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05-0701_WHITE, EILEEN B._Personal Services Agreement (CRA)0 0 PERSONAL SERVICES AGREEM NT THIS AGREEMENT is made and entered into this�day of U—A 2005, by and between the San Juan Capistrand Community Redeve pment Agency (hereinafter referred to as the "CRA") and Eileen B. White, (hereinafter ferred to as "Consultant"). RECITALS: WHEREAS, CRA desires to retain the services of Consultant regarding providing recording secretary services for the purpose of taking and preparing the CRA meeting minutes; and WHEREAS, Consultant is qualified by virtue of experience, training, education and expertise to accomplish such services. NOW, THEREFORE, CRA 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 July 1, 2005 and services required hereunder shall be completed by no later June 30, 2006. Section 3. Compensation. 3.1 Rate Schedule. The services shall be billed to the CRA at the hourly rate set forth in Exhibit "A" attached and incorporated herein by reference, but not to exceed $1,500 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 City representatives and incidental costs to perform the stipulated services. Submittals shall be in accordance with Exhibit "A." 07-03-2005 SD 3.2 Method of Payment. Consultant shall submit monthly invoices based on total services which have been satisfactorily completed. The CRA 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 CRA 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 CRA. Section 4. Independent Contractor. It is agreed that Consultant shall act and be an independent contractor and not an agent or employee of CRA, and shall obtain no rights to any benefits which accrue to CRA'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 CRA to enter into this Agreement. Consultant shall not contract with any other entity to perform the services required without written approval of the CRA. This Agreement may not be assigned, voluntarily or by operation of law, without the prior written approval of the CRA. If Consultant is permitted to subcontract any part of this Agreement by CRA, Consultant shall be responsible to CRA 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 CRA. All persons engaged in the work will be considered employees of Consultant. CRA 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 CRA, 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 2 07-03-2005 0 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 CRA, it shall immediately inform CRA of this and shall not proceed with further work under this Agreement until written instructions are received from the CRA. 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 CRA at least one (1) copy of any final minutes in electronic — Microsoft Word format. All reports submitted to the CRA shall be in reproducible format. All services to be rendered hereunder shall be subject to the direction and approval of the CRA. 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 CRA. All such reports, information, data, and exhibits shall be the property of the CRA and shall be delivered to the CRA upon demand without additional costs or expense to the CRA. The CRA acknowledges such documents are instruments of Consultant's professional services. Section 13. Indemnity. Consultant agrees to protect, defend and hold harmless CRA, 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 3 07-03-2005 0 LJ 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. CRA 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 CRA: San Juan Capistrano Community Redevelopment Agency 32400 Paseo Adelanto San Juan Capistrano, CA 92675 Attn: City Clerk 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"). 07-03-2005 0 9 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. IN WITNESS WHEREOF, the parties hereto have executed this Agreement. ATTEST: SAN JUAN CAPISTRANO COMMUNITY REDEVELOPMENT AGENCY monanan, secretary AS TO FORM: John R. Waw, Agency Counsel By: Qa1A:F C3.,,,J,�...,� Dave Adams, Executive Director CONSULTANT By: CK� 6 ° wutz Eileen B. White 3 07-03-2005 EXHIBIT A PERSONAL SERVICES AGREEMENT For Recording Secretary Services 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. SCOPE OF WORK ❖ Attend City of San Juan Capistrano City Council meetings held on the 15t and 3`d Tuesdays monthly. ❖ Record the meeting 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 City Clerk. Draft meeting minutes will be provided to the City Clerk 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 City Clerk via e-mail. In the unlikely event that e-mail is unavailable, minutes will be provided on a 3 '/z " floppy disk or other electronic media agreeable to the City Clerk. ❖ Provide 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 15 -minutes in advance of the meeting, meeting time, preparation of draft minutes, revisions to minutes, as requested. • Recording Secretary Services Eileen B. White 779 Calle Vallarta San Clemente, CA 92673 949-498-9194 Meg Monahan, City Clerk City of San Juan Capistrano 32400 Paseo Adelanto San Juan Capistrano, CA 92675 June 29, 2005 MESSAGE SENT VIA EMAIL ONLY TO MMONAHAN(a)SANJUANCAPISTRANO.ORG. Dear Meg: RECEIVED 2005 JUN 29 P 3: 00 CITY SAN JUAl`CAPISTRANO This letter serves as notice that Eileen B. White, Consultant, is unable to fulfill the terms of the Personal Services Agreement, dated July 1, 2005, between the City of San Juan Capistrano and Eileen B. White, due to medical reasons. Eileen White will notify the City of San Juan Capistrano through Meg Monahan when she is able to resume services. Sincerely, Eileen White 0 0 CITY CLERK'S DEPARTMENT - ACTION REMINDER TO: Meg Monahan, City Clerk Firrsr Nor C. uh (0(. FROM: Mitzi Ortiz, Deputy City Clerk DATE: June 1, 2006 SITUATION: On July 1, 2005, the City of San Juan Capistrano entered into a Personal Services Agreement with Eileen B. White to provide recording secretary services for the purpose of taking and preparing City Council and Community Redevelopment Agency Minutes. ACTION REQUESTED: Said Agreement states services shall be completed by June 30, 2006. Please notify our office if agreement has been completed or will be extended. ACTION TO BE TAKEN: DATE WHEN NEXT ACTION (S) SHOULD BE TAKEN: SIGNATURE OF OFFICIAL TAKING ACTION: DATE SIGNED: 'FOR CITY CLERK'S DEPARTMENT USE ONLY"" Tickler Date: 06/01/06 Deadline Date: 06/30/06 (600.30//600.40white)