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13-1111_MUSICAL THEATER_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. I 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 (1 0) 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 By: __ ~~~~~~~~-------­ een, Mu ical Theater University ATTEST: AS TO FORM: 6 Exhibit A City of San Juan Capistrano Scope of Services Consultant shall provide the City with a 60 minute Holiday musical production at the City of San Juan Capistrano, December 7, 2013, Holiday Tree Lighting Festival. The production includes music and dance and working with performers outside of the Musical Theater University. Consultant shall provide the finalized musical list to the City, no later than one week prior to the.event (November 29, 2013). 7 Exhibit B Compensation Consultant will charge a $3,500 fee for the agreed upon Scope of Services. Consultant shall be paid upon the day of the event (December 7, 2013); provided that the Consultant has provided the City the following documents: ...t '• • Executed Personal Services Agreement • W-9 Form • Evidence of required insurance • An invoice that has been submitted at least 60 days prior to the event 8 32400 PASEO ADELANTO SAN JUAN CAPISTRANO, CA 92675 (949) 493-1 171 (949) 493·1 053 FAX www. sanj uancapistrano. org TRANSMITTAL TO: Musical Theater University Attn: David Green 77 La Ronda Rancho. Mirage, CA 92270 ~IY'-tO f_.o/} DATE: 0 vember 6, ~e-=1 g t FROM: Manny Ruelas, Office Assistant (949) 443-6308 MEMBERS OF THE CITY COUNCIL SAM ALLEVA TO ROY L. BYRNES, M.D. 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 Juan Capistrano: Preserving the Past to Enhance the Future " \.J Printed on 100% re cycled paper CITY OF SAN JUAN CAPISTRANO DOCUMENT TRANSMITTAL FORM This form is for the Date: 10/29/2013 City Council, SJCHA or SACRA Meeting Date (if applicable): __ _ Brief description of document and/or services provided: Personal For the Coordination of a Holiday Stage Production for the 2013 Tree Lighting Submitting Department: Community Services Please sign each original of the attached document, where indicated and · (Please note the procurement limitations below). When the document is fully copy to the submitting department and to the Financial Services original to the contractor/consultant. Step 1 [I] Purchasing-For Procurement Contracts/Agreements (if CJ $3 ,000 or less-(Depa rtm ent Head 's Authority-No Purchase Order Required-STOP-further rowing not necessm y) ITJ $3,001 -$10 ,000 -(Department Head 's A utlwriM c:J $10,001-$45 ,000-(City Manager 'sAuthority) D $45,001 or over-(City Cou ncil Approval Required*) *Date of Co uncil Approval: or Resolution. No.: ____ _ 0 Public Contracts $45,000 or less -(City Manager's A uth ority Required) D Public Contracts over $45 ,000-(City Council's Authority Required*) *Date of Council Approval : _____ or Resolution. No.: Step 2 [I] Department Head Approved CJ Not Approved CJ Not Applicable Director's Initials/Date Step 3 [I] City Attorney r:=J Approved 0 Not Approved D Not Applicable City Attorney's Initials/Date Step 4 D Finance D Funding Available D No Funding Available DBudget Amendment Required Notes:---------- Finance Initials /Date _____ _ Step 5 0 City Manager 0Approved 0Denied City Manager's Initial 's/Date: ____ _ Step 6 [I] Insurance Requirements (if applicable) *Mark the requirements included in the attached document. D Commercial/General Liability 00 Auto Liability D Professional/Errors and Omissions D Public Works Contracts -Labor/Material & Performance Bonds Step 7 t:lCity Clerk (For Final Routing) D Additional Insured Endorsement D Worker's Compensation D Not Applicable D Approval Process Completed-Copy of Contract Transmittal Form with documents forwarded to FS Department or ~o the originating department as appropriate. 1!2::J Denied -et~med to submitting department. Please provide the following and return to the City Clerk's Office: Page 1 of2 1. Contractor/Consultant Name: Musical Theater University-David Green 2 . Business License*: DYes lj] No License Number: ----'Date ofExpiration ____ _ *If work is performed in the City, a Business License is required. 3 . Contract Amount:$ 3,500.00 -------- 4. Budget Account Niunber: 01-72500-62508-00000-649 5. City Services and Facilities to be provided (If Applicable): Production of a stage show for the 2013 Tree Lighting Celebration by the Musical Theater University 6. Is this a standard City contract? lj] Yes D No If no, explain: 7. Are two original contracts submitted? lj] Yes D No If no, explain: 8 . Contract Date: 12107113 ---------Expiration Date: _1_21_0_71_1_3 ___ _ 9 . Insurance Certificate (if applicable) attached: DYes lj] No If no, explain: This is a foundation with no employees -no insurance is required 10. Purchase (if applicable) Requisition attached: lj] Yes D No If no, explain: 11 . Bid Recap (if applicable) attached: DYes lj] No If no, explain: This is a sole service provider which did not require bidding. 12. W-9 Form (if applicable) attached: lj] Yes D No If no, explain: 13 . New Vendor Application Form (if applicable) attached: DYes lj] No If no, explain: Not needed . 14 . Does this document need to be recorded? lj] Yes D No If Yes, please provide only one original copy. The Financial Services Department will issue a Purchase Order (PO) to the submitting department, once all of the information on this Contract Transmittal Form has been received by finance through the City Clerk's Office . Page 2 of2