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HomeMy WebLinkAboutC-2846 - Supplemental Law Enforcement Services during Special Events (4th of July)N 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 1 23 1 24 1 25 26 27 28 AGREEMENT BETWEEN THE COUNTY OF ORANGE AND THE CITY OF NEWPORT BEACH THIS AGREEMENT is entered into this seventeenth day of June 2008, which date is enumerated for purposes of reference only, by and between the COUNTY OF ORANGE a political subdivision of the STATE OF CALIFORNIA, hereinafter referred to as "COUNTY" and CITY OF NEWPORT BEACH, a municipal corporation, hereinafter referred to as "CITY". WITNESSETH: WHEREAS, CITY wishes to contract with COUNTY Sheriff -Coroner Department, hereinafter referred to as "SHERIFF", for supplemental law enforcement services during certain events; and WHEREAS, COUNTY is agreeable to the rendering of such services, as authorized in Government Code Sections 51301 and 55632, on the terms and conditions hereinafter set forth: NOW, THEREFORE, IT IS MUTUALLY AGREED AS FOLLOWS: H H H H H H H H H Page 1 of 6 1 2 3 4 5 6 7 8 9 10 "■ MEN 13 14 15 16 17 18 19 20 21 FOM 23 24 25 26 27 28 // // // // // // // // // // // // // // TABLE OF CONTENTS Page 2 of 6 SECTION PAGE A. Term 3 B. Optional Termination 3 C. Services by COUNTY 3 D. Payment 3 E. Alteration of Terms 4 F. Status of COUNTY 4 G. Indemnification 4 Signature Page 6 Page 2 of 6 1 A. 2 3 4 5 B. 6 7 8 C. 9 10 11 12 13 14 D. 15 16 17 18 19 20 21 22 23 24 25 26 27 28 TERM: The term of this Agreement shall be for (2) days, commencing July 4, 2008 and terminating July 5, 2008, unless earlier terminated by either party in the manner set forth herein. OPTIONAL TERMINATION: COUNTY or CITY may terminate this Agreement, without cause, upon twenty (20) days written notice to the other party. SERVICES BY COUNTY: CITY occasionally has a need for supplemental law enforcement support during special events. At the discretion of SHERIFF, COUNTY may provide such support services as requested by CITY. These services will be utilized within the COUNTY OF ORANGE. CITY shall notify COUNTY at least thirty (30) days in advance of the need for these services. PAYMENT: 1. Pursuant to Government Code Section 51350, CITY agrees to pay to COUNTY the costs of performing the services mutually agreed upon in this Agreement. The cost of services includes: salaries, wages, benefits, mileage, services, supplies, and divisional, departmental and COUNTY General overhead. 2. The rate charged to CITY by COUNTY shall be computed by SHERIFF in accordance with COUNTY Auditor -Controller's law enforcement cost study in effect at the time the services are provided. 3. COUNTY shall invoice CITY upon completion of the specific event. 4. CITY shall pay COUNTY in accordance with COUNTY Board of Supervisors' approved County Billing Policy, which is attached hereto as Attachment A, and incorporated herein by this reference. 5. COUNTY shall charge CITY late payment penalties in accordance with County Billing Policy. Page 3 of 6 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 E. ALTERATION OF TERMS: IIS 112 H This Agreement fully expresses all understanding of CITY and COUNTY with respect to the subject matter of this Agreement, and shall constitute the total Agreement between the parties for these purposes. No addition to, or alteration of, the terms of this Agreement shall be valid unless made in writing, formally approved and executed by duly authorized agents of both parties. STATUS OF COUNTY: COUNTY is, and shall at all times be deemed to be, an independent contractor. Nothing herein contained shall be construed as creating the relationship of employer and employee, or principal and agent, between CITY and COUNTY or any of COUNTY'S agents or employees. COUNTY and its SHERIFF shall retain all authority for rendition of services, standards of performance, control of personnel, and other matters incident to the performance of services by COUNTY pursuant to this Agreement. COUNTY, its agents and employees, shall not be entitled to any rights or privileges of CITY employees and shall not be considered in any manner to be CITY employees. INDEMNIFICATION: 1. COUNTY, its officers, agents and employees shall not be deemed to have assumed any liability for the negligence or any other act or omission of CITY or any of its officers or employees, or for any dangerous or defective condition of any public street or work or property of CITY, or for any illegality or unconstitutionality of CITY'S municipal ordinances. CITY shall indemnify and hold COUNTY, its officers, agents, employees, and independent contractors free and harmless from any claim or liability whatsoever, based or asserted upon the condition of any public street or work or property of CITY or upon the illegality or unconstitutionality of any municipal ordinances Page 4 of 6 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 INDEMNIFICATION: (Continued) of CITY that SHERIFF had enforced, or upon any act or omission of CITY, its officers, agents, employees, subcontractors or independent contractors related to this Agreement, for property damage, bodily injury or death or any other element of damage of any kind or nature, and CITY shall defend at its expense, including attorney fees, COUNTY, its officers, agents, employees and independent contractors in any legal action or claim of any kind based upon such condition of public street or work or property, or alleged illegality or unconstitutionality of a municipal ordinance, or alleged acts or omissions. 2. COUNTY shall indemnify and hold CITY, its officers, agents, employees and independent contractors free and harmless from any claim or liability whatsoever, based or asserted upon any act or omission of COUNTY, its officers, agents, employees, subcontractors or independent contractors related to this Agreement, for property damage, bodily injury or death or any other element of damage of any kind or nature, and COUNTY shall defend at its expense, including attorney fees, CITY, its officers, agents, employees and independent contractors in any legal action or claim of any kind based upon such alleged acts or omissions. Page 5 of 6 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 IN WITNESS WHEREOF, the parties have executed the AGREEMENT in the County of Orange, State of California. BY:&6z=, DATED: lQ • Z� J� CITY APPROVED AS TO FORM: BY: City Attorney ----------------------------------------------------- COUNTY OF ORANGE vr-Coroner • APPROVED AS TO FORM: Office of the County Counsel Orange County, California 16/19/08 -(Public) Deputy DATED: $ DATED: Page 6 of 6 ATTACHMENT A COUNTY BILLING POLICY APPROVED BY BOARD MINUTE ORDER DATED OCTOBER 27, 1992 POLICY All County agencies/departments/districts (County) governed by the Board of Supervisors shall bill contracting entities for materials and/or services provided under contract in accordance with the following standardized billing and collection policy. Billing frequency is dependent on whether the contract is a fixed price or actual cost contract. Payment due date is designed to be both responsive to the County's cash flow needs and reasonable enough as to not require special processing by the contracting entity. If payments are not received by the required due dates, a late payment fee shall be computed and billed to the contracting entity in accordance with the requirements of this procedure. Nothing herein shall affect the liability, including pre -judgment interest, of the contracting party for services or materials in as much as this is a policy to enact standard billing practices. DEFINITIONS A. Contract for the purposes of this policy - A contract is a formal written agreement, a purchase order from the contracting entity, or any other acceptable mutual understanding between the contracting parties. B. Received by the County - The phrase "received by the County", as used in Section VI of this policy, refers to the date a payment is received by the County. It is defined as the date the payment is in the County's possession. It is not the date the payment is posted or deposited by the County. Ill. FIXED PRICE CONTRACTS A. Fixed Price (One-Time/Non-Recurring Contracts) - Invoices that represent a billing for a one-time, non-recurring provision of materials and/or services shall be issued no later than five (5) working days after delivery by the County of the materials and/or services. Examples of such one-time, non-recurring provision of materials and/or services might be a city contracting with the Sheriff for security service at a parade or sporting event; or, a city purchasing a computer listing containing certain city -requested data. Payment due date shall be invoice date plus 30 days. B. Fixed Price (Ongoing/Recurring Contracts) - Invoices that represent a billing for an ongoing, recurring provision of materials and/or services shall