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HomeMy WebLinkAboutA8493 - MARIA SHAFER City of .Palm Springs 3200 E.Tahquitz Canyon Way • Palm Springs,California 92262 ' • palmspringsca.gov February 10,2020 VIA E-MAIL Maria Shafer. 6782 California-Avenue Long Beach,CA 90805 -Ma riashafer03@,Yahoo.com THIS LETTER AGREEMENT FOR CONSULTING SERVICES ("Agreement") is made and entered into on February 10, 2020, by and between the City of Palm Springs, a California charter city and municipal corporation ("City"), and Maria Shafer, an independent consultant, ("Consultant").. City and. Consultant are individually referred to as"Party"and are collectively referred to as the"Parties". Scope of Services. In compliance with all terms and conditions of this Agreement, Consultant . shall provide minute preparation services to City as described in the Scope of Services/Work attached to this Agreement as Exhibit"A" and incorporated by reference (the "services" or"work"). Exhibit "A" includes the agreed upon schedule of performance and the schedule of fees. Consultant warrants that all services and work shall be performed in a competent,professional, and satisfactory manner consistent with prevailing industry standards. In the event of any inconsistency between the terms contained in the Scope of Services/Work-"and the terms set forth in this Agreement,the terms set forth in this Agreement shall govern. Compliance with Law. Consultant services rendered under this Agreement shall comply with all applicable federal, state, and local laws, statutes and ordinances and all lawful-orders, rules, and regulations. Licenses and Permits. Consultant shall obtain at its sole cost and expense such licenses,permits, and approvals as may be required by law for the performance of the services required by this Agreement. Time For Completion.The time for completion of the services to be performed by Consultant is an essential condition of this Agreement. Consultant shall prosecute regularly and diligently the work of this Agreement according to the agreed upon schedule-of performance set forth in Exhibit"A." Consultant shall not be accountable for delays in the progress of its work caused by any condition beyond its control And without the.fault or negligence of Consultant. Delays shall not entitle Consultant to any additional compensation'regardless of the party-responsible for the delay. Post Office Box 2743 • Palm Springs,California 92263.2743 February 10, 2020 Maria Shafer-Minute Preparation Page 2 of 8 Compensation of Consultant. Consultant shall be compensated and reimbursed for the services rendered under this Agreement in accordance with the schedule of fees set forth in Exhibit"A". The total amount of Compensation shall not exceed$5,000. Method of Payment. In any month in which Consultant wishes to receive payment,Consultant shall submit to City an invoice for services rendered prior to the date of the invoice,no later than the first working day of such month,in the form approved by City's finance director. Payments shall be based on the hourly rates set forth in Exhibit"A"for authorized services performed. City shall pay Consultant for all expenses stated in the invoice that are approved by City and consistent with this Agreement, within thirty(30)days of receipt of Consultant's invoice. Term. Unless earlier terminated,this Agreement shall continue in full force and effect for a period of five months, commencing on February 10, 2020, and ending on June 30, 2020, unless extended by mutual written agreement of the parties. Independent Contractor. Neither City nor any of its employees shall have any control over the manner, mode, or means by which Consultant, its agents or employees, perform the services required, except as otherwise specified. Consultant shall perform all required services as an independent Consultant of City and shall not be an employee of City and shall remain at all times as to City a wholly independent Consultant with only such obligations as are consistent with that role;however,City shall have the right to review Consultant's work product,result,and advice. Consultant shall not at any time or in any manner represent that it or any of its agents or employees are agents or employees of City. Personnel. Consultant agrees to assign the following individuals to perform the services in this Agreement.Consultant shall not alter the assignment of the following personnel without the prior written approval of the Contract Officer. Acting through the City Manager,the City shall have the unrestricted right to order the removal of any personnel assigned by Consultant by providing written notice to Consultant. Name: Title: Maria Shafer Owner Insurance. Consultant shall procure and maintain, at its sole cost and expense, policies of insurance as set forth in the attached Exhibit"B",incorporated herein by reference. CITY OF PALM SPRINGS Date: I uzo Byjo�ny J. ejia City Clerk "CONSULTANT" Maria Shafer Date: ,- l 1 - l?a- By: Maria Shafer,Owne APPROVED A5 TO FORM 18 ri� 4� 3 CI TTOR Elf February 10,2020 Maria Shafer—Minute Preparation