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HomeMy WebLinkAboutOC SAFETY, INC.INSURANCE NOT ON FILE WORK MAY NOT PROCEED CLERK Or COUNCIL N-2019-060 DATE�pR 11 2019 AGREEMENT WITH OC SAFETY TO PROVIDE CPR/AED TRAINING THIS AGREEMENT is rade and entered into this 4th day of March, 2019 by and between OC Safety, Inc., a California Corporation ("Consultant"), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California ("City"). RECITALS A. The City desires to retain a consultant having special skill and knowledge in the field of emergency first aid and CPR/AED training. B. Consultant represents that Consultant is able and willing to provide such services to the City. C. In undertaking the performance of this Agreement, Consultant represents that it is knowledgeable in its field and that any services performed by Consultant under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional consulting firm in the field. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows: 1. SCOPE OF SERVICES Consultant shall perform during the term of this Agreement, the tasks and obligations including all labor, materials, tools, equipment, and incidental customary work required to fully and adequately complete the emergency first aid and CPR/AED training described and set forth in Exhibit A, attached hereto and incorporated by reference. 2. COMPENSATION a. City agrees to pay, and Consultant agrees to accept as total payment for its services for City, the rates and charges identified in Exhibit A. The total sum to be expended under this Agreement shall not exceed X25 6(i0 during the term of this Agreement, $2Zt50V— b. Payment by City shall be made within 45 days (forty-five) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures. Payment need not be made for work which fails to meet the standards of performance set forth in the Recitals which may reasonably be expected by City. 3. TERM This Agreement shall commence on the date first written above for a one (1) year term that expires on March 3, 2020, unless terminated earlier in accordance with Section 13, below. The term of this Agreement may be extended upon a writing executed by the City manager and the Page I of 8 City Attorney. 4. INDEPENDENT CONTRACTOR Consultant shall, during the entire tern of this Agreement, be construed to be an independent contractor and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer-employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Consultant perforans the services which are the subject matter of this Agreement; however, the services to be provided by Consultant shall be provided in a manner consistent with all applicable standards and regulations governing such services. Consultant shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 5. INSURANCE Prior to undertaking performance of work under this Agreement, Consultant shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below: a. Commercial General Liability Insurance. Consultant shall maintain commercial general liability insurance naming the City, its officers, employees, agents, volunteers and representatives as additional insured(s) and shall include, but not be limited to protection against claims arising from bodily and personal injury, including death resulting therefrom and damage to property, resulting from any act or occurrence arising out of Consultant's operations in the performance of this Agreement, including, without limitation, acts involving vehicles. The amounts of insurance shall be not less than the following: single limit coverage applying to bodily and personal injury, including death resulting therefrom, and property damage, in the total amount of $1,000,000 per occurrence, with $2,000,000 in the aggregate. Such insurance shall (a) name the City, its officers, employees, agents, and representatives as additional nnsured(s); (b) be primary and not contributory with respect to insurance or self-insurance programs maintained by the City; and (c) contain standard separation of insureds provisions. b. Business automobile liability insurance, or equivalent form, with a combined single limit of not less than $1,000,000 per occurrence. Such insurance shall include coverage for owned, hired and non -owned automobiles. c. Worker's Compensation Insurance. In accordance with the provisions of Section 3700 of the Labor Code, Consultant, if Consultant has any employees, is required to be insured against liability for worker's compensation or to undertake self- insurance. Prior to commencing the performance of the work under this Agreement, Consultant agrees to obtain and maintain any employer's liability insurance with limits not less than $1,000,000 per accident. d. If Consultant is or employs a licensed professional such as an architect or engineer: Professional liability (errors and omissions) insurance, with a combined single limit of not less than $1,000,000 per claim with $2,000,000 in the aggregate. Page 2 of 8 C. The following requirements apply to the insurance to be provided by Consultant pursuant to this section: i. Consultant shall maintain all insurance required above in full force and effect for the entire period covered by this Agreement. ii. Certificates of insurance shall be furnished to the City upon execution of this Agreement and shall be approved by the City. iii. Certificates and policies shall state that the policies shall not be canceled or reduced in coverage or changed in any other material aspect without thirty (30) days prior written notice to the City. iv. Consultant shall supply City with a fully executed additional insured endorsement. f. If Consultant fails or refuses to produce or maintain the insurance required by this section or fails or refuses to furnish the City with required proof that insurance has been procured and is in force and paid for, the City shall have the right, at the City's election, to forthwith terminate this Agreement. Such termination shall not affect Consultant's right