HomeMy WebLinkAboutC-5867 - On-Call PSA for Emergency Medical Services (EMS) Nurse Educator Training ServicesAMENDMENT NO. ONE TO
ON-CALL PROFESSIONAL SERVICES AGREEMENT
WITH TAMMY VALENCIA FOR EMERGENCY
MEDICAL SERVICES (EMS) NURSE EDUCATOR TRAINING SERVICES
THIS AMENDMENT NO. ONE TO ON-CALL PROFESSIONAL SERVICES
AGREEMENT ("Amendment No. One") is made and entered into as of this 28th day of
September, 2015 ("Effective Date'), by and between the CITY OF NEWPORT BEACH,
a California municipal corporation and charter city ("City"), and TAMMY VALENCIA, an
individual ("Contractor"), whose address is 23412 Pacific Park Drive, Unit 20H, Aliso
Viejo, CA 92656, and is made with reference to the following:
RECITALS
A. On June 3, 2014, City and Contractor entered into a Professional Services
Agreement ("Agreement') for Emergency Medical Services (EMS) Nurse
Educator Training Services ("Project').
B. The parties desire to enter into this Amendment No. One to modify
compensation.
NOW, THEREFORE, it is mutually agreed by and between the undersigned
parties as follows:
1. COMPENSATION TO CONTRACTOR
Exhibit B of the Agreement is amended in its entirety and replaced with Exhibit B-
1, attached hereto and incorporated herein by reference.
2. INTEGRATED CONTRACT
Except as Expressly modified herein, all other provisions, terms, and covenants
set forth in the Agreement shall remain unchanged and shall be in full force and effect.
[SIGNATURES ON NEXT PAGE]
IN WITNESS WHEREOF, the parties have caused this Amendment No. One to
be executed on the: dates written below.
APPROVED AS TO FORM:
CITY ATTO N Y'S OFFICE
Date: O( I i ,
By: D y q ------------
Aaron
--- --Aaron C. Harp
City Attorney
ATTEST: to q" f' J
Date: ,
By: OQ6�i--
Ledani I. Brow
City Clerk �.y/P0R)'
%m
CITY OF NEWPORT BEACH,
a California munici rporation
Date: OCT 0 �Jg
By:
Scott Poster
Fire Chief
CONTRACTOR: Tammy
individual
Date:
.�'
By: C- - ca
Tammy Valencia
[END OF SIGNATURES]
Attachments: Exhibit B-1 - Schedule of Billing Rates
Valencia, an
Tammy Valencia Page 2
EXHIBIT B-1
SCHEDULE OF BILLING RATES
Contractor shall provide the training services described in Exhibit A and be
compensated in the amount of Fifty Dollars and 00/00 ($50.00), per training hour.
For purposes of this agreement, a "training hour' shall be defined as sixty (60) minutes
of actual training time, excluding lunch breaks and other breaks. Lunches and breaks
shall be determined and mutually agreed upon by the City and Contractor.
Compensation for mileage in accordance with the IRS Standard Mileage Rates for intra -
facility travel (City Hall, Fire Stations, and other approved locations) when traveling in
fulfillment of approved training services. As with the hourly services, mileage submitted
on invoices shall clearly identify date, quantity and rate. Mileage to and from home shall
not be reimbursed.
Tammy Valencia Page B-1
ON-CALL PROFESSIONAL SERVICES AGREEMENT
WITH TAMMY VALENCIA FOR
EMERGENCY MEDICAL SERVICES (EMS) NURSE EDUCATOR TRAINING
SERVICES
THIS ON-CALL PROFESSIONAL SERVICES AGREEMENT ("Agreement") is
made and entered into as of this 3rd day of June, 2014 ("Effective Date"), by and
between the CITY OF NEWPORT BEACH, a California municipal corporation and
charter city ("City"), and TAMMY VALENCIA, an individual ("Contractor'), whose
address is 23412 Pacific Park Drive, Unit 20H, Aliso Viejo, CA 92656, and is made with
reference to the following:
RECITALS
A. City is a municipal corporation duly organized and validly existing under the laws
of the State of California with the power to carry on its business as it is now being
conducted under the statutes of the State of California and the Charter of City.
B. City desires to engage Contractor to Emergency Medical Services (EMS) Nurse
Educator Training Services ("Project").
C. Contractor possesses the skill, experience, ability, background, certification and
knowledge to provide the professional services described in this Agreement.
D. City has solicited and received a proposal from Contractor, has reviewed the
previous experience and evaluated the expertise of Contractor, and desires to
retain Contractor to render professional services under the terms and conditions
set forth in this Agreement.
NOW, THEREFORE, it is mutually agreed by and between the undersigned
parties as follows:
TERM
The term of this Agreement shall commence on the Effective Date, and shall
terminate on May 31, 2016, unless terminated earlier as set forth herein.