Page 3 of 8 EXHIBIT "A"- CONSULTANT'S SCOPE OF SERVICES/WORK Including; Schedule of Fees And Schedule of Performance February 10,2020 Maria Shafer—Minute Preparation Page 4 of 8 Maria Shafer Independent Contractor 6782 California Avenue Long Beach, CA 90805 562-637-961-6 mariashafer03()-vahoo.com February 6,2020 Anthony J. Mejia, MMC City Clerk City of Palm Springs Palm Springs, CA Via: Email Dear Mr. Mejia, I would be honored to provide transcription services as an independent contractor for your immediate needs in transcribing your City Council meetings. I have provided minute preparation services for the cities of Cerritos and Whitter. Following is the proposed scope of services and schedule of performance for the City.of.Palm Springs: •. Preparation of minutes for City Council Meetings or as directed. • Minutes will be completed utilizing the video recordings or audio files available on the City's website or transmitted electronically. • Format of the minutes shall be provided by the City. • Minutes shall be summary style minutes,with particular consideration given to public comments and substantial comments made by individual City Council Members. •- Minutes will be emailed to the City for review and revision. • Upon request, revisions will be made and final draft minutes will be submitted to the City via email within 72 hours of receipt of the requested corrections. • Minutes will be completed within 7 days from start of the project. Following is the schedule of fees for the City of Palm Springs: • $100 per meeting hour. • Notice will be given to the City once total compensation has reached$4,000. - . - • Total compensation shall not exceed$5,000. As an Independent Contractor, I request that insurance requirements be waived, noting that I have no other employees and there is no need for me to use an automobile in relation to my services. Again,thank you for the opportunity to serve the City of Palm Springs. Sincerely, Maria Shafer Independent Contractor February 10, 2020 Maria Shafer—Minute Preparation Page 5 of 8 EXHIBIT "B" INSURANCE PROVISIONS Including Verification of Coverage, Sufficiency of Insurers, Errors and Omissions Coverage, Minimum Scope of Insurance, Deductibles and Self.Insured Retentions, and Severability of Interests (Separation of Insureds) February 10,2020 Maria Shafer—Minute Preparation Page 6 of 8 INSURANCE 1. Procurement and Maintenance of Insurance. Consultant shall procure and.maintain public liability and property damage insurance against all claims for injuries against persons or damages to property resulting from Consultant's performance under this Agreement. Consultant shall procure and maintain all insurance at its sole cost and expense, in a form and content satisfactory to the'City, and submit concurrently with its execution of this Agreement. Consultant shall also carry workers' compensation insurance in accordance with California workers'compensation laws. Such insurance shall be kept in full force and effect during the term of this Agreement, including any extensions. Such insurance shall not be cancelable without thirty(30)days advance written notice to City of any proposed cancellation. .Certificates of insurance evidencing the foregoing.and designating the City, its elected . officials, officers, employees, agents, :and volunteers as additional named insureds by original endorsement shall be delivered to and approved by City prior to commencement of services. The procuring of such insurance and the delivery of policies, certificates, and endorsements evidencing the same shall not be construed as a limitation of Consultant's obligation to indemnify City, its elected officials,officers, agents,employees,and volunteers. 2. - Minimum Scope of Insurance. The minimum amount of insurance required under this Agreement shall be as follows: 1. Comprehensive general liability and personal injury with limits of at least one million dollars ($1,000,000.00) combined single limit coverage per occurrence.and two million dollars ($2,000,000)general aggregate; NOT REQUIRED 2. Automobile liability insurance with limits of at least one million dollars ($1,000,000.00)per occurrence;NOT REQUIRED 3. Professional liability (errors and omissions) insurance with limits of at least one million dollars($1,000,000.00)per occurrence and two million dollars($2,000,000)annual aggregate is: required X is not required; 4. Workers' Compensation insurance in the statutory amount as required by the State of California and Employer's Liability Insurance with limits of at least one million dollars$1 million per occurrence: If Consultant has no employees, Consultant shall complete the City's Request for Waiver of Workers' Compensation Insurance Requirement form. NOT REQUIRED 3. Primary Insurance. For,any claims related to this Agreement, Consultant's insurance coverage shall be primary with respect to the City and its respective elected officials,officers,employees, agents, and_volunteers. Any insurance-or self-insurance maintained by City and its respective elected officials,officers,employees,agents,and volunteers