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10-0715_GLIUCREATIVE_Personal Services AgreementTHIS AGREEMENT is made, entered into, and shall become effective this 15th day of July 2010, by and between the City of San Juan Capistrano (hereinafter referred to as the "City") and Gliucreative (hereinafter referred to as the "Consultant"). RECITALS: WHEREAS, City desires to retain the services of Consultant toprovidegraphic design services for the City's Strategic Business Plan, 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. 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. Tera. This Agreement shall commence on the effective date and shall terminate, and all services required hereunder shall be completed, no later than December 31, 2010. Section 3. Compensation. 3.1 Amount. Total compensation for the services hereunder shall not exceed $8,200. 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 City will pay monthly progress payments based on approved invoices in accordance with this Section. Invoices shall be addressed as provided for in Section 16 below. 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 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. 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 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 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. 2 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. Consultant is a sole practitioner and does not qualify to participate in the E -Verify program. 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 3 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. Consultant is a sole practitioner and is not required or expected to travel to City to perform the services hereunder. City and Consultant will communicate through electronic and telecommunication means. 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 To Consultant: Gliucreative 27981 Via De Costa San Juan Capistrano, CA 92675 Attn: Gina Liu 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. M 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. APPROVED AS TO FORM: F� City 'Attarrie , 'Omar Sandoval CITY OF SAN JUAN CAPISTRANO i By: Joe ait, C4 Manager By. r 61 gliucreative .SOB PROP.OSAL & ESTIMATE 06.29.10 s _ August 2010 E N City of San Juan Capistrano Steve Montano Design 16 pages of Financial Plan & 5 section icons............:......:.....................................................$2970.00 Design and Print Production of 54 additional pages of Financial Plan ............................... $7750.00 Provide one additional round of copy changes, produce J mockups for proofing...... $300.70 (Additional proofs will be pdf file) Prepare booklet for printing and provide printer with 1 mockup ..................................................$475.00 (Costs do not include printing or stock photography.) Estimated Cost: $11,495.00 GliuCreative Discount $3,295.00 Total Estmated Cast: $8200.00 9A9.MS.0k500 _ 2798 i Via ik Ghsh San Juan Gip'sIrario Cal for.nia 926 IS EXHIBIT "A" 32400 PASEO � DELANTO ri 3 MEMBERS OF THE CITY COUN IL SAN JUAN CA.PISTRANO, CA 92675 /i/�,SAM (949 493-1171 LAURAFREE(949) 493-1053 FAx SE To fSi§SL15�4� Thi®MlkC W. HPJBAR ur cM,scanjucancapfstrano.org; 1776 mARK NIELSEN ® ORL LONDREs use TRANSMITTAL. TO: Gliucreative Attn: Gina Liu 27981 Via De Costa San Juan Capistrano, CA 92675 DATE: September 21, 2010 FROM: Christy Jakl, Deputy City Clerk (949) 443-6310 RE: Personal Services Agreement — Graphic Design Services for the City's Strategic Business Plan Enclosed: (1) Personal Services Agreement — Graphic Design Services for the City's Strategic Business Plan If you have questions concerning the agreement, please contact Steve Montano, Assistant Finance Services Director at (949) 487-4317 Cc: Steve Montano, Assistant Finance Services Director San .Juan Capistrano: Preserving the Past to Enhance the Future volt ---inn 1 —"-i.A --