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HomeMy WebLinkAboutORANGE, COUNTY OF - HEALTH CARE AGENCY - 2005 CQ,py A-2005-248 CAST SERVICES AGREEMENT TillS AGREEMENT, made and entered into this 1st day of November 2005 by and between County of Orange Health Care Agency (hereinafter "COUNTY"), and the City of Santa Ana (hereinafter "City"). RECITALS A. The City desires to retain services from organizations having special skill and knowledge in the field of providing medical exams of alleged sexual assault victims. B. COUNTY represents that COUNTY is able and willing to provide such services to the City. C. In undertaking the performance of this Agreement, COUNTY represents that it is knowledgeable in its field and that any services performed by COUNTY 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 COUNTY shall perform those services as set forth in Exhibit A to this Agreement. 2. COMPENSATION a. City agrees to pay, and COUNTY agrees to accept as total payment for its services, the rates and charges identified in Exhibit A. The total sum to be expended under this Agreement shall not exceed $20,000.00 per fiscal year during the term of this Agreement. b. Payment by City shall be made within thirty (30) 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 November 1, 2005 and continue for additional one- yearterms, from November 1 through October 31, until cancelled by either party by giving the other party written notice of election not to continue the Agreement. Said notice shall be delivered not less than sixty (60) days prior to the end of the then current term. Page 1 of 7 4. INDEPENDENT CONTRACTOR COUNTY shall, during the entire term of this Agreement, be construed to be a 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 COUNTY performs the services which are the subject matter of this Agreement; however, the services to be provided by COUNTY shall be provided in a manner consistent with all applicable standards and regulations governing such services. COUNTY 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, COUNTY shall maintain insurance as described below: COUNTY is self-insured for its general liability, motor vehicle liability, and workers compensation. COUNTY shall provide City with evidence of its self insurance coverages, which shall provide for not less than thirty (30) days notice of cancellation to City. COUNTY shall promptly notify City of any cancellation, reduction, or other material change in the amount or scope of any coverage required hereunder. City is self-insured for its general liability, motor vehicle liability, and workers compensation. City shall provide County with evidence of its self insurance coverages, which shall provide for not less than thirty (30) days notice of cancellation to COUNTY. City shall promptly notify COUNTY of any cancellation, reduction, or other material change in the amount or scope of any coverage required hereunder. 6. INDEMNIFICATION COUNTY agrees to and shall indemnify and hold harmless the City, its elected and appointed officers, agents, employees, consultants, special counsel and representatives from liability for any claims, demands or liability of any kind or nature, including but not limited to personal injury or property damage, arising from or related to the services or other performance provided by COUNTY pursuant to this Agreement. City agrees to indemnify and hold harmless COUNTY, its elected and appointed officials, officers and employees, agents and those special districts and agencies which COUNTY'S Board of Supervisors acts as governing Board ("COUNTY INDEMNITIES") from liability for any claims, demands or liability of any kind or nature, including but not limited to personal injury or property damage, arising from or related to the services or other performance provided by City pursuant to this Agreement. If judgment is entered against City and COUNTY by a court of competent jurisdiction because of the concurrent active negligence of COUNTY or COUNTY INDEMNITIES, City Page 2 of 7 and COUNTY agree that liability will be apportioned as determined by the court. Neither party shall request a jury apportionment. 7. CONFIDENTIALITY If COUNTY receives from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, COUNTY 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 COUNTY disclosed in a publicly available source; (c) is in rightful possession of the COUNTY without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the COUNTY without reference to information disclosed by the City. 8. CONFLICT OF INTEREST CLAUSE COUNTY 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. 9. 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 telefacsimile 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 telefacsimile (714) 647-6956 With courtesy copies to: Chief of Police City of Santa Ana 60 Civic Center Plaza (M-97) Page 3 of 7 P.O. Box 1988 Santa Ana, California 92702 telefacsimile (714) 245-8007 and City Attorney City of Santa Ana 20 Civic Center Plaza (M-29) P.O. Box 1988 Santa Ana, California 92702 telefacsimile (714) 647-6515 To COUNTY: Health Care Agency - County of Orange 405 W. Fifth Street, Suite 700 Santa Ana, CA 92701 Attn: Melissa Tober A party may change its address by giving notice in writing to the other party. Thereafter, any notice, tender, demand, delivery, or other communication shall be addressed and transmitted to the new address. If sent by mail, any notice, tender, demand, delivery, or other 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 telefacsimile, any notice, tender, demand, delivery, or other 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. 10. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and COUNTY, 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 COUNTY. 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 COUNTY 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 party, which are not embodied herein. 11. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of COUNTY, COUNTY 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 Page 4 of 7 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 subject to this Agreement performed by City personnel or by other consultants retained by City. 12. TERMINATION This Agreement may be terminated by either party upon thirty (30) days written notice of termination. In such event, COUNTY shall be entitled to receive and the City shall pay COUNTY compensation for all services performed by COUNTY prior to receipt of such notice of termination. 13. DISCRIMINATION COUNTY 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. COUNTY affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 14. 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. 15. PROFESSIONAL LICENSES COUNTY 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. 16. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature hereinbelow 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. c. This Agreement may be amended to include an updated fee schedule, as referenced in Exhibit A. PageS of 7 c. This Agreement may be amended to include an updated fee schedule, as referenced in Exhibit A. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. CITY OF SANTA ANA ORANGE COUNTY HEALTH CARE AGENCY (li!PcL-- DAVIDN. AM City Manager JULIETTE A. POULSON, MN, RN Health Care Agency Director ATTEST: (\~~ b--FATRICIAE. HEALY Clerk of the Council APPROVED AS TO FORM: APPROVED AS TO FORM: ~~~^- MARTJN Deputy County Counsel County of Orange 'i...27,O~ JOSEPH W. FLETCHER City Attorney By:o{~a~ Laura Sheedy . Assistant City Attorney Page 6 of 7 EXIDBIT A SCOPE OF SERVICES The Orange County Health Care Agency, Child Abuse Services Team, will perform Alleged Sexual Assault Victim (ASA V) exams for juveniles who are suspected of being abused. Each such exam will be pre-authorized by an agent of the City. COMPENSA nON City shall pay, and COUNTY shall accept, as full payment for its services . $575.00 per ASA V Exam performed between November 1, 2005 and June 30, 2006 . $650.00 per ASA V Exam performed between July 1, 2006 and June 30, 2007 . Subsequent fee levels will be based on the Board approved CAST Medical Exam Fee. Page 7 of 7