HomeMy WebLinkAboutMEDICAL & SAFETY, INC. (2)INSURANCE NOT ON FILE N-2022-264
WORK MAY NOTPROCEED
CLERK OF COUNCIL
DATE:
jLCSgpl U) AGREEMENT WITH MEDICAL & SAFETY, INC., TO PROVIDE STANDBY
EMERGENCY MEDICAL SERVICES AT CITY'S 2022 FIESTAS PATRIAS EVENT
THIS AGREEMENT is made and entered into this �U day of September, 2022, by and between
Medical & Safety, Inc., a California corporation ("Contractor"), 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
0
uO A. The City desires to retain a contractor to provide standby emergency medical
services at the City's 2022 Fiestas Patrias event.
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B. Contractor represents that Contractor is able and willing to provide such services to
the City.
C. In undertaking the performance of this Agreement, Contractor represents that it is
knowledgeable in its field and that any services performed by Contractor under this
Agreement will be performed in compliance with such standards as may reasonably
be expected.
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. Contractor shall provide no less than four (4) emergency medical technicians
(EMTs) per day to conduct standby emergency medical services needed for the
City's Fiestas Patrias event ("Event") September 17-18, 2022.
b. All EMTs assigned to provide services pursuant to this Agreement shall be
certified and registered with the appropriate authorities to practice pre -hospital,
emergency medical care in the State of California.
C. Standby emergency medical services will be provided for the duration of the
Event.
e. Contractor shall provide a medical cart and all medical supplies.
f. Contractor shall provide a safety plan to the City's Parks, Recreation and
Community Services Department within forty-eight (48) hours of the Event.
2. COMPENSATION
a. City agrees to pay, and Contractor agrees to accept as total payment for its services
for City, the rates and charges identified in Exhibit A, attached hereto and
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incorporated by reference. The total compensation authorized by this Agreement
shall not exceed Two Thousand, Nine Hundred Eighty -Eight Dollars and Zero
Cents ($2,988.00).
b. Payment by City shall be made within. forty-five (45) days following receipt of
proper invoice evidencing work performed, subject to City accounting procedures..
c. Payment need not be made for work that fails to meet the standards of performance
set forth in the Recitals and Scope of Work, which may reasonably be expected by
City.
3. TERM
This Agreement shall commence on the date first written above and terminate on December
31, 2022, unless terminated earlier in accordance with Section 17, below.
4. INDEPENDENT CONTRACTOR
Contractor 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 Contractor
performs the services which are the subject matter of this Agreement; however, the services to be
provided by Contractor shall be provided in a manner consistent with all applicable standards and
regulations governing such services. Contractor 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
Contractor shall procure and maintain for the duration of the contract insurance against
claims for injuries to persons or damages to property which may arise from or in connection with
the performance of the work hereunder and the results of that work by the Contractor, his agents,
representatives, employees or subcontractors.
a. Minimum Scope and Limit of Insurance:
1. Commercial General Liability Insurance. Contractor shall maintain commercial
general liability insurance, utilizing Insurance Services Office Form CG 00 01
covering COL on an "occurrence" basis, including products and completed
operations, property damage, bodily injury and personal & advertising injury with
limits no less than $1,000,000 per occurrence. If a general aggregate limit applies,
either the general aggregate limit shall apply separately to this projecVlocation (ISO
CG 25 03 or 25 04) or the general aggregate limit shall be twice the required
occurrence limit
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2. Automobile Liability. ISO Form Number CA 00 01 covering any auto (Code 1),
or if Contractor has no owned autos, hired, (Code 8) and non -owned autos (Code
9), with limit no less than $1,000,000 per accident for bodily injury and property
damage.
3. Worker's Compensation Insurance. as required by the State of California, with
Statutory Limits, and Employer's Liability Insurance with limit of no less than
$1,000,000 per accident for bodily injury or disease.
4. Professional Liability (Errors and Omissions). Insurance appropriate to the
Contractor's profession, with a limit no less than $1,000,000 per occurrence or
claim, $2,000,000 aggregate.
