04-0707_EMERGENCY MANAGEMENT SERVICES_Personal Services Agreement0 0
PERSONAL SERVICES AGREEMENT
THIS AGREEMENT is made and entered into this 7th day of July 2004, by and
between the City of San Juan Capistrano (hereinafter referred to as the "City") and
Emergency Management Services, (hereinafter referred to as "Consultant").
RECITALS:
WHEREAS, City desires to retain the services of Consultant regarding the City's
proposal to develop and write a Hazard Mitigation Plan in accordance with the Disaster
Mitigation Act of 2000; 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 Consultant shall consist of those tasks as
set forth in Exhibit 'A" attached and incorporated herein by reference.
Consultant warrants that all of its services shall be performed in a competent,
professional and satisfactory manner and in accordance with the prevalent standards of
its profession.
Section 2. Term.
This Agreement shall commence on the effective date of this Agreement and
services required hereunder shall be completed by no later January 31, 2005.
Section 3. Compensation.
3.1 Amount.
Total compensation for the scope of services for this Project shall not
exceed Ten Thousand Dollars ($10,000.00), as set forth in Exhibit "B," attached and
incorporated herein by reference.
Emergency Management Services psa.doc - 1 - July 7, 2004
SO
3.2 Method of Payment.
Consultant shall submit one invoice upon completion of the project on total
services which have been satisfactorily completed.
For extra work not part of this Agreement, a written authorization from City
is required prior to Consultant undertaking any extra work.
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 City.
Section 4. Independent Contractor.
It is agreed that Consultant shall act and be an independent contractor and not
an agent or employee of City, and shall obtain no rights to any benefits which accrue to
City's employees.
Section 5. Limitations Upon Subcontractina and Assianment.
The experience, knowledge, capability and reputation of Consultant, its principals
and employees were a substantial inducement for 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 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. Chances to Scope of 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.
Emergency Management Services psadoc - 2 - July 7, 2004
0 0
Section 7. Familiarity with Work and Construction Site.
By executing this Agreement, Consultant warrants that: (1) it has investigated
the work to be performed; and (2) it understands the facilities, difficulties and restrictions
of the work 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 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. 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.
Consultant agrees to protect, defend and hold harmless City, its elected and
appointed officials 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
damage to property or interference with use of property and for errors and omissions
committed by Consultant arising out of or in connection with the work, operation or
activities of Consultant, its agents, employees and subcontractors in carrying out its
obligations under this Agreement.
Emergency Management Services psa.doc - 3 - July 7, 2004
0 0
Section 13. Termination.
City and Consultant shall have the right to terminate this Agreement without
cause by giving thirty (30) days' advance written notice of termination to the other party
In addition, this Agreement may be terminated for cause by providing ten (10)
days' notice to the other party of a material breach of contract. If the other parry does
not cure the breach of contract, then the agreement may be terminated subsequent to
the ten (10) day cure period.
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: City of San Juan Capistrano
32400 Paseo Adelanto
San Juan Capistrano, CA 92675
Attn: Mike Cantor, Senior Management Analyst
To Consultant: Emergency Management Services
5957 Arrowhead Lake Road
Hesperia, CA 92345-9501
Attn: Lester B. Boal
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 Aareement.
This Agreement constitutes the entire understanding and agreement between the
parties and supersedes all previous negotiations between them pertaining to the subject
matter thereof.
Emergency Management Services psa.doc - 4 - July 7, 2004
0
IN WITNESS WHEREOF, the parties hereto have executed this Agreement.
CITY OF SAN JUAN CAPISTRANO
By:
David F. Adams, City Manager
CONSULT
By
Lester B. Boal
ATTEST:
itv Clerk
APPROVED AS TO FORM:
John R Shaw, City Attorney
Emergency Management Services psa.doc - 5 - July 7, 2004
0 0
EXHIBIT "A"
Project Overview and Scope of Work
Emergency Management Services (EMS), a Private Consulting Company, will
provide to the City of San Juan Capistrano a comprehensive Hazard
Mitigation Plan, endorsed by, and compliant with the guidelines and
requirements of the State of California's Office of Emergency Services and
the Federal Emergency Management Agency. Emergency Management
Services also herein certifies that the plan, when completed and upon
acceptance by the City of San Juan Capistrano, will meet all applicable
requirements of State and Federal law for a local city hazard mitigation plan.
