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16-0419_AMES & ASSOCIATES_Personal Services AgreementPERSONAL SERVICES AGREEMENT THIS AGREEMENT is made, entered into , a nd shall become effective this f}f!l day of April, 2016, by and between the City of San Juan Capistrano (hereinafter referred to as the "City") and Ames & Assoc iates (hereinafter referred to as the "Consultant"). RECITALS : WHEREAS, City desires to retain the services of Consu ltant to provide community engagement services in connection with City 's transition from at-large city council elections to by-d istrict city council elections ; and WHEREAS, Consultant is qualified by virtue of experience , training, education and expert ise to accomplish such services. NOW, THEREFORE , City and Cons ulta nt mutually agree as follows : Section 1. Scope of Work. The scope of work to be performed by th e Consultant shall consist of those tasks as set forth in Exhib it "A," attached he reto and incorporated herein by re f erence. To the extent that there are any conflicts between the provisions described in Exhibit "A" and those p rovisions contained w ithin this Agreement, the provisions in this Agreement shall control. Section 2 . Term . This Agreement sha ll commence on the effective date and shall te rminate, and all services required hereunder shall be completed , no late r t han July 31 , 20 16 , un less extended by mutual consent of the parties . Section 3. Compensation. 3.1 Amount. Compensation for the servi c es hereunder shall be E ighteen T housand One Hundred Fifty Dollars ($18, 150), as more particularly set forth in Exhibit A. In no event shall the compensation for services rendered pu rsuant to this Agreement, includ ing reimbursab le expenses , exceed Twenty Thousand Doll ars ($20 ,000). 1 61147.0300612 47!4570.1 3.2 Method of Payment. Subject to Section 3.1, Consultant shall submit monthly invoices based on total services which have been satisfactorily completed for such monthly period. The City will pay monthly progress payments 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. Time of Essence. Time is of the essence in the performance of this Agreement. II II 61147.03006\24714570.1 2 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. Section 10. 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 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. 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 sole negligence, recklessness and/or wrongful conduct of the City, or any of its elective or appointive boards, officers, agents, or employees. II II II 3 61147.03006\24714570.1 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 13. 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. 13.1 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. 13.2 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, Workers' Compensation Employer's Liability Insurance in the statutory amount as required by state law. 13.3 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 insured 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. 4 61147.03006\24714570.1 13.4 Errors and Omissions Coverage [FOR PROFESSIONS/WORK EXCLUDED FROM GENERAL LIABILITY] 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: 13.5 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 (1 0) days' notice shall be given if there is a cancellation due to failure to pay a premium. 13.6 Terms of Compensation. Consultant shall not receive any compensation until all insurance provisions have been satisfied. 13.7 Notice to Proceed. Consultant shall not proceed with any work under this Agreement until the City has issued a written 11 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 seven (7) 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. 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: II II II II 61147.0.3006\24714570.1 5 To City: To Consultant: City of San Juan Capistrano 32400 Paseo Adelanto San Juan Capistrano, CA 92675 Attn: Ayako Rauterkus Ames & Associates 17842 Arbor Irvine, CA 92612 Attn: Joseph D. Ames Section 16. 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 17. Governing Law. This Agreement shall be governed by the laws of the State of California. Venue shall be in Orange County. Section 18. 