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TO: HONORABLE MAYOR AND CITY COUNCIL MEMBERS
FROM: CITY MANAGER
DATE: OCTOBER 7, 2003
SUBJECT: PROFESSIONAL SERVICE AGREEMENT FOR ON-CALL RECORDING SECRETARY SERVICES TO PREPARE MEETING MINUTES
Authorize the City Manager to execute the professional service agreement for the preparation of meeting minutes of designated City committee meetings and/or City Council meetings.
Presently, the meeting minutes of the City Council and City Commission/Committee meetings are prepared either by designated in-house staff or outsourced to one of the City’s two on-call Recording Secretaries. On an alternating basis, the two independent Recording Secretaries prepare draft City Council meeting minutes for the City Clerk to review and edit. In addition, these two independent contractors periodically served as on-call Recording Secretaries for the Emergency Preparedness Committee and Finance Advisory Committee. With the adoption of detailed City Council minutes, the workload has increased and the City Clerk recommends obtaining a third individual to serve as an alternate minute taker for City Council meetings as well as the designated on-call recording secretary for the Finance Advisory Committee and other City Committee/Commission meetings, as the need arises.
City Council is requested to consider authorizing the City Manager to execute the attached professional service agreement with Deborah Alexander, an independent contractor, to prepare meeting minutes for City Committee and Commission meetings, as necessary at $24 per hour of meeting time and transcription time. Staff anticipates utilizing Ms. Alexander’s services for about 10 meetings per year at an estimated total cost of $4,500.
Staff selected Deborah Alexander after an exhausted search, which concentrated on referrals from California cities. Ms. Alexander has been transcribing City commission meetings since 1995 in Illinois and California. Currently, Ms. Alexander is an independent recording secretary for the City of Irvine, where she has been responsible for preparing meeting minutes of three different City Commissions since 2000.
Staff investigated outsourcing with a private firm, however due to the City’s specialized minute format and complex meeting topics, court reporting and transcribing service firms were either incapable of providing minutes customized to our needs or were charging extremely high fees.
The billing rate for on-call recording secretary services will be $24 per hour of meeting time and transcription time. Staff anticipates utilizing Ms. Alexander’s minute taking services for approximately 10 meetings per year at an estimated total cost of $4,500. Funds for on-call professional recording secretary services have been budgeted for the current fiscal year.
Assistant to the City Manager
Attachment: professional agreement
PROFESSIONAL SERVICES AGREEMENT
THIS AGREEMENT is made and entered into this _____ day of _____________ 2003, by and between CITY OF RANCHO PALOS VERDES, hereinafter referred to as "CITY," and Deborah Alexander, a sole proprietor, hereafter referred to as "CONSULTANT".
IN CONSIDERATION of the covenants hereinafter set forth, the parties hereto mutually agree as follows:
Description of Services
CONSULTANT shall perform Recording Secretary services in a competent, professional and satisfactory manner in accordance with the standards prevalent in the industry and as described in the scope of work attached hereto as Exhibit "A" and incorporated herein by this reference.
Schedule of Work
Upon receipt of written Notice to Proceed from the CITY, CONSULTANT shall perform with due diligence the services requested by the CITY and agreed on by CONSULTANT on a month-to-month basis. CONSULTANT shall not be responsible for delay, nor shall CONSULTANT be responsible for damages or be in default or deemed to be in default by reason of strikes, lockouts, accidents, or acts of God, or the failure of CITY to furnish timely information or to approve or disapprove CONSULTANT’S work promptly, or delay or faulty performance by CITY, other contractors, or governmental agencies, or any other delays beyond CONSULTANT’S control or without CONSULTANT’S fault.
CITY agrees to compensate CONSULTANT at an hourly rate of $24.00 for every hour of meeting time and transcription time. No reimbursement for travel time or expense shall be paid. CONSULTANT may invoice the City for the cost of recording tapes that are used.
CITY may request additional specified work under this agreement. The Director of Finance and Information Technology must authorize all such work in writing prior to commencement.