to be paid for its time and materials expended prior to notification of termination. Consultant waives the right to receive compensation and agrees to indemnify the City for any work performed prior to approval of insurance by the City. 6. INDEMNIFICATION Consultant agrees to defend, and shall indemnify and hold harmless the City, its officers, agents, employees, contractors, special counsel, and representatives from liability (1) for personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including death, and claims for property damage, which may arise from the negligent operations of the Consultant, its subcontractors, agents, employees, or other persons acting on its behalf which relates to the services described in section 1 of this Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects arising from this Agreement. This indemnity and hold harmless agreement applies to all claims for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in this Section or by reason of the terns of, or effects, arising from this Agreement. The Consultant further agrees to indemnify, hold harmless, and pay all costs for the defense of the City, including fees and costs for special counsel to be selected by the City, regarding any action by a third party challenging the validity of this Agreement, or asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief due to personal or property rights arises by reason of the terms of, or effects arising from this Agreement. City may make all reasonable decisions with respect to its representation in any legal proceeding. Notwithstanding the foregoing, to the extent Consultant's services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant Page 3 of 8 7. RECORDS Consultant shall keep records and invoices in connection with the work to be performed under this Agreement. Consultant shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any services, expenditures, and disbursements charged to the City for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Consultant under this Agreement. All such records and invoices shall be clearly identifiable. Consultant shall allow a representative of the City to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement during regular business hours. Consultant shall allow inspection of all work, data, documents, proceedings, and activities related to this Agreement for a period of three (3) years from the date of final payment to Consultant under this Agreement. 8. CONFIDENTIALITY If Consultant receives from the City information which due to the nature of such infonnation is reasonably understood to be confidential and/or proprietary, Consultant agrees that it shall not use or disclose such 'information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. "Confidential Information" shall include all nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Consultant disclosed in a publicly available source; (e) is in rightful possession of the Consultant without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Consultant without reference to information disclosed by the City. 9. CONFLICT OF INTEREST CLAUSE Consultant covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this Agreement. 10. DISCRIMINATION Consultant shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other employment related activities. Consultant affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. Page 4 of 8 11. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive staternent between the City and Consultant, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the teens of this Agreement and any attachments hereto, the terns of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Consultant. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Consultant or the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which is not embodied herein. 12. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Consultant, Consultant may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services which are the subject to this Agreement performed by City personnel or by other consultants retained by City. 13. TERMINATION This Agreement may be terminated by the City upon thirty (30) days written notice of termination. In such event, Consultant shall be entitled to receive and the City shall pay Consultant compensation for all services performed by Consultant prior to receipt of such notice of termination, subject to the following conditions: a. As a condition of such payment, the Executive Director may require Consultant to deliver to the City all work product(s) completed as of such date, and in such case such work product shall be the property of the City unless prohibited by law, and Consultant consents to the City's use thereof for such purposes as the City deems appropriate. b. Payment need not be made for work which fails to meet the standard of performance specified in the Recitals of this Agreement. 14, WAIVER No waiver of breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this Agreement shall be effective unless it is in writing and signed by the party waiving the breach, failure, right or remedy. No waiver of any breach, failure or right, or remedy shalt be deemed a waiver of any other breach, failure, right or remedy, whether or not similar, nor shall any waiver constitute a continuing waiver unless the writing so specifies. Page 5 of 8 15. JURISDICTION - VENUE This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. 16. PROFESSIONAL LICENSES Consultant shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of Santa Ana and all other governmental agencies. Consultant shall notify the City immediately and in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. 17. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City fully,, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. 18. