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HomeMy WebLinkAboutReso 1987-12903 RESOLUTION NO. 12903 RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CHULA VISTA APPROVING AGREEMENT BETWEEN THE CITY OF CHULA VISTA AND JOHN C. TSIKNAS FOR PROJECT MANAGEMENT SERVICES FOR THE TRAFFIC SIGNAL MASTER COMPUTER SYSTEM AND AUTHORIZING THE MAYOR TO EXECUTE SAID AGREEMENT The City Council of the City of Chula Vista does hereby resolve as follows: NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Chula Vista that that certain agreement between THE CITY OF CHULA VISTA, a municipal corporation, and JOHN C. TSIKNAS for project management services for the Traffic Signal Master Computer System dated the 10th day of February , 1987, a copy of which is attached hereto and incorporated herein, the same as though fully set forth herein be, and the same is hereby approved. BE IT FURTHER RESOLVED that the Mayor of the City of Chula Vista be, and he is hereby authorized and directed to execute said agreement for and on behalf of the City of Chula Vista. Presented by Approved as to form by / P. Lippift; Director of __~/~mas J. ~rrbn, City Public Works/City Engineer -~%torney ~/ 0374a ADOPTED AND APPROVED BY THE CITY COUNCIL OF THE CITY OF CHULA VISTA, CALIFORNIA, this 10th d(~y Of February 19 87 , by the following vote, to-wit: AYES: Councilmembers McCandliss, Cox, Moore, Nader NAYES: Counci I members None ABSTAIN: Councilmembers None ASSENT: Council members Malcolm ~ Vista city STATE OF CALIFORNIA ) COUNTY OF SAN DIEGO ) ss. CITY OF CHULA VISTA ) I, JENNIE M. FULASZ, CMC, CITY CLERK of the City of Chula Vista, California, DO HEREBY CERTIFY that the above and foregoing is a full, true and correct copy of RESOLUTION NO. 12903 ,and fhaf the same has nor been amended or repealed. DATED City Clerk Cl'rf OF CHULA VISTA CC-660 AGREEMENT FOR SERVICES THIS AGREEMENT, entered into this lOth day of February , 1987 by and between THE CITY OF CHULA VISTA, a municipal corporation {hereinafter referred to as "CITY"), and JOHN C. TSIKNAS (hereinafter referred to as "Consultant"). W ITNESSETH: WHEREAS, City is considering the design, implementation, and evaluation of a TP~FFIC SIGNAL MASTER COMPUTER SYSTEM (hereinafter referred to as "Project"), and WHEREAS, City is desirous to hire a Consultant to assist the City in the execution of Project as well as coordinate certain activities of City staff, certain retained support consultants,, and other agencies in the execution of Project. NOW, THEREFORE, IT IS HEREBY MUTUALLY AGREED by and between the parties hereto as follows: CONSULTANT SERVICES SECTION 1. The general and continuing services throughout the preparation and implementation of Project to be provided by Consultant, at the direction of the City Manager or his designee, shall be the following: A. Prepare the necessary application to obtain Federal funding for Project and to follow up as necessary to obtain said funding. B. Prepare the Request For Proposal (RFP) inviting consultant services for design and implementation of Project. C. Participate in selecting a design consultant for Project. D. Assist and advise City in reviewing Project design. E. Assist and advise City in Project implementation. F. Assist and advise City in Project evaluation. G. Attend such meetings of City Council, City staff, design consultant, and other agencies as may be required. H. Review report documents or studies for City as may be directed and required. I. Provide ongoing system support as may be directed and required. TIME SCHEDULE SECTION 2. A. The amount of time estimated to complete the Consultant services is thirty I(30) months. B. The Consultant services under this Agreement shall be continuing until completion of the Project or the termination of this Agreement. FEE FOR SERVICES SECTION 3. Consultant shall be paid a fee based on an hourly rate of $75.00 per hour, plus reimbursement for all out-of-pocket expenses outside of normal office expenses, including but not limited to: travel, printing, and related documentation reproduction. All fees will be payable on a monthly basis upon an invoice submitted by Consultant. The fee for Consultant Services shall not exceed $15,000.00. SERVICES BY CITY SECTION 4. City further agrees to furnish Consultant, in a timely manner, such maps, records, and other documents and proceedings, or certified copies thereof, as are available and may be reasonably required by Consultant in the performance of these services. CONFLICT OF INTEREST SECTION 5. Consultant presently has and shall acquire no interest whatsoever in the subject matter of this Agreement, direct or indirect, which would constitute a conflict of interest or give the appearance of such conflict. No person having any such conflict of interest shall be employed or retained by Consultant under this Agreement. -2- Consultant specifically certifies that neither Consultant nor any other person employed or retained by Consultant has performed work for or on behalf of developers/owners in subject area. Consultant specifically certifies, in addition, that no promise of future employment or other consideration of any kind has been made to Consultant or any employee, agent, or representative of Consultant, by the developers/owners, any employee, agent or representative of Consultant regarding the subject matter of this Agreement, or