All payments due CONSULTANT shall be paid to:
Terms of Compensation
CONSULTANT will submit invoices monthly for the work that was completed in the previous month. CITY agrees to pay all undisputed invoice amounts within thirty (30) days of receipt of the invoice. CITY agrees to use its best efforts to notify CONSULTANT of any disputed invoice amounts or claimed completion percentages within ten (10) days of the receipt of each invoice. However, CITY’s failure to timely notify CONSULTANT of a disputed amount of claimed completion percentage shall not be deemed a waiver of CITY’s right to challenge such amount or percentage.
Additionally, in the event CITY fails to pay any undisputed amounts due CONSULTANT within forty-five (45) days after invoices are received by CITY, then CITY agrees that CONSULTANT shall have the right to consider said default a total breach of this Agreement and may be terminated by CONSULTANT without liability to CONSULTANT upon ten (10) working days advance written notice to CITY.
CONSULTANT will defend, indemnify and hold harmless CITY, its Boards and its officers, employees and agents (collectively "CITY"), against any claim, loss or liability that arises because of the sole or primary negligence or willful misconduct of CONSULTANT, its agents, officers, directors or employees, in performing any of the services under this Agreement.
CONSULTANT shall, at all times during the term of the Agreement, carry, maintain, and keep in full force and effect, a policy or policies of Commercial General Liability Insurance, with minimum limits specified by the City Manager, in consultation with the California Joint Powers Insurance Authority, insuring against any personal injury, death, loss or damage resulting from the wrongful or negligent acts by CONSULTANT. Said policy or policies shall be issued by an insurer admitted to do business in the State of California and rated in Best’s Insurance Guide with a rating of A VII or better.
Automobile Liability /
CONSULTANT agrees to maintain during the term of this Agreement, automobile liability insurance (including owned, non-owned and leased autos) in the amounts required by state law.
CONSULTANT agrees to maintain in force at all times during the performance of work under this Agreement worker’s compensation insurance as required by the law. CONSULTANT shall require any subcontractor similarly to provide such compensation insurance for their respective employees.
In the event CONSULTANT has no employees requiring CONSULTANT to provide Workers’ Compensation Insurance, CONSULTANT shall so certify to City in writing prior to City’s execution of this Agreement. City and City Personnel shall not be responsible for any claims in law or equity occasioned by failure of the CONSULTANT to comply with this section or with the provisions of law relating to Workers’ Compensation.
Notice of Cancellation
All insurance policies shall provide that the insurance carrier shall not cancel the insurance coverage without thirty (30) days prior written notice to CITY. CONSULTANT agrees that it will not cancel or reduce said insurance coverage.
CONSULTANT agrees that if it does not keep the aforesaid insurance in full force and effect, CITY may either immediately terminate this Agreement or, if insurance is available at a reasonable cost, CITY may take out the necessary insurance and pay, at CONSULTANT’s expense, the premium thereon.
Certificate of Insurance
At all times during the term of this Agreement, CONSULTANT shall maintain on file with the City Clerk a certificate of insurance showing that the aforesaid policies are in effect in the required amounts. The commercial general liability shall contain endorsements naming the CITY, its officers, agents and employees as additional insureds.
The insurance provided by CONSULTANT shall be primary to any coverage available to CITY. The insurance policies (other than workers’ compensation) shall include provisions for waiver of subrogation.
Termination of Agreement
This Agreement may be terminated at any time, with or without cause, by either party upon thirty (30) days prior written notice. Notice shall be deemed served upon deposit in the United States Mail of a certified or registered letter, postage prepaid, return receipt requested, addressed to the other party, or upon personal service of such notice to the other party, at the address set forth in Article 6.12.
In the event of termination or cancellation of this Agreement by CONSULTANT or CITY, due to no fault or failure of performance by CONSULTANT, CONSULTANT shall be paid compensation for all services performed by CONSULTANT, in an amount to be determined as follows: for work done in accordance with all of the terms and provisions of this Agreement, CONSULTANT shall be paid an amount equal to the percentage of services performed prior to the effective date of termination or cancellation in accordance with the work items; provided, in no event shall the amount of money paid under the foregoing provisions of this paragraph exceed the amount which would have been paid to CONSULTANT for the full performance of the services described in Article 2.1.
