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10-0801_KT COMMUNITY RELATIONS_Personal Services Agreement0 0 PERSONAL SERVICES AGREEMENT THIS AGREEMENT is made, entered into, and shall become effective this 1st day of August, 2010, by and between the San Juan Capistrano Community Redevelopment Agency (hereinafter referred to as the "Agency") and KT Community Relations (hereinafter referred to as the "Consultant"). RECITALS: WHEREAS, City desires to retain the services of Consultant regarding the City's proposal to provide public relations and community outreach and education efforts for CRA projects; 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 June 20, 2011. Section 3. Compensation. 3.1 Amount. Total compensation for the services hereunder shall not exceed $5,000.00 in total. 3.2 Method of Payment. Subject to Section 3. 1, Consultant shall submit monthly invoices based on total services which have been satisfactorily completed for such monthly period. The Agency will pay monthly progress payments based on approved invoices in accordance with this Section. 0 0 3.3 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 Agency. Invoices shall be addressed as provided for in Section 16 below. Section 4. Independent Contractor. It is agreed that Consultant shall act and be an independent contractor and not an agent or employee of Agency, and shall obtain no rights to any benefits which accrue to Agency's employees. Section S. Limitations Upon Subcontracting and Assignment. The experience, knowledge, capability and reputation of Consultant, its principals and employees were a substantial inducement for Agency to enter into this Agreement. Consultant shall not contract with any other entity to perform the services required without written approval of the Agency. This Agreement may not be assigned, voluntarily or by operation of law, without the prior written approval of the Agency. If Consultant is permitted to subcontract any part of this Agreement by Agency, Consultant shall be responsible to Agency 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 Agency. All persons engaged in the work will be considered employees of Consultant. Agency will deal directly with and will make all payments to Consultant. Section 6. Changes to Scope of Work. For extra work not part of this Agreement, a written authorization from Agency 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 Agency, 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 and/or Construction Site. By executing this Agreement, Consultant warrants that: (1) it has investigated the work to be performed; (2) if applicable, it has investigated the work site(s), and is aware of all conditions there; and (3) 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 Agency, it shall immediately inform the Agency of this and shall not proceed with further 0 0 work under this Agreement until written instructions are received from the Agency. Section 8. Time of Essence. Time is of the essence in the performance of this Agreement. Section 9. Compliance with Law: E -Verify. 9.1. Compliance with Law. Consultant shall comply with all applicable laws, ordinances, codes and regulations of federal, state and local government. 9.2. E -Verify. If Consultant is not already enrolled in the U.S. Department of Homeland Security's E -Verify program, Consultant shall enroll in the E -Verify program within fifteen days of the effective date of this Agreement to verify the employment authorization of new employees assigned to perform work hereunder. Consultant shall verify employment authorization within three days of hiring a new employee to perform work under this Agreement. Information pertaining to the E -Verify program can be found at http://www.uscis.gov, or access the registration page at httos://e-verifv.uscis.gov/enroll/. Consultant shall certify its registration with E -Verify and provide its registration number within sixteen days of the effective date of this Agreement. Failure to provide certification will result in withholding payment until full compliance is demonstrated. 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 Agency at least one (1) copy of any final reports and/or notes or drawings containing Consultant's findings, conclusions, and recommendations with any support documentation. All reports submitted to the Agency shall be in reproducible format, or in the format otherwise approved by the Agency 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 Agency. All such reports, information, data, and exhibits shall be the property of the Agency and shall be delivered to the Agency upon demand without additional costs or expense to the Agency. The Agency 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 Agency and its elective or 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 Agency, is due to the negligence, recklessness and/or wrongful conduct of Agency, 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. 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 Agency, the insurance specified below with insurers and under forms of insurance satisfactory in all respects to the Agency. 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 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 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. 0 0 14.2 Proof of Insurance Requirements 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. 14.3 Terms of Compensation. Consultant shall not receive any compensation until all insurance provisions have been satisfied. 14.4 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. Agency 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 Agency: San -Juan Capistrano Community Redevelopment Agency 32400 Paseo Adelanto San Juan Capistrano, CA 92675 Attn: Cindy Russell To Consultant: KT Community Relations 23711 Arjay Way Laguna Niguel, CA 92677 0 0 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. [SIGNATURE PAGE FOLLOWS] 9 0 0 IN WITNESS WHEREOF, the parties hereto have executed this Agreement. ATTEST: uQ Maria Morris, Ajeho Secretary APPROVED AS TO FORM: bwV11 Omar Sandoval, Agency Couns I SAN JUAN CAPISTRANO COMMUNITY REDEVEOPMENT AGENCY By: t3lxecutive Director CONSULTANT By: Kelly Tokarkii, Consultant 7 0 CRA Scope of Work 40 Provide ongoing public outreach and education via press releases, eNewsletters, and through social media outlets, which include but are not limited to, Twitter, Facebook, My Space and Linkedln. Assist with Web site updates and pages for CRA projects. Assist in the creation and dissemination of online and print publications including fact sheets, flyers, brochures, bill stuffers, newsletters and other communication tactics. Work to set up speakers bureaus and any other relevant public educational meetings, etc. Work with the media to create factual stories and inform the public of the projects and relevant processes. Assist staff with specific Economic Development -related projects relating to public outreach and information. Exhibit A 0 0 E -VERIFY PROGRAM DECLARATION Agreement: KT Community Relations/ San Juan Capistrano Community Redevelopment Agency Agreement date: August 1, 2010 1 hereby affirm, under penalty of perjury under the laws of the State of California, as follows (initial one): I certify that I am a sole practitioner and as such am not qualified to participate in the federal E -Verify program. I further certify that while performing the services or complying with the obligations required by the foregoing agreement with the City of San Juan Capistrano or the San Juan Capistrano Community Redevelopment Agency, should I employ any person in any manner so as to become qualified to participate in the E - Verify program, I shall immediately comply with the E -Verify provisions of the agreement. I certify that I and/or the organization for which I exercise management responsibilities does not employ individuals for wages or salary who provide or will provide services or activities required under the foregoing agreement with the City of San Juan Capistrano or the San Juan Capistrano Community Redevelopment Agency. I further certify that while performing the services or complying with the obligations required by the foregoing agreement, should I employ any person so as to become subject to the E -Verify provisions of the agreement, I shall immediately comply with the same. Name of Declarant: Kelly Tokarski Business/Organization Name: KT Community Relations Executed this day of/ 2010 at <-,, , Tma� City), California. Signature: 32400 PASEO AOELANTO SAN JUAN CAPISTRANO, CA 92675 (949) 493-1171 (949) 493-10531" wwwsanivancapstrano. org TRANSMITTAL TO: KT Community Relations 23711 Arjay Way Laguna Niguel, CA 92677 DATE: August 9, 2010 y �j 1 mavouw • (III usIII 1961 1776 FROM: Christy Jakl, Deputy City Clerk (949) 443-6310 MEMBERS OF THE CITY COUNCIL SAM ALLEVATO LAURA FREESE THOMAS W. HRIBAR MARK NIELSEN DR. LONDRES USO RE: Personal Services Agreement — Public Relations and Community Outreach for CRA Projects Thank you for maintaining 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) 443-6310. If you have questions concerning the agreement, please contact Cathy Salcedo, Executive Services Manager at (949) 443-6317. An original agreement is enclosed for your records. Cc: Cathy Salcedo, Executive Services Manager San Juan Capistrano: Preserving the Past to Enhance the Future 0 Printed on 100% recycled paper