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13-0218_GROVE, JEN_Personal Services Agreement-F ERSONAL SERVICES AGREEME�4 THIS AGREEMENT is made, entered into, and shall become effective this 18th day of February 2013, by and between the City of San Juan Capistrano (hereinafter referred to as the "City") and Jen Grove (hereinafter referred to as the "Consultant"). RECITALS: WHEREAS, City desires to retain the services of Consultant to provide professional economic development consulting services; 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 professional economic development consulting services as set forth in Exhibit "A," attached and incorporated herein by reference. 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 30, 2014. Section 3. Compensation. 3.1 Amount. Total compensation for the services hereunder shall not exceed $25,000 incurred at a rate of $60.00 per hour. 3.2 Method of Payment. Subject to Section 3.1, Consultant shall submit invoices based on total services which have been satisfactorily completed for such period. 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 the City. 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 the City, and shall obtain no rights to any benefits which accrue to Agency's employees. Section 5. Limlfations Upon Subcontracting andYssignment. 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 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 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. Section 9. Compliance with Law 9.1. Compliance with Law. Consultant shall comply with all applicable laws, ordinances, codes 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. U 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 stall 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. Consultant shall indemnify, defend, and hold City, its officials, officers agents and employees harmless from and against any and all actions, claims, damages, expenses and liability which may arise as a result of the gross negligence or willful misconduct of Consultant in performing the Services hereunder, and excepting such claims, actions, or suits which arise as a result of the negligence or willful misconduct of the City, its officers, agents or employees. City shall hold harmless, indemnify, defend and hold Consultant from and against any and all actions, claims, damages, expenses and liability, including costs and attorney's fees, which may arise as a result of City's performance of its duties hereunder, and excepting such claims, actions or suits, which arise as a result of the gross negligence or willful misconduct of the 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. 14.1 Workers' 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. Prior to beginning any work under this Agreemee-lit, 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. City and Consultant 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: Tom Bokosky To Consultant: Jen Grove JGrove Consulting 1110 Luneta Drive Del Mar, CA 92014 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. U 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. 1000✓,Ld CONSULTANT By: Jen Grove, Cp sultant I\nA1TTEST: �h3ria Morris, ity Clerk APPROVED AS TO FORM: Hans Van Ligten, 'ty-Attorney EXHIBIT "A" SCOPE OF SERVICES A. ECONOMIC DEVELOPMENT SCOPE OF SERVICES Consultant agrees to provide professional economic development consulting services to support the City's business development and retention, tourism, community development and public relations. Work in partnership with property owners and the business community to increase private investment in the City; coordinate activities with City departments and outside agencies. Provide advice and support to the City Manager regarding the City Council's Strategic Economic Development priorities, including; • Create an Economic Development strategy that will encourage growth that is compatible with San Juan Capistrano's character and lifestyle. • Target recruiting efforts on businesses that diversify the City's economy to increase sales tax and minimize sales tax leakage. • Implement the Historic Town Center Master Plan to attract, retain and highlight businesses and develop a streetscape plan that is consistent with the Historic Town Center Master Plan. • Work with CalTrans to market remnant parcels from the 1-5/Ortega project to bring new businesses into the City. • Collaborate with the Chamber of Commerce to showcase, promote and retain City business. • Create branding concepts to attract investment, worldwide tourism and regional visitors to the