2. SERVICES TO BE PERFORMED
2.1 Contractor shall perform the on-call services described in the Scope of
Services attached hereto as Exhibit A and incorporated herein by reference ("Services"
or 'Work"). Upon written request from the Project Administrator as defined herein,
Contractor shall provide a letter proposal for Services requested by the City (hereinafter
referred to as the "Letter Proposal"). The Letter Proposal shall include the following:
2.1.1 A detailed description of the Services to be provided;
2.1.2 The position of each person to be assigned to perform the
Services, and the name of the individuals to be assigned, if available;
and
2.1.3 The estimated number of hours and cost to complete the Services;
2.1.4 The time needed to finish the specific project.
2.2 No Services shall be provided until the Project Administrator has provided
written acceptance of the Letter Proposal. Once authorized to proceed, Contractor shall
diligently perform the duties in the approved Letter Proposal.
3. TIME OF PERFORMANCE
3.1 Time is of the essence in the performance of Services under this
Agreement and Contractor shall perform the Services in accordance with the schedule
included in Exhibit A and the Letter Proposal. In the absence of a specific schedule, the
Services shall be performed to completion in a diligent and timely manner. The failure
by Contractor to strictly adhere to the schedule set forth in Exhibit A and the Letter
Proposal, if any, or perform the Services in a diligent and timely manner may result in
termination of this Agreement by City.
3.2 Notwithstanding the foregoing, Contractor shall not be responsible for
delays due to causes beyond Contractor's reasonable control. However, in the case of
any such delay in the Services to be provided for the Project, each party hereby agrees
to provide notice within two (2) calendar days of the occurrence causing the delay to the
other party so that all delays can be addressed.
3.3 Contractor shall submit all requests for extensions of time for performance
in writing to the Project Administrator as defined herein not later than ten (10) calendar
days after the start of the condition that purportedly causes a delay. The Project
Administrator shall review all such requests and may grant reasonable time extensions
for unforeseeable delays that are beyond Contractor's control.
3.4 For all time periods not specifically set forth herein, Contractor shall
respond in the most expedient and appropriate manner under the circumstances, by
hand -delivery or mail.
4. COMPENSATION TO CONTRACTOR
4.1 City shall pay Contractor for the Services on a time and expense not -to -
exceed basis in accordance with the provisions
and the Schedule of Billing Rates attached here
by reference. Contractor's compensation for all
Agreement, including all reimbursable items ar
Fifty Thousand Dollars and 00/100 ($50,000
from City. No billing rate changes shall be m
without the prior written approval of City.
of this Section and the Letter Proposal
to as Exhibit B and incorporated herein
Nork performed in accordance with this
1 subcontractor fees, shall not exceed
00), without prior written authorization
ide during the term of this Agreement
Tammy Valencia Page 2
4.2 Contractor shall submit monthly invoices to City describing the Work
performed the preceding month. Contractor's bills shall include the name of the person
who performed the Work, a brief description of the Services performed and/or the
specific task in the Scope of Services to which it relates, the date the Services were
performed, the number of hours spent on all Work billed on an hourly basis, and a
description of any reimbursable expenditures. City shall pay Contractor no later than
thirty (30) calendar days after approval of the monthly invoice by City staff.
4.3 City shall reimburse Contractor only for those costs or expenses
specifically identified in Exhibit B to this Agreement and the Letter Proposal or
specifically approved in writing in advance by City.
4.4 Contractor shall not receive any compensation for Extra Work performed
without the prior written authorization of City. As used herein, "Extra Work" means any
Work that is determined by City to be necessary for the proper completion of the
Project, but which is not included within the Scope of Services and which the parties did
not reasonably anticipate would be necessary at the execution of this Agreement.
Compensation for any authorized Extra Work shall be paid in accordance with the
Schedule of Billing Rates as set forth in Exhibit B and the Letter Proposal.
5. PROJECT MANAGER
5.1 Contractor shall designate a Project Manager, who shall coordinate all
phases of the Project. This Project Manager shall be available to City at all reasonable
times during the Agreement term. Contractor has designated Tammy Valencia to be its
Project Manager. Contractor shall not remove or reassign the Project Manager or any
personnel listed in Exhibit A or assign any new or replacement personnel to the Project
without the prior written consent of City. City's approval shall not be unreasonably
withheld with respect to the removal or assignment of non -key personnel.
5.2 Contractor, at the sole discretion of City, shall remove from the Project any
of its personnel assigned to the performance of Services upon written request of City.
Contractor warrants that it will continuously furnish the necessary personnel to complete
the Project on a timely basis as contemplated by this Agreement.
5.3 If Contractor is performing inspection services for City, the Project
Manager and any other assigned staff shall be equipped with a cellular phone to
communicate with City staff. The Project Manager's cellular phone number shall be
provided to City.
6. ADMINISTRATION
This Agreement will be administered by the Fire Department. City's EMS
Manager or designee shall be the Project Administrator and shall have the authority to
act for City under this Agreement. The Project Administrator shall represent City in all
matters pertaining to the Services to be rendered pursuant to this Agreement.
Tammy Valencia Page 3
7. CITY'S RESPONSIBILITIES
To assist Contractor in the execution of its responsibilities under this Agreement,
City agrees to provide access to and upon request of Contractor, one copy of all
existing relevant information on file at City. City will provide all such materials in a
timely manner so as not to cause delays in Contractor's Work schedule.
