03-1016_RISK MANAGEMENT PROFESSIONAL INC._Personal Services AgreementPERSONAL SERVICES AGREEMENT
THIS AGREEMENT is made and entered into this 1(P day of = �
2003, by and between the City of San Juan Capistrano (hereinafter
referred to as the "City") and Risk Managemen Professionals Inc., (hereinafter referred
to as "Consultant").
RECITA S:
WHEREAS, City desires to retain the
Tier II Water Facilities Vulnerability Assessn
WHEREAS, Consultant is qualified by
and expertise to accomplish such services.
NOW, THEREFORE, City and
Section 1. Scope of Work.
The scope of work to be performed by
set forth in Exhibit 'A" attached and incorpon
Consultant warrants that all of its se
professional and satisfactory manner and in
its profession.
Section 2. Tenn.
This Agreement shall commence on
services required hereunder shall be comple
Section 3. Compensation.
3.1 Amount.
Total compensation for the scope of
" attached and incorporated herein
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and
of Consultant regarding the City's
of experience, training, education
mutually agree as follows:
sultant shall consist of those tasks as
herein by reference.
shall be performed in a competent,
ance with the prevalent standards of
effective date of this Agreement and
by no later than February 36. 2004.00
2-'�' ZLSYo3
vices for this Project shall not exceed
v Dollars ($14,720.00), as set forth in
reference.
3.2 Rate Schedule.
B ��tva
The services shall be billed to the City at the hourly rate set forth in Exhibit
attached and incorporated herein by reference. Included within the compensation are
all the Consultant's ordinary office and overhead expenses incurred by it, its agents and
employees, including meetings with the City representatives and incidental costs to
perform the stipulated services. Submittals shall be in accordance with Consultant's
proposal.
3.3 Method of Payment.
Consultant shall submit monthly invoices based on total services, which have
been satisfactorily completed and specifying percentage of projected completion for
approval by the City. The City will pay montht progress payments based on approved
invoices in accordance with this Section.
For extra work not part of this Agrei
required prior to Consultant undertaking any
3.4 Records of Expenses.
Consultant shall keep complete and
incidental to services covered by this Agree
at reasonable times to City.
Section 4. Independent Contractor.
It is agreed that Consultant shall act ar
an agent or employee of City, and shall obtain
City's employees.
Section 5.
The experience, knowledge, capability ai
and employees were a substantial inducemer
Consultant shall not contract with any other
without written approval of the City. This Agree
by operation of law, without the prior written
permitted to subcontract any part of this Ac
responsible to City for the acts and omissions
directly employed. Nothing contained in this
relationships between any subcontractor and C
be considered employees of Consultant. City
payments to Consultant.
2
, a written authorization from City is
work.
ite records of all costs and expenses
These records will be made available
be an independent contractor and not
rights to any benefits which accrue to
d reputation of Consultant, its principals
: for City to enter into this Agreement.
:ntity to perform the services required
nent may not be assigned, voluntarily or
approval of the City. If Consultant is
reement by City, Consultant shall be
of its subcontractor as it is for persons
\greement shall create any contractual
ty. All persons engaged in the work will
will deal directly with and will make all
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Section 6. Chanties to Scope of Wo
In the event of a change in theScop of Work provided for in the contract
documents as requested by the City, the Parti s 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.
By executing this Agreement, Consul
the work to be performed; (2) it has inve
including the location of all utilities, and is
understands the facilities, difficulties and res
Should Consultant discover any latent or un
those inherent in the work or as represented
this and shall not proceed with further %
instructions are received from the City.
Section 8. Time of Essence.
Time is of the essence in the
Section 9. Compliance with Law.
Consultant shall comply with all
regulations of federal, state and local gove
Section 10. Conflicts of Interest.
Consultant covenants that it presently
interest, direct or indirect, which would cor
performance of the services contemplated by
interest shall be employed by or associated wi
Section 11. Copies of Work Product.
At the completion of the contract period,
at least one (1) copy of any final reports
Consultant's findings, conclusions, and i
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warrants that: (1) it has investigated
dated the proposed construction site,
are of all conditions there; and (3) it
ions of the work under this Agreement.
wn conditions materially differing from
City, it shall immediately inform City of
under this Agreement until written
of this Agreement.
laws, ordinances, codes and
s no interest and shall not acquire any
ct in any manner or degree with the
its Agreement. No person having such
Consultant.
