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HomeMy WebLinkAbout0267C - SAUL & ASSOCIATES - TAX INCREMENT PASSTHRU AUDIT Saul & Associates - Tax Increment & Pass-thru Agr Audit 1988-89 - 1990-91 AGREEMENT #267 CONTRACT SERVICES AGREEMENT FOE R757, 2-20-91 TAX INCREMENT RECEIPTS AUDIT THIS AGREEMENT FOR CONTRACT SERVICES (herein "Agreement" ) , is made and entered into this day of 1991 by and between THE COMMUNITY REDEVELOPMENT A ENCY OF THE CITY OF PALM SPRINGS, (herein "Agency" ) , a public body, corporate and politic and SAUL & ASSOCIATES, a (herein "Contractor" ) . The parties hereto agreeas'/ follow' : 1.0 SERVICES OF CONTRACTOR 1.1 Scope of Services. In compliance with all terms and conditions of this Agreement , the Contractor shall provide those services specified in the "Scope of Services" attached hereto as Exhibit "A" and incorporated herein by this reference, which services may be referred to herein as the "services" or "work" hereunder . Contractor warrants that all services will be performed in a competent , professional and satisfactory manner in accordance with the standards prevalent in the industry. 1. 2 Contractor ' s Proposal. The Scope of Services shall include the Contractor ' s proposal or bid which shall be incorporated herein by this reference as though fully set forth herein. In the event of any inconsistency between the terms of such proposal and this Agreement , the terms of this Agreement shall govern . 1. 3 Compliance with Law. All services rendered hereunder shall be provided in accordance with all ordinances , resolutions , statutes , rules, and regulations of the Agency and any federal , state or local governmental agency having jurisdiction in effect at the time service is rendered. 1. 4 Licenses Permits Fees and Assessments_ Contractor 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 . 1. 5 Care of Work. The Contractor shall adopt reasonable methods during the life of the Agreement to furnish continuous protection to the work , and the equipment , materials , papers , documents, plans , studies and/or other 2/383/014084-0006/12 2/7/91 1 CONTRACT SERVICES AGREEMENT components thereof to prevent losses or damages, and shall be responsible for all such damages, to persons or property, until acceptance of the work by Agency, except such losses or damages as may be caused by Agency' s own negligence. 1.6 Further Responsibilities of Parties. Both parties agree to use reasonable care and diligence to perform their respective obligations under this Agreement. Both parties agree to act in good faith to execute all instruments, prepare all documents and take all actions as may be reasonably necessary to carry out the purposes of this Agreement . Unless hereafter specified, neither party shall be responsible for the service of the other . 1.7 Additional Services. Agency shall have the right at any time during the performance of the services, without invalidating this Agreement, to order extra work or make changes by altering, adding to or deducting from said work. No such extra work may be undertaken unless a written order is first given by the Contract Officer to the Contractor, incorporating therein any adjustment in ( i) the Contract Sum, and/or ( ii) the time to perform this Agreement, which said adjustments are subject to the written approval of the Contractor . Any increase in compensation of five percent ( 5%) or less of the Contract Sum, or in the time to perform of one hundred eighty (180) days or less may be approved by the Contract Officer . Any greater increases, taken either separately or cumulatively must be approved by the Agency Council. 2.0 COMPENSATION 2.1 Contract Sum. For the services rendered pursuant to this Agreement, the Contractor shall be compensated on an hourly basis; provided that said compensation shall not exceed TWENTY-TWO THOUSAND TWO HUNDRED DOLLARS ( $22,200 . 00 ) 9 (he ein "Contract Sum" ) , except as provided in Section 1 .� Further , the amount payable for the services to be provided pursuant to Section A of the Scope of Services shall not exceed THIRTEEN THOUSAND FIVE HUNDRED DOLLARS ( $13, 500 . 00 ) ; the amount payable for the services to be provided pursuant to Section B of the Scope of Services shall not exceed SEVEN THOUSAND TWO HUNDRED DOLLARS ( $7 ,200 . 00 ) ; and the amount payable for the services to be provided pursuant to Section C of the Scope of Services shall not exceed ONE THOUSAND FIVE HUNDRED DOLLARS ($1, 500 . 00 ) . The Contractor ' s hourly wages are set forth in the "Schedule -2- CONTRACT SERVICES AGREEMENT of Compensation" attached hereto as Exhibit "B" and incorporated herein by reference. Contractor shall also be reimbursed for actual amounts expended for photocopying costs (not to exceed FIVE CENTS ($ . 05 ) per page) , travel expenses (not to exceed TWENTY-FIVE CENTS ( $ . 25 ) per mile) , telephone charges and facsimile charges . 