Loading...
HomeMy WebLinkAboutAgr 2006-10-04 (Hennessy) AGREEMENT FOR MINUTE-TAKING SERVICES THIS AGREEMENT, made and entered this 4th day of October, 2006, by and between the TOWN OF TIBURON, a municipal corporation, hereinafter called "Town," and THERESE M. HENNESSY, hereinafter referred to as "Consultant," RECIT 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 and for its Planning Commission meetings held on the second and fourth Wednesdays 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 nlinutes. 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 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. Agreementfor Minute Taker Services7 1 5. Ownership ofDocuments~ 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. 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. Agreement for Minute Taker Services 7 2 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 thereof would 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 ~77~ Therese M. Hennessy tJ TOWN OF TIBURON ~/J (l 'Y~. IA/~- ../ ,-..(j,--- ~ c.:/im, Town Manager M M~f~^P F-I I... . APPROVED AS TO FORM: ~ /7 ~ --.-... Krin Danforth, Town Attorney Agreementfor Minute Taker Services 7 3 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 take minutes at Planning Commission meetings held on the second and fourth Wednesdays of each month (the second meeting of November and the second meeting of December are 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. Consultant will prepare for the meeting, take and transcribe the minutes (not verbatim) at the meeting, and provide Planning Division Staff with 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 ~ 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 Services 7 4