Representatives of Emergency Management Services will meet with
employees, agents and/or representatives of The City of San Juan
Capistrano, and others, as may be required to construct a base of information
to complete the plan. A completed plan will be prepared and submitted to the
City of San Juan Capistrano for consideration and approval in compliance
with State and FEMA requirements.
The finished plan will be provided to the City of San Juan Capistrano in "hard
copy" and a "searchable" compact disk (CD) in Microsoft Word format.
Additionally, at a time and place chosen by the City, EMS Staff will provide an
orientation & and overview of the plan to the City of San Juan Capistrano's
staff members, and others, as may be directed. Additionally, as condition of
this proposal, the City of San Juan Capistrano acknowledges and agrees to
conduct the "public input" portion of this project by hosting public meetings, as
deemed appropriate by the city.
EXHIBIT "B"
Compensation and Payment
1. The Consultant agrees to provide all necessary and related services to
produce the Hazard Mitigation Plan, for the sum of $10,000.00, due and
payable after acceptance of the plan by the City and upon receipt of an
invoice by the Consultant.
2. All costs including personnel work hours, travel and necessary materials
are included.
3. The City shall accept the Hazard Mitigation Plan after it has been
reviewed by the State of California and deemed acceptable by the Federal
Emergency Management Agency.
4. The City shall make payment within 14 days of the Hazard Mitigation Plan
being accepted by the City.
5. Payments shall be made to Emergency Management Services.
6. The parties understand and agree that the City's payments to Consultant
as compensation under this Agreement shall not exceed Ten Thousand
Dollars ($10,000.00).
9 0
CITY CLERK'S DEPARTMENT - ACTION REMINDER
TO: Michael Cantor, Senior Management Analyst
FROM: Mitzi Ortiz, Deputy City Clerk DATE: January 5, 2005
SITUATION:
On July 7, 2004, the City of San Juan Capistrano entered into a Personal Services
Agreement with Emergency Management Services to develop and write a Hazard Mitigation
Plan.
ACTION REQUESTED:
Said agreement states services shall be completed by January 31, 2005.
Please notify our office if agreement has been completed or will be extended.
ACTION TO BE TAKEN:
<S�RVicES t5"l/142eF`r'E'0
DATE WHEN NEXT ACTION (S) SHOULD BE TAKEN:
SIGNATURE OF OFFICIAL TAKING ACTION:
DATE SIGNED: /s ��Z-
***FOR CITY CLERK'S DEPARTMENT USE ONLY***
Tickler Date: 01/05/05
Deadline Date: 01/31/05
cc: Department Head
(600.70/ams)
,IAN
5 2005
0
32400 PASEO ADELANTO
SAN JUAN CAPISTRANO, CA 92675
(949) 493-1171
(949) 493-1053 FAx
www sanjuancapistran0. org
July 13, 2004
Emergency Management Services
5957 Arrowhead Lake Road
Hesperia, CA 92345-9501
Attention: Lester B. Boal
JVAft
i mrowvpxxvm
unuuxcu 1461
1776
TRANSMITTAL
MEMBERS OF THE CIN COUNCIL
SAMALLEVATO
DIANE L. BATHGATE
WYAT HART
JOESOTO
DAVID M. SWERDLIN
Enclosed is a certified copy of an approved, executed professional services agreement
related to preparing a hazard mitigation plan in accordance with the Disaster Mitigation
Act of 2000.
You may proceed with work under this agreement in coordination with the Project
Manager, Michael Cantor, Senior Management Analyst (949) 234-4565.
Yours truly,
CMC
Agreement
cc: Michael Cantor, Senior Management Analyst
San Juan Capistrano: Preserving the Past to Enhance the Future