be issued according to the following frequency: 1. Annual Billings that total $10,000 or less per 12 -month period shall be billed via one (1) annual invoice. Annual invoices will be issued for each 12 -month period of the contract, or portions thereof. Invoices shall be issued no later than five working days after the beginning of each 12 -month period. Payment due date shall be invoice date plus 30 days. Page 1 of 4 Quarterly Billings that are greater than $10,000 but not more than $200,000 per 12 - month period, shall be billed in quarterly installments. Quarterly invoices will be issued representing the contract amount for each 12 -month period of the contract, or portions thereof, prorated into four (4) installments. Invoices shall be issued no later than 30 days after the beginning of each quarter. Payment due date shall be 60 days after the beginning of each calendar quarter. Monthly Billings that are greater than $200,000 per 12 -month period shall be billed in monthly installments. Monthly invoices will be issued representing the contract amount for each 12 -month period of the contract, or portions thereof, prorated into 12 installments. Invoices shall be issued on or before the first day of each service month. Payment due date shall be 30 days after the beginning of each service month. An example of a fixed price contract for ongoing, recurring provision of materials and/or services might be a city contracting with the Sheriff for law enforcement services. IV. ACTUAL COST CONTRACTS A. Actual Cost (One-Time/Non-Recurrinq Contracts) - Invoices that represent a billing for a one-time, non-recurring provision of materials and/or services shall be issued after delivery by the County of the materials and/or services and no later than 15 days after actual cost data is available. Payment due date shall be invoice date plus 30 days. B. Actual Cost (Ongoing/Recurring Contracts) - Invoices that represent a billing for an ongoing, recurring provision of materials and/or services shall be issued on a monthly basis and shall represent the cost of materials and/or services provided to the contracting entity during the previous calendar month. Such invoices shall be issued no later than 15 days after the close of the monthly billing period. If the County agency/department/district does not utilize a monthly billing cycle, the invoice shall be issued no later than 15 days after actual cost data is available. Payment due date shall be invoice date plus 30 days. Examples of actual cost contracts for the ongoing, recurring provision of materials and/or services might be a city contracting with the County for communications equipment repair or waste disposal at a County landfill. V. PAYMENT DUE DATES Notwithstanding the provisions of Sections II and III above, payment due date shall be at least invoice date plus 30 days. If the County is late in issuing an invoice, the contracting entity would always have at least invoice date plus 30 days to pay. If the County is early in issuing an invoice, the contracting entity would still have a payment due date of either 60 days after the beginning of the quarter (quarterly invoices) or 30 days after the beginning of the service month (monthly invoices). (EXAMPLES: An invoice for October service, dated and issued October 8 (late) would have a payment due date of November 7. An invoice for August service, dated and issued July 20 (early) would have a payment due date of August 30.) Page 2 of 4 VI. LATE CHARGES The late payment of any invoiced amount by a contracting entity will cause the County to incur costs not contemplated by the County/contracting entity agreement, the exact amount of such cost will be extremely difficult to ascertain. Such costs include, but are not limited to, costs such as administrative follow-up and processing of delinquent notices, increased accounting costs, etc. Late charges will be assessed in the following situations: - Over-the-counter payments will be assessed a late charge if any payment is not received by the County by the payment due date. - Payments transmitted to the County via the U.S. Mail that have the payer's postage meter mark will be assessed a late charge if any payment is not received by the County by the payment due date plus one day. - Payments transmitted to the County via the U.S. Mail that have a U.S. Post Office postmark dated after the payment due date will be assessed a late charge. The late charge assessed in each of these situations shall be three-quarters of one percent (0.75%) of the payment due and unpaid plus $100.00 for late payments made within 30 days of the payment due date. An additional charge of three-quarters of one percent (0.75%) of said payment shall be added for each additional 30 -day period that the payment remains unpaid. Late charges shall be added to the payment and invoiced to the contracting entity in accordance with this policy. VII. COLLECTIONS Any invoice remaining unpaid 90 days after the invoice date shall be referred to the Auditor - Controller for subsequent collection action, such as deduction from contracting entity moneys on deposit with the County Treasurer in accordance with Government Code Section 907 and any other applicable provision of law. Non-payment of invoices and applicable late charges will constitute a breach of contract for which the County retains all legal remedies including termination of the contract. VIII. DISCOUNT FOR EARLY PAYMENT Any payment received by the County from a contracting entity 20 days or more before the payment due date shall be entitled to a discount of one-quarter of one percent (0.25%). If the contracting entity takes a discount, and the payment is received by the County less than 20 days before the payment due date, County staff shall immediately notify the contracting entity by telephone that the discount should not have been taken and that the balance is due by the original payment due date. If the balance is not received by the County in accordance with the dates as specified in Section VII, applicable late charges shall be calculated on the balance due. Page 3 of 4 IX. DEFERRED REVENUE At fiscal year end, any portion of revenue invoiced (not necessarily received) during the fiscal year being closed out that represents charges or prepayment for materials and/or services for the upcoming fiscal year shall be reclassified from a revenue account to a deferred revenue account (liability). In the new fiscal year the deferred revenue shall be reclassified to a revenue account. (EXAMPLE: On June 1, 19X1, a city is invoiced $48,000 which represents charges for the 12 -month period June 1, 19X1 to May 31, 19X2. The amount to be reclassified to deferred revenue would be $44,000, representing 11/12ths of the total amount. In July 19X1, the $44,000 would be reclassified to revenue.) Reclassification entries shall be made by Auditor -Controller Agency Accounting units, or for those agencies/departments/districts without such a unit, the agency/department/district shall notify the Auditor -Controller of the amounts to be reclassified. X. COST RECOVERY All County agencies/department/districts shall include all costs of providing contracted services in contract rates. Including all direct costs, allocated indirect costs such as departmental and County (CWCAP) overhead, and cost of capital financing. XI. EXISTING CONTRACTS Billing terms and provisions contained in existing contracting entity agreements (existing as of the date this policy is approved by the Board of Supervisors) shall remain in effect for the life of the contract. However, when these existing contracts are renegotiated, they shall contain the billing provisions as set forth in this policy. XII. DEVIATIONS FROM POLICY Deviations from this policy shall be approved by the Board of Supervisors. Proposed deviations by agencies/departments/districts shall be submitted to the CEO for concurrence in advance of filing an Agenda Item Transmittal (AIT) with the Clerk of the Board. The CEO, or his/her designee, shall advise the agency/department/district of approval or disapproval of the proposed deviations. If a County agency/department/district submits a contract to the Board of Supervisors for approval, and the billing provisions in the contract deviate from this policy, the agency/department/district shall specifically advise the Board of Supervisors in the AIT of the deviation, the reason for the deviation, and of the CEO's recommendation relative thereto. Page 4 of 4 2 3 4 6 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 AGREEMENT BETWEEN THE COUNTY OF ORANGE AND THE CITY OF NEWPORT BEACH THIS AGREEMENT is entered into this twentieth day of June 2007, which date is enumerated for purposes of reference only, by and between the COUNTY OF ORANGE a political subdivision of the STATE OF CALIFORNIA, hereinafter referred to as "COUNTY" and CITY OF NEWPORT BEACH, a municipal