shall be in excess of Consultant's insurance and shall not contribute with it. For Workers' Compensation and Employer's Liability Insurance only,the insurer shall waive all rights of subrogation and contribution it may have against City; its elected officials, officers,employees,agents,and volunteers..NOT REQUIRED February 10,2020 Maria Shafer—Minute Preparation Page 7 of 8 4: Errors and Omissions Coverage. If Errors & Omissions Insurance is required, and if Consultant provides claims made professional liability.insurance, Consultant shall also agree in writing either(1)to purchase tail insurance in the amount required by this Agreement to cover claims made within three years of the completion of Consultant's services under this Agreement, or (2) to maintain professional liability insurance coverage with the same carrier in the amount required by this Agreement for at least three years after completion of Consultant's services under this Agreement. Consultant shall also be required to provide evidence to City of the purchase_of the required tail insurance or continuation of the professional liability policy. 5. Sufficiency of Insurers. Insurance required in this Agreement shall be provided by authorized insurers in good standing with the State of California. Coverage shall be provided by insurers admitted in the State of California with an A.M. Best's Key Rating of B++, Class VII, or better, unless otherwise acceptable to the City. 6. Verification of Coverage. Consultant shall furnish City-with both certificates of insurance and endorsements, including additional insured endorsements, effecting all of the coverages required by this Agreement. The certificates and endorsements are to be signed by a person authorized by that insurer to bind coverage on its behalf. All proof of insurance is to be received and approved by the City before work commences. City reserves the right to require Consultant's insurers to provide complete, certified copies of all required insurance policies.at any time. Additional insured endorsements are not required for Errors and Omissions and Workers' Compensation policies. Verification of Insurance coverage may be provided by: (1) an approved General and/or Auto Liability Endorsement Form for the City of Palm Springs or (2) an acceptable Certificate of Liability Insurance Coverage with an approved Additional Insured Endorsement with the following endorsements stated on the certificate: 1. "The City of Palm Springs, its ofcials, employees,and agents are named as an additional insured..- "("as respects City of Palm Springs Contract No._"or,'for any and all work performed with .the City"may be included in this statement). 2. "This insurance is primary and non-contributory over any insurance or self-insurance the City may have..."("as respects City of Palm Springs Contract No. or'for any-and all work performed with the City"may be included in this statement). 3. "Should any of the above described policies be canceled before the expiration date.thereof, the issuing company will.mail 30 days written notice to the Certificate Holder named."Language such as, 'endeavor to"mail and"but failure to mail such notice shall impose no obligation or liability of any kind upon the company,its agents or representative" is not acceptable and must be crossed out. 4. Both the Workers'Workers' Compensation and Employers' Liability policies shall .contain the insurer's .waiver of subrogation in favor of City, its elected officials,-officers, employees, agents; and volunteers. . February 10,2020 Maria Shafer—Minute Preparation Page 8 of 8 In addition to the endorsements listed above,the City of Palm Springs shall be named the certificate holder on the policies. All certificates,of insurance and endorsements are to be received and approved by the City before work commences. All certificates of insurance must be authorized by a person with authority to bind-coverage, whether that is the-authorized agent/broker or insurance underwriter. Failure to obtain the required documents prior to the commencement of work shall not waive the Consultant's obligation to provide them. 7. Deductibles and Self-Insured Retentions. Any deductibles or self-insured retentions. must be declared to and approved by the City prior to commencing any work or services under this Agreement. At the option of the City, either(1)the insurer shall reduce or eliminate such deductibles or self-insured retentions with respect to the City, its elected officials, officers, employees, agents, and volunteers; or (2) Consultant shall procure a bond guaranteeing payment of losses and related investigations, claim administration,.and defense expenses. Certificates of Insurance must include evidence of the amount of any deductible or self-insured retention under the policy. Consultant guarantees payment of all deductibles and self-insured retentions.- 8. Severability of Interests(Separation of Insureds). This insurance applies separately to each insured against whom claim is made or suit is brought except with respect to the limits of the insurer's liability.