Consultant shall have delivered to City
and architectural drawings containing
ecommendations with any support
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documentation. All reports submitted to the City shall be in reproducible format.
All services to be rendered hereunder shall be subject to the direction and
approval of the City.
Section 12.
All reports, information, data and exhibi
in connection with the performance of its sE
confidential to the extent permitted by law, and
made available to any individual or organizatior
All such reports, information, data, and exhibi
shall be delivered to the City upon demand wi
City. The City acknowledges such docun
professional services.
Section 13. Indemnity.
Consultant agrees to protect, defend a
appointed officials and employees from any
damages of any nature, including attorneys' fE
damage to property or interference with use c
committed by Consultant arising out of or in
activities of Consultant, its agents, employee:
obligations under this Agreement. r4,;0
;
Section 14. Insurance. "e `
s prepared or assembled by Consultant
rvices pursuant to this Agreement are
Consultant agrees that they shall not be
without prior written consent of the City.
Is shall be the property of the City and
;hoot additional costs or expense to the
rents are instruments of Consultant's
id hold harmless City, its elected and
and all claims, liabilities, expenses or
as, for injury or death of any person or
property and for errors and omissions
:onnection with the work, operation or
and/ s//ubcontractors in carrying out its
4 .���j/�LeSyoJ
Insurance required herein shall be valid for a minimum of one year, or term of
contract, whichever is longer, and it shall be provided by Admitted 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
Throughout the term of this Agreement,
effect Comprehensive General Liability cover
$500,000 property damage;
$500,000 injury to one
contractual period;
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nsultant shall maintain in full force and
in the following minimum amounts:
one occurrence/not limited to
$1,000,000 injury to more than one person/any one occurrence/not limited
to contractual period.
14.2 Comprehensive Automobile
Throughout the term of this Agreement,
effect Comprehensive Automobile Liability cc
owned vehicles in the following minimum amo
$500,000 property damage;
$500,000 injury to one
contractual period;
ant shall maintain in full force and
including owned, hired and non -
one occurrence/not limited to
$1,000,000 injury to more than o e person/any one occurrence/not limited
to contractual period
14.3 Worker's Compensation.
If Consultant intends to employ empl yees to perform services under this
Agreement, Consultant shall obtain and main in, during the term of this Agreement,
Worker's Compensation Employer's Liability Insurance in the statutory amount as
required by state law.
14.4 Proof of Insurance
Prior to beginning any work under this reemeril, Consultant shall submit the
insurance certificates, including the deducti le or self -retention amount, and an
additional insured endorsement to the Consulta is general liability and umbrella liability
policies to the City Clerk's office for certificatiothat the insurance requirements of this
Agreement have been satisfied.
14.5 Errors and Omissions
Throughout the term of this Agreemen , Consultant shall maintain Errors and
Omissions Coverage (professional liability cov rage) in an amount of not less than One
Million Dollars ($1,000,000). Prior to begin ing any work under this Agreement,
Consultant shall submit an insurance certificate to the City Clerk's office for certification
that the insurance requirements of this Agreement have been satisfied.
14.6 Notice of
The above policy/policies shall not tem
coverages reduced, until after thirty (30) days'
ten (10) days' notice shall be given if there
premium.
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of Insurance.
ate, nor shall they be cancelled, nor the
itten notice is given to City, except that
a cancellation due to failure to pay a
14.7 Terms of Compensation.
Consultant shall not receive any compensation until all insurance provisions have
been satisfied.
14.8 Notice to Proceed.
Consultant shall not proceed with a
has issued a written "Notice to Proceed" v
insurance requirements of this Agreement.
Section 15. Termination.
City and Consultant shall have the
cause by giving thirty (30) days' advance wr
c under this Agreement until the City
that Consultant has complied with all
t to terminate this Agreement without
notice of termination to the other party
In addition, this Agreement may be to inated for cause by providing ten (10)
days' notice to the other party of a material br ach of contract. If the other party does
not cure the breach of contract, then the agre ment 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 Capistra
32400 Paseo Adelanto
San Juan Capistrano, CA
Attn: Public Works Direcl
To Consultant: Steve Maher
Risk Management Professi nals, Inc.
