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HomeMy WebLinkAbout2008 CON CDC Alfredo Ybarra - Contract Extension 1AGREEMENT BY AND BETWEEN THE COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF NATIONAL CITY AND ALFREDO YBARRA THIS AGREEMENT is entered into this 1st day of July 2008, by and between the COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF NATIONAL CITY, a municipal corporation (the "CDC"), and Alfredo C. Ybarra, (the "CONTRACTOR") for contracted services through September 30, 2008. This agreement may be extended upon mutual agreement of both parties. THIS AGREEMENT may be terminated at will by the CDC and upon 14- days written notice by the CONTRACTOR. 1. SCOPE OF WORK. Services to be provided include coordination of the CDC's low- and moderate- income housing projects and programs and performance of a wide variety of journey level -professional administrative services as directed by the CDC's management. 2. HOURS OF OPERATION. CDC hours of operation are currently 7:00 am — 6:00 pm Monday through Thursday. 3. COMPENSATION. Compensation shall be in the amount of $6,000 per calendar month. Two invoices shall be submitted on a bi-monthly basis in the amount of $3,000 each, post services rendered. 4. INDEPENDENT CONTRACTOR. Both parties hereto in the performance of this Agreement will be acting in an independent capacity and not as agents, employees, partners or joint venturers with one another. The CONTRACTOR is not an employee of the CDC and is not entitled to any of the rights, benefits or privileges of the CDC's employees, including but not limited to retirement, medical, unemployment, or workers' compensation insurance. This Agreement contemplates the personal services of the CONTRACTOR and it is recognized by the parties that a substantial inducement to the CDC for entering into this Agreement was, and is, the professional reputation and competence of the CONTRACTOR. Neither this Agreement nor any interest herein may be assigned by the CONTRACTOR without the prior written consent of the CDC. 5. CONTROL. Neither the CDC nor its officers, agents or employees shall have any control over the conduct of the CONTRACTOR, except as herein set forth, and the CONTRACTOR expressly agrees not to represent that the CONTRACTOR is in any manner an agent, servant or employee of the CDC, it being understood that the CONTRACTOR, is as to the CDC, a wholly independent contractor, Revised August 2005 and that the CONTRACTOR's obligations to the CDC are solely such as are prescribed by this Agreement. 6. COMPLIANCE WITH APPLICABLE LAW. The CONTRACTOR, in the performance of the services to be provided herein, shall comply with all applicable state and Federal statutes and regulations, and all applicable ordinances, rules and regulations of the City of National City, whether now in force or subsequently enacted. The CONTRACTOR shall obtain and maintain a current City of National City business license prior to and during performance of any work pursuant to this Agreement. 7. LICENSES, PERMITS, ETC. The CONTRACTOR represents and covenants that it has all licenses, permits, qualifications and approvals of whatever nature that are legally required to practice its profession. The CONTRACTOR represents and covenants that the CONTRACTOR shall, at its sole cost and expense, keep in effect at all times during the term of this Agreement, any license, permit or approval which is legally required for the CONTRACTOR to practice its profession. 8. CONFIDENTIAL INFORMATION. The CDC may from time to time communicate to the CONTRACTOR certain confidential information to enable the CONTRACTOR to effectively perform the services to be provided herein. The CONTRACTOR shall treat all such information as confidential and shall not disclose any part thereof without the prior written consent of the CDC. The CONTRACTOR shall limit the use and circulation of such information, even within its own organization, to the extent necessary to perform the services to be provided herein. The foregoing obligation of this Section 8, however, shall not apply to any part of the information that (i) has been disclosed in publicly available sources of information; (ii) is, through no fault of the CONTRACTOR, hereafter disclosed in publicly available sources of information; (iii) is already in the possession of the CONTRACTOR without any obligation of confidentiality; or (iv) has been or is hereafter rightfully disclosed to the CONTRACTOR by a third party, but only to the extent that the use or disclosure thereof has been or is rightfully authorized by that third party. The CONTRACTOR shall not disclose any reports, recommendations, conclusions or other results of the services or the existence of the subject matter of this Agreement without the prior written consent of the CDC. In its performance hereunder, the CONTRACTOR shall comply with all legal obligations it may now or hereafter have respecting the information or other property of any other person, firm or corporation. 9. INDEMNIFICATION AND HOLD HARMLESS. The CONTRACTOR agrees to defend, indemnify, and hold harmless the Community Development Commission of the City of National City, its officers and employees, against and from any and all liability, loss, damages to property, injuries to, or death of any person or persons, and all claims, demands, suits, actions, proceedings, reasonable attorneys' fees, and defense costs, of any kind or nature, including workers' compensation claims, of or by anyone whomsoever, 2 resulting from or arising out of the CONTRACTOR's negligent performance of this Agreement. 10. INTERPRETATION OF AGREEMENT. The parties acknowledge and agree that (i) each party is of equal bargaining strength, (ii) each party has actively participated in the drafting, preparation and negotiation of this Agreement, (iii) each such party has consulted with, or has had the opportunity to consult with its own, independent counsel and such other professional advisors as such party has deemed appropriate, relative to any and all matters contemplated under this Agreement, (iv) each party and such party's counsel and advisors have reviewed this Agreement, (v) each party has agreed to enter into this Agreement following such review and the rendering of such advice, and (vi) any rule or construction to the effect that ambiguities are to be resolved against the drafting party shall not apply in the interpretation of this Agreement, or any portions hereof, or any amendments hereto. IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date and year first above written. COMMUNITY DEVELOPMENT OF THE CITY OF NATIONAL CITY By: Bra • i r '- ecutive Director APPROVED AS TO FORM: JIG George H. Eiser, III CDC Legal Counsel ALFREDO C. YBARRA (Corporation — signatures of two corporate officers) (Partnership — one signature) (Sole proprietorship — one signature) (Title) By: (Name) (Title) 3