02-0402_EILEEN PADBERG CONSULTING_Personal Services AgreementPERSONAL SERVICES AGREEMENT
THIS AGREEMENT is made and entered into this 2L"� day of (jj622,11 ,
2002, by and between the City of San Juan Capistrano (hereinafter referred to as the
"City") and Eileen Padberg Consulting (hereinafter referred to as "Consultant").
RECITALS:
WHEREAS, City desires to retain the services of Consultant regarding the City's
proposal to develop a community relations plan focused on issues of growth, traffic, water
quality and land preservation; 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 April 30, 2002.
Section 3. Compensation.
3.1 Amount.
Total compensation for the scope of services forthis Project shall not exceed
$10.000 (or $5.000 per month for a period of two months), as set forth in Exhibit "B,"
attached and incorporated herein by reference.
3.2 Rate Schedule.
The services shall be billed to the City at the hourly rate set forth in Exhibit
"C," 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
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perform the stipulated services. Submittals shall be in accordance with Consultant's
proposal.
3.3 Method of Payment.
Consultant shall submit 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. Chances 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
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Agreement setting forth with particularity all terms of the new agreement, including but not
limited to any additional Consultant's fees.
Section 7. Familiarity with Work and Construction Site.
By executing this Agreement, Consultant warrants that: (1) it has investigated the
work to be performed and understands the restrictions of the work under this Agreement.
Should Consultant discover any latent or unknown conditions materially differing from
those inherent in the work or as represented by City, it shall immediately inform City of this
and shall not proceed with further work under this Agreement until written instructions are
received from the City.
Section 8. Time of Essence.
Time is of the essence in the performance of this Agreement.
Section 9. Compliance with Law.
Consultant shall comply with all applicable laws, ordinances, codes and regulations
of federal, state and local government.
Section 10. 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 11. 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 and available through electronic
copies, such as diskettes.
All services to be rendered hereunder shall be subject to the direction and approval
of the City.
Section 12. 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
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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 13. Indemnity.
Consultant agrees to protect, defend and hold harmless City, its elected and
appointed officials and employees from any and all claims, liabilities, expenses ordamages
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 14. 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.
14.1 Comprehensive General Liability.
Throughout the term of this Agreement, Consultant shall maintain in full force
and effect Comprehensive General Liability coverage in the following minimum amounts:
$500,000 property damage;
$500,000 injury to one person/any one occurrence/not limited to contractual
period;
$1,000,000 injury to more than one person/any one occurrence/not limited
to contractual period.
14.2 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 in the following minimum amounts:
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$500,000 property damage;
$500,000 injury to one person/any one occurrence/not limited to contractual
period;
$1,000,000 injury to more than one person/any one occurrence/not limited
to contractual period
14.3 Worker's Compensation.
If Consultant intends to employ employees to perform services under this
Agreement, Consultant shall obtain and maintain, during the term of this Agreement,
Worker's Compensation Employer's Liability Insurance in the statutory amount as required
by state law.
14.4 Proof of Insurance Requirements/Endorsement.
Prior to beginning any work under this Agreement, Consultant shall submit
the insurance certificates, including the deductible or self -retention amount, and an
additional insured endorsement to the Consultant's general liability and umbrella liability
policies to the City's City Clerk's office for certification that the insurance requirements of
this Agreement have been satisfied.
14.6 Notice of Cancellation/Termination of Insurance.
The above policy/policies shall not terminate, nor shall they be cancelled, nor
the coverages reduced, until after thirty (30) days' written notice is given to City, except that
ten (10) days' notice shall be given if there is a cancellation due to failure to pay a
premium.
14.7 Terms of Compensation.
Consultant shall not receive any compensation until all insurance provisions
have been satisfied.
14.8 Notice to Proceed.
Consultant shall not proceed with any work under this Agreement until the
City has issued a written "Notice to Proceed" verifying that Consultant has complied with
all insurance requirements of this Agreement.
Section 15. Termination.
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City and Consultant shall have the right to terminate this Agreement without cause
by giving thirty (30) days' advance written notice of termination to the other party
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 16. 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: Director of Administrative Services
To Consultant: Eileen Padberg Consulting
2102 Business Center Drive, Ste. 130
Irvine, California, 92612
Section 17. Attorneys' Fees.