8. STANDARD OF CARE
8.1 All of the Services shall be performed by Contractor or under Contractor's
supervision. Contractor represents that it possesses the professional and technical
personnel required to perform the Services required by this Agreement, and that it will
perform all Services in a manner commensurate with the highest professional
standards. For purposes of this Agreement, the phrase "highest professional
standards" shall mean those standards of practice recognized by one (1) or more first-
class firms performing similar work under similar circumstances.
8.2 All Services shall be performed by qualified and experienced personnel
who are not employed by City. By delivery of completed Work, Contractor certifies that
the Work conforms to the requirements of this Agreement, all applicable federal, state
and local laws, and the highest professional standard.
8.3 Contractor represents and warrants to City that it has, shall obtain, and
shall keep in full force and effect during the term hereof, at its sole cost and expense, all
licenses, permits, qualifications, insurance and approvals of whatsoever nature that is
legally required of Contractor to practice its profession. Contractor shall maintain a City
of Newport Beach business license during the term of this Agreement.
8.4 Contractor shall not be responsible for delay, nor shall Contractor be
responsible for damages or be in default or deemed to be in default by reason of strikes,
lockouts, accidents, acts of God, or the failure of City to furnish timely information or to
approve or disapprove Contractor's Work promptly, or delay or faulty performance by
City, contractors, or governmental agencies.
9. HOLD HARMLESS
9.1 To the fullest extent permitted by law, Contractor shall indemnify, defend
and hold harmless City, its City Council, boards and commissions, officers, agents,
volunteers and employees (collectively, the "Indemnified Parties") from and against any
and all claims (including, without limitation, claims for bodily injury, death or damage to
property), demands, obligations, damages, actions, causes of action, suits, losses,
judgments, fines, penalties, liabilities, costs and expenses (including, without limitation,
attorneys' fees, disbursements and court costs) of every kind and nature whatsoever
(individually, a Claim; collectively, "Claims"), which may arise from or in any manner
relate (directly or indirectly) to any breach of the terms and conditions of this
Agreement, any Work performed or Services provided under this Agreement including,
without limitation, defects in workmanship or materials or Contractor's presence or
activities conducted on the Project (including the negligent, reckless, and/or willful acts,
Tammy Valencia Page 4
errors and/or omissions of Contractor, its principals, officers, agents, employees,
vendors, suppliers, Contractors, subcontractors, anyone employed directly or indirectly
by any of them or for whose acts they may be liable, or any or all of them).
9.2 Notwithstanding the foregoing, nothing herein shall be construed to
require Contractor to indemnify the Indemnified Parties from any Claim arising from the
sole negligence or willful misconduct of the Indemnified Parties. Nothing in this
indemnity shall be construed as authorizing any award of attorneys' fees in any action
on or to enforce the terms of this Agreement. This indemnity shall apply to all claims
and liability regardless of whether any insurance policies are applicable. The policy
limits do not act as a limitation upon the amount of indemnification to be provided by
Contractor.
10. INDEPENDENT CONTRACTOR
It is understood that City retains Contractor on an independent contractor basis
and Contractor is not an agent or employee of City. The manner and means of
conducting the Work are under the control of Contractor, except to the extent they are
limited by statute, rule or regulation and the expressed terms of this Agreement. No
civil service status or other right of employment shall accrue to Contractor or its
employees. Nothing in this Agreement shall be deemed to constitute approval for
Contractor or any of Contractor's employees or agents, to be the agents or employees
of City. Contractor shall have the responsibility for and control over the means of
performing the Work, provided that Contractor is in compliance with the terms of this
Agreement. Anything in this Agreement that may appear to give City the right to direct
Contractor as to the details of the performance of the Work or to exercise a measure of
control over Contractor shall mean only that Contractor shall follow the desires of City
with respect to the results of the Services.
11. COOPERATION
Contractor agrees to work closely and cooperate fully with City's designated
Project Administrator and any other agencies that may have jurisdiction or interest in the
Work to be performed. City agrees to cooperate with the Contractor on the Project.
12. CITY POLICY
Contractor shall discuss and review all matters relating to policy and Project
direction with City's Project Administrator in advance of all critical decision points in
order to ensure the Project proceeds in a manner consistent with City goals and
policies.
13. PROGRESS
Contractor is responsible for keeping the Project Administrator informed on a
regular basis regarding the status and progress of the Project, activities performed and
planned, and any meetings that have been scheduled or are desired.
Tammy Valencia Page 5
14. INSURANCE
Without limiting Contractor's indemnification of City, and prior to commencement
of Work, Contractor shall obtain, provide and maintain at its own expense during the
term of this Agreement or for other periods as specified in this Agreement, policies of
insurance of the type, amounts, terms and conditions described in the Insurance
Requirements attached hereto as Exhibit C, and incorporated herein by reference.
