D E Clarke (Aug 1991) AGREEMENT FOR SERVICES BY AN INDEPENDENT CONTRACTOR
THIS AGREEMENT FOR INDEPENDENT CONTRACTOR SERVICES (herein-
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after, the "Agreement") is made and entered into as of this day
of1991 , byand between the RANCHO PALOS VERDES
REDEVELOPMENT AGENCY (hereinafter, the "Agency") , and D. E. Clarke
(hereinafter, "Clarke") .
RECITALS
The Agency requires the services of, and desires to retain
Clarke, an independent contractor, to perform the services set
forth and described in Paragraph III (hereinafter, "Services") . The
Agency and Clarke mutually desire to enter into this Agreement in
accordance with the terms and conditions set forth herein.
EXECUTORY AGREEMENT
NOW, THEREFORE, in consideration of the mutual promises
contained herein, the Agency and Clarke agree as follows:
I. Independent Contractor. Clarke is retained as an
independent contractor only, for the sole purpose of rendering
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those Services set forth in Paragraph II or otherwise requested by
the Agency, and is not an employee of the Agency. The Agency shall
have the right to control Clarke only insofar as the results of
Clarke's Services rendered pursuant to this Agreement, and the
Agency shall not have the right to control the means by which
Clarke accomplishes said Services.
II. Contractor Services. For the consideration herein, Clarke
will perform the following Services:
a. Monitor wells on a weekly basis.
b. Record water pumped weekly, as monitored.
c. Record electrical usage where feasible as needed, or as
directed by Agency.
d. Calculate flow rates weekly.
e. Evaluate amount of water pumped, flow rates, and
electrical performance to determine the status of each well.
f. Evaluate each well as needed, or as directed by the
Agency, to determine viability of each well and its contribution to
the total dewatering effort.
g. Consult with the Agency as necessary to determine the
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necessity for pump or instrument replacement or repair.
h. Direct the repair or replacement of pump(s) , instru-
ment(s) , or pumping related equipment as authorized by Agency.
i. Make minor _epairs to electrical , pumping equipment or
instruments where possible.
j. Perform preventative maintenance on all instruments and
equipment.
k. Coordinate the activities of various contractors in
connection with the replacement of instruments, pumps and
equipment, and the drilling of new wells.
1. Other related activities as authorized by the Agency,
the Agency's Executive Director or his authorized representative.
III. No Subcontracting. Clarke shall not subcontract the
performance of any of the Services set forth above without the
prior written approval of the Agency.
IV. Payment. The Agency shall pay to Clarke the total sum of
$200. 00 per month for the performance of the above-described
Services.
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V. Records. Clarke shall maintain records on all Services
performed for the Agency under this Agreement for a period of not
less than twenty-four (24) months after the completion or
termination of this Agreement, and make such records available for
review if requested by the Agency from time to time as the Agency
may require during the term, or within twenty-four (24) months of
the completion or termination, of this Agreement.
VI. Termination. Either party to this Agreement may terminate
this agreement with or without cause at any time during the term of
this Agreement, upon ten (10) days written notice to the other
party. In the event of termination, all finished or unfinished
data, studies, reports and other items prepared by Clarke in the
course of her work as a contractor shall become the property of the
Agency and Clarke shall promptly deliver such items to the Agency.
In the event of termination, the Agency shall pay Clarke for all
authorized Services performed up to the date of termination of this
Agreement.
VII. Indemnification_. Defense and Hold Harmless. Clarke shall
indemnify, defend and hold harmless the Agency, its officers,
officials, employees, agents and representatives from and against
any and all actions, claims, demands, judgments, attorney's fees,
costs, damage to person or property, penalties, obligations,
expenses or liabilities that may be asserted or claimed by any
person or entity arising out of the willful misconduct or negligent
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acts of Clarke in her performance of any tasks or Services for or
on behalf of the Agency. The Agency shall bear the responsibility
for the willful misconduct or negligent acts of the Agency, its
officers, officials, employees, agents and representatives.
VIII. Insurance. Clarke shall take out and maintain at all
times during the term of this Agreement the following policies of
insurance:
a. Homeowners' General Liability Insurance. Clarke
shall at all times during the term of this contract carry
homeowners' general liability insurance for bodily injury, death
and property damage which may arise from Clarke's performance of
services under this Agreement, in a minimum Combined Single Limit
of $100 ,000.
al. Health Insurance. Clarke shall at all times during
the term of this contract maintain general medical insurance for
any bodily injury or illness which may affect Clarke during the
performance of her duties.
b. Clarke agrees not to use any owned, non-owned, or
hired automotive vehicles in the performance of this contract
without filing with the Agency proof of comprehensive automobile
liability insurance.
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These insurance policies are primary insurance and no insurance
held or owned by the Agency shall be called upon or looked to cover
a loss under said policies. The Agency shall not be liable for the
payment of premiums or assessments on these policies.
c. Certificate of Insurance Required. At least thirty
( 30) days prior to the expiration, reduction, limitation or
cancellation of any policy of insurance required under Paragraph
VIII, Clarke or Clarke's insurer shall file with the Agency notice
of such expiration, limitation, reduction, or cancellation and,
within a reasonable time, shall provide a signed, complete
certificate of insurance showing that the insurance coverage has
been renewed or extended.
IX. Prevailing Party Entitled to Relief. In the event any
action is commenced by one party to this Agreement against the
other to enforce any of the rights or obligations arising from this
Agreement, the prevailing party in such action, in addition to any
other relief and recovery ordered by the court, shall be entitled
to recover all statutory costs, together with reasonable attorney's
fees.
X. Not Assignable. Clarke shall not assign or otherwise
transfer any of her rights or obligations under this Agreement
without the prior written consent of the Agency; and any such
assignment or other transfer without such consent shall be void.
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XI. Notices. All notices, or other instruments required or
permitted to be given under this Agreement shall be served by
personal delivery or deposited in a United States mail depository,
postage prepaid, and addressed as follows:
If to the Agency: Rancho Palos Verdes Redevelopment Agency
30940 Hawthorne Boulevard
Rancho Palos Verdes, California 90274
Attn: Paul D. Bussey
If to Consultant: D. E. Clarke
10 Peppertree Drive
Rancho Palos Verdes, California 90274
Either party may have notices, orother instruments delivered to
another address or person if that party so indicates to the other
party in writing. Service of any instrument by mail shall be
deemed effective forty-eight (48) hours after deposit in a United
States mail depository, postage prepaid, and addressed as set forth
above.
XII. Integration. This Agreement represents the entire under-
standing of the Agency and Clarke as to those matters contained
herein, and no prior oral or written understanding shall be of any
force or effect with regard to those matters covered by this
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Agreement. This Agreement may not be modified, altered or amended
except in writing signed by both the Agency and the Agency.
XIII. Construction. This Agreement shall be construed in
accordance with the laws of the State of California and as if
drafted by both parties::.: hereto.
IN WITNESS WHEREOF, this Agreement has been executed as of
the date first written above.
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D. E. CLARKE
RANCHO PALOS VERDES
REDEVELOPMENT AGENCY
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ATTEST:
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.! - .4 6.Ail 1
Agency Secretary
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APPROVED AS TO FORM:
By /s/ CAROL LYNCH
Agency Attorney
Rancho Palos Verdes
Redevelopment Agency
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