2.2 Method of Payment. In any month in which Contractor wishes to receive payment, no later than the first ( 1st) working day of such month, Contractor shall submit to the Agency in the form approved by the Agency' s Director of Finance, an invoice for services rendered prior to the date of the invoice. The Contractor shall also provide such additional supporting documentation as may be requested by the Agency. Agency shall pay Contractor for all expenses stated thereon which are approved by Agency pursuant to this Agreement no later than the last working day of the month. 3.0 PERFORMANCE SCHEDULE 3.1 Time of Essence. Time is of the essence in the performance of this Agreement . 3. 2 Schedule of Performance. Contractor shall commence the services pursuant to this Agreement upon receipt of a written notice to proceed and shall perform all services within the time period(s ) established in the "Scope of Services" . Unless earlier terminated in accordance with Section 7 . 6 of this Agreement, this Agreement shall continue in full force and effect until completion of the services but not exceeding one ( 1) year from the date hereof, except as otherwise provided herein. When requested by the Contractor, extensions to the time period(s) specified in the Scope of Services may be approved in writing by the Contract Officer but not exceeding one hundred eighty ( 180 ) days cumulatively. 4.0 COORDINATION OF WORK 4. 1 Representative of Contractor . Glenda Saul, a principal of Contractor is hereby designated as being the principal and representative of Contractor authorized to act in its behalf with respect to the work specified herein and make all decisions in connection therewith. It is expressly understood that the experience, knowledge, capability and reputation of the foregoing principals were a substantial inducement for Agency to enter into this Agreement . -3- CONTRACT SERVICES AGREEMENT Therefore, the foregoing principal shall be responsible during the term of this Agreement for directing all activities of Contractor and devoting sufficient time to personally supervise the services hereunder . For purposes of this Agreement, the foregoing principals may not be replaced nor may their responsibilities be substantially reduced by Contractor without the express written approval of Agency. 4.2 Contract Officer. The Contract Officer shall be such person as may be designated by the Executive Director of Agency. It shall be the Contractor ' s responsibility to assure that the Contract Officer is kept informed of the progress of the performance of the services and the Contractor shall refer any decisions which must be made by Agency to the Contract Officer . Unless otherwise specified herein, any approval of Agency required hereunder shall mean the approval of the Contract Officer . The Contract Officer shall have authority to sign all documents on behalf of the Agency required hereunder to carry out the terms of this Agreement . 4.3 Prohibition Against Subcontracting or Assign- ment. The experience, knowledge, capability and reputation of Contractor , its principals and employees were a substantial inducement for the Agency to enter into this Agreement . Therefore, Contractor shall not contract with any other entity to perform in whole or in part the services required hereunder without the express written approval of the Agency. In addition, neither this Agreement nor any interest herein may be transferred, assigned, conveyed, hypothecated or encumbered voluntarily or by operation of law, whether for the benefit of creditors or otherwise, without the prior written approval of Agency. Transfers restricted hereunder shall include the transfer to any person or group of persons acting in concert of more than twenty five percent ( 250 ) of the present ownership and/or control of Contractor, taking all transfers into account on a cumulative basis . In the event of any such unapproved transfer, including any bankruptcy proceeding, this Agreement shall be void. No approved transfer shall release the Contractor or any surety of Contractor of any liability hereunder without the express consent of Agency. 4.4 Independent Contractor . Neither the Agency nor any of its employees shall have any control over the manner , mode or means by which Contractor , its agents or employees, perform the services required herein, except as otherwise set forth herein. Agency shall have no voice in -4- CONTRACT SERVICES AGRF VIENT the selection, discharge, supervision or control of Contractor ' s employees, servants, representatives or agents, or in fixing their number, compensation or hours of service. Contractor shall perform all services required herein as an independent contractor of Agency and shall remain at all times as to Agency a wholly independent contractor with only such obligations as are consistent with that role. Contractor shall not at any time or in any manner represent that it or any of its agents or employees are agents or employees of Agency. Agency shall not in any way or for any purpose become or be deemed to be a partner of Contractor in its business or otherwise or a joint venturer or a member of any joint enterprise with Contractor . 