City. • Advise the City Manager on economic development projects and programs. • Serve as liaison to the business community, property owners and developers; host, coordinate, and conduct meetings with corporate executives, developers, property owners, business leaders, brokers, government officials, and dignitaries. • Represent the City Manager on various boards, commissions, and committees, such as the Economic Preservation Committee. B. Additional Compensation and Reimbursement City shall reimburse Consultant all reasonable costs and expenses relating to Consultant's providing Services such as mileage (at the prevailing IRS rate), document duplication, long distance telephone and facsimiles. There will be no additional charges such as expenses for lodging and meals. Consultant shall apportion such expenses among City and Consultant's other customers when deemed appropriate by Consultant. Such costs and expenses shall be based on Consultant's actual cost and shall not include any administrative marl up. Consultant shall maintain complete and detailed records of any such expenses which shall be made available to City upon request. 32400 PASEO AOEL.ANTO SAN JUAN CAPISTRANO. CA 92675 (949) 493.1171 (949) 4931053 FAX ll•Iraauujuancrrt►isir•arrn. ori, TRANSMITTAL TO: Jen Grove JGrove Consulting 1110 Luneta Drive Del Mar, CA 92014 DATE: March 18, 2013 FROM: Christy Jakl, Deputy City Clerk (949) 443-6310 MEMBERS Of THE CITY COUNCIL SAM ALLEVATO ROY L. BYRNES. M.O. WIRY KRAMER DEREK REEVE JOHN TAYLOR RE: Personal Services Agreement — Professional Economic Development Consulting Services Thank you for providing documentation confirming compliance with the terms of the agreement related to insurance. Enclosed is an original Personal Services Agreement for professional economic development consulting services for your records. If you have questions concerning the agreement, please contact Tom Bokosky, Human Resources Manager at (949) 443-6321. Cc: Tom Bokosky, Human Resources Manager Saiz Juan Capistrano: I'reservhkg the I'ast to Enhance the Funwe Q% Prmled on 1 DO% recycled paper Christy JAI From: Christy Jakl Sent: Monday, March 18, 2013 8:10 AM To: Tom Bokosky Subject: Jen Grove PSA Attachments: 2013 Jen Grove PSA.pdf Good Morning, For your records, attached is the fully executed PSA with Jen Grove. Thanks! Christi Jaki, cmc Deputy City Clerk City of San Juan Capistrano 32400 Paseo Adelanto San Juan Capistrano, CA 92675 (949)443-6310 1 (949)493-1053 fax Please share your experience with the City by taking our Survey. IN Christy Jakl From: Tom Bokosky Sent: Monday, March 04, 2013 9:24 AM To: Christy Jakl Subject: RE: Jen Grove PSA I sent it to her but she is out of town so we may not get it until next week. kM Tom Bokosky Human Resources Manager City of San Juan Capistrano 32400 Paseo Adelanto San Juan Capistrano, CA 92675 (949) 443-6321 tbokoskyac sanivancapistrano.org From: Christy Jakl Sent: Monday, March 04, 2013 9:16 AM To: Tom Bokosky Subject: RE: Jen Grove PSA Attached is an update form with CRA removed. Thank you! Christ -i JAI, CMC Deputy City Clerk City of San Juan Capistrano 32400 Paseo Adelanto San Juan Capistrano, CA 92675 (949) 443-6310 1 (949) 493-1053 fax Please share your experience with the City by taking our Survey. From: Tom Bokosky Sent: Monday, March 04, 2013 9:09 AM To: Christy Jakl Subject: RE: Jen Grove PSA I will have her complete the form but should we remove the redevelopment agency from the form? Tom Bokosky Human Resources Manager City of San Juan Capistrano 32400 Paseo Adelanto San Juan Capistrano, CA 92675 (949)443-6321 tbokosky(@sanjuancal2istrano.org From: Christy Jakl Sent: Monday, March 04, 2013 9:02 AM To: Tom Bokosky Subject: Jen Grove PSA Hi Tom, Please have Ms. Grove provide Workers' Compensation coverage or complete the attached WC Declaration form for her PSA. Thank you! C;hrist%? J Mkt, Civic Deputy City Clerk City of San Juan Capistrano 32400 Paseo Adelanto San Juan Capistrano, CA 92675 (949)443-6310 1 (949)493-1053 fax Please share your experience with the City by taking our Survey. R Christy JAI From: Christy Jakl Sent: Monday, March 04, 2013 9:01 AM To: Tom Bokosky Subject: Jen Grove PSA Attachments: Worker's Comp Declaration Form 2013.pdf Hi Tom, Please have Ms. Grove provide Workers' Compensation coverage or complete the attached WC Declaration form for her PSA. Thank you! Christi hakl, cmc Deputy City Clerk City of San Juan Capistrano 32400 Paseo Adelanto San Juan Capistrano, CA 92675 (949)443-6310 1 (949)493-1053 fax Please share your experience with the City by taking our Survey.