If any action at law or in equity is necessary to enforce or interpret the terms of this
Agreement, the prevailing party shall be entitled to reasonable attorneys' fees, costs and
necessary disbursements in addition to any other relief to which he may be entitled.
Section 18. Dispute Resolution.
In the event of a dispute arising between the parties regarding performance or
interpretation of this Agreement, the dispute shall be resolved by binding arbitration under
the auspices of the Judicial Arbitration and Mediation Service ("JAMS").
Section 19. Entire Agreement.
This Agreement constitutes the entire understanding and agreement between the
parties and supersedes all previous negotiations between them pertaining to the subject
matter thereof.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement.
• .Ji
By:
ATTEST: Ct p� Vh baav� *I Mk ha
Margaret k. Monahan, City Clerk
APPROVED AS TO FORM:
John R Shaw, City Attorney
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Scope of Work
San Juan Capistrano
The city of San Juan Capistrano is committed to preserving the " small town" atmosphere
for its residents. A recent survey verified that the quality of life is an important issue to
the residents of San Juan Capistrano, and an important component of that quality of life
issue is restraining growth and traffic and preserving open space. Making certain that
several of the large parcels of land are preserved as open space and maintaining the
historical feel t the community is important to the residents. While this effort to purchase
major remaining parcels of land in the city may be difficult, if we act to mobilize
substantial grassroots support early, it can be won.
Working with the City Attorney and members of the San Juan City Council assigned to
this project, Eileen Padberg Consulting will draft a comprehensive work plan designed to
implement a city-wide community relations plan to communicate and gain support for the
cities' open space preservation plan. We will work with the city to develop a "blueprint
for the future" that we can take to the community for feedback, input and consensus. In
addition to this, we need to design a specific ballot plan, if necessary, to meet our
objectives. To accomplish this, Padberg Consulting will help to identify, evaluate and
implement outreach opportunities, anticipate potential obstacles and develop strategies to
thwart opponents as well as anticipate potential obstacles.
The work plan will include, but not be limited to:
Message Development. Work with the city to develop a simple, easy to digest consistent
message about the city's plans to preserve open space for:
■ Talking Points
■ Speech Outlines
■ Story Ideas
■ Newsletter Material
■ Bulletin Material
■ Fact Sheets/Q & A's
Opinion Leader Survey. A face-to-face or mail survey (very limited quantity) intended
to determine how opinion leaders feel about various options available to the city to
preserve open space.
Community Meetings. Prepare materials and set up the meetings with various
community organizations, community activists and homeowners groups about the city's
plans to preserve open space. The Mayor, city councilperson or city manager would
make these presentations.
Database Development. To disseminate our message, Padberg Consulting will help
develop a database for general communications to the community, and the framework for
Attachment 1
updating this database. In addition, in order to increase support from community leaders,
a VIP mailing list will be compiled encompassing local business leaders, elected officials
and other community activists.
Direct Mail Program and Development of Collateral Materials. Review the city's
existing materials and evaluate these based on current goals. Draft material for
dissemination to the public on behalf of the Mayor, members of the city council or city
staff.
Press Strategy. Develop and implement a specific press strategy designed to deliver the
city's message through the use of free media:
• Press Releases — bring attention to the components of the open space plan;
• Letters to the Editor — generate letters to the editor from community activists;
business leaders and property owners;
■ Opinion Editorial — optimize this format for the Mayor to deliver specific
messages about the open space preservation plan;
■ Newsletters — Utilize other organizations' and groups' communication efforts by
providing them with our preservation plans for their newsletters/bulletins;
■ Meetings — Build relationships with the local press and editorial boards;
■ Press Conferences — Schedule appropriate press events to disclose pertinent and
timely information as the issues develop.
Coordinate the Team. Ensure that the base team of people stays current and familiar
with the issue. Implement a means to review the timeline for the entire team.
Resident Survey. Participate in developing additional public opinion surveys that would
evaluate our messages; determine whether or not our messages are penetrating the public
domain and gauge any changes in public support or opposition.
RATE
in return for services, Client agrees to pay Consultant at a rate of $160 per hour for
principal and $140 per hour for associate; or a maximum of $5, 000 per month, not to
exceed $10,000. Out of pocket expenses (telephone, fax) are included in the hourly fee
amount.
Attachment 2