08-0229_LEW EDWARD GROUP, INC_Personal Services Agreement0 0
PERSONAL SERVICES AGREEMENT
THIS AGREEMENT is made, entered into, and shall become effective thisc�qda y
of February, 2008, by and between the City of San Juan Capistrano (hereinafter referred
to as the "City") and The Lew Edwards Group (hereinafter referred to as the "Consultant").
RECITALS:
WHEREAS, City desires to retain the services of Consultant regarding the City's
proposal for potential open space bond measure, nonpartisan strategic consultant
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 the consultant shall consist of those tasks as
set forth in Exhibit 'A" attached and incorporated herein by reference. To the extent that
there are any conflicts between the provisions described in Exhibit "A" and those provisions
contained within this Agreement, the provisions in this Agreement shall control.
Section 2. Term.
This Agreement shall commence on the effective date and shall terminate, and all
services required hereunder shall be completed, no later than July 31,st 2008.
Section 3. Compensation.
3.1 Amount.
Total compensation for the services hereunder shall not exceed $25,000,
total contract amount, including all expenses and incidentals. It is understood this is a flat
fee contract, invoiced monthly on a prorated basis. No hourly billings, incidental costs etc
shall be provided for as part if the contract.
3.2 Method of Payment.
Subject to Section 3. 1, Consultant shall submit monthly billings to the city in
the amount of $4,000/month for February through June and $5,000 for the July billing.
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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 Subcontractina and Assionment.
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. Chanaes to Scope of Work.
For extra work not part of this Agreement, a written authorization from City is
required prior to Consultant undertaking any extra 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. Familiarity with Work
By executing this Agreement, Consultant warrants that: (1) it has investigated the
work to be performed; (2) it understands the facilities, difficulties and restrictions of the
work to be performed 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 the 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
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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 work, Consultant shall have delivered to City at least one
(1) copy of any final reports and/or notes or drawings containing Consultant's findings,
conclusions, and recommendations with any supporting documentation. All reports
submitted to the City shall be in reproducible format, or in the format otherwise approved
by the City in writing.
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
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.
To the fullest extent permitted by law, Consultant agrees to protect, defend, and
hold harmless the City and its elective and appointive boards, officers, agents, 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 damages of any nature,
including interference with use of property, arising out of, or in any way connected with the
negligence, recklessness and/or intentional wrongful conduct of Consultant, Consultant's
agents, officers, employees, subcontractors, or independent contractors hired by
Consultant in the performance of the Agreement. The only exception to Consultant's
responsibility to protect, defend, and hold harmless the City, is due to the negligence,
recklessness and/or wrongful conduct of the City, or any of its elective or appointive
boards, officers, agents, or employees.
This hold harmless agreement shall apply to all liability regardless of whether any
insurance policies are applicable. The policy limits do not act as a limitation upon the
amount of indemnification to be provided by Consultant.
Section 14. Insurance.
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On or before beginning any of the services or work called for by any term of this
Agreement, Consultant, at its own cost and expense, shall carry, maintain for the duration
of the agreement, and provide proof thereof that is acceptable to the City, the insurance
specified below with insurers and under forms of insurance satisfactory in all respects to
the City. Consultant shall not allow any subcontractor to commence work on any
subcontract until all insurance required of the Consultant has also been obtained for the
subcontractor. 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 an amount not less than one
million dollars per occurrence ($1,000,000.00), combined single limit coverage for risks
associated with the work contemplated by this agreement. If a Commercial General
Liability Insurance form or other form with a general aggregate limit is used, either the
general aggregate limit shall apply separately to the work to be performed under this
agreement or the general aggregate limit shall be at least twice the required occurrence
limit.
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 an amount not less than one million dollars per occurrence
($1,000,000.00).
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 naming City, its officers, employees, agents, and
volunteers as additional insureds as respects each of the following: Liability arising out of
activities performed by or on behalf of Consultant, including the insured's general
supervision of Consultant; products and completed operations of Consultant; premises
owned, occupied or used by Consultant; or automobiles owned, leased, hired, or borrowed
by Consultant. The coverage shall contain no special limitations on the scope of protection
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afforded City, its officers, employees, agents, or volunteers.