corporation, hereinafter referred to as "CITY". WITNESSETH: WHEREAS, CITY wishes to contract with COUNTY Sheriff -Coroner Department, hereinafter referred to as "SHERIFF", for supplemental law enforcement services during certain events; and WHEREAS, COUNTY is agreeable to the rendering of such services, as authorized in Government Code Sections 51301 and 55632, on the terms and conditions hereinafter set forth: NOW, THEREFORE, IT IS MUTUALLY AGREED AS FOLLOWS: H H H H H H Page 1 of 6 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 TABLE OF CONTENTS Page 2 of 6 PAGE 3 3 3 3 4 4 4 6 SECTION A. Term B. Optional Termination C. Services by COUNTY D. Payment E. Alteration of Terms F. Status of COUNTY G. Indemnification Signature Page Page 2 of 6 PAGE 3 3 3 3 4 4 4 6 1 A. 2 3 A 5 s 7 8 9 10 11 12 13 14 15 1s 17 18 19 20 21 22 23 24 25 28 27 28 B. C. 11 D. TERM: The term of this Agreement shall be for (2) days, commencing July 4, 2007 and terminating July 5, 2007, unless earlier terminated by either party in the manner set forth herein. OPTIONAL TERMINATION: COUNTY or CITY may terminate this Agreement, without cause, upon twenty (20) days written notice to the other party. SERVICES BY COUNTY: CITY occasionally has a need for supplemental law enforcement support during special events. At the discretion of SHERIFF, COUNTY may provide such support services as requested by CITY. These services will be utilized within the COUNTY OF ORANGE. CITY shall notify COUNTY at least thirty (30) days in advance of the need for these services. PAYMENT: 1. Pursuant to Government Code Section 51350, CITY agrees to pay to COUNTY the costs of performing the services mutually agreed upon in this Agreement. The cost of services includes: salaries, wages, benefits, mileage, services, supplies, and divisional, departmental and COUNTY General overhead. 2. The rate charged to CITY by COUNTY shall be computed by SHERIFF in accordance with COUNTY Auditor -Controller's law enforcement cost study in effect at the time the services are provided. 3. COUNTY shall invoice CITY upon completion of the specific event. 4. CITY shall pay COUNTY in accordance with COUNTY Board of Supervisors' approved County Billing Policy, which is attached hereto as Attachment A, and Incorporated herein by this reference. 5. COUNTY shall charge CITY late payment penalties in accordance with County Billing Policy. Page 3 of 6 1 2 3 4 5 6 7 a 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 IH E. ALTERATION OF TERMS: 11® G. This Agreement fully expresses all understanding of CITY and COUNTY with respect to the subject matter of this Agreement, and shall constitute the total Agreement between the parties for these purposes. No addition to, or alteration of, the terms of this Agreement shall be valid unless made in writing, formally approved and executed by duly authorized agents of both parties. STATUS OF COUNTY: COUNTY is, and shall at all times be deemed to be, an independent contractor. Nothing herein contained shall be construed as creating the relationship of employer and employee, or principal and agent, between CITY and COUNTY or any of COUNTY'S agents or employees. COUNTY and its SHERIFF shall retain all authority for rendition of services, standards of performance, control of personnel, and other matters incident to the performance of services by COUNTY pursuant to this Agreement. COUNTY, its agents and employees, shall not be entitled to any rights or privileges of CITY employees and shall not be considered in any manner to be CITY employees. INDEMNIFICATION: 1. COUNTY, its officers, agents and employees shall not be deemed to have assumed any liability for the negligence or any other act or omission of CITY or any of its officers or employees, or for any dangerous or defective condition of any public street or work or property of CITY, or for any illegality or unconstitutionality of CITY'S municipal ordinances. CITY shall indemnify and hold COUNTY, its officers, agents, employees, and independent contractors free and harmless from any claim or liability whatsoever, based or asserted upon the condition of any public street or work or property of CITY or upon the illegality or unconstitutionality of any municipal ordinances Page 4 of 6 2 3 4 5 s 7 8 9 10 11 12 13 14 1s 18 17 18 19 20 21 22 23 24 25 28 27 28 H H INDEMNIFICATION: (Continued) of CITY that SHERIFF had enforced, or upon any act or omission of CITY, its officers, agents, employees, subcontractors or independent contractors related to this Agreement, for property damage, bodily injury or death or any other element of damage of any kind or nature, and CITY shall defend at its expense, including attorney fees, COUNTY, its officers, agents, employees and Independent contractors in any legal action or claim of any kind based upon such condition of public street or work or property, or alleged illegality or unconstitutionality of a municipal ordinance, or alleged acts or omissions. 2. COUNTY shall indemnify and hold CITY, its officers, agents, employees and independent contractors free and harmless from any claim or liability whatsoever, based or asserted upon any act or omission of COUNTY, its officers, agents, employees, subcontractors or independent contractors related to this Agreement, for property damage, bodily injury or death or any other element of damage of any kind or nature, and COUNTY shall defend at its expense, including attorney fees, CITY, its officers, agents, employees and independent contractors in any legal action or claim of any kind based upon such alleged acts or omissions. Page 5of6 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 18 20 21 22 23 24 25 26 27 28 IN WITNESS WHEREOF, the parties have executed the AGREEMENT in the County of O pge. State of California. BY: —L,-2DATED: e;�' Z,9 0' 7 CITY APPROVED AS TO FORM: BY: Xc..t-- C , ff�' v✓ City Attorney C NTY F N BY: DATED: b �' Mi ael S. Carona , e Coroner APPROVED AS TO FORM: Office of the County Counsel Orange County, California BY DATED: Deputy Page 6 of 6 ATTACHMENT A COUNTY BILLING POLICY APPROVED BY BOARD MINUTE ORDER DATED OCTOBER 27, 1992 I. POLICY All County agencies/departments/districts (County) governed by the Board of Supervisors shall bill contracting entities for materials and/or services provided under contract in accordance with the following standardized billing and collection policy. Billing frequency is dependent on whether the contract is a fixed price or actual cost contract. Payment due date is designed to be both responsive to the County's cash flow needs and reasonable enough as to not require special processing by the contracting entity. If payments are not received by the required due dates, a late payment fee shall be computed and billed to the contracting entity in accordance with the requirements of this procedure. Nothing herein shall affect the liability, including pre -Judgment interest, of the contracting party for services or materials in as much as this is a policy to enact standard billing practices. II. DEFINITIONS A. Contract for the o4moses of this policy - A contract is a formal written agreement, a purchase order from the contracting entity, or any other acceptable mutual understanding between the contracting parties. B. Received by the County - The phrase "received by the County", as used in Section VI of this policy, refers to the date a payment is received by the County. It is defined as the date the payment is in the County's possession. It is not the date the payment is posted or deposited by the County. III. FIXED PRICE CONTRACTS A. Fixed Price (One-Tmoon Reeccurdng,Contracts) - Invoices that represent a billing for a one-time, non-recurring provision of materials and/or services shall be issued no later than five (S) working days after delivery by the County of the materials and/or services. Examples of such one-time, non-recurring provision of materials and/or services might be a city contracting with the Sheriff for security service at a parade or sporting event; or, a city purchasing a computer listing containing certain city -requested data. Payment due date shall be invoice date plus 30 days. B. Find Price (On aging/Recurring Contracts) -Invoices that represent a billing for an ongoing, recurring provision of materials and/or services shall be issued according to the following frequency: 1. Annual Billings that total $10,000 or less per 12 -month period shall be billed via one (1) annual invoice. Annual invoices will be issued for each 12 -month period of the contract, or portions thereof. Invoices shall be issued no later than five working days after the beginning of each 12 -month period. Payment due date shall be invoice date plus 30 days. Page 1 of 4 2. Quarterly Billings that are greater than $10,000 but not more than $200,000 per 12 - month period, shall be billed in quarterly installments. Quarterly invoices will be Issued representing the contract amount for each 12 -month period of the contract, or portions thereof, prorated into four (4) installments. Invoices shall be issued no later than 30 days after the beginning of each quarter. Payment due date shall be 60 days after the beginning of each calendar quarter. 