15. PROHIBITION AGAINST ASSIGNMENTS AND TRANSFERS
Except as specifically authorized under this Agreement, the Services to be
provided under this Agreement shall not be assigned, transferred contracted or
subcontracted out without the prior written approval of City. Any of the following shall
be construed as an assignment: The sale, assignment, transfer or other disposition of
any of the issued and outstanding capital stock of Contractor, or of the interest of any
general partner or joint venturer or syndicate member or cotenant if Contractor is a
partnership or joint -venture or syndicate or co -tenancy, which shall result in changing
the control of Contractor. Control means fifty percent (50%) or more of the voting power
or twenty-five percent (25%) or more of the assets of the corporation, partnership or
joint -venture.
16. SUBCONTRACTING
The subcontractors authorized by City, if any, to perform Work on this Project are
identified in Exhibit A and the Letter Proposal. Contractor shall be fully responsible to
City for all acts and omissions of any subcontractor. Nothing in this Agreement shall
create any contractual relationship between City and any subcontractor nor shall it
create any obligation on the part of City to pay or to see to the payment of any monies
due to any such subcontractor other than as otherwise required by law. City is an
intended beneficiary of any Work performed by the subcontractor for purposes of
establishing a duty of care between the subcontractor and City. Except as specifically
authorized herein, the Services to be provided under this Agreement shall not be
otherwise assigned, transferred, contracted or subcontracted out without the prior
written approval of City.
17. OWNERSHIP OF DOCUMENTS
17.1 Each and every report, draft, map, record, plan, document and other
writing produced, including but not limited to, websites, blogs, social media accounts
and applications (hereinafter "Documents"), prepared or caused to be prepared by
Contractor, its officers, employees, agents and subcontractors, in the course of
implementing this Agreement, shall become the exclusive property of City, and City
shall have the sole right to use such materials in its discretion without further
compensation to Contractor or any other party. Additionally, all material posted in
cyberspace by Contractor, its officers, employees, agents and subcontractors, in the
course of implementing this Agreement, shall become the exclusive property of City,
and City shall have the sole right to use such materials in its discretion without further
L
Tammy Valencia Page 6
compensation to Contractor or any other party. Contractor shall, at Contractor's
expense, provide such Documents, including all logins and password information to City
upon prior written request.
17.2 Documents, including drawings and specifications, prepared by Contractor
pursuant to this Agreement are not intended or represented to be suitable for reuse by
City or others on any other project. Any use of completed Documents for other projects
and any use of incomplete Documents without specific written authorization from
Contractor will be at City's sole risk and without liability to Contractor. Further, any and
all liability arising out of changes made to Contractor's deliverables under this
Agreement by City or persons other than Contractor is waived against Contractor, and
City assumes full responsibility for such changes unless City has given Contractor prior
notice and has received from Contractor written consent for such changes.
17.3 All written documents shall be transmitted to City in formats compatible
with Microsoft Office and/or viewable with Adobe Acrobat.
18. CONFIDENTIALITY
All Documents, including drafts, preliminary drawings or plans, notes and
communications that result from the Services in this Agreement, shall be kept
confidential unless City expressly authorizes in writing the release of information.
19. INTELLECTUAL PROPERTY INDEMNITY
Contractor shall defend and indemnify City, its agents, officers, representatives
and employees against any and all liability, including costs, for infringement or alleged
infringement of any United States' letters patent, trademark, or copyright, including
costs, contained in Contractor's Documents provided under this Agreement.
20. RECORDS
Contractor shall keep records and invoices in connection with the Services 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 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 City to examine, audit and make
transcripts or copies of such records and invoices during regular business hours.
Contractor shall allow inspection of all Work, data, Documents, proceedings and
activities related to the Agreement for a period of three (3) years from the date of final
payment to Contractor under this Agreement.
21. WITHHOLDINGS
City may withhold payment to Contractor of any disputed sums until satisfaction
of the dispute with respect to such payment. Such withholding shall not be deemed to
Tammy Valencia Page 7
constitute a failure to pay according to the terms of this Agreement. Contractor shall not
discontinue Work as a result of such withholding. Contractor shall have an immediate
right to appeal to the City Manager or designee with respect to such disputed sums.
Contractor shall be entitled to receive interest on any withheld sums at the rate of return
that City earned on its investments during the time period, from the date of withholding
of any amounts found to have been improperly withheld.
22. ERRORS AND OMISSIONS
In the event of errors or omissions that are due to the negligence or professional
inexperience of Contractor which result in expense to City greater than what would have
resulted if there were not errors or omissions in the Work accomplished by Contractor,
the additional design, construction and/or restoration expense shall be borne by
Contractor. Nothing in this Section is intended to limit City's rights under the law or any
other sections of this Agreement.
23. CITY'S RIGHT TO EMPLOY OTHER CONTRACTORS
City reserves the right to employ other Contractors in connection with the Project.
24. CONFLICTS OF INTEREST
24.1 Contractor or its employees may be subject to the provisions of the
California Political Reform Act of 1974 (the "Act"), which (1) requires such persons to
disclose any financial interest that may foreseeably be materially affected by the Work
performed under this Agreement, and (2) prohibits such persons from making, or
participating in making, decisions that will foreseeably financially affect such interest.