5.0 INSURANCE, INDEMNIFICATION AND BONDS 5.1 Insurance. The Contractor shall procure and maintain, at its sole cost and expense, in a form and content satisfactory to Agency, during the entire term of this Agreement including any extension thereof, the following policies of insurance: (a) Worker ' s Compensation Insurance. A policy of worker ' s compensation insurance in such amount as will fully comply with the laws of the State of California and which shall indemnify, insure and provide legal defense for both the Contractor and the Agency against any loss, claim or damage arising from any injuries or occupational diseases occurring to any worker employed by or any persons retained by the Contractor in the course of carrying out the work or services contemplated in this Agreement . (b) Automotive Insurance. A policy of comprehen- sive automobile liability insurance written on a per occurrence basis in an amount not less than either ( i ) bodily injury liability limits of $250 , 000 . 00 per person and $500 , 000 . 00 per occurrence and property damage liability limits of $100 , 000 . 00 per occurrence and $250 ,000 . 00 in the aggregate or ( ii ) combined single limit liability of $500 , 000 . 00 . Said policy shall include coverage for owned, non- owned, leased and hired cars . -5- CONTRACT SERVICES AGREEMENT All of the above policies of insurance shall be primary insurance and shall name the Agency, its officers, employees and agents as additional insureds . The insurer shall waive all rights of subrogation and contribution it may have against the Agency, its officers, employees and agents and their respective insurers. All of said policies of insurance shall provide that said insurance may not be amended or cancelled without providing thirty (30 ) days prior written notice by registered mail to the Agency. In the event any of said policies of insurance are cancelled, the Contractor shall, prior to the cancellation date, submit new evidence of insurance in conformance with this Section 5.1 to the Contract Officer . No work or services under this Agreement shall commence until the Contractor has provided the Agency with Certificates of Insurance or appropriate insurance binders evidencing the above insurance coverages and said Certificates of Insurance or binders are approved by the Agency. The policies of insurance or bonds required by this Agreement shall be satisfactory only if issued by companies qualified to do business in California, rated "A" or better in the most recent edition of Best Rating Guide, The Key Rating Guide or in the Federal Register , and only if they are of a financial category Class VII or better , unless such requirements are waived by the Risk Manager of the City due to unique circumstances . The Contractor agrees that the provisions of this Section 5. 1 shall not be construed as limiting in any way the extent to which the Contractor may be held responsible for the payment of damages to any persons or property resulting from the Contractor ' s activities or the activities of any person or persons for which the Contractor is otherwise responsible. 5.2 Indemnification. Contractor agrees to indemnify the Agency, its officers, agents and employees against, and will hold and save them and each of them harmless from, any and all actions , suits , claims, damages to persons or property, losses , costs , penalties , obligations , errors , omissions or liabilities, (herein "claims or liabilities" ) that may be asserted or claimed by any person, firm or entity arising out of or in connection with the negligent performance of the work , operations or activities of Contractor , its agents , employees, subcontractors , or invitees, provided for herein, or arising from the negligent acts or omissions of Contractor hereunder , or arising from -6- CONTRACT SERVICES AGREEMENT Contractor ' s negligent performance of or failure to perform any term, provision covenant or condition of this Agreement, whether or not there is concurrent passive or active negligence on the part of the Agency, its officers, agents or employees but excluding such claims or liabilities arising from the sole negligence or willful misconduct of the Agency, its officers, agents or employees, who are directly responsible to the Agency, and in connection therewith: (a) Contractor will defend any action or actions filed in connection with any of said claims or liabilities and will pay all costs and expenses, including legal costs and attorneys ' fees incurred in connection therewith; (b) Contractor will promptly pay any judgment rendered against the Agency, its officers, agents or employees for any such claims or liabilities arising out of or in connection with the negligent performance of or failure to perform such work, operations or activities of Contractor hereunder; and Contractor agrees to save and hold the Agency, its officers, agents, and employees harmless therefrom; ( c) In the event the Agency, its officers , agents or employees is made a party to any action or proceeding filed or prosecuted against Contractor for such damages or other claims arising out of or in connection with the negligent performance of or failure to perform the work, operation or activities of Contractor hereunder , Contractor agrees to pay to the Agency, its officers , agents or employees, any and all costs and expenses incurred by the Agency, its officers, agents or employees in such action or proceeding, including but not limited to, legal costs and attorneys ' fees . 