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04-0304_KT COMMUNITY RELATIONS_Personal Services AgreementPERSONAL SERVICES AGREEMENT THIS AGREEMENT is made and entered into this 0 day of March 2004, by and between the City of San Juan Capistrano (hereinafter referred to as the "City") and KT Community Relations (hereinafter referred to as "Consultant"). RECITALS: WHEREAS, City desires to retain the services of Consultant regarding the City's proposal for Public Relations and Community Liaison services; and, WHEREAS, Consultant is qualified by virtue of experience, training, education and expertise to accomplish such services. NOW, THEREFORE, City and Consultant mutually agree as follows: Section 1. Scope of Work. The scope of work to be performed by Consultant shall consist of those tasks as set forth in Exhibit 'A" attached and incorporated herein by reference. Consultant warrants that all of its services shall be performed in a competent, professional and satisfactory manner and in accordance with the prevalent standards of its profession. Section 2. Term. This Agreement shall commence on the effective date of this Agreement and services required hereunder shall be completed by no later than June 30, 2004. Section 3. Compensation. 3.1 Amount. Total compensation for the scope of services for this Project shall not exceed Twelve Thousand Dollars ($12,000), as set forth in Exhibit 'A," attached and incorporated herein by reference. 3.2 Rate Schedule. The services shall be billed to the City at the rate set forth in Exhibit "B," attached and incorporated herein by reference. Included within the compensation are all the Consultant's ordinary office and overhead expenses incurred by it, its agents and employees, including meetings with the City representatives and incidental costs to perform the stipulated services. Submittals shall be in accordance with Consultant's proposal. 3.3 Method of Payment Consultant shall submit semi-monthly invoices based on total services which have been satisfactorily completed and specifying a percentage of projected completion for approval by the City. The City will pay monthly progress payments based on approved invoices in accordance with this Section. For extra work not part of this Agreement, a written authorization from City is required prior to Consultant undertaking any extra work. 3.4 Records of Expenses. Consultant shall keep complete and accurate records of all costs and expenses incidental to services covered by this Agreement. These records will be made available at reasonable times to City. Section 4. Independent Contractor. It is agreed that Consultant shall act and be an independent contractor and not an agent or employee of City, and shall obtain no rights to any benefits which accrue to City's employees. Section 5. Limitations Upon Subcontracting and Assignment. The experience, knowledge, capability and reputation of Consultant, its principals and employees were a substantial inducement for City to enter into this Agreement. Consultant shall not contract with any other entity to perform the services required without written approval of the City. This Agreement may not be assigned, voluntarily or by operation of law, without the prior written approval of the City. If Consultant is permitted to subcontract any part of this Agreement by City, Consultant shall be responsible to City for the acts and omissions of its subcontractor as it is for persons directly employed. Nothing contained in this Agreement shall create any contractual relationships between any subcontractor and City. All persons engaged in the work will be considered employees of Consultant. City will deal directly with and will make all payments to Consultant. Section 6. Channes to Scope of Work. In the event of a change in the Scope of Work provided for in the contract documents as requested by the City, the Parties hereto shall execute an addendum to this Agreement setting forth with particularity all terms of the new agreement, including but not limited to any additional Consultant's fees. Section 7. Conflicts of Interest. Consultant covenants that it presently has no interest and shall not acquire any interest, direct or indirect, which would conflict in any manner or degree with the performance of the services contemplated by this Agreement. No person having such interest shall be employed by or associated with Consultant. Section B. Copies of Work Product. At the completion of the contract period, Consultant shall have delivered to City at least one (1) copy of any final reports and architectural drawings containing Consultant's findings, conclusions, and recommendations with any support documentation. All reports submitted to the City shall be in reproducible format. All services to be rendered hereunder shall be subject to the direction and approval of the City. Section 9. Ownership of Documents. All reports, information, data and exhibits prepared or assembled by Consultant in connection with the performance of its services pursuant to this Agreement are confidential to the extent permitted by law, and Consultant agrees that they shall not be made available to any individual or organization without prior written consent of the City. All such reports, information, data, and exhibits shall be the property of the City and shall be delivered to the City upon demand without additional costs or expense to the City. The City acknowledges such documents are instruments of Consultant's professional services. Section 10. Indemnity. Consultant agrees to protect, defend and hold harmless City, its elected and appointed officials and employees from any and all claims, liabilities, expenses or damages of any nature, including attorneys' fees, for injury or death of any person or damage to property or interference with use of property and for errors and omissions committed by Consultant arising out of or in connection with the work, operation or activities of Consultant, its agents, employees and subcontractors in carrying out its obligations under this Agreement. Section 11. Insurance. Insurance required herein shall be provided by Admitted Insurers in good standing with the State of California and having a minimum Best's Guide Rating of A - Class VII or better. 11.1 Comprehensive Automobile Liability. Throughout the term of this Agreement, Consultant shall maintain in full force and effect Comprehensive Automobile Liability coverage, including owned, hired and non -owned vehicles as required by law in the State of California. 11.2 Proof of Insurance Requirements/Endorsement. Prior to beginning any work under this Agreement, Consultant shall submit proof of insurance to the City Clerk's office for certification that the insurance requirements of this Agreement have been satisfied. Section 12. Termination. City and Consultant shall have the right to terminate this Agreement without cause by giving ten(10) days' advance written notice of termination to the other parry In addition, this Agreement may be terminated for cause by providing ten (10) days' notice to the other party of a material breach of contract. If the other party does not cure the breach of contract, then the agreement may be terminated subsequent to the ten (10) day cure period. Section 13. Notice. All notices shall be personally delivered or mailed to the below listed addresses, or to such other addresses as may be designated by written notice. These addresses shall be used for delivery of service of process: To City: City of San Juan Capistrano 32400 Paseo Adelanto San Juan Capistrano, CA 92675 Attn: Cindy Russell, Acting Assistant City Manager To Consultant: KT Community Relations 32 Rambling Lane Aliso Viejo, CA 92656 Attn: Kelly Tokarski Section 14. Entire Aareement This Agreement constitutes the entire understanding and agreement between the parties and supersedes all previous negotiations between them pertaining to the subject matter thereof. IN WITNESS WHEREOF, the parties hereto have executed this Agreement. CITY OF SAN JUAN CAPISTRANO CONSULTANT By: ATTEST: R. Monahan, City Clerk APPROVED AS TO FORM: John R.aw, City Attorney Exhibit "A" Scope of Work • Handle all media relations, including maintaining relationships with key local media; writing and distributing media releases; coordinate requests for information and provide responses as necessary. • Meet with Department Heads as required by the City looking for opportunities to positively promote the City; information for the public on upcoming items of interest; and stories to pitch to the local media. • Prepare all Mayor's Messages (bi-weekly) and City Hall Updates (weekly) for publication in the Capistrano Valley News. • Coordinate and write speeches for the Mayor and City Council members as necessary. • Coordinate City Council related special events and assist with other special events including coordination of City information exhibit at certain community events. • Provide support to Mayor, City Council and other City staff members at City - sponsored and other special events; including attendance at the event; coordination with other agencies and/or dignitaries; taking pictures and distributing to the media as necessary and other assistance as required by the City. Coordinate other City related public relations activities provided by outside vendors. Exhibit "B" Rate Schedule Flat Monthly Fee $3,000.00 Fee to be billed semi-monthly. Invoices to include a detailed listing of services provided including written material prepared, events coordinated and attended; etc. Invoices to be submitted and paid based on City's Accounts Payable schedule as issued by the Department of Administrative Services.