24.2 If subject to the Act, Contractor shall conform to all requirements of the
Act. Failure to do so constitutes a material breach and is grounds for immediate
termination of this Agreement by City. Contractor shall indemnify and hold harmless
City for any and all claims for damages resulting from Contractor's violation of this
Section.
25. NOTICES
25.1 All notices, demands, requests or approvals, including any change in
mailing address, to be given under the terms of this Agreement shall be given in writing,
and conclusively shall be deemed served when delivered personally, or on the third
business day after the deposit thereof in the United States mail, postage prepaid, first-
class mail, addressed as hereinafter provided.
25.2 All notices, demands, requests or approvals from Contractor to City shall
be addressed to City at:
Attn: Cathy Ord, EMS Manager
Fire Department
City of Newport Beach
Tammy Valencia Page 8
100 Civic Center Drive
PO Box 1768
Newport Beach, CA 92658
25.3 All notices, demands, requests or approvals from City to Contractor shall
be addressed to Contractor at:
Tammy Valencia
23412 Pacific Park Drive, Unit 20H
Aliso Viejo, CA 92656
26. CLAIMS
Unless a shorter time is specified elsewhere in this Agreement, before making its
final request for payment under this Agreement, Contractor shall submit to City, in
writing, all claims for compensation under or arising out of this Agreement.
Contractor's acceptance of the final payment shall constitute a waiver of all claims for
compensation under or arising out of this Agreement except those previously made in
writing and identified by Contractor in writing as unsettled at the time of its final request
for payment. Contractor and City expressly agree that in addition to any claims filing
requirements set forth in the Agreement, Contractor shall be required to file any claim
Contractor may have against City in strict conformance with the Government Claims Act
(Government Code sections 900 et seq.).
27. TERMINATION
27.1 In the event that either party fails or refuses to perform any of the
provisions of this Agreement at the time and in the manner required, that party shall be
deemed in default in the performance of this Agreement. If such default is not cured
within a period of two (2) calendar days, or if more than two (2) calendar days are
reasonably required to cure the default and the defaulting party fails to give adequate
assurance of due performance within two (2) calendar days after receipt of written
notice of default, specifying the nature of such default and the steps necessary to cure
such default, and thereafter diligently take steps to cure the default, the non -defaulting
party may terminate the Agreement forthwith by giving to the defaulting party written
notice thereof.
27.2 Notwithstanding the above provisions, City shall have the right, at its sole
and absolute discretion and without cause, of terminating this Agreement at any time by
giving no less than seven (7) calendar days' prior written notice to Contractor. In the
event of termination under this Section, City shall pay Contractor for Services
satisfactorily performed and costs incurred up to the effective date of termination for
which Contractor has not been previously paid. On the effective date of termination,
Contractor shall deliver to City all reports, Documents and other information developed
or accumulated in the performance of this Agreement, whether in draft or final form.
Tammy Valencia Page 9
28. STANDARD PROVISIONS
28.1 Recitals. City and Contractor acknowledge that the above Recitals are
true and correct and are hereby incorporated by reference into this Agreement.
28.2 Compliance with all Laws. Contractor shall, at its own cost and expense,
comply with all statutes, ordinances, regulations and requirements of all governmental
entities, including federal, state, county or municipal, whether now in force or hereinafter
enacted. In addition, all Work prepared by Contractor shall conform to applicable City,
county, state and federal laws, rules, regulations and permit requirements and be
subject to approval of the Project Administrator and City.
28.3 Waiver. A waiver by either party of any breach, of any term, covenant or
condition contained herein shall not be deemed to be a waiver of any subsequent
breach of the same or any other term, covenant or condition contained herein, whether
of the same or a different character.
28.4 Integrated Contract. This Agreement represents the full and complete
understanding of every kind or nature whatsoever between the parties hereto, and all
preliminary negotiations and agreements of whatsoever kind or nature are merged
herein. No verbal agreement or implied covenant shall be held to vary the provisions
herein.
28.5 Conflicts or Inconsistencies. In the event there are any conflicts or
inconsistencies between this Agreement and the Scope of Services or any other
attachments attached hereto, the terms of this Agreement shall govern.
28.6 Interpretation. The terms of this Agreement shall be construed in
accordance with the meaning of the language used and shall not be construed for or
against either party by reason of the authorship of the Agreement or any other rule of
construction which might otherwise apply.
28.7 Amendments. This Agreement may be modified or amended only by a
written document executed by both Contractor and City and approved as to form by the
City Attorney.
28.8 Severability. If any term or portion of this Agreement is held to be invalid,
illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining
provisions of this Agreement shall continue in full force and effect.
28.9 Controlling Law and Venue. The laws of the State of California shall
govern this Agreement and all matters relating to it and any action brought relating to
this Agreement shall be adjudicated in a court of competent jurisdiction in the County of
Orange, State of California.
28.10 Equal Opportunity Employment. Contractor represents that it is an equal
opportunity employer and it shall not discriminate against any subcontractor, employee
Tammy Valencia Page 10
or applicant for employment because of race, religion, color, national origin, handicap,
ancestry, sex, age or any other impermissible basis under law.