5. Broader Coverage. If the Contractor maintains broader coverage and/or higher
limits than the minimums shown above, the City requires and shall be entitled to
the broader coverage and/or the higher limits maintained by the Contractor. Any
available insurance proceeds In excess of the specified minimum limits of insurance
and coverage shall be available to the City.
b. other Insurance Provisions
1. Additional Insured Status. The City, its officers, officials, employees, and
volunteers are to be covered as additional insureds on the CGL policy with respect
to liability arising out of work or operations performed by or on behalf of the
Contractor including materials, parts, or equipment furnished in counectionwith
such work or operations. General liability coverage can be provided in the form of
an endorsement to the Contractor's insurance (at least as broad as ISO Form CO 20
10 1185 or if not available, through the addition of both CG 2010, CG 20 26, CG
20 33, or CG 20 38; and CG 2037 if a later edition is used).
2. Primary Coverage. For any claims related to this contract, the Contractor's
insurance coverage shall be primary coverage at least as bread as ISO CG 20 0104
13 as respects the City, its officers, officials, employees, and volunteers. Any
insurance or self-insurance maintained by the City, its officers,officials, employees,
or volunteers shall be excess of the Contractor's insurance and shall not contribute
with it.
3. Notice of Cancellation. Each insurance policy required above shall provide that
coverage shall not be canceled, except with notice to the City.
4. Waiver of Subrogation. Contractor hereby grants to City a waiver of any right to
subrogation that any insurer of said Contractor may acquire against the City by
virtue of the payment of any loss under such insurance. Contractor agrees to obtain
any endorsement that may be necessary to affect this waiver of subrogation, but this
provision applies regardless of whether or not the City has received a waiver of
subrogation endorsement from the insurer.
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5. Self -Insured Retentions. Self -insured retentions must be declared to and approved
bythe City. The City may require the Contractor to purchase coverage with a lower
retention or provide proof of ability to pay losses and related investigations, claim
administration, and defense expenses within the retention. The policy language
shall provide, or be endorsed to provide, that the self -insured retention may be
satisfied by either the named insured or City.
6. Acceptability of Insurers. Insurance is to be placed with insurers authorized to
conduct business in the state with a current A.M. Best's rating of no less than
A:VII, unless otherwise acceptable to the City.
7. Verification of Coverage. Contractor shall famish the City with original
Certificates of Insurance including all required amendatoryendorsements (or copies
of the applicable policy language effecting coverage requiredby this clause) and a
copy of the Declarations and Endorsement Page of the CGL policy listing all policy
endorsements to City before work begins. However, failure to obtain the required
documents prior to the work beginning shall not waive the Contractor's obligation to
provide them.
The City reserves the right to require complete, certified copies of all required
insurance policies,including endorsements required by these specifications, at any
time,
8. Special Risks or Circumstances. City reserves the right to modify these
requirements, including limits, based on the nature of the risk, prior experience,
insurer, coverage, or other special circumstances.
6. INDEN NITICATION
Contractor agrees to defend, 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 Contractor or its 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 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 Contractor 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 terns of, or effects arising from this Agreement. City
may make all reasonable decisions with respect to its representation in any legal proceeding.
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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 of, pertain to, or relate to the negligence, recldessness, or willful
misconduct of the Contractor.
7. RECORDS
Contractor shall keep records and invoices in connection with the work to be performed
under this Agreement. Contractor 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 Contractor under this Agreement. All such records and
invoices shall be clearly identifiable. Contractor 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. Contractor 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 Contractor under this Agreement.
8. CONFIDENTIALITY
If Contractor receives from the City information which due to the nature of such
information is reasonably understood to be confidential and/or proprietary, Contractor 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
Contractor disclosed in a publicly available source; (c) is in rightful possession of the Contractor
without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e)
is independently developed by the Contractor without reference to information disclosed by the
City.
9. CONFLICT OF INTEREST CLAUSE
Contractor covenants that it presently has no interest and shall not have interests, direct or
indirect, which would conflict in any manner with performance of services specified under this
Agreement.