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.
City shall have the right to terminate this Agreement without cause by giving thirty
(30) days' advance written notice of termination to Consultant.
In addition, this Agreement may be terminated by any party 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: Cindy Russell, Assistant City Manager
To Consultant: The Lew Edwards Group
5454 Broadway
Oakland, CA. 94620
Attn: Catherine Lew, Esq., President and CEO
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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.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement.
CITY OF SAN JUAN CAPISTRANO
Dave Adams, City Manager
APPROVED AS TO FORM:
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To: Mr. William Huber
The Wild Horse Group
From: Catherine Lew, Esq.
President & CEO, The Lew Edwards Group
Date: January 31, 2008
Re: Proposed Scope of Services — Nonpartisan Strategic Consulting Services
City of San Juan Capistrano
VIA EMAIL TRANSMISSION
The Lew Edwards Group is pleased to suggest the following scope of services for
the City of San Juan Capistrano's consideration as it plans for a likely November
2008 Bond Measure for Open Space and Natural Resource Preservation.
As we discussed, our standard fee for city preparation and strategic consulting
services is approximately $45,000 for other cities initiating their efforts during
this period in the year.
To accommodate the City's dedicated consulting budget of $25,000, we would
recommend a more refined scope of services that allows the City and Open Space
Committee to maximize our firm's expertise. We would recommend the
following:
➢ In consideration of the discounted rate, all strategic planning with our
firm will occur via teleconference and email exchanges in lieu of in-person
meetings.
➢ We would suggest twice/month, one-hour teleconference sessions with
yourself and a logical City Executive Team or Committee Subcommittee.
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➢ Our firm will:
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o Review and further analyze the existing public opinion research
and provide strategic input into any future research or tracking
polls.
o Develop and submit a strategic outline for key communications
and planning activities that should be implemented by the City or
Committee between February 1®' and July 31°' 2008.
o As part of that outline, recommend a timeline and project budget
for the direct mail to be issued by the City.
o Conceive and/or produce direct mail within the project budget
approved by the City.
o Develop and/or assist with key messages, website copy, press
releases and other materials that disseminate factual information to
average citizens and Opinion Leaders about the open space/natural
resource issues to be addressed by a potential bond
o Confer with Open Space Committee/City Attorney on ballot
measure materials and other submittals to ensure that
communications objectives are achieved.
o Be available for no more than two in-person meetings during the
project period. Though City representatives and Open Space
Committee members are experienced and capable in this arena, we
would strongly recommend that one session be focused on
"Message/Speakers' Bureau Training" to ensure that all
City/Committee Team members are on the same page with regard
to the communications messages recommended by our office. (In
consideration of the budget, no overnight expenses should be
incurred.)
Under this scope of services, we would anticipate that the City/Committee Team:
➢ Provide any background information, such as Committee minutes,
information from the previous open space bond, or media clips for our
review.
➢ Centralize any input or revisions to any materials or copy suggested by
our office, through one individual from your team, to achieve the greatest
efficiency for our office's interactions with your team.
➢ Develop and maintain your own database of Opinion Leaders who are
one audience to be communicated with during the project period. Once
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our office drafts Opinion Leader updates, the City/Committee will
implement the mailings (these are typically just letters).
➢ Deliver oral presentations to key community groups as appropriate,
though our office will provide presentation materials/FAQs.
City/Committee will brainstorm the organizations that need presentations.
➢ Update City website with the copy we suggest, once copy is approved.
➢ Designate a City PIO or Committee liaison as spokesperson to the media,
and disseminate the media releases, from the copy/talking points our
office provides.
➢ Provide City Attorney approval on any direct mail layouts or copy on a
timely basis. If nonLEG vendors are used to produce mailers,
City/Committee shall monitor timely receipt of mailers. If LEG vendors
are used, LEG shall monitor mail delivery.