6.0 RECORDS AND REPORTS 6.1 Reports. Contractor shall periodically prepare and submit to the Contract Officer such reports concerning the performance of the services required by this Agreement as the Contract Officer shall require. -7- CONTRACT SERVICES AGREEMENT 6.2 Records. Contractor shall keep, and require subcontractors to keep, such books and records as shall be necessary to perform the services required by this Agreement and enable the Contract Officer to evaluate the performance of such services . The Contract Officer shall have full and free access to such books and records at all times during normal business hours of Agency, including the right to inspect, copy, audit and make records and transcripts from such records. Such records shall be maintained for a period of three ( 3) years following completion of the services hereunder, and the Agency shall have access to such records in the event any audit is required. 6.3 ' Ownership of Documents. All drawings, specifications, reports, records, documents and other materials prepared by Contractor , its employees, subcontractors and agents in the performance of this Agreement shall be the property of Agency and shall be delivered to Agency upon request of the Contract Officer or upon the termination of this Agreement, and Contractor shall have no claim for further employment or additional compensation as a result of the exercise by Agency of its full rights of ownership of the documents and materials hereunder . However , Contractor may retain copies of such documents for its own use. Contractor shall have an unrestricted right to use the concepts embodied therein. 6. 4 Release of Documents. The drawings, specifications, reports , records, documents and other materials prepared by Contractor in the performance of services under this Agreement shall not be released publicly without the prior written approval of the Contract Officer . 7.0 ENFORCEMENT OF AGREEMENT 7.1 California Law. This Agreement shall be construed and .interpreted both as to validity and to performance of the parties in accordance with the laws of the State of California. Legal actions concerning any dispute, claim or matter arising out of or in relation to this Agreement shall be instituted in the Superior Court of the County of Riverside, State of California, or any other appropriate court in such county, and Contractor covenants and agrees to submit to the personal jurisdiction of such court in the event of such action. -8- CONTRACT SERVICES AGREEFiENT 7.2 Disputes. In the event of any dispute arising under this Agreement, the injured party shall notify the injuring party in writing of its contentions by submitting a claim therefor . The injured party shall continue performing its obligations hereunder so long as the injuring party commences to cure such default within ten ( 10 ) days of service of such notice and completes the cure of such default within forty-five ( 45) days after service of the notice, or such longer period as may be permitted by the injured party; provided that if the default is an immediate danger to the health, safety and general welfare, such immediate action may be necessary. Compliance with the provisions of this Section shall be a condition precedent to termination of this Agreement for cause and to any legal action, and such compliance shall not be a waiver of any party' s right to take legal action in the event that the dispute is not cured, provided that nothing herein shall limit Agency ' s right to terminate this Agreement without cause pursuant to Section 7 .8. 7.3 Waiver. No delay or omission in the exercise of any right or remedy by a nondefaulting party on any default shall impair such right or remedy or be construed as a waiver . A party ' s consent to or approval of any act by the other party requiring the party ' s consent or approval shall not be deemed to waive or render unnecessary the other party ' s consent to or approval of any subsequent act . Any waiver by either party of any default must be in writing and shall not be a waiver of any other default concerning the same or any other provision of this Agreement. 7.4 Rights and Remedies are Cumulative. Except with respect to rights and remedies expressly declared to be exclusive in this Agreement , the rights and remedies of the parties are cumulative and the exercise by either party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other party. 