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
fast class or certified mail, postage prepaid, or sent by fax or other telegraphic communication in
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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
With copy to: Executive Director
Parks, Recreation, and Community Services Agency
City of Santa Ana
20 Civic Center Plaza (M-23)
P.O. Box 1988
Santa Ana, California 92702
To Contractor: Medical & Safety, Inc.
18281 Mt. Baldy Circle
Fountain Valley, CA 92708
camsmi aol.som
714-963-4446
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
timeframes, 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
Contractor 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. 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 anypurchase order or other instrument
that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or
obligate Contractor 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 are not embodied herein.
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12. ASSIGNMENT
Inasmuch as this Agreement is intended to secure the specialized services of Contractor,
Contractor 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 that are the subject to this
Agreement performed by City personnel or by other consultants retained by City.
13. 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.
14. TERMINATION
This Agreement may be terminated by the City upon three (3) days written notice of
termination. In such event, Contractor shall be entitled to receive and the City shall pay Contractor
compensation for all services performed by Contractor prior to receipt of such notice of
termination, except that payment need not be made for work that fails to meet the standard of
performance specked in the Recitals of this Agreement.
15, NON-DISCRINIINATION
Contractor shall not discriminate because of race, color, creed, religion, sex, marital status,
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. Contractor affirms that it is an equal opportunity employer and shall comply with all
applicable federal, state and local laws and regulations.
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.
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N-2022-264
17. PROFESSIONAL LICENSES
Contractor shall, throughout the tern 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. Contractor 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. 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. Contractor represents and warrants that it is in compliance and will maintain
compliance with all applicable laws and will maintain any required license.
C. All exhibits referenced herein and attached hereto shall be incorporated as if fully
set forth in the body of this Agreement.
d. In the event of any conflict or inconsistency between the terms and conditions in
this Agreement and any terms or conditions set forth in any Exhibit, purchase
order, or other document relating to the transactions contemplated by this
Agreement, the terms and conditions set forth in this Agreement shall prevail.
e. This Agreement is the final and complete agreement and any prior or
contemporaneous agreement(s) for similar services between the parties is
superseded by this Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first
above written.
ATTEST: CITY OF SANTA ANA
•j
Kristine Ridge
f' -Clerk of the Council City Manager
[signatures continue on the nextpage]
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APPROVED AS TO FORM
SONIA R. CARVALHO
City Attorney
i
:nd.n Salvatierra
Deputy City Attorney
FM
CONTRACTOR
Name:
Title: Qres;6+.+ Mtt
Parks, Recreation, and Community Services Agency
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EXHIBIT A
MS1*
MEDICAL & SAFETY, IYw.
18281 Mt. Baldy Circle
Fountain Valley, CA
92708
Name / Address
City of Santa Ana
20 Civic Center Plaza
Santa Ana, CA 92701
Date
Quote #
8/31/20Z2
MSI22-008
Vender # Terms
MEDSAF NBT10
Date
Item
Description
Rate
Hours
Total
9/17/2022
EMT
CITY OF SANTA ANA -FIESTA PATRIAS
32.00
11
352.00
2022
EMT
CITY OF SANTA ANA - FIESTA PATRIAS
32.00
it
352.00
2022
EMT
CITY OF SANTA ANA - FIESTA PATRIAS
32.00
11
3S2.00
2022
EMT
CITY OF SANTA ANA - FIESTA PATRIAS
32.00
it
352.00
2022
9/18/2022
EMT
CITY OF SANTA ANA -FIESTA PATRIAS
3100
10
320.00
2022
EMT
CITY OF SANTA ANA - FIESTA PATRIAS
32.00
10
320.00
2022
EMT
CITY OF SANTA ANA -FIESTA PATRIAS
32.00
10
320.00
2022
EMT
CITY OF SANTA ANA - FIESTA PATRIAS
32.00
10
320.00
2022
MEDCART
USEAGE OF MEDICAL CART
300.00
300.00
PRICE INCLUDES MEDICAL SUPPLIES, AND
MEDICAL STATION
Total $2,988.00
Phone #
Fax #
E-mail
714-963-4446
714-963-4480
camsmi@aoi.com