HomeMy WebLinkAboutAgr 2020-02-06 (Lisa Harper) AGREEMENT FOR MINUTE-TAKING SERVICES
This AGREEMENT, made and entered this � day of � � ,
2020, by and between the TOWN OF TIBURON, a municipal corporati��ereinafter
called "Town," and LISA HARPER, of LISA'S WORD PROCESSING, hereinafter
referred to as "Consultant."
RECITALS
A. The Town is desirous of a minute taker primarily but not exclusively for its
Planning Commission and/or Design Review Board meetings each generally held
two times per month.
B. The Town has determined that a consultant with specific expertise in minute-taking
will be required in order to provide acceptable turn-around time for minutes, and
that Consultant possesses such qualifications.
C. Town will contract for the Consultant to provide the services described in Exhibit A
("Services"), which is attached hereto and incorporated herein by reference.
AGREEMENT
1. Scope of Consultant Services. Consultant shall perform those Services described
in Exhibit A. Consultant may subcontract out certain of the Services to other
Consultants only as may be approved in advance in writing by Town. In the event
of such subcontracting, Consultant shall remain responsible for the full
performance of such services.
2. Compensation. Consultant's fee for the Services shall be as set forth in Exhibit A.
Payments shall be due thirty days after submission of an itemized invoice showing
work actually completed. Consultant shall submit invoices on a monthly basis for
time and materials actually expended. Compensation in excess of the amount set
forth in Exhibit A must be approved in writing by the Town through amendment of
this Agreement.
3. Consultant as Independent Contractor. Consultant (including its agents and
employees) is not an agent or employee of the Town but is an independent
contractor not subject to the direction and control of the Town. Without limiting
the foregoing, Consultant shall maintain complete control of its operations and
personnel and shall be solely liable and responsible to pay all required salaries,
wages, expenses, taxes and other obligations, including, but not limited to,
withholding and Social Security.
4. Audit of Books and Records. Town may, in its sole discretion, undertake an
independent audit and/or evaluation of the Consultant's records and accounts of
expenditures and program activities at its own expense. Consultant shall furnish
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all items necessary in the Town's discretion to complete said audit and/or
evaluation subject to restrictions on confidentiality limited to expenditure or receipt
of program funds, and program quality.
5. Stop Work Order. Town may at any time, by written notice to Consultant ("Stop
Work Order"), require Consultant to stop or suspend performance of the Services,
in whole or in part, for a period of up to ninety days after such notice is delivered
to Consultant. Upon receipt of the Stop Work Order, Consultant shall immediately
comply therewith and take all reasonable steps to minimize the incurrence of costs
allocable to the Services covered by the Stop Work Order during the period of work
stoppage. Within ninety days of the delivery of the Stop Work Order, or such later
time as may be agreed to by the parties, Town shall either cancel the Stop Work
Order or terminate this Agreement as provided in Paragraph 7. Consultant shall
resume work upon the cancellation of the Stop Work Order. To the extent that the
Stop Work Order results in a documentable increase in the cost of performing the
Services or the time required for such performance, Consultant shall receive an
equitable adjustment in compensation or an extension of time for performance, as
appropriate.
6. Delinc�uencX. In the event that a proper invoice remains unpaid for more than 45
days after submittal, Consultant may commence to charge interest of the unpaid
amounts at the lesser of 1.5% per month or the maximum rate allowed under
applicable usury laws. In addition,Consultant may suspend the performance of the
Services after giving Town 10 days notice of its intent to do so. In the event of
such suspension,the Base Fee shall be increased to include Consultant's reasonable
costs of suspending and restarting the Services.
7. Termination of Contract. It is expressly understood that either party shall have the
right to terminate this agreement by giving five(5) days written notice to the other
party. In such event, Consultant shall deliver to the Town copies of all finished and
unfinished surveys, studies, documents, computer disks, and/or reports pertaining
to the contract, and Consultant shall be entitled to receive just and equitable
compensation for any satisfactory work completed as determined by the Town.
8. Discrimination. In the performance of the terms of this Agreement, Consultant
shall not engage in nor permit others he or she may employ to engage in
discrimination in the employment of such persons based on race, color, religion,
sex, sexual preference, age, or handicapped conditions.
9. Insurance. Consultant shall maintain insurance as set forth below in a form
satisfactory to the Town Attorney. Town shall be added as an additional insured to
all required insurance policies such that the coverage provided to the Town is
primary and non-contributory:
A. Comprehensive Automobile Liability: Combined single limit of$100,000
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for each single occurrence and $300,000 annual aggregate.
B. If Consultant has any employees, workers' compensation insurance as
required by law.
1�. Miscellaneous.
A. Other Contract Provisions. Other contract provisions may be set forth in
Exhibit A.To the extent that there are any inconsistencies with such Exhibit
and the other portions of this Agreement,the latter shall prevail.
B. Governing`Law. This Agreement shall be governed by the laws of the State
of California.
C. Severabilitv. If any provision of this Agreement is found to be invalid or
unenfarceable, the validity and enforceability of the remaining portions
shall not be affected unless the effect thereof would materially change the
economic burden on either party.
D. Successors in Interest; Assi�ntnent. This Agreement shall be binding on
the assigns and successors in interest to both parties. Neither party may
assign their obligations under this Agreement without the written consent
of the other party.
E. Entire Ag;reement; Amendment. This Agreement represents the entire
Agreement between the parties. This Agreement may only be amended in
writing.
IN WtTNESS WHEREOF the parties hereto have caused their duly authorized
representatives to execute this Agreement the day and year above written.
CONSULTANT TOWN , TtBURON
l
Lisa Harper Greg hanis, Town Manager
APPROVED AS TO FORM:
�
e tock, To Attorney
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EXHIBIT"A"
SERVICES
Consultant will prepare minutes of Planning Commission meetings,Design Review Board,
and Parks, Open Space and Trails meetings by mutually agreed upon special request when
available. Planning Commission meetings are generally held on the second and fourth
Wednesdays of each month, with occasional cancellations, and the Design Review Board
meetings are generally held on the first and third Thursdays of each month,with occasional
cancellations. Parks, Open Space and Trails (POST) Commission meetings are generally
the third Tuesday of each month, with various cancellations.
Consultant will prepare for the meeting by familiarizing herself with the agenda and packet
materials in advance of transcribing the meeting. Unless otherwise mutually agreed in
advance, Consultant will:
l. Be sent electronically by Town staff an audio recording of the meeting for
transcription,not verbatim but of a detail necessary to convey a clear understanding
of the content and sequence of the meeting. The Town's goal with its minutes is to
properly identify speakers and accurately convey the main points they are trying to
make, using standardized American English,proper grammar and punctuation, and
a flowing style of prose. Samples of acceptable minutes will be provided by Town
Staff upon request.
2. Provide Town Staff with an electronic copy of the draft minutes, within seven (7)
calendar days of receiving the audio file, for purposes of staff review and proof-
reading.
3. Consultant may or may not be asked to make corrections (at no additional charge),
depending on the volume and nature of corrections needed. Minutes are to be
prepared in Microsoft Word software.
Consultant's hourly rate is $60.00 for transcription services using an audio file.
It is understood that in the event Consultant is requested by the Town to attend a Town
meeting in person to prepare the minutes,Consultant shall charge an hourly rate of$75 (for
meeting time and transcription), charge for mileage at the current IRS-allowecl rate, and
charge a 2-hour minimum.
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