7.5 Legal Action. In addition to any other rights or remedies , either party may take legal action, in law or in equity, to cure, correct or remedy any default, to recover damages for any default , to compel specific performance of this Agreement , to obtain declaratory or injunctive relief, or to obtain any other remedy consistent with the purposes of this Agreement. -9- CONTRACT SERVICES AGREEMENT 7.6 Termination Prior to Expiration Of Term. This Section shall govern any termination of this Agreement except as specifically provided in the following Section for termination for cause. The Agency reserves the right to terminate this Agreement at any time, with or without cause, upon thirty ( 30 ) days ' written notice to Contractor , except that where termination is due to the fault of the Contractor , the period of notice may be such shorter time as may be determined by the Contract Officer . In addition, the Contractor reserves the right to terminate this Agreement at any time upon, with or without cause, upon sixty ( 60) days ' written notice to Agency, except that where termination is due to the fault of the Agency, the period of notice may be such shorter time as the Contractor may determine. Upon receipt of any notice of termination, Contractor shall immediately cease all services hereunder except such as may be specifically approved by the Contract Officer . Contractor shall be entitled to compensation for all services rendered prior to receipt of the notice of termination and for any services authorized by the Contract Officer thereafter in accordance with Section 2 .1 . In the event of termination without cause pursuant to this Section, the terminating party need not provide non-terminating party with the opportunity to cure pursuant to Section 7 . 2 . 7.7 Termination for Default of Contractor. If termination is due to the failure of the Contractor to fulfill its obligations under this Agreement, Agency may, after compliance with the provisions of Section 7 . 2, take over the work and prosecute the same to completion by contract or otherwise, and the Contractor shall be liable to the extent that the total cost for completion of the services required hereunder exceeds the compensation herein stipulated (provided that the Agency shall use reasonable efforts to mitigate such damages) , and Agency may withhold any payments to the Contractor for the purpose of setoff or partial payment of the amounts owed the Agency as previously stated. 7.8 Attorneys ' Fees. If either party to this Agreement is required to initiate or defend or made a party to any action or proceeding in any way connected with this Agreement, the prevailing party in such action or proceeding, in addition to any other relief which may be granted, whether legal or equitable, shall be entitled to reasonable attorneys ' fees . -10- CONTRACT SERVICES AGREEMENT 8.0 CITY OFFICERS AND EMPLOYEES: NON-DISCRIMINATION 8.1 Non-liability of Agency Officers and EmDloyees. No officer or employee of the Agency shall be personally liable to the Contractor , or any successor in interest, in the event of any default or breach by the Agency or for any amount which may become due to the Contractor or to its successor, or for breach of any obligation of the terms of this Agreement . 8. 2 Conflict of Interest. No officer or employee of the Agency shall have any financial interest, direct or indirect, in this Agreement nor shall any such officer or employee participate in any decision relating to the Agreement which effects his financial interest or the financial interest of any corporation, partnership or association in which he is , directly or indirectly, interested, in violation of any State statute or regulation. The Contractor warrants that it has not paid or given and will not pay or give any third party any money or other consideration for obtaining this Agreement. 8. 3 Covenant Against Discrimination. Contractor covenants that, by and for itself, its heirs , executors, assigns , and all persons claiming under or through them, that there shall be no discrimination against or segregation of, any person or group of persons on account of race, color , creed, religion, sex, marital status, national origin, or ancestry in the performance of this Agreement. Contractor shall take affirmative action to insure that applicants are employed and that employees are treated during employment without regard to their race, color , creed, religion, sex, marital status, national origin, or ancestry. 9. 0 MISCELLANEOUS PROVISIONS 9. 1 Notice. Any notice, demand, request, docu- ment , consent, approval, or communication either party desires or is required to give to the other party or any other person shall be in writing and either served personally or sent by prepaid, first-class mail , in the case of the Agency, to the attention of the Contract Officer , THE COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF PALM SPRINGS, CALIFORNIA, P.O. Box 2743 , Palm Springs, California 92263, and in the case of the Contractor, to the person at the address designated on the execution page of this Agreement. Either party may change its address by notifying the other -11- CONTRACT SERVICES AGREEMENT party of the change of address in writing. Notice shall be deemed communicated at the time personally delivered or in seventy-two (72 ) hours from the time of mailing if mailed as provided in this Section. 9 .2 Interpretation. The terms of this Agreement shall be construed in accordance with the meaning of the language used and shall not be construed for or against either party by reason of the authorship of this Agreement .or any other rule of construction which might otherwise apply. 