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HomeMy WebLinkAboutReso 1978-9003RESOLUTION NO. 9003 RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CHULA VISTA APPROVING AGREEMENT T~TITH BOOZ, ALLEN & HAMILTON, INC. FOR CONSULTANT SERVICES, AND APPROPRIATING FUNDS THEREFOR The City Council of the City of Chula Vista does hereby resolve as follows: NOW, THEREFORE, BE IT RESOLVED that that certain agreement between THE CITY OF CHULA VISTA, a municipal corporation, and BOOZ, ALLEN & HAMILTON, INC. for consultant services, dated thelst day of Februar.,y 1978, 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 City Manager 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. BE IT FURTHER RESOLVED that the sum of $19,500 be, and the same is hereby appropriated from the unappropriated surplus of the General Fund and placed in account 100-0210-5201 (professional services) for the purpose set forth hereinabove. Presented by Approved as to form by '~ 9 .f. ~fiL-C,-C! L- , Line F. Cole, City Manag George D. Lindberg, City Attorney ADOPTED AND APPROVED by the CITY COUNCIL of the CITY OF CHULA VISTA, CALIFORNIA, this 7th day of February , 1978, by the following vote, to-wit: AYES: Councilmen E~dahl, IIobel, Cox, Scott NAYES: Councilmen done ABSENT: Councilmen tivde ATTEST City Clerk STATE OF CALIFORNIA ) COUNTY OF SAN DIEGO ) ss. CITY OF CHULA VISTA ) ~~ ~ a~~'~t..~ May /of the City of Chula Vista Pro Tempore I, , Chula Vista, California, DO HEREBY CERTIFY true and correct copy of Resolution No. has not been amended or repealed. DATED City Clerk of the City of that the above is a full, and that the same City Clerk AGREEMENT BETWEEN THE CITY OF CHULA VISTA, CALIFORNIA APdD BOOZ, ALLEN & HAMILTON, INC. FOR THE CONDUCT OF AN OPERATIONS REVIEW OF THE PLANNING DEPARTP4ENT THIS AGREED'LENT, made and entered into this first day of February , 1978, by and between THE CITY OF CHULA VISTA, a municipal corporation, hereinafter called "City"; and BOOZ, ALLEN & HAMILTON, INC., a private corporation, 555 California Street, San Francisco, California 94104, hereinafter called "Consultant"; W I T Z1 E S S E T H WHEREAS, the City proposes to engage Consultant in accor- dance with the terms and conditions set forth herein to render certain special professional services and advice in conducting an operations review of the Planning Department and other services in relation thereto, and WHEREAS, Consultant is specially trained and possesses certain skills, experience, education and competency, to peform the special services, and City desires to engage Consultant for such special services upon the terms herein provided. NOW, THEREFORE, IT IS MUTUALLY AGREED by and between the parties hereto as follows: 1. EMPLOYP~4ENT OF CONSULTANT. City hereby agrees to engage Consultant, and Consultant agrees to perform the professional services and advice as herein- after set forth. 2. ADP2INISTRATOR OF AGREEMENT. City D4anager, Lane F. Cole, shall be the City's represen- tative for the purpose of administering this Agreement. Firm Vice President, Edward W. Kelley, shall be in charge of the performance of this Agreement on behalf of Consultant. 3. PROJECT MANAGEMENT. Deputy City Manager, L. J. Wittenberg, shall be responsible for facilitating and monitoring Consultant's efforts on behalf of City. Senior Associate, John G. Harlow, shall be responsible for on-site performance of Consultant.. Consultant agrees that the following personnel shall devote substantially the number of hours as indicated to this project: Edward W. Kelley 16--32 John G. Harlow 184-232 Linda S. Graebner 144-192 TOTAL 344-456 City agrees that Mr. Luis Acle, Jr, may be substituted for PZs. Graebner no later than commencement of the project. No other substitutes in the list of key personnel shall be made without prior written approval of the City. Each Consultant invoice shall indicate the accumulated actual time expended by key personnel from project start. -1- 4. SCOPE OF SERVICES. City agrees to employ the Consultant to provide services in accord with the Consultant's proposal to the City dated December 22, 1977 and as amended by memorandum dated January 17, 1.978 and attached hereto as Exhibits "B" and "C" respectively, and incorporated herein. However, the predominant standard for satisfactory performance under this contract is completion of all "Tasks" delineated in the City's request for proposal dated November 22, 1977 and attached hereto as Exhibit "A". 5. COMPENSATION. City agrees to pay Consultant the total sum of Nineteen Thousand, Five Hundred Dollars ($19,500) for the above services. In no event shall Consultant be entitled to any compensation, bene- fits, reimbursements or ancillary services other than those provided for herein. 