13-1111_MUSICAL THEATER UNIVERSITY_Personal Services AgreementPERSONAL SERVICES AGREEMENT
THIS AGREEMENT is made, entered into, and shall become effective this 11th day
of November 2013, by and between the City of San Juan Capistrano (hereinafter referred
to as the "City") and the Musical Theater University -David Green (hereinafter referred to
as the "Consultant").
RECITALS:
WHEREAS, City desires to retain the services of Consultant to produce a musical
performance for the 2013 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 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 continue through
December 7, 2013.
Section 3. Compensation.
3.1 Amount.
Total compensation for the services hereunder shall not exceed $3,500 as
set forth in Exhibit "8," attached and incorporated herein by reference.
3.2 Method of Payment.
Subject to Section 3.1 , Consultant shall submit an invoice based on total
services which have been satisfactorily completed. The City will pay based on approved
invoices in accordance with Exhibit "B."
1
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. Time of Essence.
Time is of the essence in the performance of this Agreement.
Section 8. 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, 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 11. 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 12. 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.
12.1 Workers' Compensation and Employers Liability
Workers' Compensation Insurance in an amount required by the laws of the
State of California and Employers' Liability insurance in the amount of one million dollars
per occurrence ($1 ,000,000).
3
12.2 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, hired, or borrowed
by Consultant. The coverage shall contain no special limitations on the scope of protection
afforded City, its officers, employees, agents, or volunteers.
12.3 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 (1 0) days' notice shall be given if there is a cancellation due to failure to pay a
premium.
12.4 Terms of Compensation.
Consultant shall not receive any compensation until all insurance provisions
have been satisfied.
12.5 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 13. 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 (1 0) 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.
4
Section 14. 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:
To Consultant:
City of San Juan Capistrano
32400 Paseo Adelanto
San Juan Capistrano, CA 92675
Attn: Heidi Ivanoff, Senior Services Coordinador
Musical Theater University
77 La Ronda
Rancho Mirage, CA 92270
Attn: David Green
Section 15. 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 16. 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 17. 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.
5
IN WITNESS WHEREOF, the parties hereto have executed this Agreement.
CONSULTANT
ATTEST:
6
32400 PASEO ADEL.ANTO
SAN JU.AN CAPISTRANO. CA 92675
1949) 493-1171
(949) 493·1 053 FAX
i1 ~~·:: ~·unflldfll ';fj}i ..... rrano o1~0.
TRANSMITTAL
TO:
Musical Theater University
Attn: David Green
77 La Ronda
Rancho Mirage, CA 92270
-~-Le~N'ai¥2-~0. U/5 DATE:veFRber 9, 201 '
FROM: Manny Ruelas, Office Assistant (949) 443-6308
MEMBEHS OF THE CITY COUNCIL
SAM ALLEVA TO
ROY L BYRNES. MD
LARRY KRAMER
DEREK REEVE
JOHN TAYLOR
RE: Personal Services Agreement-Tree Lighting Ceremony Theater Stage Production.
Please provide 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
the agreement. If you have questions related to insurance requirements, please call Christy
Jakl, Deputy City Clerk at (949) 443-6310.
If you have questions concerning the agreement, please contact Cynthia Alexander, Director of
Community Services at (949) 443-6395.
Enclosed is an Original Agreement for your records.
Cc: Cynthia Alexander, Director of Community Services
San Jwm Capistrano· Prcsenfll'c!, the Past to Enhance the Future