HomeMy WebLinkAboutMEDICAL & SAFETY, INC.City of Santa Ana
Clerk of the Council
AGREEMENT TERMINATION FORM
Please complete this form in its entirety when the attached agreement and all
amendments (if any) are no longer in effect.
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have been satisfied prior to signing the termination form.
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Return form to the Clerk of the Council Office (M-30).
Call 647-1520 if you have any questions.
The agreement with
Ciky of Manta Ana
A'�34 C 2 2021
Clerk of the Council
No. N-2019-178 was completed on 16 I 1 and final payment has been made.
(List all amendments. Use space below if needed.) p
Department:
Phone/Ext.: SOr t
Signature:
Date:
Revised: 10-18-16
INSURANCE NOT ON FILE
WORK MAY NOT PROCEED N-2019-178
CLERK OF COUNCIL
®DATE: SEP 1 2 2019
� C 5 A C AGREEMENT WITH MEDICAL & SAFETY, INC., FOR EMT SERVICES
S r� v\ rti G ✓`'W h' i
THIS AGREEMENT is hereby made and entered into this 12th day of September, 2019, by
and between 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"), and Medical & Safety,
Inc., a California Corporation ("Consultant").
RECITALS
A. The City desires to retain Consultant to provide licensed emergency medical
technicians ("EMTs") for two city events, Fiestas Patrias ("Fiestas") and the
City's 150s` Anniversary celebration ("Anniversary Event").
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
a. Consultant shall provide EMTs for Fiestas as set forth in Exhibit A and
incorporated by reference in this Agreement. EMTs and services provided
pursuant to this Agreement for Fiestas will include access to a medical cart, a
medical station, and three EMTS from 12:00 p.m. to 10:00 p.m., on Saturday
September 14, 2019 and Sunday, September 15, 2019 from 12:00 p.m. to 9:00
p.m. Consultant. City will provide a booth for Consultant to utilize but services
may be provided anywhere in the designated Event location.
b. Consultant shall provide EMT services for the Anniversary Event as set forth in
Exhibit B and incorporated by reference in this Agreement. EMTs and services
provided pursuant to this Agreement for the Anniversary Event will include
medical supplies, a medical station and two EMTs for eight (8) hours on October
27, 2019. The exact timing will be specified prior to the Anniversary Event. City
will provide a booth for Consultant to utilize but services may be provided
anywhere in the designated Event location.
2. COMPENSATION
a. The total sum authorized under this Agreement shall not exceed one thousand nine
hundred and seventy-four dollars and zero cents ($1,974.00) during the term of this
Agreement. The Consultant will bill for Fiestas at the hourly rate of $23 per hour for
EMT services and the medical cart will be a flat cost of $125 as set forth in the
attached Exhibit A. The Consultant will bill for the Anniversary Event at the hourly
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rate of $25 per hour for EMT services and the costs will include medical supplies as
set forth in the attached Exhibit B.
b. Consultant will invoice City on a monthly basis. Payment by City shall be made
within forty-five (45) 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
The term of this Agreement shall commence on the date first written above and terminate
on October 28, 2019, unless terminated earlier in accordance with Section 13, below.
4. INDEPENDENT CONTRACTOR
Consultant shall, during the entire term 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 performs 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 its 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, which 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 negligent 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 and $2,000,000 in the aggregate. Such insurance shall (a)
name the City, its officers, employees, agents, volunteers and representatives as additional
insured(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 insured 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.
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c. Worker's Compensation Insurance. In accordance with California State law,
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. 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.
e. 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 in form 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 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 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 and shall indemnify and hold harmless the City, its officers, agents,
employees, Consultants, 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 or its contractors, subcontractors, agents, employees, or
other persons acting on their 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 terns 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 terms of, or effects, arising
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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 §2782.8, the above indemnity shall be limited, to the extent required by Civil Code
§2782.8, to claims that arise of, pertain to, or relate to the negligence, recklessness, or willful
misconduct of the Consultant.
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 received from the City information which due to the nature of such
information 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 parry 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; (c) is in rightful
possession of the Consultant and disclosed 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 interest and shallnot have interests, direct
or indirect, which would conflict in any manner with performance of services specified under
this Agreement.
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10. 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, sent by fax or other telegraphic
communication in the manner provided in this Section, to the following persons:
To City: City of Santa Ana
Clerk of Council
20 Civic Center Plaza, (M-30)
P.O. Box 1988
Santa Ana, California 92702
Fax (714) 647-6956
With copy to: Executive Director of Parks, Recreation and Community Services
City of Santa Ana
26 Civic Center Plaza (M-23)
P.O. Box 1988
Santa Ana, California 92702
Fax (714) 571-4211
To Consultant: Medical & Safety, Inc.
