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08-0701_KT COMMUNICATIONS_Personal Services AgreementTHIS AGREEMENT is made and entered into this 1 st day of July, 2008, by and between the City of San Juan Capistrano (hereinafter referred to as the "City") and KT Community Relations (hereinafter referred to as "consultant") RECITALS: WHEREAS, City desires to retain the services of Consultant regarding the City's proposal to provide public education and community outreach services related to the City's open space preservation efforts; 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 city shall consist of those tasks as set forth in Exhibit "A," attached and consultant's proposal dated July 1, 2008, and incorporated herein by reference. Section 2. Terra. This Agreement shall commence on the effective date and shall terminate, and all services required hereunder shall be completed, no later than June 30, 2009.. Section 3. Compensation, 3.1 Amount. Total compensation for the scope of services for this project shall not exceed $15,000. Compensation will be based on the hourly rate schedule, plus incidental expenses as set forth in Exhibit "B". 3.2 Method of Payment. Subject to Section 3.1, Consultant shall submit monthly invoices based on total services which have been satisfactorily completed and specifying task and amount of time, plus any incidental costs. I'. 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 6. 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. Changes 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 Agreement setting forth with particularity all terms of the new agreement, including but not limited to any additional Consultant's fees. Section 7. Time of Essence. Time is of the essence in the performance of this Agreement, Section 6. Compliance with Law. Consultant shall comply with all applicable laws, ordinances, codes and regulations of federal, state and local government. Section 9. 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. 2 Section 10, Copies of Work Product. All reports submitted to the City shall be in reproducible format. All services to be rendered hereunder shall be subject to the direction and approval of the City. Section 11. 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 12. Indemnity. Consultant agrees to protect, defend and hold harmless City, its elected and appointed officials 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 damage to property or interference with use of property and for damages arising from the negligence, recklessness, or willful misconduct of Consultant in Consultant's performance of tasks under this agreement. Section 13. 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. 13.9 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. 13.2 Proof of Insurance Requirements/Endorsement. 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. �j 13.3 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. 13.4 Terms of Compensation. Consultant shall not receive any compensation until all insurance provisions have been satisfied. 13,5 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 14. Termination. City 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 15. 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 ,Tuan Capistrano 32400 Paseo Adelanto San Juan Capistrano, CA 92675 Attn: Director of Administrative Services To Consultant: KT Community Relations 23711 Arjay Way Laguna Miguel, CA 92677 Attn: Kelly Tokarski 12 Section 16. Attorneys' Fees. If any action at law or in equity is necessary to enforce or interpret the teras 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 17. 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 16. 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: Omar Sandoval, City Attorn6y CITY OF SAN JUAN CAPISTRANO By Dave Adams, City Manager CONSULTANT BY �.- Kelly Tokarski, KT Community Relations 5 i,. The Consultant shall perform the tasks as set forth herein: Public Relation/Community Outreach Campaigns Participate in the city's public education and outreach sub -committee and full committee for the Open Space and the Historic Preservation Committee. Consultant shall work with the sub -committee and committee on all assigned public information and community outreach campaigns. Consultant shall advise staff and committees on the most appropriate use of available resources and proposed media campaign that will best achieve the City desired results. Consultant shall work with appropriate staff and prepare for review all city media information. Press Releases Consultant shall work with the sub -committee and, when needed, the full committee in the preparation of all media press releases. Releases must be handled in a timely manner to ensure appropriate local paper deadlines are met. Consultant must have ability to develop releases that properly represent the city's position in a factual and concise manner. Graphics or photos accompanying releases may be supplied by the city or provided by the consultant_ Consultant may be requested to prepare releases from existing materials, staff reports, and attendance at meetings or interviews. In all instances, consultant shall be responsible for all materials released to the press to ensure quality and accuracy (based on information provided by staff). All press releases must be near newspaper copy ready as possible to ensure minimum loss of information due to space restrictions and editing. Consultant shall also coordinate with the sub -committee members and staff on media requests for information and provide appropriate response. CommunitylEvenVIVIedia Coordination Consultant will be required to coordinate the media portion of Open Space community events. KT Community Relations agrees to the proposed fee of $15,000 to be billed at a rate of $53.56 per hour. Failings and postage not covered by the city will be charged as an additional cost plus 15 percent. Vehicle mileage at a rate of 0.33/mile will be charged in addition to the maximum fee stated above. Exhibit "B" 32400 PASEO ADELANTO SAN JUAN CAPISTRANO, CA 92675 (949) 433-1171 (949) 493-1053 FAX Wlialb'. ,SLi7ljLf a7TC'(11)1.Straf70.0) g 3 TRANSMITTAL 1111.10 Kelly Tokarski . KT Community Relations 23711 Arjay Way Laguna Niguel, CA 92677 DATE: August 15, 2008 FROM: Maria Morris, Deputy City Clerk (949) 443-6309 MEMBERS OF THE CITY COUNCIL SAM ALLEVATO u THOMAS W. HRIDAR MARK NIELSEN JOE SOTO DR. LONDRES USO RE: Personal Services Agreement — Open Space Preservation Efforts Outreach Services/ First Amendment to Personal Services Agreement — Public relations & Community Liaison Services 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 contact me at (949) 443-6309. If you have questions concerning the agreement, please contact Cindy L. Russell, Assistant City Manager at (949) 443-6301. Two original agreements are enclosed for your records. Cc: Cindy L. Russell, Assistant City Manager Seen Juan Capistrano: Preserving the Fast to Enhance the Future o�g �e�i Hn?ed on 1001% recycled paper