3. Monthly Billings that are greater than $200,000 per 12 -month period shall be billed in monthly installments. Monthly invoices will be Issued representing the contract amount for each 12 -month period of the contract, or portions thereof, prorated into 12 installments. Invoices shall be issued on or before the first day of each service month. Payment due date shall be 30 days after the beginning of each service month. An example of a fixed price contract for ongoing, recurring provision of materials and/or services might be a city contracting with the Sheriff for law enforcement services. IV. ACTUAL COST CONTRACTS A. Actual Cost (One-Time/Non-RecuEdna Contracts) - Invoices that represent a billing for a one-time, non-recurring provision of materials and/or services shall be issued after delivery by the County of the materials and/or services and no later than 15 days after actual cost data is available. Payment due date shall be invoice date plus 30 days. B. Actual Cost (Ongoinq{Recurring Contracts) - Invoices that represent a billing for an ongoing, recurring provision of materials and/or services shall be issued on a monthly basis and shall represent the cost of materials and/or services provided to the contracting entity during the previous calendar month. Such invoices shall be issued no later than 15 days after the close of the monthly billing period. If the County agency/department/district does not utilize a monthly billing cycle, the invoice shall be issued no later than 15 days after actual cost data is available. Payment due date shall be invoice date plus 30 days. Examples of actual cost contracts for the ongoing, recurring provision of materials and/or services might be a city contracting with the County for communications equipment repair or waste disposal at a County landfill. V. PAYMENT DUE DATES Notwithstanding the provisions of Sections 11 and III above, payment due date shall be at least invoice date plus 30 days. If the County is late in issuing an invoice, the contracting entity would always have at least invoice date plus 30 days to pay. If the County is early in issuing an invoice, the contracting entity would still have a payment due date of either 60 days after the beginning of the quarter (quarterly invoices) or 30 days after the beginning of the service month (monthly invoices). (EXAMPLES: An invoice for October service, dated and issued October 8 (late) would have a payment due date of November 7. An invoice for August service, dated and issued July 20 (early) would have a payment due date of August 30.) Page 2 of 4 VI. LATE CHARGES The late payment of any invoiced amount by a contracting entity will cause the County to incur costs not contemplated by the County/contracting entity agreement, the exact amount of such cost will be extremely difficult to ascertain. Such costs include, but are not limited to, costs such as administrative follow-up and processing of delinquent notices, increased accounting costs, etc. Late charges will be assessed in the following situations: — Over-the-counter payments will be assessed a late charge if any payment is not received by the County by the payment due date. — Payments transmitted to the County via the U.S. Mail that have the payer's postage meter mark will be assessed a late charge if any payment is not received by the County by the payment due date plus one day. — Payments transmitted to the County via the U.S. Mail that have a U.S. Post Office postmark dated after the payment due date will be assessed a late charge. The late charge assessed in each of these situations shall be three-quarters of one percent (0.75%) of the payment due and unpaid plus $100.00 for late payments made within 30 days of the payment due date. An additional charge of three-quarters of one percent (0.75%) of said payment shall be added for each additional 30 -day period that the payment remains unpaid. Late charges shall be added to the payment and invoiced to the contracting entity in accordance with this policy. VII. COLLECTIONS Any invoice remaining unpaid g0 days after the invoice date shall be referred to the Auditor - Controller for subsequent collection action, such as deduction from contracting entity moneys on deposit with the County Treasurer in accordance with Government Code Section 907 and any other applicable provision of law. Non-payment of Invoices and applicable late charges will constitute a breach of contract for which the County retains all legal remedies including termination of the contract. VIII. DISCOUNT FOR EARLY PAYMENT Any payment received by the County from a contracting entity 20 days or more before the payment due date shall be entitled to a discount of one-quarter of one percent (0.25%). If the contracting entity takes a discount, and the payment is received by the County less than 20 days before the payment due date, County staff shall immediately notify the contracting entity by telephone that the discount should not have been taken and that the balance is due by the original payment due date. If the balance is not received by the County in accordance with the dates as specified in Section VII, applicable late charges shall be calculated on the balance due. Page 3 of 4 IX. DEFERRED REVENUE At fiscal year end, any portion of revenue invoiced (not necessarily received) during the fiscal year being closed out that represents charges or prepayment for materials and/or services for the upcoming fiscal year shall be reclassified from a revenue account to a deferred revenue account (liability). In the new fiscal year the deferred revenue shall be reclassified to a revenue account. (EXAMPLE: On June 1, 19X1, a city is Invoiced $48,000 which represents charges for the 12 -month period June 1, 19X1 to May 31, 19X2. The amount to be reclassified to deferred revenue would be $44,000, representing 11/12ths of the total amount. In July 19X1, the $44,000 would be reclassified to revenue.) Reclassification entries shall be made by Auditor -Controller Agency Accounting units, or for those agencies/departments/districts without such a unit, the agency/department/district shall notify the Auditor -Controller of the amounts to be reclassiflied. X. COST RECOVERY All County agencies/department/districts shall include all costs of providing contracted services in contract rates. Including all direct costs, allocated indirect costs such as departmental and County (CWCAP) overhead, and cost of capital financing. XI. EXISTING CONTRACTS Billing terms and provisions contained in existing contracting entity agreements (existing as of the date this policy is approved by the Board of Supervisors) shall remain in effect for the life of the contract. However, when these existing contracts are renegotiated, they shall contain the billing provisions as set forth in this policy. XII. DEVIATIONS FROM POLICY Deviations from this policy shall be approved by the Board of Supervisors. Proposed deviations by agencies/departments/districts shall be submitted to the CEO for concurrence in advance of filing an Agenda Item Transmittal (AIT) with the Clerk of the Board. The CEO, or his/her designee, shall advise the agency/department/district of approval or disapproval of the proposed deviations. if a County agency/department/district submits a contract to the Board of Supervisors for approval, and the billing provisions In the contract deviate from this policy, the agency/department/district shall specifically advise the Board of Supervisors in the AIT of the deviation, the reason for the deviation, and of the CEO's recommendation relative thereto. Page 4 of 4 1 2 K3■ 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 1 Mtn 27 28 AGREEMENT BETWEEN THE COUNTY OF ORANGE AND THE CITY OF NEWPORT BEACH THIS AGREEMENT is entered into this Sixteenth day of June, 2006, which date is enumerated for purposes of reference only, by and between the COUNTY OF ORANGE a political subdivision of the STATE OF CALIFORNIA, hereinafter referred to as "COUNTY" and CITY OF NEWPORT BEACH, a municipal corporation, hereinafter referred to as "CITY". WITNESSETH: WHEREAS, CITY wishes to contract with COUNTY Sheriff -Coroner Department, hereinafter referred to as "SHERIFF", for supplemental law enforcement services during certain events; and WHEREAS, COUNTY is agreeable to the rendering of such services, as authorized in Government Code Sections 51301 and 55632, on the terms and conditions hereinafter set forth: NOW, THEREFORE, IT IS MUTUALLY AGREED AS FOLLOWS: H Page 1 of 6 2 3 4 5 6 ri 8 9 10 11 12 13 14 15 1 16 1 17 1 18 19 20 21 22 23 24 25 26 27 28 1 // // // // // // TABLE OF CONTENTS Page 2 of 6 SECTION PAGE A. Term 3 B. Optional Termination 3 C. Services by COUNTY 3 D. Payment 3 E. Alteration of Terms 4 F. Status of COUNTY 4 G. Indemnification 4 Signature Page 6 Page 2 of 6 1 A. 2 3 4 5 B. 6 7 8 C. 9 10 11 12 13 14 D. 15 16 17 18 19 20 21 22 23 24 25 26 27 28 TERM: The term of this Agreement shall be for (2) days, commencing July 4, 2006 and terminating July 5, 2006, unless earlier terminated by either party in the manner set forth herein. OPTIONAL TERMINATION: COUNTY or CITY may terminate this Agreement, without cause, upon twenty (20) days written notice to the other party. SERVICES BY COUNTY: CITY occasionally has a need for supplemental law enforcement support during special events. At the discretion of SHERIFF, COUNTY may provide such support services as requested by CITY. These services will be utilized within the COUNTY OF ORANGE. CITY shall notify COUNTY at least thirty (30) days in advance of the need for these services. PAYMENT: 1. Pursuant to Government Code Section 51350, CITY agrees to pay to COUNTY the costs of performing the services mutually agreed upon in this Agreement. The cost of services includes: salaries, wages, benefits, mileage, services, supplies, and divisional, departmental and COUNTY General overhead. 