28.11 No Attorneys' Fees. In the event of any dispute or legal action arising
under this Agreement, the prevailing party shall not be entitled to attorneys' fees.
28.12 Counterparts. This Agreement may be executed in two (2) or more
counterparts, each of which shall be deemed an original and all of which together shall
constitute one (1) and the same instrument.
[SIGNATURES ON NEXT PAGE]
Tammy Valencia Page 11
IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed on the dates written below.
APPROVED AS TO FORM:
CITY ATTORNEY'S OFFICE
Date: 5 - 22-1g
By: 9ta"to&8 I (A (A A 1A(3
Aaron C. arp
City Attorney
ATTEST: b- 01
Date:
By:
i-
Leilani I. Brown
City Clerk
wr Crn..
I�1
11�
CITY OF NEWPORT BEACH,
a Californ'a ue0i al corporation
Date: ZY
By:
ott Poster
Fire Chief
CONTRACTOR: Tammy Valencia, an
individual
Date:
By:
Tammy Valencia
[END OF SIGNATURES]
Attachments: Exhibit A - Scope of Services
Exhibit B - Schedule of Billing Rates
Exhibit C - Insurance Requirements
Tammy Valencia Page 12
IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed on the dates written below.
APPROVED AS TO FORM:
CITY ATTORNEY'S OFFICE
Date: S - 22-iLl
By' l
Aaron C. arp
City Attorney
ATTEST:
Date:
Leilani 1. Brown
City Clerk
CITY OF NEWPORT BEACH,
a Californiamunic. al corporation
Date:.(&211, el —
Scott Poster
Fire Chief
CONTRACTOR: Tammy Valencia, an
individupi
Date:
Timmy Valencia
[END OF SIGNATURES]
Attachments: Exhibit A - Scope of Services
Exhibit B - Schedule of Billing Rates
Exhibit C - Insurance Requirements
EXHIBIT A
SCOPE OF SERVICES
As this is an on-call agreement, the City makes no guarantees to Contractor regarding
any minimum number of hours that Contractor shall be retained to provide training
services. Prior to the commencement of training, Contractor shall submit to the City the
training topic, a list of days encompassing each training course, the number of hours of
each training day and the total amount to be compensated. Training shall not
commence unless authorized by the City.
1. CONTRACTOR RESPONSIBILITIES/PROVISIONS
Contractor shall:
1.1 Develop and present Emergency Medical Services (EMS) -related education
programs and materials compliant with the City of Newport Beach Fire
Department's continuing education program and Orange County EMS Agency
policies and procedures.
1.1.1 Education programs and materials may be developed by the City and
Contractor will be relied upon to present said programs and
materials;
1.1.2 Contractor may be called upon by the City to develop education
programs and materials. In these instances the City must approve
any programs and materials before they are to be presented;
1.2 Participate in the provision of basic Emergency Medical Technician (EMT)
and paramedic training programs;
1.3 Assist in the development and implementation of Continuous Quality
Improvement (CQI) programs;
1.4 Participate in field observation ride-alongs for the purpose of education and
training needs analyses;
1.5 Establish classes and CQI service programs in accordance with schedules
approved by the City;
1.6 Shall be responsible for providing any and all necessary training equipment
and supplies. With authorization from the City, Contractor may utilize City -
owned equipment and supplies available at the designated training location.
Contractor shall not be reimbursed for the purchase of any equipment or
supplies; and
1.7 Training shall be conducted at a location designated by the City.
Tammy Valencia Page A-1
2. LICENSE AND CERTIFICATION REQUIREMENTS
Through the term of this Agreement, Contractor shall maintain the following license
and certification:
2.1 California's Registered Nurse License; and
2.2 American Heart Association (AHA) Basic Life Support (BLS) Provider
Certification.
Tammy Valencia Page A-2
EXHIBIT B
SCHEDULE OF BILLING RATES
Contractor shall provide the training services described in Exhibit A and be
compensated in the amount of Fifty Dollars and no/00 ($50.00), per training hour.
For purposes of this agreement, a "training hour' shall be defined as sixty (60) minutes
of actual training time, excluding lunch breaks and other breaks. Lunches and breaks
shall be determined and mutually agreed upon by the City and Contractor.
Tammy Valencia Page B-1
EXHIBIT C
INSURANCE REQUIREMENTS — PROFESSIONAL SERVICES
1. Provision of Insurance. Without limiting Contractor's indemnification of City, and
prior to commencement of Work, Contractor shall obtain, provide and maintain at
its own expense during the term of this Agreement, policies of insurance of the
type and amounts described below and in a form satisfactory to City. Contractor
agrees to provide insurance in accordance with requirements set forth here. If
Contractor uses existing coverage to comply and that coverage does not meet
these requirements, Contractor agrees to amend, supplement or endorse the
existing coverage.