➢ Provide draft voter handbook materials (city council resolution, ballot
question, impartial analysis) for our office's review on a timely basis. We
have enjoyed a strong collaboration with other City Attorneys and would
look forward to a similar situation in SJC, where LEG's input and strategic
advice is robustly considered. City Attorney has final legal authority over
all materials.
Please note that our fee is a flat rate for preparing the City for a likely November
2008 election. We do not charge on an hourly or monthly basis. Payments of the
fee will be prorated commencing in February through the date of the Council
meeting where the measure is placed on the ballot. By design, most cities are
waiting until their regularly scheduled July Council meeting(s) to allow for the
maximum planning period.
As discussed, our fee does not include "hard project costs" such as additional
polling, printing, graphics, bulk postage, or mailhouse fees.
A resume is included with this transmittal for your records. We look forward to
a partnership with you, the City of San Juan Capistrano, and the Open Space
Committee with enthusiasm.
CATHERINE LEW, Esq.
President and CEO, The Lew Edwards Group
Catherine Lew, a co-founder and President/CEO of The Lew Edwards Group, is a
premier consultant in California providing campaign management services,
communications and political strategy, and strategic advice to cities, counties, special
districts, transportation, K-12 school and community college districts, and other public
agencies, as well as private sector and nonprofit clients.
Lew has more than 25 years of experience in the communications and political arena.
She is a veteran of over 400 political campaigns, many of them difficult two-thirds
requirement public tax measures. Selected clients represented by Lew include: Palomar
Pomerado Health District ($496 Million Bond at two-thirds requirement); Los Angeles
Unified School District (three successive Bond communication efforts at more than $3
Billion per election); Coast Community College District ($370 Million Bond); Huntington
Beach Unified High School District ($238 Million Bond); Saddleback Valley Unified
School District ($180 Million Bond); Anaheim City School District ($111 Million Bond);
and City of La Habra (first successful UUT Re -authorization).
The Lew Edwards Group's professionals have expertise in disciplines such as media,
community organizing/coalition-building, political campaigns, government/legislative
affairs, and public relations. The firm has passed billions of dollars in California finance
measures, winning more than 90% of its issue campaigns. Lew prides herself on her
firm's excellent service to each and every client, diverse agencies and organizations that
range dramatically in size and scope of strategic needs. She is currently representing the
City of La Habra and Westminster School District in Orange County, among several
others throughout California.
Lew and her team of experts are frequently sought-after trainers and speakers for local
leadership organizations and advocacy groups such as the League of California Cities,
California School Board Association, California Municipal Treasurers Association, Local
Government Commission, Coalition for Adequate School Housing, Institute for Local
Government, and Community College League of California.
Catherine Lew, a graduate of the University of California, Berkeley and the University of
San Francisco School of Law, is also a member of the California State Bar. (Rev. 11/27/06)
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32400 PASEO ADELANTO
SAN JUAN CAPISTRANO, CA 92675
(949) 493-1171
(949) 493-1053 FAX
www.sanjuancapistrano.org
TRANSMITTAL
TO
Catherine Lew, Esq.
The Lew Edwards Group
5454 Broadway
Oakland, CA 94620
DATE: February 29, 2008
MEMBERS OF THE CITU COUNCIL
SAM ALLEVATO
THOMAS W. HRIBAR
MARK NIELSEN
JOE SOTO
DR. LONDRES USO
FROM: Maria Morris, Deputy City Clerk (949) 443-6309
RE: Personal Services Agreement— Open Space Measure Consulting Services
Thank you for providing documentation confirming compliance with the terms of the agreement
related to insurance.
Please keep in mind this documentation must remain current with our office during the term of
this agreement. If you have questions related to insurance requirements, please call me at
(949) 443-6309.
If you have questions concerning the agreement, please contact Cynthia L. Russell, Assistant
City Manager (949) 443-6301.
An original agreement is enclosed for your records.
Cc: Cynthia L. Russell, Assistant City Manager
San Juan Capistrano: Preserving the Past to Enhance the Future
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