2. The rate charged to CITY by COUNTY shall be computed by SHERIFF in accordance with COUNTY Auditor -Controller's law enforcement cost study in effect at the time the services are provided. 3. COUNTY shall invoice CITY upon completion of the specific event. 4. CITY shall pay COUNTY in accordance with COUNTY Board of Supervisors' approved County Billing Policy, which is attached hereto as Attachment A, and incorporated herein by this reference. 5. COUNTY shall charge CITY late payment penalties in accordance with County Billing Policy. Page 3 of 6 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 11E. ALTERATION OF TERMS: I® G. This Agreement fully expresses all understanding of CITY and COUNTY with respect to the subject matter of this Agreement, and shall constitute the total Agreement between the parties for these purposes. No addition to, or alteration of, the terms of this Agreement shall be valid unless made in writing, formally approved and executed by duly authorized agents of both parties. STATUS OF COUNTY: COUNTY is, and shall at all times be deemed to be, an independent contractor. Nothing herein contained shall be construed as creating the relationship of employer and employee, or principal and agent, between CITY and COUNTY or any of COUNTY'S agents or employees. COUNTY and its SHERIFF shall retain all authority for rendition of services, standards of performance, control of personnel, and other matters incident to the performance of services by COUNTY pursuant to this Agreement. COUNTY, its agents and employees, shall not be entitled to any rights or privileges of CITY employees and shall not be considered in any manner to be CITY employees. INDEMNIFICATION: 1. COUNTY, its officers, agents and employees shall not be deemed to have assumed any liability for the negligence or any other act or omission of CITY or any of its officers or employees, or for any dangerous or defective condition of any public street or work or property of CITY, or for any illegality or unconstitutionality of CITY'S municipal ordinances. CITY shall indemnify and hold COUNTY, its officers, agents, employees, and independent contractors free and harmless from any claim or liability whatsoever, based or asserted upon the condition of any public street or work or property of CITY or upon the illegality or unconstitutionality of any municipal ordinances Page 4 of 6 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 H 21 H 22 H 23 H 24 25 26 27 28 INDEMNIFICATION: (Continued) of CITY that SHERIFF had enforced, or upon any act or omission of CITY, its officers, agents, employees, subcontractors or independent contractors related to this Agreement, for property damage, bodily injury or death or any other element of damage of any kind or nature, and CITY shall defend at its expense, including attorney fees, COUNTY, its officers, agents, employees and independent contractors in any legal action or claim of any kind based upon such condition of public street or work or property, or alleged illegality or unconstitutionality of a municipal ordinance, or alleged acts or omissions. 2. COUNTY shall indemnify and hold CITY, its officers, agents, employees and independent contractors free and harmless from any claim or liability whatsoever, based or asserted upon any act or omission of COUNTY, its officers, agents, employees, subcontractors or independent contractors related to this Agreement, for property damage, bodily injury or death or any other element of damage of any kind or nature, and COUNTY shall defend at its expense, including attorney fees, CITY, its officers, agents, employees and independent contractors in any legal action or claim of any kind based upon such alleged acts or omissions. Page 5 of 6 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 IN WITNESS WHEREOF, the parties have executed the AGREEMENT in the County of Ora x�e, State of California. BY: DATED: CIT APPROVED AS TO FORM: f/� C_ r/"v BY: City Attorney COUNTY OF ORANGE BY: DATED: Michael S. Carona, Sheriff -Coroner 16/15/06 Page 6 of 6 ATTACHMENT A COUNTY BILLING POLICY APPROVED BY BOARD MINUTE ORDER DATED OCTOBER 27, 1992 POLICY All County agencies/departments/districts (County) governed by the Board of Supervisors shall bill contracting entities for materials and/or services provided under contract in accordance with the following standardized billing and collection policy. Billing frequency is dependent on whether the contract is a fixed price or actual cost contract. Payment due date is designed to be both responsive to the County's cash flow needs and reasonable enough as to not require special processing by the contracting entity. If payments are not received by the required due dates, a late payment fee shall be computed and billed to the contracting entity in accordance with the requirements of this procedure. Nothing herein shall affect the liability, including pre -judgment interest, of the contracting party for services or materials in as much as this is a policy to enact standard billing practices. DEFINITIONS A. Contract for the purposes of this policy - A contract is a formal written agreement, a purchase order from the contracting entity, or any other acceptable mutual understanding between the contracting parties. B. Received by the County - The phrase "received by the County", as used in Section VI of this policy, refers to the date a payment is received by the County. It is defined as the date the payment is in the County's possession. It is not the date the payment is posted or deposited by the County. III. FIXED PRICE CONTRACTS A. Fixed Price (One-Time/Non-Recurring Contracts) - Invoices that represent a billing for a one-time, non-recurring provision of materials and/or services shall be issued no later than five (5) working days after delivery by the County of the materials and/or services. Examples of such one-time, non-recurring provision of materials and/or services might be a city contracting with the Sheriff for security service at a parade or sporting event; or, a city purchasing a computer listing containing certain city -requested data. Payment due date shall be invoice date plus 30 days. B. Fixed Price (Ongoing/Recurring Contracts) - Invoices that represent a billing for an ongoing, recurring provision of materials and/or services shall be issued according to the following frequency: Annual Billings that total $10,000 or less per 12 -month period shall be billed via one (1) annual invoice. Annual invoices will be issued for each 12 -month period of the contract, or portions thereof. Invoices shall be issued no later than five working days after the beginning of each 12 -month period. Payment due date shall be invoice date plus 30 days. Page 1 of 4 2. Quarterly Billings that are greater than $10,000 but not more than $200,000 per 12 - month period, shall be billed in quarterly installments. Quarterly invoices will be issued representing the contract amount for each 12 -month period of the contract, or portions thereof, prorated into four (4) installments. Invoices shall be issued no later than 30 days after the beginning of each quarter. Payment due date shall be 60 days after the beginning of each calendar quarter. 