HomeMy WebLinkAboutAgr 2006-07-31 (Ashworth)
AGREEMENT FOR MINUTE-TAKING
SERVICES
THIS AGREEMENT, made and entered this.5/Staay of July, 2006, by and between the
TOWN OF TIBURON, a municipal corporation, hereinafter called "Town," and ROXANNE
ASHWORTH, hereinafter referred to as "Consultant,"
REelT ALS
A. The Town is desirous of a minute taker primarily for its Design Review Board
meetings held on the first and third Thursdays of each 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.
C. T own 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 all
items necessary in the Town's discretion to complete said audit and/or evaluation
Agreement for Minute Taker Services6.doc
subject to restrictions on confidentiality limited to expenditure or receipt ofprogram
funds, and program quality.
5. Ownership of Documents: Re..Use. All documents, including drawings and
specifications prepared by Consultant pursuant to this Agreement shall be the
property of Town. Town acknowledges that said documents are prepared for use
only in connection with the services as described in the Exhibit A. Consultant
makes no representation that said documents are suitable for re-use on any other
project or on any expansion of the Project.
6. 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 8. 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.
7. Delinquency. 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.
8. Termination of Contract. It is expressly understood that either party shall have the
right to terminate this agreement within 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.
9. 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.
Agreementfor Minute Taker Services6.doc
10. 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. Severability. If any provision of this Agreement is found to be invalid or
unenforceable, the validity and enforceability of the remaining portions shall
not be affected unless the effect thereofwould materially change the economic
burden on either party.
D. Successors in Interest: Assignment. 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 Agreement: Amendment. This Agreement represents the entire
Agreement between the parties. This Agreement may only be amended in
writing.
IN WITNESS WHEREOF the parties hereto have caused their duly authorized
representatives to execute this Agreement the day and year above written.
CONSULTANT
TOWN OF TIBURON
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~CA--: ~ ~ )!---I.
Heidi Bigall, Interim Town ger
Roxanne Ashworth
APPROVED AS TO FORM:
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Ann Danforth, own Attorney
Agreement for Minute Taker Services6.doc
EXHIBIT "A"
Consultant will take minutes at Design Review Board meetings held on the first and third
Thursdays of each month (the first meeting of January is typically rescheduled or cancelled
due to holidays).
Consultant will make reasonable efforts to act as an emergency stand-in for Town Council
meetings held on the first and third Wednesdays of each month and the Planning
Commission held on the second and fourth Wednesdays of each month.
Consultant will prepare for the meeting, take and transcribe the minutes (not verbatim) at
the meeting, and provide Planning Division Staffwith a diskette or e-mail of the draft
minutes within seven (7) days for review and proof-reading. Consultant mayor 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.
It is understood that consultant allocates 2 Y2 hours of preparation and transcription time
for each one hour of actual meeting time.
The Town's goal with its minutes is to identifY speakers and accurately convey the main
points they are trying to make, using standard English and a flowing style of prose.
Samples of acceptable minutes will be provided by the Town.
Consultant's hourly rate is $35.00.
Agreement for Minute Taker Services6.doc