HomeMy WebLinkAboutGET SAFE CHOICE PERSONAL SAFETY, INC.INSURANCE NOT ON FILE N-2020-151
WORK MAY N�)T PROCEED
Cl) CLERK OF COUNCIL
C"i DATE:
a AGREEMENT WITH GET SAFE CHOICE PERSONAL SAFETY, INC.
(Awl TO PROVIDE TRAINING SERVICES
�•� THIS AGREEMENT is made and entered into on this 14th day of September, 2020 by and between
Get Safe Choice Personal 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
providing Crisis Intervention Behavioral Health and De -Escalation & Tactical
Communication training services for the Santa Ana Police Department.
B. Consultant represents that it 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 services described and set forth in Exhibit A, attached hereto and
incorporated by reference. The date for the training shall be mutually agreed upon in writing by
the parties and can be rescheduled, as needed, by the Parties.
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 B. The total amount to be expended
during the term of this Agreement shall not exceed $3,000.
b. Payment by City shall be made as detailed in Exhibit B. 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 and will remain in full
force until completion of all training, unless terminated earlier in accordance with Section 14,
below.
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4. INDEPENDENT CONTRACTOR
Consultant shall, during the entire term of this Agreement, be construed to be an
independent Consultant 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 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 Contractor'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 insured(s); (b) be prhnary 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, Contractor, 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.
e. The following requirements apply to the insurance to be provided by Consultant
pursuant to this section:
#58990v6 Page 2 of 8
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. Where the amounts or coverage provided by the certificates of insurance
provides coverage greater than those listed by this Agreement, the amounts
provided by the certificates of insurance shall be incorporated by reference
into the Agreement.
V. 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
Contractor'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 Contractor, its subcontractors, agents, employees, or other persons
acting on its behalf which relates to the services described in section I 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 terms 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 Contractor'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 Contractor.
#58990v6 Page 3 of 8
7. INTELLECTUAL PROPERTY INDEMNIFICATION
Consultant shall defend and indemnify the City, its officers, agents, representatives, and
employees against any and all liability, including costs, for infringement of any United States'
letters patent, trademark, or copyright infringement, including costs, contained in the work product
or documents provided by Consultant to the City pursuant to this Agreement.
8. 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.
9. CONFIDENTIALITY
If Consultant receives 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 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; (c) 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.
10. 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.
11. NON-DISCRINIINATION
Provider shall not discriminate because of race, color, creed, religion, sex, marital status,
958990v6 Page 4 of 8
sexual orientation, gender identity, gender expression, gender, medical conditions, genetic
information, or military and veteran status, age, national origin, ancestry, or disability, as defined
and prohibited by applicable law, in the recruitment, selection, teaching, training, utilization,
promotion, termination or other employment related activities or any services provided under this
Agreement. Provider affirms that it is an equal opportunity employer and shall comply with all
applicable federal, state and local laws and regulations.
12. EXCLUSIVITY AND AMENDMENT
This Agreement represents the complete and exclusive statement between the City and
Contractor, 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. This Agreement may not be modified except by written instrument
signed by the City and by an authorized representative of Contractor. 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.
13. ASSIGNMENT
Inasmuch as this Agreement is intended to secure the specialized services of Contractor,
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 Contractors retained by City.
14. TERMINATION
This Agreement may be terminated by the City upon thirty (30) days written notice of
termination. In such event, Consultant shall provide an invoice to City and be entitled to receive
and the City shall pay to Consultant upon fifteen (15) days after receiving such invoice,
compensation for all invoiced services performed by Consultant prior to receipt of such notice of
tennination, 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, as defined in Exhibit A, 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. Except as provided by law,
notwithstanding the above, to receive such payment, Consultant shall not be
required to assign, transfer; or otherwise grant rights to (1) reproduce Consultant's
intellectual property; (2) distribute Consultant's intellectual property; or (3) create
derivative works based upon Consultant's intellectual property,
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b. Payment need not be made for work which fails to meet the standard of
performance specified in the Recitals of this Agreement.
15. 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 shall 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.
16. 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.
17. 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.
18. Severability: If any provision of this Agreement is held to be invalid or unenforceable for
any reason, the remaining provisions will continue in full force without being impaired or
invalidated in any way.
19. 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
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With courtesy copies to:
Chief of Police
City of Santa Ana
20 Civic Center Plaza (M-97)
P.O. Box 1988
Santa Ana, California 92702
Fax: 714-245-8007
To Contractor:
Get Safe Choice Personal Safety, Inc.
15032 Red Hill Ave., Suite E
Tustin, CA 92780
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 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.
20. 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.
[signature page to follow]
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N-2020-151
IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first
above written.