3. Monthly Billings that are greater than $200,000 per 12 -month period shall be billed in monthly installments. Monthly invoices will be issued representing the contract amount for each 12 -month period of the contract, or portions thereof, prorated into 12 installments. Invoices shall be issued on or before the first day of each service month. Payment due date shall be 30 days after the beginning of each service month. An example of a fixed price contract for ongoing, recurring provision of materials and/or services might be a city contracting with the Sheriff for law enforcement services. IV. ACTUAL COST CONTRACTS A. Actual Cost (One-Time/Non-Recurring Contracts) - Invoices that represent a billing for a one-time, non-recurring provision of materials and/or services shall be issued after delivery by the County of the materials and/or services and no later than 15 days after actual cost data is available. Payment due date shall be invoice date plus 30 days. B. Actual Cost (Ongoing/Recurring Contracts) - Invoices that represent a billing for an ongoing, recurring provision of materials and/or services shall be issued on a monthly basis and shall represent the cost of materials and/or services provided to the contracting entity during the previous calendar month. Such invoices shall be issued no later than 15 days after the close of the monthly billing period. If the County agency/department/district does not utilize a monthly billing cycle, the invoice shall be issued no later than 15 days after actual cost data is available. Payment due date shall be invoice date plus 30 days. Examples of actual cost contracts for the ongoing, recurring provision of materials and/or services might be a city contracting with the County for communications equipment repair or waste disposal at a County landfill. V. PAYMENT DUE DATES Notwithstanding the provisions of Sections II and III above, payment due date shall be at least invoice date plus 30 days. If the County is late in issuing an invoice, the contracting entity would always have at least invoice date plus 30 days to pay. If the County is early in issuing an invoice, the contracting entity would still have a payment due date of either 60 days after the beginning of the quarter (quarterly invoices) or 30 days after the beginning of the service month (monthly invoices). (EXAMPLES: An invoice for October service, dated and issued October 8 (late) would have a payment due date of November 7. An invoice for August service, dated and issued July 20 (early) would have a payment due date of August 30.) Page 2 of 4 VI. LATE CHARGES The late payment of any invoiced amount by a contracting entity will cause the County to incur costs not contemplated by the County/contracting entity agreement, the exact amount of such cost will be extremely difficult to ascertain. Such costs include, but are not limited to, costs such as administrative follow-up and processing of delinquent notices, increased accounting costs, etc. Late charges will be assessed in the following situations: - Over-the-counter payments will be assessed a late charge if any payment is not received by the County by the payment due date. - Payments transmitted to the County via the U.S. Mail that have the payer's postage meter mark will be assessed a late charge if any payment is not received by the County by the payment due date plus one day. - Payments transmitted to the County via the U.S. Mail that have a U.S. Post Office postmark dated after the payment due date will be assessed a late charge. The late charge assessed in each of these situations shall be three-quarters of one percent (0.75%) of the payment due and unpaid plus $100.00 for late payments made within 30 days of the payment due date. An additional charge of three-quarters of one percent (0.75%) of said payment shall be added for each additional 30 -day period that the payment remains unpaid. Late charges shall be added to the payment and invoiced to the contracting entity in accordance with this policy. VII. COLLECTIONS Any invoice remaining unpaid 90 days after the invoice date shall be referred to the Auditor - Controller for subsequent collection action, such as deduction from contracting entity moneys on deposit with the County Treasurer in accordance with Government Code Section 907 and any other applicable provision of law. Non-payment of invoices and applicable late charges will constitute a breach of contract for which the County retains all legal remedies including termination of the contract. VIII. DISCOUNT FOR EARLY PAYMENT Any payment received by the County from a contracting entity 20 days or more before the payment due date shall be entitled to a discount of one-quarter of one percent (0.25%). If the contracting entity takes a discount, and the payment is received by the County less than 20 days before the payment due date, County staff shall immediately notify the contracting entity by telephone that the discount should not have been taken and that the balance is due by the original payment due date. If the balance is not received by the County in accordance with the dates as specified in Section VII, applicable late charges shall be calculated on the balance due. Page 3 of 4 IX. DEFERRED REVENUE At fiscal year end, any portion of revenue invoiced (not necessarily received) during the fiscal year being closed out that represents charges or prepayment for materials and/or services for the upcoming fiscal year shall be reclassified from a revenue account to a deferred revenue account (liability). In the new fiscal year the deferred revenue shall be reclassified to a revenue account. (EXAMPLE: On June 1, 19X1, a city is invoiced $48,000 which represents charges for the 12 -month period June 1, 19X1 to May 31, 19X2. The amount to be reclassified to deferred revenue would be $44,000, representing 11/12ths of the total amount. In July 19X1, the $44,000 would be reclassified to revenue.) Reclassification entries shall be made by Auditor -Controller Agency Accounting units, or for those agencies/departments/districts without such a unit, the agency/department/district shall notify the Auditor -Controller of the amounts to be reclassified. X. COST RECOVERY All County agencies/department/districts shall include all costs of providing contracted services in contract rates. Including all direct costs, allocated indirect costs such as departmental and County (CWCAP) overhead, and cost of capital financing. XI. EXISTING CONTRACTS Billing terms and provisions contained in existing contracting entity agreements (existing as of the date this policy is approved by the Board of Supervisors) shall remain in effect for the life of the contract. However, when these existing contracts are renegotiated, they shall contain the billing provisions as set forth in this policy. XII. DEVIATIONS FROM POLICY Deviations from this policy shall be approved by the Board of Supervisors. Proposed deviations by agencies/departments/districts shall be submitted to the CEO for concurrence in advance of filing an Agenda Item Transmittal (AIT) with the Clerk of the Board. The CEO, or his/her designee, shall advise the agency/department/district of approval or disapproval of the proposed deviations. If a County agency/department/district submits a contract to the Board of Supervisors for approval, and the billing provisions in the contract deviate from this policy, the agency/department/district shall specifically advise the Board of Supervisors in the AIT of the deviation, the reason for the deviation, and of the CEO's recommendation relative thereto. Page 4 of 4 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 AGREEMENT BETWEEN THE COUNTY OF ORANGE AND THE CITY OF NEWPORT BEACH THIS AGREEMENT is entered into this Twenty-ninth day of June, 2005, which date is enumerated for purposes of reference only, by and between the COUNTY OF ORANGE a political subdivision of the STATE OF CALIFORNIA, hereinafter referred to as "COUNTY" and CITY OF NEWPORT BEACH, a municipal corporation, hereinafter referred to as "CITY". WITNESSETH: WHEREAS, CITY wishes to contract with COUNTY Sheriff -Coroner Department, hereinafter referred to as "SHERIFF", for supplemental law enforcement services during certain events; and WHEREAS, COUNTY is agreeable to the rendering of such services, as authorized in Government Code Sections 51301 and 55632, on the terms and conditions hereinafter set forth: NOW, THEREFORE, IT IS MUTUALLY AGREED AS FOLLOWS: Page 1 of 6 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 // // // // // // // // // // // // // // TABLE OF CONTENTS Page 2 of 6 SECTION PAGE A. Term 3 B. Optional Termination 3 C. Services by COUNTY 3 D. Payment 3 E. Alteration of Terms 4 F. Status of COUNTY 4 G. Indemnification 4 Signature Page 6 Page 2 of 6 1 A. 2 3 4 5 B. 6 7 s C. 9 10 11 12 13 14 D. 15 16 17 18 19 20 21 22 23 24 25 26 27 2s TERM: The term of this Agreement shall be for (2) days, commencing July 4, 2005 and terminating July 5, 2005, unless earlier terminated by either party in the manner set forth herein. OPTIONAL TERMINATION: COUNTY or CITY may terminate this Agreement, without cause, upon twenty (20) days written notice to the other party. SERVICES BY COUNTY: CITY occasionally has a need for supplemental law enforcement support during special events. At the discretion of SHERIFF, COUNTY may provide such support services as requested by CITY. These services will be utilized within the COUNTY OF ORANGE. CITY shall notify COUNTY at least thirty (30) days in advance of the need for these services. PAYMENT: 1. Pursuant to Government Code Section 51350, CITY agrees to pay to COUNTY the costs of performing the services mutually agreed upon in this Agreement. The cost of services includes: salaries, wages, benefits, mileage, services, supplies, and divisional, departmental and COUNTY General overhead. 