04-0701_WHITE, EILEEN B._Personal Services AgreementPERSONAL SERVICES AGREEMENT
THIS AGREEMENT is made and entered into this / day of
200^y and between the City of San Juan Capistrano (hereinaftef referred to
as the "City") and Eileen B. White, (hereinafter referred to as "Consultant").
RECITALS:
WHEREAS, City desires to retain the services of Consultant regarding providing
recording secretary services for the purpose of taking and preparing City Council and
Community Redevelopment Agency meeting minutes; and
WHEREAS, Consultant is qualified by virtue of experience, training, education
and expertise to accomplish such services.
NOW, THEREFORE, City 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, 2005.
Section 3. Compensation.
3.1 Rate Schedule.
The services shall be billed to the City at the hourly rate set forth in Exhibit
"B" attached and incorporated herein by reference, but not to exceed $7,540.00.
Included within the compensation are all the Consultant's ordinary office and overhead
expenses incurred by it, its agents and employees, including meetings with the City
representatives and incidental costs to perform the stipulated services. Submittals shall
be in accordance with Consultant's proposal.
3.2 Method of Payment.
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Consultant shall submit monthly invoices based on total services which
have been satisfactorily completed. The City will pay monthly payments based on
approved invoices in accordance with this Section.
For extra work not part of this Agreement, a written authorization from City
is required prior to Consultant undertaking any extra work.
3.3 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 City.
Section 4. Independent Contractor.
It is agreed that Consultant shall act and be an independent contractor and not
an agent or employee of City, and shall obtain no rights to any benefits which accrue to
City'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 City to enter into this Agreement.
Consultant shall not contract with any other entity to perform the services required
without written approval of the City. This Agreement may not be assigned, voluntarily or
by operation of law, without the prior written approval of the City. If Consultant is
permitted to subcontract any part of this Agreement by City, Consultant shall be
responsible to City 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 City. All persons engaged in the work will
be considered employees of Consultant. City will deal directly with and will make all
payments to Consultant.
Section 6. Changes to Scope of Work.
In the event of a change in the Scope of Work provided for in the contract
documents as requested by the City, 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.
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 City,
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it shall immediately inform City of this and shall not proceed with further work under this
Agreement until written instructions are received from the City.
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 City
at least one (1) copy of any final minutes in electronic — Microsoft Word format. All
reports submitted to the City shall be in reproducible format.
All services to be rendered hereunder shall be subject to the direction and
approval of the City.
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 City.
All such reports, information, data, and exhibits shall be the property of the City and
shall be delivered to the City upon demand without additional costs or expense to the
City. The City acknowledges such documents are instruments of Consultant's
professional services.
Section 13. Indemnity.
Consultant agrees to protect, defend and hold harmless City, 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
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activities of Consultant, its agents, employees and subcontractors in carrying out its
obligations under this Agreement.
Section 14. Termination.
City 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 City: City of San Juan Capistrano
32400 Paseo Adelanto
San Juan Capistrano, CA 92671,
Attn: Director of Admin Services
To Consultant: Eileen B. White
Recording Secretary
779 Calle Vallarta
San Clemente, CA 92673
Section 16. 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.
Section 17. 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 18. 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.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement.
ATTEST:
R. Monahan, City Clerk
APPROVED AS TO FORM:
Q��
John R. Shall City Attorney
CITY OF SAN JUAN CAPISTRANO
By: Qw,-4,�:F knYy^
Dave Adams, City Manager
CONSULTANT
By: (d'f DAd ) 6. w Lob,
Eileen B. White
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