2. Acceptable Insurers. All insurance policies shall be issued by an insurance
company currently authorized by the Insurance Commissioner to transact
business of insurance in the State of California, with an assigned policyholders'
Rating of A- (or higher) and Financial Size Category Class VII (or larger) in
accordance with the latest edition of Best's Key Rating Guide, unless otherwise
approved by the City's Risk Manager.
3. Coverage Requirements.
A. Workers' Compensation Insurance. If applicable, Contractor shall
maintain Workers' Compensation Insurance, statutory limits, and
Employer's Liability Insurance with limits of at least one million dollars
($1,000,000) each accident for bodily injury by accident and each
employee for bodily injury by disease in accordance with the laws of the
State of California, Section 3700 of the Labor Code. Contractor shall
submit to City, along with the certificate of insurance, a Waiver of
Subrogation endorsement in favor of City, its officers, agents, employees
and volunteers.
B. General Liability Insurance. Contractor shall maintain commercial general
liability insurance, and if necessary umbrella liability insurance, with
coverage at least as broad as provided by Insurance Services Office form
CG 00 01, in an amount not less than one million dollars ($1,000,000) per
occurrence, one million dollars ($1,000,000) general aggregate. The
policy shall cover liability arising from premises, operations, personal and
advertising injury, and liability assumed under an insured contract
(including the tort liability of another assumed in a business contract) with
no endorsement or modification limiting the scope of coverage for liability
assumed under a contract.
C. Automobile Liability Insurance. Contractor shall maintain automobile
insurance as required by law.
4. Other Insurance Requirements. The policies are to contain, or be endorsed to
contain, the following provisions:
Tammy Valencia Page C-1
A. Waiver of Subrogation. All insurance coverage maintained or procured
pursuant to this Agreement shall be endorsed to waive subrogation
against City, its elected or appointed officers, agents, officials, employees
and volunteers or shall specifically allow Contractor or others providing
insurance evidence in compliance with these requirements to waive their
right of recovery prior to a loss. Contractor hereby waives its own right of
recovery against City, and shall require similar written express waivers
from each of its subcontractors.
B. Additional Insured Status. All liability policies including general liability,
excess liability, pollution liability, and automobile liability, if required, but
not including professional liability, shall provide or be endorsed to provide
that City and its officers, officials, employees, and agents shall be included
as insureds under such policies.
C. Primary and Non Contributory. All liability coverage shall apply on a
primary basis and shall not require contribution from any insurance or self-
insurance maintained by City.
D. Notice of Cancellation. All policies shall provide City with thirty (30)
calendar days notice of cancellation (except for nonpayment for which ten
(10) calendar days notice is required) or nonrenewal of coverage for each
required coverage.
5. Additional Agreements Between the Parties. The parties hereby agree to the
following:
A. Evidence of Insurance. Contractor shall provide certificates of insurance
to City as evidence of the insurance coverage required herein, along with
any applicable waiver of subrogation endorsement for workers'
compensation and other endorsements as specified herein for each
coverage. Insurance certificates and endorsement must be approved by
City's Risk Manager prior to commencement of performance. Current
certification of insurance shall be kept on file with City at all times during
the term of this Agreement. City reserves the right to require complete,
certified copies of all required insurance policies, at any time.
B. City's Right to Revise Requirements. City reserves the right at any time
during the term of the Agreement to change the amounts and types of
insurance required by giving Contractor sixty (60) calendar days advance
written notice of such change. If such change results in substantial
additional cost to Contractor, City and Contractor may renegotiate
Contractor's compensation.
C. Enforcement of Agreement Provisions. Contractor acknowledges and
agrees that any actual or alleged failure on the part of City to inform
Contractor of non-compliance with any requirement imposes no additional
obligations on City nor does it waive any rights hereunder.
Tammy Valencia Page C-2
D. Requirements not Limiting. Requirements of specific coverage features
or limits contained in this Section are not intended as a limitation on
coverage, limits or other requirements, or a waiver of any coverage
normally provided by any insurance. Specific reference to a given
coverage feature is for purposes of clarification only as it pertains to a
given issue and is not intended by any party or insured to be all inclusive,
or to the exclusion of other coverage, or a waiver of any type.
E. Self-insured Retentions. Any self-insured retentions must be declared to
and approved by City. City reserves the right to require that self-insured
retentions be eliminated, lowered, or replaced by a deductible. Self-
insurance will not be considered to comply with these requirements unless
approved by City.
F. City Remedies for Non -Compliance. If Contractor or any subcontractor
fails to provide and maintain insurance as required herein, then City shall
have the right but not the obligation, to purchase such insurance, to
terminate this Agreement, or to suspend Contractor's right to proceed until
proper evidence of insurance is provided. Any amounts paid by City shall,
at City's sole option, be deducted from amounts payable to Contractor or
reimbursed by Contractor upon demand.
G. Timely Notice of Claims. Contractor shall give City prompt and timely
notice of claims made or suits instituted that arise out of or result from
Contractor's performance under this Contract, and that involve or may
involve coverage under any of the required liability policies. City assumes
no obligation or liability by such notice, but has the right (but not the duty)
to monitor the handling of any such claim or claims if they are likely to
involve City.