Ownership of Documents and Work Product
All written documents prepared by CONSULTANT pursuant to this Agreement are instruments of service, which shall be deemed the property of the CITY.
A CITY representative shall be designated by the City Manager and a CONSULTANT representative shall be designated by CONSULTANT as the primary contact person for each party regarding performance of this Agreement.
Fair Employment Practices/Equal Opportunity Acts
In the performance of this Agreement, CONSULTANT shall comply with all applicable provisions of the California Fair Employment Practices Act (California Government Code Sections 12940-48) and the applicable equal employment provisions of the Civil Rights Act of 1964 (42 U.S.C. 200e-217), and the Americans with Disabilities Act of 1992 (42 U.S.C. § 11200, et seq.).
Should either party to this Agreement bring legal action against the other, the case shall be brought in a court of competent jurisdiction in Los Angeles County, California, and the party prevailing in such action shall be entitled to recover its costs of litigation, including reasonable attorneys’ fees, which shall be fixed by the judge hearing the case and such fee shall be included in the judgment.
CONSULTANT is and shall at all times remain, as to the CITY, a wholly independent CONTRACTOR. Neither the CITY nor any of its agents shall have control over the conduct of CONSULTANT or any of the CONSULTANT’s employees, except as herein set forth. CONSULTANT expressly warrants not to, at any time or in any manner, represent that it, or any of its agents, servants or employees, are in any manner agents, servants or employees of CITY, it being distinctly understood that CONSULTANT is, and shall at all times remain to CITY, a wholly independent contractor, and CONSULTANT’s obligations to CITY are solely such as are prescribed by this Agreement.
The titles used in this Agreement are for general reference only and are not part of the Agreement.
Extent of Agreement
This Agreement represents the entire and integrated Agreement between CITY and CONSULTANT and supersedes all prior negotiations, representations or agreements, either written or oral. This Agreement may be modified or amended only by a subsequent written agreement signed by both parties.
All notices pertaining to this Agreement shall be in writing and addressed as follows:
If to CONSULTANT:
If to CITY:
Dennis McLean, Director of Finance and Information Technology
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date and year first above written.
Dated: Deborah Alexander
Dated: CITY OF RANCHO PALOS VERDES
A Municipal Corporation
SCOPE OF WORK
CONSULTANT shall attend assigned Finance Advisory Committee meetings, as necessary, and prepare detailed meeting minutes. At the meeting, the CONSULTANT shall be responsible for:
1. Providing personal transcription equipment and support materials, such as a laptop computer and audiocassette tapes.
2. Arriving fifteen (15) minutes early to set up personal transcription equipment and to ensure City speaker forms and miscellaneous items are in order for the meeting.
3. Taking appropriate notes on agenda items, including discussion and actions taken.
4. Recording the name and address of each public speaker and whether the speaker is in support of, or in opposition to, the agenda item.
The Recording Secretary CONSULTANT shall provide draft meeting minutes to the Department of Finance and Information Technology via electronic mail no later than two weeks following the assigned meeting date. The Director of Finance and Information Technology and/or his designee will review the draft minutes and perform minor editing. If extensive editing is required, the Recording Secretary CONSULTANT will be required to furnish a revised copy in a timely manner as determined by the Director of Finance and Information Technology and/or his designee.
All written documents shall be word-processed using Microsoft WORD in the format dictated by City staff.
The meeting minutes and audiocassette tapes are not for public dissemination. The meeting minutes will be considered working documents and not official public records until the Committee has officially approved the minutes. All requests to CONSULTANT by the press, public, Committee members or staff for audiocassette tapes or information from the meeting minutes shall be forwarded to the City Clerk’s office.
The Recording Secretary CONSULTANT may be asked to serve as an alternate for other meetings, such as City Council meetings, when necessary.
If the Recording Secretary is unable to attend her assigned meeting, she shall provide a minimum of twenty-four (24) hours advance written notice to the Director of Finance and Information Technology or his designee.