to do business in the State of California or which is approved in writing by AUTHORITY. b) Procurement of insurance by CONSULTANT shall not be construed as a limitation of CONSULTANT's liability or as full performance of CONSULTANT's duties to indemnify, hold harmless, and defend under this Agreement. c) CONSULTANT shall not commence the performance of its services under this Agreement until the above insurance has been obtained and Certificates of Insurance have been filed with AUTHORITY. 10. INDEMNIFICATION CONSULTANT agrees to indemnify and defend the AUTHORITY, its officers, employees and agents against, and will hold and save them and each of them harmless from, any and all actions, claims, damages to persons or property, penalties, obligations or liabilities, including reasonable attorney's fees and costs of suit, that may be asserted or claimed by any person, firm, entity, corporation, political subdivision or other organization arising out of the negligent or wrongful acts, errors or omissions of CONSULTANT, its agents, employees, subcontractors, or invitees, in the performance of this Agreement. AUTHORITY shall bear the responsibility for the willful misconduct or negligent acts of AUTHORITY, its officers, employees and agents. 11. TERMINATION This Agreement may be terminated by either party with or without cause upon written "Notice of Termination" to the other party at least ten (10) days prior to the termination date specified in the notice. In the event this Agreement is terminated, CONSULTANT shall be paid for all authorized services rendered as of the date of termination. 12. NOTICES Any and all notices, demands, invoices, and written communications between the parties shall be transmitted by the United States mail and shall be addressed to the parties as follows: Mr. Paul Bussey, City Manager Ms. D. E. Clarke City of Rancho Palos Verdes 10 Peppertree Drive 30940 Hawthorne Blvd. Rancho Palos Verdes, CA 90275 Rancho Palos Verdes, CA 90275 Any such notices, demands, invoices and written communications shall be conclusively deemed to have been received by the addressee five days after the deposit thereof in the United States Mail, postage prepaid and properly addressed as noted above. 13. ENTIRE AGREEMENT This Agreement, together with Exhibit "A" attached hereto, constitutes the entire agreement between the parties and supersedes any and all other agreements, either oral or in writing, between the parties with respect to the subject matter herein. Each party to this Agreement acknowledges that no representations by any party which are not embodied herein and no other agreement, statement or promise not contained in this Agreement shall be valid and binding. Any modification of this Agreement will be effective only if it is in writing signed by the parties. No breach of any provision of this Agreement can be waived unless in writing. Waiver of any one breach of any provision N:\GROUP\PW\LES\MISC\1201551. shall not be deemed to be a waiver of any other breach of the same or any other provision of this Agreement. 14. SEVERABILITY If any provision of this Agreement is found to be invalid, void or unenforceable, the remaining provisions shall nevertheless continue in full force and effect without being impaired or invalidated in any way. 15. CONSTRUCTION This Agreement shall be governed by and construed in accordance with the laws of the State of California, and shall be construed as if jointly drafted. 16. ATTORNEY'S FEES In the event that legal action is necessary to enforce the provisions of this Agreement, the parties agree that the prevailing party in the action shall be entitled to recover reasonable attorney's fees from the opposing party. 17. PROHIBITION AGAINST TRANSFER OR ASSIGNMENT CONSULTANT shall not assign, delegate, transfer or hypothecate this Agreement or any interest therein directly or indirectly, by operation of law or otherwise, without the prior written consent of AUTHORITY. Any attempt to do so without such consent shall be null and void and confer no right on any third party. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written. RANCHO PALOS VERDES MAINTENANCE AUTHORITY By: Chair Attest: By: Secretary DAPHNE E. CLARKE By: - t . C)2-a-dt-t-C- Daphne E. Clarke N:\GROUP\P'W\LES\M IS C\12015 51. EXHIBIT A Portuguese Bend Dewatering Wells Yamaguchi Well Nancy Well Figueroa Well Strutzel Well Tangerine Well Cherryhill Well No. 1 Cherryhill Well No. 2 Fischer Well Lake Well No. 1 Lake Well No. 2 Paintbrush Well No. 1 Paintbrush Well No. 2 Archery Range Well El Diablo Well Crenshaw Well Junction Well Bara Well Nelson Well Peppertree Gate Well