11-0114_ROCKCREST SEVEN VIDEO PRODUCTIONS_Personal Services AgreementTHIS AGREEMENT is made, entered into, and shall become effective this 14th day
of January, 2011, by and between the San Juan Capistrano (hereinafter referred to as
the "City") and Rockcrest Seven Video Productions (hereinafter referred to as the
"Consultant").
RECITALS:
WHEREAS, City desires to retain the services of Consultant regarding the City's
proposal to create a State of the City Address video production; 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:
The scope of work to be performed by'Y 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.
This Agreement shall commence on the effective date and shall terminate, and all
services required hereunder shall be completed, no later than February 24, 2011.
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Total compensation for the services hereunder shall not exceed $4,800.00 as set
forth in Exhibit "A," attached and incorporated herein by reference.
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Subject to Section 3.1, Consultant shall submit invoices based on total services
which have been satisfactorily completed for such period.
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 the City. Invoices shall be addressed as provided for in Section 16
below,
It is agreed that Consultant shall act and be an independent contractor and not an
agent or employee of the City, and shall obtain no rights to any benefits which accrue to
Agency's employees.
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The experience, knowledge, capability and reputation of Consultant, its principals
and employees were a substantial inducement for the 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 the City
fr�r the acts and omissions -of, its subcontractor asI J1-1.1.s-1 for _ r)e.rs.olnIls.1.10-irectli.y-_e1rnp.11,o1yed.
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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,
. 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.
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.
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Time is of the essence in the performance of this Agreement.
Section 9. Compliance with Law; E-Verifli.
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Consultant shall comply with all applicable laws, ordinances, codes and regulations
of federal, state and local government.
If Consultant is not already enrolled in the U.S. Department of Homeland Security's
1= -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. iring_.a..new_employee.._to.-perform. work .__under_.this..Agre.ernent.__.. ..
Information pertaining to the E -Verify program can be found at h�ifwww.uscis��r, or
access the registration page at https. e-ygLif a c;i�/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.
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.
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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.
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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,
iWudrpg_ nterfere ce with use of property, arising_out of, -or in -any way conn—ected with the
negligence, recklessness and/or intentional Wrongful conduct of Consultant, Consultant's
agents, officers, employees, subcontractors, or independent contractors hired by
Consultant to 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.
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 4L 1'1e
subcontractor. insurance required herein shall be provided by Insurers in good standing
with the ;tate of California and having a minimum Best's Guide Rating of A- Class VII or
better.
Throughout the term of this Agreement, Consultant shall maintain in full force
and effect Comprehensive Automobile Liability coverage, including owned, hired and non-
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owned vehicles in an amount not less than three hundred thousand dollars per occurrence
($300,000.00).
114.2 Workees Compensation,
if Consultant intends to employ employees to perform services under this
Agreement, Consultant shall obtain and maintain, during the term of this Agreement,
Workers Compensation Employer's Liability insurance in the statutory amount. as required
by state law.
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Prior to beg -inning 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.
Consultant shall not receive any compensation until all insurance provisions
have been satisfied,
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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.
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
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32400 Paseo Adelanto
San Juan Capistrano, CA 92675
Attn-. Cathy Salcedo
To Consultant: Dot Leach
24 Lawnridge
Dove Canyon, CA 92679
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.
In the event of a dispute arising between the parties regarding performance or
J.ht6l r I p 11 re .. t . a .. tion''6f this'Agreement, the dispute shall be resolved by binding -arbitration tinder'
the auspices of the Judicial. Arbitration and Mediation Service ("JAMS").
Section 19. Entire_A_qreg_Ment,
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.
ATTEST:
Maria Morris, City
APPROVEb AS TO FORM:
A,
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CITY OF SAN JUAN CAPISTRANO
By:
Jo aft, ity Manager
CONSULTANT
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Project: 000-SJC Mayor's State of the City (2011)
Rockcrest Seven Video Productions ("RSVP") will direct and produce a film for the
2011 San Juan Capistrano Mayor's State of the City presentaton.
The script will be written by Kelly Torkorski with information provided by Mayor Sam
Allevato, the City of San Juan Capistrano's staff, and other experts familiar with the
state of the city.
RSVP will provide pre -production including additional writing, story -boarding,
determining shoot locations and set ups, as well as purchase of tapes, duds and rental
of video equipment.
Production -wilt -commence -the aweek cif -January, -1 -7th - subject -to -the Mayor --schedule;........ .... ...... .
the scheduling of interviewees and weather conditions. RSVP will shoot "B -roll" footage
throughout the production period.
Post -Production will begin on or around February 7th, with capturing, logging of all
footage and then editing to fit the story board. The final production will be ready
approximately 3 days before the premier event on February 24, so that any audio/visual
corrections or enhancements can be made once a "dress rehersal" has been
completed.
Following the presentation, DVD's will be provided to the City for airing on it's website.
One will be provided to Cox Communications for presentation On -Demand. One copy
will also be provided to the Mayor at no additional cost. Additional DVD copies will be
available at a cost of $5.00 each.
The cost for this project is $4,800 with the understanding that should the Mayor or the
City want or need more footage, editing or copies of the final product, additional costs
will be charged at a mutually agreed upon rate.
32400 PASEO ADELANTO
SAN JUAN CAPFSTRANO, CA 92675
(959) 493-1171
(949) 493.1053 FAX
www. sanjuanca.pastrano. org
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TO:
Dot Leach
24 Lawnridge
Dove Canyon, CA 92679
DATE: January 25, 2011
FROM........ Clirisfy''akC, Deputy City Clerk (949)443-'3.1.0. ..
MEMBERS OF THE CITY COUNCIL
SAM ALLEVATO
LAURAFREESE
LARRY KRAMER
DEREK REEVE
JOHN TAYLOR
RE: Personal Services Agreement -- State of the City address Video Production
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) 443-6310.
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 Dnhance the Future
0 Printed on 100% recycled paper