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06-0701_WHITE, EILEEN B._Personal Services Agreement Extension (CRA)3 j s —- RY 01, �AN JUAN �IIII ar enn m+. 1ANII xarvo� San Juan Capistrano Community Redevelopment Agency May 30, 2007 Eileen B. White Recording Secretary 779 Calle Vallarta San Clemente, CA 92673 RE: EXTENSION OF PERSONAL SERVICES AGREEMENT: Recording Secretary Services. Dear Eileen: The San Juan Capistrano Community Redevelopment Agency (Agency) entered into an agreement with you on July 1, 2006 to provide the abovementioned services. Section 2. Term. of the agreement provides for extension of the agreement by the Agency and Consultant, on an annual basis for up to three additional years, until June 30, 2010. IN WITNESS WHEREOF, the parties here to agree to extend the agreement from July 1, 2007 through June 20, 2008. All other provisions of the agreement remain the same. APPROVED AS TO FORM 32400 Paseo Adelanto San Juan Capistrano California 92675 949-493-1171 SAN JUAN CAPISTRANO COMMUNITY REDEVELOPMENT AGENCY Dave Adams, Executive Director CONSULTANT I� Eileen B. White ATTEST: Secretary PERSONAL SERVICES AGREEMENT THIS AGREEMENT is made and entered into this 151 day of July, 2006, by and between the San Juan Capistrano Community Redevelopment Agency (hereinafter referred to as the "Agency") and Eileen. B. White (hereinafter referred to as "Consultant"). RECITALS: WHEREAS, Agency desires to retain the services of Consultant regarding the Agency's proposal recording secretary services for the purpose of taking and preparing Board of Director's minutes. WHEREAS, Consultant is qualified by virtue of experience, training, education and expertise to accomplish such services. NOW, THEREFORE, Agency and Consultant mutually agree as follows: Section 1. Scope of Work. The scope of work to be performed by Consultant shall consist of those tasks as set forth in Exhibit 'A" attached and incorporated herein by reference. Consultant warrants that all of its services shall be performed in a competent, professional and satisfactory manner and in accordance with the prevalent standards of its profession. Section 2. Term. This Agreement shall commence on the effective date of this Agreement and services required hereunder shall be completed by no later June 30, 2007. The Agency and consultant may agree to extend the agreement on an annual basis for up to three additional years, until June 30, 2010. Section 3. Compensation. 3.1 Rate Schedule. SD Page 1 of 6 June 13, 2006 0 0 The services shall be billed to the Agency at the hourly rate set forth in Exhibit 'A," attached and incorporated herein by reference, but not to exceed $ 1,200. Included within the compensation are all of the Consultant's ordinary office and overhead expenses incurred by it, its agents and employees, including meetings with the Agency representatives and incidental costs to perform the stipulated services. Submittals shall be in accordance with Consultant's proposal. 3.3 Method of Payment. Consultant shall submit monthly invoices based on total services which have been satisfactorily completed and specifying a percentage of projected completion for approval by the Agency. The Agency will pay monthly progress payments based on approved invoices in accordance with this Section. For extra work not part of this Agreement, a written authorization from Agency is required prior to Consultant undertaking any extra work. 3.4 Records of Expenses. Consultant shall keep complete and accurate records of all costs and expenses incidental to services covered by this Agreement. These records will be made available at reasonable times to Agency. Section 4. Independent Contractor. It is agreed that Consultant shall act and be an independent contractor and not an agent or employee of Agency, and shall obtain no rights to any benefits which accrue to Agency's employees. Section 5. Limitations Upon Subcontracting and Assignment. The experience, knowledge, capability and reputation of Consultant, its principals and employees were a substantial inducement for Agency to enter into this Agreement. Consultant shall not contract with any other entity to perform the services required without written approval of the Agency. This Agreement may not be assigned, voluntarily or by operation of law, without the prior written approval of the Agency. If Consultant is permitted to subcontract any part of this Agreement by Agency, Consultant shall be responsible to Agency for the acts and omissions of its subcontractor as it is for persons directly employed. Nothing contained in this Agreement shall create any contractual relationships between any subcontractor and Agency. All persons engaged in the work will be considered employees of Consultant. Agency will deal directly with and will make all payments to Consultant. Section 6. Changes to Scope of Work. Page 2 of 6 June 13, 2006 E 0 In the event of a change in the Scope of Work provided for in the contract documents as requested by the Agency, the Parties hereto shall execute an addendum to this Agreement setting forth with particularity all terms of the new agreement, including but not limited to any additional Consultant's fees. Page 3 of 6 June 13, 2006 0 0 Section 7. Familiarity with Work and Site. By executing this Agreement, Consultant warrants that: (1) it has investigated the work to be performed; and (2) it understands the facilities, difficulties and restrictions of the work under this Agreement. Should Consultant discover any latent or unknown conditions materially differing from those inherent in the work or as represented by Agency, it shall immediately inform Agency of this and shall not proceed with further work under this Agreement until written instructions are received from the Agency. Section 8. Time of Essence. Time is of the essence in the performance of this Agreement. Section 9. Compliance with Law. Consultant shall comply with all applicable laws, ordinances, codes