ATTEST:
rz
- �It
aisy Gomez
erk of the Council
APPROVED AS TO FORM:
SONIA R. CARVALHO
City Ujt—�
Bv:
Tamara Bogosian
Sr. Assistant City Attorney
RECOMMENDED FOR APPROVAL:
Da % entin
Chief of Police
CITY OF SANTA ANA
Kristind Ridge
City Manager
CONSULTANT:
By: Stuart Haskin
Title: Executive Director
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EXHIBIT A
SCOPE OF SERVICES
GET SAFE
TRAINING • EDUCATION • EMPOWERMENT
EXHIBIT A
1. Services Provided:
From time to time, as mutually agreed by the parties, the Service Provider will provide the Customer
with the following service on the customer's premises:
Crisis Intervention Behavioral Health and De -Escalation & Tactical Communication (Cert#: 00577473)
• Amount of Trainings: Get Safe will provide one (1) training session(s) concerning
the issue above (the "Training Session")
• Training Time/Capacity: The Training Session will last for 8 instructional hours with
a one -hour lunch break. The minimum capacity for the Training Session is 20
students.
• Training Locations/frequency: The Training Session will be held as a one-time
training course, in person, at 62 Civic Center Plaza, Santa Ana, CA 92701.
• Target Audience: The Training Session will include staff for Santa Ana Police Department -Jail Bureau
and will not be open to persons from external agencies.
In conjunction with the provision of the Services, the Service Provider will supply Customer with the
following materials, 1 per participant:
• Field Reference cards
• Memory recall bracelets and stickers
• Handout reference materials (collectively with the Field Reference cards, Memory recall bracelets, and
stickers, the "Work Product")
• Get Safe pen
2. COVID-19 Safety Measures.
• Before the training, City shall take all reasonable measures to clean and sanitize the training
location.
• At the time of the training, all participants shall wear a protective face covering, take all feasible
measures to socially distance themselves, and avoid contact unless necessary for the purposes
of the training. Contractor retains the right to stop the training session in the event that
members of the Santa Ana Police Department -Jail Bureau do not abide by these safety
precautions.
1
(714) 834-0050 1 www.GETSAFEUSA.com I info@getsafeusa.com
15032 Red Hill Ave. Suite E I Tustin, CA 92780
EXHIBIT B
CONMENSATION
Fee Proposal including hourly rates if applicable
GET SAFE
TRAINING • EDUCATION • EMPOWERMENT
EXHIBIT B
Quote Number: CIDERR-001
Date: 7/16/2020
Company: Santa Ana Police Department - Tail Bureau
Address:
62 Civic Center Plaza, Santa Ana
State/Province:
CA
Zip/Postal code:
92701
Phone:
714-245-8122
Fax:
Contact Person: lose Cruz
Email Address: TCruz@santa-ana.org
Customer will pay Service Provider for the Services according to the following:
• $18.75/hour per person, or $150/person per 8-hour day of training, minimum of 20 students
(the "Fees").
• At this time, The Fees are expected to total $3000.
Customer will pay to Service Provider $3000 at least two (2) weeks before the start of the first training session. Service
Provider reserves the right to withhold services in the event Customer fails to complete all payments when due. Customer
will complete the remaining Fees for additional students in attendance, if applicable, due within fifteen (15) days after
training date. Any payment not received when due will accrue interest on the outstanding amount at a rate of two percent
(2%) per month or the highest rate allowed by applicable law, whichever is lower.
Description
Crisis Intervention Behavioral Health and De -Escalation &
Tactical Communication Training (Cert#: 00577473)
UnitPrice
$150 per person per day
Quantity
20
Amount
$3,000
Additional Students
$150 per person per day
0
$0
Field Reference cards
Memory Recall Bracelet and sticker
Handout Reference Material
Get Safe pen
Total trainings
1
$3,000
(714) 834-0050 1 www.GETSAFEUSA.com I info@getsafeusa.com
15032 Red Hill Ave. Suite E I Tustin, CA 92780
Comments:
GETSAFE
TRAINING • EDUCATION • EMPOWERMENT
Total ' $3,000
Pricing includes all associated training, travel, labor
mount Due 2
and materials for up to 20 students per course.
before exteI
Additional students will incur costs of $150/person/8-
Remaining 'al;
hour day, which also includes all training materials.
after training
Quote amount subject to change, dependent on Gra d Total
total number of students in attendance. ,- $3,000.00
Prepared By: Stuart Haskin Executive Director stuart@getsafeusa.com 714-834-0050
New Title E-mnil Phone
(714) 834-0050 1 www.GETSAFEUSA.com I infoRaeetsafeusa.com
15032 Red Hill Ave. Suite E I Tustin, CA 92780