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11-0924_CALIFORNIA CONSERVATORY OF THE ARTS_Personal Services AgreementPERSONAL SERVICES AGREEMENT THIS AGREEMENT is made, entered into, and shall become effective this 24 day of September, 2011, by and between the City of San Juan Capistrano (hereinafter referred to as the "City") and California Conservatory of the Arts (hereinafter referred to as the "Consultant"). RECITALS: WHEREAS, City desires to retain the services of Consultant regarding the City's proposal to Tree Lighting Ceremony; 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 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 December 3, 2011 and shall terminate, and all services required hereunder shall be completed, no later than December 3, 2011. Section 3. Compensation. 3.1 Amount. Total compensation for the services hereunder shall not exceed $3,500, [as set forth in Exhibit "B" 3.2 Method of Payment. Subject to Section 3.1, Consultant small submit an invoice based on total services which have been satisfactorily completed for such period. The City will pay the payment based on approved invoice in accordance with this Section. 3.3 Records of Expenses. 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 Assignmen . 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. 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 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, costes and regulations 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. 2 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 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. 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 Vll 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 3 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, Fired, or borrowed by Consultant. The coverage shall contain no special limitations on the scope of protection afforded City, its officers, employees, agents, or volunteers. 14.5 Errors and Omissions Coverage Throughout the term of this Agreement, Consultant shall maintain Errors and Omissions Coverage (professional liability coverage) in an amount of not less than One Million Dollars ($1,000,000). Prior to beginning any work under this Agreement, Consultant shall submit an insurance certificate to the City's General Counsel for certification that the insurance requirements of this Agreement have been satisfied. 14.6 Notice of Cance Ilation/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. 0 94.7 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: Cynthia Alexander, Community Services Manager To Consultant: David Green — Musical Theater University 4500 Campus # 132 Newport Beach, CA 92660 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. 7 In the event .of a dispute arising between the parties regarding performance of interpretation of this Agreement, the dispute shall be resolved by binding arbitration under the auspices of the Judicial Atbitration and Mediation Service ("JAMS"), So tion 19. Entree reemenf, 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) IN WITNESS WHEREOF, the parties hereto have executed this Agreement. CONSULTANT ....... ...... .A 74 City Attorney 11/3012011 15:34 760--779-0321 FEDEX OFFICE 3101 PAGE 02 Scope of Work Theatrical Mage Production — Tree Lighting Ceremony . David Green, Musical Theater University (Contractor) agrees to provide the following services for the City's Tree Lighting Ceremony on December 3, 2011 1. The Contractor is to complete and return all contracts, W-9 forms, Workman's Compensation forms and Certificate of Liability Insurance to the City prior to the event. 2. Contractor shall provide and invoice the city for compensation 3. Contractor shall provide the City with a 6Q minute Holiday musical production which includes songs and dance numbem Provisions for this production include working with additional performers outside the Musical "theater University. Contractor will provide a finalized song list to the event organizer at least one week prior to the event. 4. Contractor must arrive on time the day of the event, have setup and sound checks complete as well as allowing arnple time for a pre -performance rehearsal. 5. It is the responsibility of the contractor to provide additional staging if required, Contractor will provide event organizer with any change in stage dimensions. 6, If setup is necessary in advance of the event, contractor must make arrangements to establish the day and time frame of pre -show set up. 7. Contractor understands that under No circumstances is staking in to the park grounds permitted. 8. Any vehicle driven on to the park grounds by contractor or its employees and volunteers must stay within the unrestricted area and is permitted for the unloading of equipment only, Vehicles must be moved to permanent of site parking after unloading equipment and supplies. 9. Contractor and performers are prohibited from using drugs or alcohol before, during or ,at the conclusion of the event. Signed: date: Print Name: Title. i�i�C�`i1 C(� 1 � �- Attachment "B" MUSICAL THE TRE &T F@) iKV&1R19 ITRIMIMP Invoice Date: December 3, 2011 TREE LIGHTING PRODUCTION 2011 (Fully staged and costumed production) $3,500. 02660 r14-342-5381 Total Due This Invoice: $3,500. tLEASE MAIL PAYMENT TO: MTU 77 LA. RONDA RANCHO MIRAGE, CA 92270 David W. Green Founder/President TO 493-1053 www.sanjuancapistrano.org R TRANSMITTAL TO: am Id = � €n€asraaAr[ rna�usr+ro � l961 1776 David Green — Musical Theater University 4500 Campus #132 Newport Beach, CA 92660 DATE: December 22, 2011 E FROM: Christy Jakl, Deputy City Clerk (949) 443-6310 RE: Personal Services Agreement —Tree Lighting Ceremony Enclosed: (1) Original, Personal Services Agreement — Tree Lighting Ceremony MEMBERS OF THE CITY COUNCIL SADA ALLEVATO LAURA FREESE LARRY KRAMER DEREK REEVE JOHN TAYLOR If you have questions concerning the agreement, please contact Heidi lvanoff, Senior Services Coordinator at (949) 443-6391. Cc: Heidi fvanofF, Senior Services Coordinator San Tuan Capistrano Preserving the Past to Enhance the Future Printed on 100% recycled paper Christy JAI From: Kristen Lewis Sent: Tuesday, December 27, 2011 10:29 AM To: Heidi Ivanoff Cc: Christy Jakl Subject: PSA - California Conservatory of the Arts - Tree Lighting Attachments: PSA - CA Conservatory of the Arts - Tree Lighting.pdf Good morning Please find attached the executed PSA with California Conservatory of the Arts for the Tree Lighting Ceremony. Thank you, Kristen Lewis Administrative Specialist City of San Juan Capistrano (949) 443-6308 1 (949) 493.1053 fax