any future project in which Consultant has an interest. TERMINATION OF AGREEMENT FOR CAUSE SECTION 6. If, through any cause, Consultant shall fail to fulfill in a timely and proper manner his obligations under this Agreement, or if Consultant shall violate any of the covenants, agreements, or stipulations of the Agreement, City shall have the right to terminate this Agreement by giving written notice to Consultant of such termination and specifying the effective date thereof, at least five (5) days before the effective date of such termination. In that event, all finished or unfinished documents, data, studies, surveys, drawings, maps, reports, and other materials prepared by Consultant shall, at the option of City, become the property of City and Consultant shall be entitled to receive just and equitable compensation for any work satisfactorily completed on such documents and other materials up to the effective date of notice of termination, not to exceed the amounts payable under Section 3 hereinabove. TERMINATION FOR CONVENIENCE OF CITY SECTION 7. City may terminate this Agreement at any time and for any reason by giving written notice to Consultant of such termination and specifying the effective date thereof, at least thirty (30) days before the effective date of such termination. In that event, all finished and unfinished documents and other materials described in Section 6 hereinabove shall, at the option of City, become City's sole and exclusive property. If the Agreement is terminated by City as provided in this paragraph, Consultant shall be entitled to receive just and equitable compensation for any satisfactory work completed on such documents and other materials to the effective date of such termination. Consultant hereby expressly waives any and all claims for damages or compensation arising under this Agreement except as set forth in Section 3 hereinabove in the event of such termination. -3- ASSIGNABILITY SECTION 8. Consultant shall not assign any interest in this Agreement, and shall not transfer any interest in the same (whether by assignment or novation), without prior written consent of City; provided, however, that claims for money due or to become due to Consultant from City under this Agreement may be assigned to a bank, trust company, or other financial institution without such approval. Notice of such assignment or transfer shall be furnished promptly to City. Any assignment requiring approval may not be further assigned without City approval. OWNERSHIP, PUBLICATION, REPRODUCTION AND USE OF MATERIAL SECTION 9. All reports, studies, information, data, statistics, forms, designs, plans, procedures, systems, and any other materials or properties produced under this Agreement shall be the sole and exclusive property of City. No such materials or properties produced in whole or in part under this Agreement shall be subject to private use, copyrights, or patent right by Consultant in the United States or in any county without the express written consent of City. City shall have unrestricted authority to publish, disclose {as may be limited by the provisions of the Public Records Act), distribute, and otherwise, use, copyright or patent, in whole or in part, any such reports, studies, data, statistics, forms or other materials or properties produced under this Agreement. INDEPENDENT CONTRACTOR SECTION 10. City is interested only in the results obtained, and Consultant shall perform as an independent contractor with sole control of the manner and means of performing the services required under the Agreement. City maintains the right only to reject or accept Consultant's final work product as each phase of this Agreement is completed. Consultant and any of Consultant's agents, employees, or representatives are, for all purposes under this Agreement, an independent contractor, and shall not be deemed to be an employee of City, and none of them shall be entitled to any benefits to which City employees are entitled, including, but not limited to, overtime, retirement benefits, workers~ compensation benefits, injury leave, or other leave benefits. -4- HOLD HARMLESS SECTION ll. Consultant agrees to defend, indemnify and hold harmless the CITY from and against all liability, cost and expense (including without limitation attorneys' fees) arising from loss of or damage to any property whatsoever or injury to or death of any person whomsoever caused or alleged to be caused or occasioned by the negligent act or omission of Consultant or any agent or employee of Consultant arising out of or in connection with this agreement or the work to be performed by Consultant hereunder, except to the extent such liability, cost or expense is caused by the negligence of the City. CHANGES SECTION 12. City may from time to time require changes in the scope of the services by Consultant to be performed under this Agreement. Such changes, including any increase or decrease in the amount of Consultant's compensation, which are mutually agreed upon by City and Consultant shall be effective as amendments to this agreement only when in writing. IN WITNESS WHEREOF, City and Consultant have executed this Agreement on this 10thday of February , 1987. CITY OF CHULA VISTA CONSULTANT Mayor of lty of Chula Vista .~ C. Tsiknas City C1 erkf J/ A~~ form by ~ ~ Attorney WPC 2595E -5- Page Seven