and regulations of federal, state and local government. Section 10. Conflicts of Interest. Consultant covenants that it presently has no interest and shall not acquire any interest, direct or indirect, which would conflict in any manner or degree with the performance of the services contemplated by this Agreement. No person having such interest shall be employed by or associated with Consultant. Section 11. Copies of Work Product. At the completion of the contract period, Consultant shall have delivered to Agency at least one (1) copy of any final minutes, in electronic format — Microsoft Word. All documents submitted to the Agency shall be in reproducible format. All services to be rendered hereunder shall be subject to the direction and approval of the Agency. Section 12. Ownership of Documents. All reports, information, data and exhibits prepared or assembled by Consultant in connection with the performance of its services pursuant to this Agreement are confidential to the extent permitted by law, and Consultant agrees that they shall not be made available to any individual or organization without prior written consent of the Agency. All such reports, information, data, and exhibits shall be the property of the Agency and shall be delivered to the Agency upon demand without additional costs or expense to the Agency. The Agency acknowledges such documents are instruments of Consultant's professional services. Page 4 of 6 June 13, 2006 0 0 Section 13. Indemnity. Consultant agrees to protect, defend and hold harmless Agency, its elected and appointed officials and employees from any and all claims, liabilities, expenses or damages of any nature, including attorneys' fees, for injury or death of any person or damage to property or interference with use of property and for errors and omissions committed by Consultant arising out of or in connection with the work, operation or activities of Consultant, its agents, employees and subcontractors in carrying out its obligations under this Agreement. Section 14. Termination. Agency and Consultant shall have the right to terminate this Agreement without cause by giving thirty (30) days' advance written notice of termination to the other party In addition, this Agreement may be terminated for cause by providing ten (10) days' notice to the other party of a material breach of contract. If the other party does not cure the breach of contract, then the agreement may be terminated subsequent to the ten (10) day cure period. Section 15. Notice. All notices shall be personally delivered or mailed to the below listed addresses, or to such other addresses as may be designated by written notice. These addresses shall be used for delivery of service of process: To Agency: San Juan Capistrano Community Redevelopment Agency 32400 Paseo Adelanto San Juan Capistrano, CA 92675 Attn: Agency Secretary To Consultant: Eileen B. White Recording Secretary 779 Calle Vallarta San Clemente, CA 92673 Section 17. Attorneys Fees. If any action at law or in equity is necessary to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled to reasonable attorneys' fees, costs and necessary disbursements in addition to any other relief to which he may be entitled. Page 5 of 6 June 13, 2006 • 0 Section 18. Dispute Resolution. In the event of a dispute arising between the parties regarding performance or interpretation of this Agreement, the dispute shall be resolved by binding arbitration under the auspices of the Judicial Arbitration and Mediation Service ("JAMS'). Section 19. Entire Agreement. This Agreement constitutes the entire understanding and agreement between the parties and supersedes all previous negotiations between them pertaining to the subject matter thereof. IN WITNESS WHEREOF, the parties hereto have executed this Agreement. APPROVED AS TO FORM: John R. PhIraw, Agency Counsel SAN JUAN CAPISTRANO COMMUNITY REDEVELOPMENT AGENCY By: Dave Adams, Executive Director CONSULTANT By: Eileen B. White cretary Page 6 of 6 June 13, 2006 0 EXHIBIT A Personal Services Agreement For Recording Secretary Services COMMUNITY REDEVELOPMENT AGENCY SCOPE OF WORK ♦ Attend San Juan Capistrano Community Redevelopment Agency meetings held on the 1st and 3` Tuesdays, monthly. ♦ Record the meetings proceedings either by taking written notes or by taking notes on a laptop computer, if one is provided by the City for this use. Notes taken on a laptop computer will be in Word format. ♦ Prepare written meeting minutes in electronic — Microsoft Word format, in a minute document format provided by the Agency Secretary. Draft meeting minutes will be provided to the Agency Secretary within 10 days of the meeting. The draft is subject to revision. Revisions will be made to the draft within 2 days of receiving requests for revisions. ♦ Meeting minutes may be transmitted to the Agency Secretary via e-mail. In the unlikely event that e-mail transmission is unavailable, minutes will be provided on electronic media agreeable to the Agency Secretary. ♦ Provide the necessary communications to coordinate the preparation of the minutes. RATE SCHEDULE The consultant will be paid at $40 per hour, calculated to the nearest quarter hour, to travel to meetings, arrival of 15 -minutes in advance of the meeting, meeting time, preparation of draft minutes, revisions to minutes, as requested. 40 32400 PASEO ADELANTO SAN JUAN CAPISTRANO, CA 92675 (949) 493-1171 (949) 493-1053 FAx www.san/uancapestrano. org TRANSMITTAL Its, Eileen B. White 779 Calle Vallarta San Clemente, CA 92673 DATE: July 12, 2006 mfoevoXXrfo � fSIXIIISXfO I 1961 1776 FROM: Maria Guevara, Deputy City Clerk (949) 443-6309 MEMBERS OF THE CITY COUNCIL RE: Personal Services Agreements — Preparing City Council & CRA minutes Hi Elileen!! Two original, executed Personal Services Agreements are enclosed for your records. San Juan Capistrano: Preserving the Past to Enhance the Future SAM ALLEVATO DIANE SATHGATE WYATT HART JOE SOTO DAVID M. SWERDLIN