2. The rate charged to CITY by COUNTY shall be computed by SHERIFF in accordance with COUNTY Auditor -Controller's law enforcement cost study in effect at the time the services are provided. 3. COUNTY shall invoice CITY upon completion of the specific event. 4. CITY shall pay COUNTY in accordance with COUNTY Board of Supervisors' approved County Billing Policy, which is attached hereto as Attachment A, and incorporated herein by this reference. 5. COUNTY shall charge CITY late payment penalties in accordance with County Billing Policy. Page 3 of 6 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 11 E. ALTERATION OF TERMS: IN G. I // // This Agreement fully expresses all understanding of CITY and COUNTY with respect to the subject matter of this Agreement, and shall constitute the total Agreement between the parties for these purposes. No addition to, or alteration of, the terms of this Agreement shall be valid unless made in writing, formally approved and executed by duly authorized agents of both parties. STATUS OF COUNTY: COUNTY is, and shall at all times be deemed to be, an independent contractor. Nothing herein contained shall be construed as creating the relationship of employer and employee, or principal and agent, between CITY and COUNTY or any of COUNTY'S agents or employees. COUNTY and its SHERIFF shall retain all authority for rendition of services, standards of performance, control of personnel, and other matters incident to the performance of services by COUNTY pursuant to this Agreement. COUNTY, its agents and employees, shall not be entitled to any rights or privileges of CITY employees and shall not be considered in any manner to be CITY employees. INDEMNIFICATION: 1. COUNTY, its officers, agents and employees shall not be deemed to have assumed any liability for the negligence or any other act or omission of CITY or any of its officers or employees, or for any dangerous or defective condition of any public street or work or property of CITY, or for any illegality or unconstitutionality of CITY'S municipal ordinances. CITY shall indemnify and hold COUNTY, its officers, agents, employees, and independent contractors free and harmless from any claim or liability whatsoever, based or asserted upon the condition of any public street or work or property of CITY or upon the illegality or unconstitutionality of any municipal ordinances Page 4 of 6 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 H 20 21 H 22 23 H 24 25 H 26 27 H 28 INDEMNIFICATION: (Continued) of CITY that SHERIFF had enforced, or upon any act or omission of CITY, its officers, agents, employees, subcontractors or independent contractors related to this Agreement, for property damage, bodily injury or death or any other element of damage of any kind or nature, and CITY shall defend at its expense, including attorney fees, COUNTY, its officers, agents, employees and independent contractors in any legal action or claim of any kind based upon such condition of public street or work or property, or alleged illegality or unconstitutionality of a municipal ordinance, or alleged acts or omissions. 2. COUNTY shall indemnify and hold CITY, its officers, agents, employees and independent contractors free and harmless from any claim or liability whatsoever, based or asserted upon any act or omission of COUNTY, its officers, agents, employees, subcontractors or independent contractors related to this Agreement, for property damage, bodily injury or death or any other element of damage of any kind or nature, and COUNTY shall defend at its expense, including attorney fees, CITY, its officers, agents, employees and independent contractors in any legal action or claim of any kind based upon such alleged acts or omissions. Page 5 of 6 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 Mem 27 28 IN WITNESS WHEREOF, the parties have executed the AGREEMENT in the County of Ora g , State of California. BY:DATED: CITY APPROVED AS TO FORM: BY:%'G City Attorney COUNTY OF ORANGE BY: DATED: dJ Michael S. Carona, Sheriff -Coroner 7/15/05 Page 6 of 6 ATTACHMENT A COUNTY BILLING POLICY APPROVED BY BOARD MINUTE ORDER DATED OCTOBER 27, 1992 POLICY All County agencies/departments/districts (County) governed by the Board of Supervisors shall bill contracting entities for materials and/or services provided under contract in accordance with the following standardized billing and collection policy. Billing frequency is dependent on whether the contract is a fixed price or actual cost contract. Payment due date is designed to be both responsive to the County's cash flow needs and reasonable enough as to not require special processing by the contracting entity. If payments are not received by the required due dates, a late payment fee shall be computed and billed to the contracting entity in accordance with the requirements of this procedure. Nothing herein shall affect the liability, including pre -judgment interest, of the contracting party for services or materials in as much as this is a policy to enact standard billing practices. DEFINITIONS A. Contract for the purposes of this policy - A contract is a formal written agreement, a purchase order from the contracting entity, or any other acceptable mutual understanding between the contracting parties. B. Received by the County - The phrase "received by the County", as used in Section VI of this policy, refers to the date a payment is received by the County. It is defined as the date the payment is in the County's possession. It is not the date the payment is posted or deposited by the County. III. FIXED PRICE CONTRACTS A. Fixed Price (One-Time/Non-Recurring Contracts) - Invoices that represent a billing for a one-time, non-recurring provision of materials and/or services shall be issued no later than five (5) working days after delivery by the County of the materials and/or services. Examples of such one-time, non-recurring provision of materials and/or services might be a city contracting with the Sheriff for security service at a parade or sporting event; or, a city purchasing a computer listing containing certain city -requested data. Payment due date shall be invoice date plus 30 days. B. Fixed Price (Ongoing/Recurring Contracts) - Invoices that represent a billing for an ongoing, recurring provision of materials and/or services shall be issued according to the following frequency: 1. Annual Billings that total $10,000 or less per 12 -month period shall be billed via one (1) annual invoice. Annual invoices will be issued for each 12 -month period of the contract, or portions thereof. Invoices shall be issued no later than five working days after the beginning of each 12 -month period. Payment due date shall be invoice date plus 30 days. Page 1 of 4 2. Quarterly Billings that are greater than $10,000 but not more than $200,000 per 12 - month period, shall be billed in quarterly installments. Quarterly invoices will be issued representing the contract amount for each 12 -month period of the contract, or portions thereof, prorated into four (4) installments. Invoices shall be issued no later than 30 days after the beginning of each quarter. Payment due date shall be 60 days after the beginning of each calendar quarter. 