28570 Marguerite Parkway Suite 112
Mission Viejo, CA 92692-3 28
Section 17. Attorneys' Fees.
If any action at law or in equity is ne
this Agreement, the prevailing party shall be
and necessary disbursements in addition to
M
>ary to enforce or interpret the terms of
tied to reasonable attorneys' fees, costs
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 entireu derstanding and agreement between the
parties and supersedes all previous negotiatio s between them pertaining to the subject
matter thereof.
IN WITNESS WHEREOF, the parties he eto have executed this Agreement.
ATTEST:
APPROVED AS TO FORM:
AL ---
John R. Sh w, City Attorney
7
OF SAN JUAN CAPISTRANO
Pam Gibson, Interim City Manager
k Management Professionals, Inc.
ST evLn /.
n
u
EXHIBIT A
SECURITY VULNERABI
SU
REISK MANAGEMENT
28570 MARGUERITE PAI
MISSION VIEJO, C.
9
ASSESSMENT
m
ROFESSIONAL
(WAY, SUITE 112
92692-3728
Dated September 9, 2003
Is on file
With Th
San Juan
- City Clerk
EXHIBIT A
Cost Surnmaq for the City of San
4uan Ca
istrano SVA - 22Se
03
n.ar..a.l.9amlabw k. Nllrq re0r kdwn�etanMr eaii kb m.sarewn.
RMP
NWTC,ina
=act Man BmeM iflon Jab Claaceatl
PC
SCII
PE it
TS
SSC
Primary Tasks:
Hours
Hours
Hous
Hours
Hous
Project AdmiMMnUon
4
PHASE 1:
ask 1 - Project Initiation
Kickoff IlleakIng and Famlllsitz lon Training
2
1
2
Facility Priondwilan
4
4
Task 2 - Threat Assessment
Cybw threat Asseaamem
7
8
2
Task 3 - Analysis of Priority Level A Facilities
Wallet owna-Highest Pri Facilities
7
5
2
3"nario Identification and Amis B W - HleheidPriorby FacllNlas 1 -Da 8essl
)
16
12
Risk Ans b and Reeommerrdetlon Prioriffation 1
4
2
Task 4 - Prepare Re its
Rsperi Generation 1
2
4
8
Task 5 - Project Reporting
litanagernard Prsserdation 9E%P Com Won
3
2
1
PHASE 2:
Task 6 - Ca Ital Im ravements
Seciirlity, Enhancement I PriorMWtlon Plan SEPP
4
12
Recorrtmendatlom, Review wMh Client
2
PHASE 3:
Task 7 - Emer enc Res nse Plan Update
Erneromcir Response Plan Update
10
18
8
Subtabil Hour Required for Primary Tasks
32
47
47
24
0
BeMctal of PA Tasks
$4,000
$5,170
34,230
$1,320
$0
Total Project Cost for the UUINy - Primary (Non -0 ) Tasks Only
$14,720
Recommended O
onal Tasks:
Phase 1: Task 2 -Threat Assessment
ChemlcallBlol IpllRadlal ical Threat 1 .1 Mame
.dum
1
1 4 1
1.5
Physical Threat Assessment (Assemment of Potential Adversaries) (Client will Su
12
Phase 1: Task 3 - Analysis of Priority Level A Facilities
Walkdo ms - All Assets pncrememal Cat)
4
3
1
Scenario Identification and Analysis (SLA) - All Assets (Incremental Cost)
9
6
Parlicipation NWTC In SU1 SasNons
6
Travel Cost for NWrC Participation In SLA sessions
$1,400
Phase 2: Task 6 -Capital Improvements
Participation by NWrC In SEPP
12
tEGENO:
RIR
1bu Rete
PC - Principal Consuhant STM, SMM
$125
SC II- Senior Constftnt 11 DW
$110
PE Ii - ConsullenHPro rngInew 11 JAL MGµ RER
$90
TS- AAMniseattre(rechnkal Specaft KDS)
$55
NWTC, kra
SSC -Senior Sewrfty Consultant BPF HS, KSP JAS MG
$135
- Please rata that two m les Of the SVA Report are Included In the estlmatad b . Ad
onai copies m
be requested at 3150 r copy-
- The optional hems should he treated as ss tasks, Customer m dwoss to ri
any or all tasks
saparalety. a as disereeon to
offset the prolect cos[.
EXHIBIT B