303 West Katella Avenue, Suite 369
Orange, California 92867
Fax (714) 963-4480
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 facsimile, communication shall be effective or deemed 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.
11. EXCLUSIVITY AND AMENDMENT
This Agreement represents the complete and exclusive statement between the City and
Consultant regarding the subject matter herein, and supersedes any and all other agreements, oral
or written, between the parties. In the event of a conflict between the terms of this Agreement
and any attachments hereto, the terms of this Agreement shall prevail and will serve to fully
supersede existing Agreement. 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
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with, or in addition to, that terms or conditions hereof, shall not bind or obligate Consultant nor
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 parties which are 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 with five (5) days written notice of
termination to the Consultant.
a. As a condition of such payment, the City may require Consultant to deliver to the City
all the work product 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 that fails to meet the standard of performance
specified in the Recitals of this Agreement.
14. NON-DISCRIMINATION
Consultant shall not discriminate because of race, color, creed, relation, 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 or any activities under this Agreement. Consultant affirms
that it is an equal opportunity employer and shall comply with all applicable federal, state and
local laws and regulations.
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.
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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 Sates, the State of California,
the County of Orange, the City of Santa Ana and all other governmental agencies. This includes,
but is not limited to, EMT licenses from the State of California and any other licensing agency
for each EMT assigned to provide services pursuant to this Agreement. 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.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year
first above written.
ATTEST:
L[l1J 1 V V1V31iL
Clerk of the Council
APPROVED AS TO FORM:
SONIA R. CARVALHO
City Attorney
By: LAURA A. ROSSINI
Senior Assistant City Attorney
[Signatures continue on the next page]
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CITY OF SANTA ANA
KRISTINE R
City Manager
RECOMMENDED FOR APPROVAL:
C
Director of Parks,
L and Community Services Agency
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CONSULTANT:
MEDICAL & SAFETY, INC.
By: Matthew Suehr
CEO
PROPOSAL/SCOPE OF SERVICES/FEES AND RATES
FIESTAS PATRIAS
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EXHIBIT A
MED.'' :AL 3 SAr ET i9c.
18281 Mt. Balcly Circle
Fountain Valley, CA
92708
Name / Address
City of Santa Ana
20 Civic Center Plaza
Santa Ana, CA 92701
Date I Item I Description
9/14/2019 EMT CITY OF SANTA ANA - FIESTA PATRIAS 2019
CRY OF SANTA ANA - FIESTA PATRIAS 2019
EMT CITY OF SANTA ANA - FIESTA PATRIAS 2019
EMT
EMT LCM
OF SANTA ANA - FIESTA PATRIAS 2019
EMT
OF SANTA ANA - FIESTA PATRIAS 2019
EMT OF SANTA ANA -FIESTA PATRIAS 2014
MEDCART
USEAGE OF MEDICAL CART
PRICE INCLUDES MEDICAL SUPPLIES, AND
MEDICAL STATION
Phone #
Fax #
E-mail
714-963-4446
714-963-4480
camsr'Irgc!"or::
Matt@medica landsafety
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Date
Quote #
8/29/2019
MSI 19-631
Vender #
MEDSAF
Rate
23.00
23.00
23.00
23.00
23.00
23.00
Terms
NET 10
Hours
Total 1,574.00
EXHIBIT B
PROPOSAL/SCOPE OF SERVICES/FEES AND RATES
CITY' S 150TH ANNIVERSARY CELEBRATION
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ZM
M-DICAL # SAFC?Y 1 ,
18281 Mt. Baldy Circle
Fountain Valley, CA
92708
Name / Address
City of Santa Ana
20 Civic Center Plaza
Santa Ana, CA 92701
Date I Item
10/27/19 IEMT
EMT
Description
CITY OF SANTA ANA — 150m
Anniversary Celebration
CITY OF SANTA ANA —15P
Anniversary Celebration
PRICE INCLUDES MEDICAL
SUPPLIES, AND
MEDICAL STATION
No Cart required for this event.
Phone #
Fax #
E-mail
714-963-4446
714-963-4480
camsrnl�aaol Con-
EXHIBIT B
Date
Quote #
8,'29i2019
MSS 19-691
I Vender # I Terms I
MEDSAF
Rate
25.00
25.00
INNE11T
Hours
Total 400.00