H. Contractor's Insurance. Contractor shall also procure and maintain, at its
own cost and expense, any additional kinds of insurance, which in its own
judgment may be necessary for its proper protection and prosecution of
the Work.
Tammy Valencia Page C-3
CITY OF NEWPORT BEACH
CERTIFICATE OF EXEMPTION FROM WORKERS' COMPENSATION INSURANCE AND ADULT
HOLO HARMLESS AGREEMENT AND RELEASE OF LIABILITY
I hereby certify that in the performance of the work for which this Agreement is entered into, I
shall not employ any person in any manner so as to become subject to the Workers'
Compensation laws of the State of California.
I am aware that some aspects of participation in this activity may be hazardous; and I am
voluntarily participating in this activity with knowledge of the danger involved and hereby agree
to accept any and all risks of injury, death, or damage to my.property. I am aware that, as a
participant, I am not covered for any workers' compensation benefits, or any first party health
and accident insurance, by the City of Newport Beach.
In exchange for the benefits derived by my participation in this activity, I hereby agree that I,
my heirs, distributees, guardians, legal representatives, and assigns do release and will
indemnify, hold harmless and not sue the City of Newport Beach, its officials, employees,
representatives, agents, servants, or volunteers for any liability, claims, or actions for injury,
death, or damage to personal property arising out of or in connection with my participation in
providing fire and emergency training services, from whatever cause, including the active or
passive negligence of the City of Newport Beach, or their officials, employees, agents,
representatives, volunteers, or participants.
I HAVE CAREFULLY READ THIS AGREEMENT AND FULLY UNDERSTAND ITS CONTENTS. I AM
AWARE THAT THIS IS A RELEASE OF LIABILITY AND SIGN IT OF MY OWN FREE WILL.
Executed on this W day of ' vG 20j� at Newport Beach, California.
f Vz
Contractor's Signature)
(Print Con Tactors Name and Title)
City of Newport Beach
Revenue Division
f PO box 1768, Newport Beach, CA 92858-8915
C4.onM• DECLARATION FOR APPORTIONED BUSINESS TAX
Businesses with incidnual or occasional pmaettea in the City may qualify for an apportioned business tax rate.
This declaration must be completed and returned by mail with a chm* to qualify for an apportioned tax rate.
THIS FORM CANNOT BE COMPLETED ONLINE
Name of Business
Address Z I a
ContactPerson ta.l
Name of Event (f applicable)
Phone I I - 1 "15
Date of Event
No.
Check the appropriate box to indicate your activity.
Note that any inaccurate information provided may subject your business to pay the full annual fit nse.
13Le
E>dwbitore for Non Profit 501(c) (3} (Sponsor or donating Products)
at attach woofdExemption
$0.00
Cl
E:hibilers: Single Event no sales activities: One-time presence In the City Will a year
(Marketing or Advertising) Date of Event
$60'75
❑
E)dhiottors: Single Event with sales activities: One«time presence in the City Will a year
Must provide Sellers Peto qualify Date of Evart
f 60.75•
❑
Professional Organizers S Assodations: Single Even: One time presence in the City wilhin a year
(Profit Companies) Date of Event
$60.75,
❑
SerNce Providers: Single Event Only. One-time presence in the City w" a year
Date of Event
$60.75`
xCity
Contractors: Contracted for Tor Jess days within a yearfor the City of Nevgwrt Beach and have no other
business activity within the City.
$0.00
❑
City Contractors: Contracted for 8 or more days within a year for the City of Newport Beach and he" no other
business activity within the City.
$60.75'
❑
City Contractors: Contract with City and have other business activity within the City of Newport Beach.
$239.00`
❑
Out of Town Business: Participating in rare than one evert in the course of ane year
$239.00`
'Amount includes $1.00 State Mandate Fee
On September 19, 2012, Governor brown signed SB 1186 into law. This fill adds a mandated state fee of $1 on any applicant for a local business
license or renewal. The fee is to increase disability access and compliance with catstruction related accessibisty requirements and develop
educational resources for businesses in order to fatdatate compliance with federal and state disability bin.
Under federal and state law, compliance with disability access laws is a serious and significant responsibility that sppfies to ant California building
owners and tenants with buildings open to the public You may obtain information about your legal obilgations and how to comply with dwabgity
access laws at the fdlo frig agencies:
The 0hrision of the State Architect at www_des ca eov/dsaftme.aso:.
The Oepabnem of Rehabilitation at www. rehab.cahwnet.sou.
The California commission an Disability Access at wwwxc da caxov
1 declare under penally, of Perjury that the foregoing is true and caned of fey own knowledge and that 1 am suatai=ed to
maks this statement. My business conduct In to City of Newport Beach does not exceed the cetepory, indicated above and I
will immediately notify, the Revenue DhAdon should It Changs. I tndarstand that rams. to Inform the Revenue Division of
such gem R In the imposition of additional tam, peralfles and/or criminal prosecution.
(mac � �`Vl VGiIPy 1CF61
plicanfs Signature Applicant's Name (Printed)