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. Section 19. Counterparts and Facsimile signatures. This Agreement may be executed by the Parties in counterparts, which counterparts shall be construed together and have the same effect as if all the Parties had executed the same instrument. Counterpart signatures may be transmitted by facsimile, email, or other electronic means and have the same force and effect as if they were original signatures. [SIGNATURE PAGE FOLLOWS] 6 61 147.03006\24714570. I IN WITNESS WHEREOF, the parties hereto have executed this Agreement for Community Engagement Services. APPROVED AS TO FORM: 61147 .03006\24714570.1 CITY OF SAN JUAN CAPISTRANO CONSULTANT By: ---------------· Joseph D. Ames 7 IN WITNESS WHEREOF, the parties hereto have executed this Agreement for Demographic Services. CITY OF SAN JUAN CAPISTRANO By: ________________________ __ Ben Siegel, City Manager CONSULTANT By:~ A= ~D. Ames ATTEST: Maria Morris, City Clerk APPROVED AS TO FORM: City Attorney 7 61147.03006\24714570.1 CHANGE FACiliTATE COMMUNICATE Community Outreach Proposal for City of San Juan Capistrano's Districting Process April 7, 2016 Ames & Associates is pleased to present our proposal to inform and involve community members in the City of San Juan Capistrano's district boundary-drawing process. BENEFITS OF COMMUNITY OUTREACH Involving disparate groups in a community conversation requires they must first be Aware of the issue (inform) and Understand the impact of the final decision (educate) before they can be moved to take part in the process Buy-in (engagement). In early 2016, Ames & Associates successfully completed a project to provide community outreach to the residents of Anaheim. During the outreach campaign for Anaheim 's districting process, meeting attendance increased from 25 to 150 participants. If residents are not informed by the City, gossip will take over, spreading inaccurate stories that make it very difficult to approach the issue in a calm, logical manner. Our community outreach program believes in the value of "good gossip" that spreads in a grassroots manner and delivers useful information . 3. Acceptance & Buy-in 1 . Awareness 2. Understanding Change Communicat ion Continuum Consistent , customized well-planned messaging to targeted stakeholders. The key to getting community members to attend meetings is to answer this question: "What does this mean to me?" Three clear and impartial reasons, clearly communicated, will help residents see the value of making their voices heard. (Fewer reasons than three are not impactful. More than three reasons will not be internalized and remembered.) PROPOSAL CHANGE FACILITATE COMMUNICATE Ames & Associates will use a variety of vehicles , in the language that is most impactful for the target audience. Considering San Juan Capistrano's demographics , we recommend printed information be translated into Spanish. NOTE: Translation fees are not included in the fee schedule below. We will provide and pass through translation costs if requested . ACTIONS FEES Planning meetings $200 per 1- hour meeting (estimate 4 hours) Timeline: Develop a schedule that includes delivery, approval and $250 implementation Theme: Develop a unifying theme for communications $250 E-postcard Banner: Develop a graphic (English & Spanish) that uses the $400 theme and can be printed, posted or emailed to target audiences Key Messages: In order to tie communications together and ensure the $1000 City's desired messages are used, we will develop very brief Key Messages about the districting and why community voices need to be heard. Elevator Speech: We will develop a 15-30 second elevator speech , briefly $250 explaining the process, so all participants will speak with the same voice and avoid unintentionally confusing those who are learning about the background and next steps. Fast Facts I One-page flyer: Flyer (English on one side & Spanish on the $2,750 other) that can be printed and posted online: Messaging -How we got here; What happens now; What this means to you; How you can participate; etc. Frequently Asked Questions (FAQ): Document (English on one side & $500 Spanish on the other) that can be printed & posted online Press releases (informational): Develop press release prior to each $400 per meeting and after the final meeting ; Post online; Pitch to targeted release publications (estimate 8 releases) CHANGE FACILITATE COMMUNICATE ACTIONS Copy fore-postcards (7 cards -1 per meeting plus final wrap-up): This is typically the most valuable communication, since it can be distributed to organizations and redistributed among community leaders and residents. It shows up on computers and phones, providing a grass-roots communication and finds people where they are . Messages (English & Spanish) change per meeting , but emphasize the importance of each individual's involvement, as well as meeting locations I dates I times e-NEWS ITEMS: Brief items (200-250 words) to remind the community of the meeting and create a record of outreach Advertising: While ads are the least impactful, this form of outreach rounds out the many ways people receive information. Ads are both printed and online and would emphasize the time and location of the meetings. Ames & Associates would interface with the publication and pass the publication 's advertising cost through to the City. Attend community meetings or view online: Ames & Associates believes it is vital to experience the community meetings and talk with participants personally -so we can tailor communications to fit the conversation. We would attend at least half of the meetings