6. METHOD OF PAYMENT. City agrees to pay Consultant promptly, upon submission by Consultant of invoices, according to the following schedule: Remittance Event (A~prox. Date) a. Upon receipt by City of $5,000 memorandum from Consultant (2/28/78) as designated in Task 1. _ b. Upon receipt by City of $4,000 summary of major findings (3/31/78) from Consultant as designated in Task 2. c. Upon receipt by City of $4,000 memorandum from Consultant (4/30,/78) as designated in Task 3. d. Upon receipt by City of $4,500 final report and presentation (5/31/78) from Consultant as designated in Task 4. e. Upon receipt by City of six-month $2,000 evaluation from Consultant as (11/30/78) designated in Task 5. $19,500 Failure of the City to accept the recommendations and con- clusions of the Consultant on the basis of differences of professional opinion shall be the basis neither for non-acceptance of the work performed by the Consultant nor for non-payment to the Consultant. 7. TERb4 OF AGREEP2ENT. This Agreement shall commence upon execution of this docu- ment and extend ten (10) months therefrom. Work is scheduled to begin on or about February 13, 1978 and a final report (Task 4) is to be submitted within three and one-half months from initiation of the project. An evaluation report is to be submitted within six f months from the date of the final report. -2- 8. TERD'!INATION OF AGREEMENT FOR CAUSE. Upon breach of this 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, and other materials as described in Paragraph 18 prepared by Consultant shall become the sole and exclusive property of City, and Consultant shall be entitled to receive reasonable compensation for any satisfactory work completed on such documents, or other such materials to date of termination, not to exceed the amounts payable to date of termi- nation under Paragraph 6, reduced by the amount of damages sustained by City by reason of such breach. 9. TERMINATION FOR CONVENIENCE OF CITY. City may terminate this Agreement, at any time, by giving written notice to Consultant of such termination and specifying the effective date thereof at least ninety (90) days before the effective date of such termination. In that event, all finished or unfinished documents and other materials as described in Paragraph 18 shall become the sole and exclusive property of City. If the Agreement is terminated by City as provided herein, Consultant shall be paid the progress payments, or prorated proportion thereof if final period is incomplete, payable as provided in Paragraph 6 through the 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 this paragraph in the event of such termination. 10. TERMINATION FOR CONVENIENCE OF CONTRACTOR. Consultant may terminate this Agreement by giving written notice to City of such termination and specifying the effective date thereof at least ninety (90) days before the effective date of such termination. In that event, it is expressly agreed and understood that City shall be allowed to seek another. consultant to complete Consultant's work, and, as requested by the Administrator of this Agreement, designated in Paragraph 2, Consultant will provide assis- tance and advice to successor to facilitate the period of transition caused by such termination, provided that such minimum period of assistance and advice by Consultant to his successor shall not extend beyond the effective date of the termination. Upon termi- nation, as herein provided, all finished or unfinished documents and other materials as described in Paragraph 18 shall become the sole and exclusive property of City. If the Agreement is terminated by Consultant as herein provided, Consultant shall be paid the pro- gress payments, or proportion thereof if final period is less than a complete month, payable as provided in Paragraph 6, through the date of such termination. 11. CHANGES. City may from time to time require changes in the scope of the services of Consultant to be performed hereunder including but not limited to the designation of one or more additional study areas. Such changes, including any increase or decrease in the amount of Consultant's compensation and changes in the term of this Agreement, which are mutually agreed upon by and between City and Consultant, shall be effective when incorporated in written amendments- to this Agreement. ~\~~ -3- 12. EQUAL OPPORTUNITY. Consultant will not discriminate against any employee or applicant for employment because of race, color, religion, national origin, age or sex. Consultant will take affirmative action to insure that applicants are employed and that employees are treated during employment without regard to their race, Color, religion, national origin, age or sex. Consultant will in all solicitations or advertisement for employees placed by or on behalf of the Con- sultant, state that all qualified applicants will receive consid- eration for employment without~.regard to race, color, religion, national origin, age or sex. 13. ASSIGNABILITY. Consultant shall not assign any interest in this Agreement, and shall not transfer any interest in the same (whether by assign- ment or novation), Without the prior written consent of the City thereto; provided, however, that claims for money due or to become due to Consultant from City under this Agreement may be assigned without such approval. Notice of any such assignment or transfer shall be furnished promptly to City. 14. INTEREST OF CONSULTANT. Consultant covenants that he presently has no interest, including, but not limited to, other projects of independent contracts, and shall not acquire any such interest, direct or indirect, which would conflict in any manner or degree with the peformance of services required to be performed under this Agreement. Consultant further covenants that in the performance of this Agreement, no person having any such interest shall be employed or retained by him under this Agreement. 