9.3 Integration; Amendment. It is understood that there are no oral agreements between the parties hereto affecting this Agreement and this Agreement supersedes and cancels any and all previous negotiations, arrangements, agreements and understandings, if any, between the parties, and none shall be used to interpret this Agreement . This Agreement may be amended at any time by the mutual consent of the parties by an instrument in writing . 9.4 Severability. In the event that any one or more of the phrases, sentences, clauses, paragraphs, or sections contained in this Agreement shall be declared invalid or unenforceable by a valid judgment or decree of a court of competent jurisdiction, such invalidity or unenforceability shall not effect any of the remaining phrases, sentences, clauses , paragraphs , or sections of this Agreement which are hereby declared as severable and shall be interpreted to carry out the intent of the parties hereunder unless the invalid provision is so material that its invalidity deprives either party of the basic benefit of their bargain or renders this Agreement meaningless . 9.5 Corporate Authority. The persons executing this Agreement on behalf of the parties hereto warrant that ( i) such party is duly organized and existing, ( ii ) they are duly authorized to execute and deliver this Agreement on behalf of said party, ( iii ) by so executing this Agreement , such party is formally bound to the provisions of this Agreement , and ( iv) the entering into this Agreement does not violate any provision of any other Agreement to which said party is bound. -12- CONTRACT SERVICESS AGREEMENT • IN WITNESS WHEREOF, the parties have executed and entered into this Agreement as of the date first written above. ATTEST: THE COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF PALM SPRINGS, CALIFORNIA, a public body, corporates and politic By By: Secretary u Executive Director c_ d � APPROVED AS TO FORM: RUTAN & TUCKER David TjAleshire City Attorney CONTRACTOR: SAUL & ASSOCIATES, a S.I . PrnpriatnrchiP By: /:�," / O,l / Its : (;1 anrla Saul Praci rlani- -13- EXHIBIT "A" SCOPE OF SERVICES A. TAX INCREMENT RECONCILIATION Tax Increment Reconciliation summaries will be prepared for each redevelopment project area of the Agency itemizing tax increment remittance notifications received from the County of Riverside (hereinafter referred to as "County" ) . These summaries will identify the categories of secured, unsecured, supplemental advances, gross receipts, net receipts and adjustments . The above base value for each project area will be compared with the total fiscal year net increment receipts and evaluated for fiscal purposes. Adjustments to tax increments will be investigated through examination of County records . Consultant will examine County records to determine the nature of any adjustments adverse to the Agency noted on the County' s reports. Consultant shall prepare a letter to the County for the Agency' s signature listing all areas of dispute for fiscal years 1988-89 through 1990-91, including adjustments adverse to the City and other remittance errors . All backup data to substantiate Consultant ' s findings will be provided as supporting data to the Agency and County for ease in facilitating adjustments . Consultant shall complete the Tax Increment Reconciliation sixty (60 ) days from receipt of a notice to proceed from Agency. B. PASS-THROUGH AGREEMENT RECONCILIATION Consultant shall examine, analyze and summarize the provisions of each pass-through agreement in which the Agency is a participant for all nine ( 9 ) redevelopment project areas . All payments made for fiscal years 1989-90 and 1990- 91 by the County pursuant to these agreements will be reconciled against the specific terms of each agreement as well as against the Agency ' s audited financial statements and housing set aside verifications. Consultant shall prepare a report setting forth its findings, and if necessary, prepare a letter for the Agency ' s signature to the County listing all areas of dispute. EXHIBIT "A" TO CONTRACT SERVICES AGREEMENT Page 1 of 2 Pages Consultant shall complete the Pass Through Agreement Reconciliation ninety (90 ) days after receipt of a notice to proceed from Agency. C. SYSTEM DEVELOPMENT Consultant shall prepare reconciliation spreadsheets for the Agency' s use in future annual verifications and analyses of its receipt of tax increment and pass-through integrity. Consultant shall further prepare written instructions for performing the reconciliation/verification procedures and will provide on-the-job training for Agency employees . Consultant shall complete the System Development within ninety ( 90) days from receipt of a notice to proceed from Agency. EXHIBIT "A" TO CONTRACT SERVICES AGREEMENT Page 2 of 2 Pages EXHIBIT "B" SAUL & ASSOCIATES FEE SCHEDULE Principal $100 . 00 Senior Analyst 65. 00 Research Analyst 45 . 00 Clerical Support 35 . 00 EXHIBIT "B" TO CONTRACT SERVICES AGREEMENT