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by fax or other telegraphic communication in the manner provided in this Section, to the following persons: To City: Clerk of the City Council City of Santa Ana 20 Civic Center Plaza (M-30) P.O. Box 1988 Santa Ana, CA 92702-1988 Fax: 714- 647-6956 Page 6 of 8 With courtesy copies to; Executive Director, Human Resources Department City of Santa Ana 20 Civic Center Plaza (M-28) P.O. Box 1988 Santa Ana, California 92702 Fax: 714.647-6930 To Consultant: Sonia R. Carvalho City Attorney City of Santa Ana 20 Civic Center Plaza (M-29) P.O. Box 1988 Santa Ana, California 92702 Fax: 714- 647-6515 OC Safety, Inc. d- 1838 N. Tustin Street, Orange, CA 92865 A party may change its address by giving notice in writing to the other party. Thereafter, any communication shall be addressed and transmitted to the new address. If sent by mail, communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by fax, communication shall be effective or deerned to have been given twenty-four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded, IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: 0 c2�_'wZDZ�__ Norma Mitre Acting Clerk of the Council APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney By: Laura A. Rossini — Senior Assistant City Attorney CITY OF SANTA ANA Steven Mendoza Acting City Manager CONSULTANT: Name: raig Robson Title Vice President OC Safety INC. Page 7 of 8 FOR AVVROVAL: Steven V. PVam Executive Llirector Human Resources Department Page 8of8 EXHIBIT A SCOPE OF SERVICES Heartsaver 0 First Aid CPR ALD The Heartsaver ® First Aid CPR AED course provides first responders with training in basic first aid and CPR AED procedures. Participants will receive an American Heart Association 2- Yaar Certification card at the successful completion of the training, The coarse covers: • First Aid Basics • Medical Emergencies • Injury Emergencies • Environmental Emergencies • Adult CPR AED • Adult Choking Minimum Rate $624.00 (includes up to 12 students) Additional Students $ 52,00 ACORLIF CERTIFICATE OF LIABILITY INSURANCE (I�,•-1 DATEIMMMDMYYY) 07/06/2016 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW, THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the pollcy(les) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER StateFN11f1 RIC WEISSINGER, AGENT - LIC #OC69161ENOPRONE WEISSINGER INSURANCE AGENCY INC OW NA"E: cT CAROLE COOK . 714-377-1111 FpiR aa: 71A-377-1611 EMAIL AOOR 99: INSURERLS) AFFORDING COVERAGE NAIG # 5922 WARNER AVE INSURER A; State Farm General Insurance Company 25151 HUNTINGTON BEACH, CA 92649 INSURED INSURER B: Geico 1-800-841-3000 INSURER C: OC SAFETY INC INSURER D: 1940 N TUSTIN ST, STE 103 INSURER E: ORANGE, CA 92865-4642 INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW I4AVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTVNTHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES, LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS, ILTR NSRTYPE OF INSURANCE ADO IMSO eR MID POLICY NUMBER MOLIDY FIE MM/LIO�YAE(YYY LIMITS " e COMMERCIAL GENERAL LIABILITY 20 CIVIC CENTER PLAZA SANTAANA, CA 92701 J /J EACH OCCURRENCE $ 1,000,000 CLAIMS -MADE ® OCCUR PREMISES Ee occurrence $ 100,000 MEG EXP (Any one person) $ 5,000 PERSONAL&ADV INJURY $ 1,009,000 X A A 92 -EA -V145-9 07/01/2018 07101/2019 GEN% AGGREGATE LIMIT APPLIES PER; GENERAL AGGREGATE $ 2,000,000 POLICY D PRO- JEOT [Z LOC PRODUCTS. COMP/OP AGG $ 2,000,000 $ OTHER AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT 5 1,000,000 Ea ecciaent _ BODILY INJURY (Per person) $ ANYAUTO OWNEDSCHEDULED AUTOS ONLY AUTOS B 4458126424 10/10/18 10/10/19 BODILY INJURY (Per acciaarn7 $ PROPERTY DAMAGE $ 4pm.crid.nt HIRED �/ NON -OWNED AUTOS ONLY /� AUTOS ONLY UMBRELLA LIAO OCCUR EACH OCCURRENCE $ AGGREGATE $ EXCESS LIAR '[DED CLAINISWADE I I RETNTION$ $ WORKERS COMPENSATION AND EMPLOYERS'LIASILITY YIN ANY PROPRIETORIPARTNERIEXEDUTIVE STATUTE I ER E.L. EACH ACCIDENT $ OFFICERIMEMSER EXCLUOED9 F NIA (Mandme,WNKl E.L. DISEASE• EA EMPLOYEE $ If yes, tlescdbe undaf DE3 RIPTION OF OPERATIONS mf= E.L. DISEASE -POLICY LIMIT $ u X BUSINESS PROPERTY 92 -EA -V145-9 07/01/2018 07/0112019 Q D DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 1111, Additional Remarks Schedule, may be aHached if more space Is required) LOC #1 - 1940 N TUSTIN ST, STE 103, ORANGE, CA 92865 fD 7 CERTIFICATE HOLDER, ITS OFFICERS, AGENTS AND EMPLOYEES ARE NAMED AS ADDITIONAL INSURED IN REGARDS TO GENERAL LIABILITY PER ATTCHED FE6609 O 7 CERTIFICATE HOLDER CANCELLATION 41988-2015 ACORD CORPORATION, AI rights reserved. ACORD 2612016/03) The ACORD name and logo are registered marks of ACORD 1001486 132849.12 03-16-2016 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN CITY OF SANTA ANA ACCORDANCE WITH THE POLICY PROVISIONS. ATTN: PURCHASING DEPARTMENT AUTHORIZED R RESENT IV " e 20 CIVIC CENTER PLAZA SANTAANA, CA 92701 J /J 41988-2015 ACORD CORPORATION, AI rights reserved. ACORD 2612016/03) The ACORD name and logo are registered marks of ACORD 1001486 132849.12 03-16-2016 SOLE PROPRIETOR 10196 • ►1 WORKERS' COMPENSATION DECLARATION I Craig Robson (Vice President) hereby affirm under penalty of perjury, the (Name/Title) following declaration: I certify on behalf of OC safety INC. that during the term of my (ConsultanNCompaay Name) contract for CPR First Aid Training services with the City of Santa Ana, I will not employ any person in any manner so as to become subject to the workers' compensation laws of Califontia, and agree that if I should become subject to the workers' compensation provisions of Section 3700 of the Labor Code, I shall forthwith comply with those provisions and provide proof of workers' compensation coverage. DATE: 03/19119 By: Name: Craig Robson Title: Vice President Telephone: 714 960 1911 WARNING: FAILURE TO SECURE WORKERS' COMPENSATION COVERAGE IS UNLAWFUL, AND SMALL SUBJECT AN EMPLOYER TO CRIMINAL PENALTIES AND CIVIL FINES UP TO ONE HUNDRED THOUSAND DOLLARS ($100,000). IN ADDITION TO THE COST OF COMPENSATION, DAMAGES AS PROVIDED FOR IN SECTION 3706 OF THE LABOR CODE, INTEREST, AND ATTORNEY'S FEES.