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13-1115_CORNERSTONE COMMUNICATIONS_Personal Services AgreementPERSONAL SERVICES AGREEMENT THIS AGREEMENT is made, entered into, and shall become effective this 15th day of November, 2013, by and between the City of San Juan Capistrano (hereinafter referred to as the "City") and Cornerstone Communications (hereinafter referred to as the "Consultant"). RECITALS: WHEREAS, City desires to retain the services of Consultant regarding the City's proposal to provide media relations and strategic communications 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 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 effective date and shall terminate, and all services required hereunder shall be completed, no later than December 15, 2013. Section 3. Compensation. 3.1 Amount. Total compensation for the services hereunder shall not exceed $11,500 including expenses as set forth in Exhibit A attached and incorporated herein by reference. 3.2 Method of Payment. Subject to Section 3.1, Consultant shall submit a final statement invoice based on total services which have been satisfactorily completed for such period. The City will pay a monthly progress payment based on approved invoices in accordance with this Section. 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. Limitations Upon Subcontracting and Assignment. 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. 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. 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 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 Insurers in good standing with the State of California and having a minimum Best's Guide Rating of A- Class VII 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 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. 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 Agency, the insurance specified below with insurers and under forms of insurance satisfactory in all respects to the Agency. 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 Insurers in good standing with the State of California and having a minimum Best's Guide Rating of A- Class VII or better. 14.1 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. 14.2 Proof of Insurance Requirements 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. 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. 14.5 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. 14.6 Terms of Compensation. Consultant shall not receive any compensation until all insurance provisions have been satisfied. 14.7 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. i•7 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: City Manager Office To Consultant: Cornerstone Communications Attn: John Christensen One Wrigley Irvine, CA 92618 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. 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. [SIGNATURE PAGE FOLLOWS] IN WITNESS WHEREOF, the parties hereto have executed this Agreement. AP R V D AS TO FORM: 71 Ha 6 s Van 'gter ,Z -Cy Atorney CITY OF SAN JUAN CAPISTRANO By: (?. a��" Karen P. Brost, City Manage RN is CORNERSTONE C C V M 0 N I C A I I C V& November 15, 2013 Karen P. Brust City Manager City of San Juan Capistrano 32400 Paseo Adelanto San Juan Capistrano, CA 92675 Dear Ms. Brust: This letter is to set forth the terms on which Cornerstone Communications ("Cornerstone Communications"), will provide media relations and strategic communications services for the City of San Juan Capistrano's water forum on Tuesday, December 10, 2013. Our service fee is not to exceed $11,500.00, paid by the 15th day of January, 2014, with Cornerstone Communications devoting 95 hours to this project. This agreement shall commence on November 15, 2013 and terminate on December 15, 2013. Either party may terminate this agreement at any time upon ten (10) days written notice. For the compensation described above, Cornerstone Communications agrees to provide the City of San Juan Capistrano with the following scope of work: • Strategic Planning — design a forum that engages residents and offers information in a way that is pertinent and easy to understand. • Collateral Materials — draft educational materials that will be distributed at the community forum. • Media Relations — work with local reporters to publicize the community forum and brief them on the number of complex issues facing the City. In addition to the project fee referenced above, the City of San Juan Capistrano will also pay reasonable and customary expenses incurred by Cornerstone Communications. For the purpose of this agreement, expenses shall include all reasonable expenditures for messengers, travel, mail postage, freight and delivery cost, duplication and printing costs. Any expense over $500 will not be incurred by Cornerstone Communications without the City of San Juan Capistrano's prior approval. In addition, potential website development, advertising, and photography costs will be agreed upon by both parties before those tactics are executed. EXHIBIT A Cornerstone Communications will provide a final statement for services rendered under this agreement. Payment is due upon receipt of the statement. If, after 30 days, the payment is not received, a 5% penalty will be added to the invoice. Cornerstone Communications reserves the right to decline to continue to provide services to clients who do not pay within these guidelines without making mutually acceptable arrangements for delayed payments. By signing this engagement agreement, the City of San Juan Capistrano confirms its understanding of, and agreement with, the foregoing. If at any time a potential conflict arises with Cornerstone Communications other clients, Cornerstone Communications will notify the City of San Juan Capistrano of the potential conflict. The City of San Juan Capistrano and Cornerstone Communications will discuss appropriate measures to take to address the potential conflict. Neither party shall have any liability to the other for any lost profits or special, incidental, indirect or consequential damages, even if advised of the possibility of such damages. In addition, Cornerstone Communications shall not be liable for any liabilities, costs, and expenses incurred or suffered by reason of, or in any way relating to, this engagement other than as judicially determined to be caused by Cornerstone Communications own bad faith, willful misconduct or negligence. This agreement may be amended only by an instrument executed by the signed parties. Please acknowledge your understanding and agreement regarding the terms of our engagement as described in this letter, by signing in the space provided below and returning it to me at Cornerstone Communications, P.O. Box 10246, Newport Beach, CA, 92658. Sincerely, John Christensen Cornerstone Communications Agreed and accepted this _ day of 2013. City of San Juan Capistrano Karen P. B st City of San Juan Capistrano Agreed and accepted this_ day of , 2013.