in person and view the rest online. Produce Final Outreach Report & Provide Samples: This is valuable for the City's record ESTIMATED TOTAL CASE STUDY CASE STUDY: DISTRICTING FEES $450 per e- card (estimate 8 e-cards) $200 per item (estimate 8 items) $150 per ad (estimate 8 ads) $250 per meeting (estimate 7 meetings) $600 $18,150 City of Anaheim's Community Outreach -Strategy & Tactics PURPOSE The City of Anaheim needed to concisely explain the process for establishing six City Council voting districts to its various communities. The goal was to engage community members to attend meetings, provide input, submit maps and -eventually-coalesce around a single map submission. A clear, neutral approach I multiple languages was critical. ACTION CHANGE FACILITATE COMMUNICATE • Developed a strategy to encourage attendance and constructive participation in the districting process , while honoring the City's need to remain neutral as to the proposed outcome o Messaging was developed in English, Spanish , Tagalog & Vietnamese • Developed a tagline for the community meetings (Shape Anaheim 's Future I Draw Your City Council Districts), and altered it for the public hearings (Shape Anaheim's Future I Six City Council Districts) • Developed graphics and brief, consistent messaging • Developed scripts and a very successful video campaign , including public service announcements • Contacted constituents on a grass-roots level , using a series of e-postcards • Developed print collateral, including flyers, newsletter items and magazine articles • Wrote press releases and worked with the City to contact the media • Provided copy to update Anaheim 's districting website, including front-page copy , Frequently Asked Questions (FAQs) and history • When, later in the process, a City Council meeting was shut down by protests, we developed messages which successfully encouraged meeting decorum and constructive feedback RESULT When the community meetings began, a disappointing 25 people attended , with even fewer participating. As they progressed, meetings grew to more than 150 attendees , with an unprecedented number of maps-more than 30-submitted. Ames & Associates developed messaging that supported and simplified the demographer's information - emphasizing how to work with the demographer to better understand the map submission process and to meet with him before or after meetings. In the end, the community became energized , worked together to support a single map and behaved in a respectful and productive manner. REFERENCES Linda Andal, CMC , City Clerk , City of Anaheim landal@anaheim .net 714.765.5166 http:llwww.anaheim.neU Linda Christopher, Executive Director, OC STEM lchristopher@ocstem.org 916.759.9041 www.ocstem .org EXPERIENCE Ames & Associates has significant experience in community outreach/public education. For example, Ames & Associates recently completed a community education/communications project for OC STEM, a nonprofit supported by the Broadcom Foundation and the Orange County Department of Education. We developed digital toolkits to help three sectors of the community discuss an educational initiative. The toolkits are in English and Spanish and include more than 30 video interviews in English, Spanish, Vietnamese and Korean . Ames & Associates has worked with local governments in Santa Ana and Costa Mesa on various projects, as well as with the City of San Diego Workforce Investment Board. Joe is the founder of a 1 0-year-old education nonprofit, Latino Educational Attainment, that assists Spanish-speaking parents to navigate the school system and provides them with tools to help their children succeed. Joe started Ames & Associates 10 years ago . Prior to that, he was a senior editor with the Orange County Register and was part of a team that won a Pulitzer Prize while at the Miami Herald. Joe worked with a team that helped move Adult Education from the Maryland Department of Education to the Maryland Department of Labor. After the state legislature approved the change, Joe and his team members worked to bring together a disparate group to implement the change, including department heads, community college presidents and prison wardens. The change was considered successful. Linda directed internal communications for Fluor, a global Fortune 500 engineering and construction company, when it was based in Al iso Viejo. Linda also managed global communication for a software implementation at Fluor, setting up communications teams in offices located around the world. For a Samsung construction entity based in Long Beach, she handled advertising, community relations, media relations and corporate communications, working closely with her counterparts in Seoul, South Korea. Linda is currently working with clients, including conducting a marketing campaign for a national training nonprofit group, Institute of Cultural Affairs in the U .S.A. Technology of Participation {ToP).