Daphne E Clarke (Nov 1996) 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.
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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.
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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
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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: 6
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Attest:
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BY
Secretary
DAPHNE E. CLARKE
By:Y
Daphne E. Clarke
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