15. INSURANCE AND HOLD HARMLESS AGREEP!lENT. Consultant agrees to maintain such insurance as will fully protect both Consultant and City from any and all claims under any workmen's compensation act or employer's liability laws, and from any and all claims of whatsoever kind or nature for the damage to property or for personal injury, including death, made by anyone whomsoever which may arise from operations carried on under this Agreement, either by Consultant, any subcontractor or by anyone directly or indirectly engaged or employed by either of them. Consultant shall exonerate, indemnify and hold harmless City from and against and shall assume full responsibility for payment of all federal, state and local taxes or contributions imposed or required under unemployment insurance, social security and income tax law, with respect to Consultant and Consultant's employees engaged in performance of this Agreement, City and its agents and employees, shall not be, nor be held liable for any liabilities, penalties, or forfeitures, or for any damage to the goods, properties, or effects of Consultant, or of any other persons whatsoever, nor for personal injury to or death of them, whether caused by or re- sulting from any negligent act or omission of Consultant. The provisions of this paragraph do not relieve the City of its liability for damages to Consultant caused by City's negligent acts or omissions. Consultant further agrees to indemnify and hold harmless City and City's agents and employees, against and from any and all negligent acts caused the Consultant. 16. NOTICE. Any notice or notices required or permitted to be given pursuant to this Agreement may be personally served on the other party by the party giving such notice, or may be served by certified mail, postage prepaid, return receipt requested, to the following address: -4- City: Lane F. Cole City Manager City of Chula vista 276 Fourth Avenue Chula Vista, CA. 92010 Consultant: Edward W. Kelley Boaz, A11en & Hamilton, Inc. 555 California Street Suite 39$0 San Francisco, CA. 94104 17. INDEPENDENT CONTRACTOR. It is agreed that City is interested only in the results obtained and that Consultant shall perform as an independent con- tractor with sole control of the manner and means of performing the services required under this Agreement. Consultant shall complete this Agreement according to his own means and methods of work which shall be in the exclusive charge and control of Consultant and which shall not be subject to control or supervision by City except as to the results of the work. Consultant is, for all purposes arising out of this Agreement, an independent contractor, and he shall not be deemed an employee of City. It is expressly understood and agreed that Consultant shall in no event be entitled, including, but not limited to overtime, any retirement benefits, workmen's compensation, benefits, and the injury leave or other leave benefits. 18. OWNERSHIP, PUBLICATION, REPRODUCTION AND USE OF MATERIAL. 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 exclu- sive property of City. No such materials or properties produced in whole or in part under this Agreement shall be subject to private use, copyright, or patent right by Consultant in the United States or in any other country without the express written consent of the City. City shall have unrestricted authority to publish, disclose, distribute, and otherwise use copyright or publish in whole or in part any such reports, studies, data, statistics, forms, or other materials or properties produced under this Agreement. 19. TEP,MS TO BE EXCLUSIVE. It is expressly understood and agreed that this written agreement constitutes the entire agreement, with respect to the subject matter herein, between the City and Consultant. No waiver, alteration, or modification of any of the provisions of this Agreement shall be binding unless in writing and signed by a duly authorized representative of the parties respectively. 20. GOVERNING LAW. This Agreement shall be construed and interpreted according to the laws of the State of California. IN WITNESS WHEREOF, City and Consultant have executed this Agreement as of the date first above written. THE CITY OF CHULA VISTA l i ~ % ~ _ City Manager ATTES City C erk Approved as to form by ~e~, BOOZ, ALLEN & HAMILTON, INC. Edward W. Kelley, Vice Pre dent City At