3. Monthly Billings that are greater than $200,000 per 12 -month period shall be billed in monthly installments. Monthly invoices will be issued representing the contract amount for each 12 -month period of the contract, or portions thereof, prorated into 12 installments. Invoices shall be issued on or before the first day of each service month. Payment due date shall be 30 days after the beginning of each service month. An example of a fixed price contract for ongoing, recurring provision of materials and/or services might be a city contracting with the Sheriff for law enforcement services. IV. ACTUAL COST CONTRACTS A. Actual Cost (One-Time/Non-Recurrinq Contracts) - Invoices that represent a billing for a one-time, non-recurring provision of materials and/or services shall be issued after delivery by the County of the materials and/or services and no later than 15 days after actual cost data is available. Payment due date shall be invoice date plus 30 days. B. Actual Cost (Ongoing/Recurring Contracts) - Invoices that represent a billing for an ongoing, recurring provision of materials and/or services shall be issued on a monthly basis and shall represent the cost of materials and/or services provided to the contracting entity during the previous calendar month. Such invoices shall be issued no later than 15 days after the close of the monthly billing period. If the County agency/department/district does not utilize a monthly billing cycle, the invoice shall be issued no later than 15 days after actual cost data is available. Payment due date shall be invoice date plus 30 days. Examples of actual cost contracts for the ongoing, recurring provision of materials and/or services might be a city contracting with the County for communications equipment repair or waste disposal at a County landfill. V. PAYMENT DUE DATES Notwithstanding the provisions of Sections II and III above, payment due date shall be at least invoice date plus 30 days. If the County is late in issuing an invoice, the contracting entity would always have at least invoice date plus 30 days to pay. If the County is early in issuing an invoice, the contracting entity would still have a payment due date of either 60 days after the beginning of the quarter (quarterly invoices) or 30 days after the beginning of the service month (monthly invoices). (EXAMPLES: An invoice for October service, dated and issued October 8 (late) would have a payment due date of November 7. An invoice for August service, dated and issued July 20 (early) would have a payment due date of August 30.) Page 2 of 4 VI. LATE CHARGES The late payment of any invoiced amount by a contracting entity will cause the County to incur costs not contemplated by the County/contracting entity agreement, the exact amount of such cost will be extremely difficult to ascertain. Such costs include, but are not limited to, costs such as administrative follow-up and processing of delinquent notices, increased accounting costs, etc. Late charges will be assessed in the following situations: - Over-the-counter payments will be assessed a late charge if any payment is not received by the County by the payment due date. - Payments transmitted to the County via the U.S. Mail that have the payer's postage meter mark will be assessed a late charge if any payment is not received by the County by the payment due date plus one day. - Payments transmitted to the County via the U.S. Mail that have a U.S. Post Office postmark dated after the payment due date will be assessed a late charge. The late charge assessed in each of these situations shall be three-quarters of one percent (0.75%) of the payment due and unpaid plus $100.00 for late payments made within 30 days of the payment due date. An additional charge of three-quarters of one percent (0.75%) of said payment shall be added for each additional 30 -day period that the payment remains unpaid. Late charges shall be added to the payment and invoiced to the contracting entity in accordance with this policy. VII. COLLECTIONS Any invoice remaining unpaid 90 days after the invoice date shall be referred to the Auditor - Controller for subsequent collection action, such as deduction from contracting entity moneys on deposit with the County Treasurer in accordance with Government Code Section 907 and any other applicable provision of law. Non-payment of invoices and applicable late charges will constitute a breach of contract for which the County retains all legal remedies including termination of the contract. VIII. DISCOUNT FOR EARLY PAYMENT Any payment received by the County from a contracting entity 20 days or more before the payment due date shall be entitled to a discount of one-quarter of one percent (0.25%). If the contracting entity takes a discount, and the payment is received by the County less than 20 days before the payment due date, County staff shall immediately notify the contracting entity by telephone that the discount should not have been taken and that the balance is due by the original payment due date. If the balance is not received by the County in accordance with the dates as specified in Section VII, applicable late charges shall be calculated on the balance due. Page 3 of 4 IX. DEFERRED REVENUE At fiscal year end, any portion of revenue invoiced (not necessarily received) during the fiscal year being closed out that represents charges or prepayment for materials and/or services for the upcoming fiscal year shall be reclassified from a revenue account to a deferred revenue account (liability). In the new fiscal year the deferred revenue shall be reclassified to a revenue account. (EXAMPLE: On June 1, 19X1, a city is invoiced $48,000 which represents charges for the 12 -month period June 1, 19X1 to May 31, 19X2. The amount to be reclassified to deferred revenue would be $44,000, representing 11/12ths of the total amount. In July 19X1, the $44,000 would be reclassified to revenue.) Reclassification entries shall be made by Auditor -Controller Agency Accounting units, or for those agencies/departments/districts without such a unit, the agency/department/district shall notify the Auditor -Controller of the amounts to be reclassified. X. COST RECOVERY All County agencies/department/districts shall include all costs of providing contracted services in contract rates. Including all direct costs, allocated indirect costs such as departmental and County (CWCAP) overhead, and cost of capital financing. XI. EXISTING CONTRACTS Billing terms and provisions contained in existing contracting entity agreements (existing as of the date this policy is approved by the Board of Supervisors) shall remain in effect for the life of the contract. However, when these existing contracts are renegotiated, they shall contain the billing provisions as set forth in this policy. XII. DEVIATIONS FROM POLICY Deviations from this policy shall be approved by the Board of Supervisors. Proposed deviations by agencies/departments/districts shall be submitted to the CEO for concurrence in advance of filing an Agenda Item Transmittal (AIT) with the Clerk of the Board. The CEO, or his/her designee, shall advise the agency/department/district of approval or disapproval of the proposed deviations. If a County agency/department/district submits a contract to the Board of Supervisors for approval, and the billing provisions in the contract deviate from this policy, the agency/department/district shall specifically advise the Board of Supervisors in the AIT of the deviation, the reason for the deviation, and of the CEO's recommendation relative thereto. Page 4 of 4 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 1 04.1 AGREEMENT BETWEEN THE COUNTY OF ORANGE AND THE CITY OF NEWPORT BEACH THIS AGREEMENT is entered into this First day of June 2002, which date is enumerated for purposes of reference only, by and between the COUNTY OF ORANGE a political subdivision of the STATE OF CALIFORNIA, hereinafter referred to as "COUNTY" and CITY OF NEWPORT BEACH, a municipal corporation, hereinafter referred to as "CITY". WITNESSETH: WHEREAS, CITY wishes to contract with COUNTY Sheriff -Coroner Department, hereinafter referred to as "SHERIFF", for supplemental law enforcement services during certain events; and WHEREAS, COUNTY is agreeable to the rendering of such services, as authorized in Government Code Sections 51301 and 55632, on the terms and conditions hereinafter set forth: NOW, THEREFORE, IT IS MUTUALLY AGREED AS FOLLOWS: H H H H H H H H H Page 1 of 6 1 TABLE OF CONTENTS 2 3 SECTION PAGE 4 A. Term 3 5 B. Optional Termination 3 6 C. Services by COUNTY 3 7 D. Payment 3 8 E. Alteration of Terms 4 9 F. Status of COUNTY 4 10 G. Indemnification 4 11 Signature Page 6 12 13 // 14 15 16 17 // 18 19 20 21 22 23 24 25 26 27 28 // Page 2 of 6 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 A. TERM: The term of this Agreement shall be for one (1) day, commencing July 4, 2002 and terminating July 5, 2002, unless earlier terminated by either party in the manner set forth herein. B. OPTIONAL TERMINATION: COUNTY or CITY may terminate this Agreement, without cause, upon twenty (20) days written notice to the other party. C. SERVICES BY COUNTY: CITY occasionally has a need for supplemental law enforcement support during special events. At the discretion of SHERIFF, COUNTY may provide such support services as requested by CITY. These services will be utilized within the COUNTY OF ORANGE. CITY shall notify COUNTY at least thirty (30) days in advance of the need for these services. D. PAYMENT: 1. Pursuant to Government Code Section 51350, CITY agrees to pay to COUNTY the costs of performing the services mutually agreed upon in this Agreement. The cost of services includes: salaries, wages, benefits, mileage, services, supplies, and divisional, departmental and COUNTY General overhead. 2. The rate charged to CITY by COUNTY shall be computed by SHERIFF in accordance with COUNTY Auditor -Controller's law enforcement cost study in effect at the time the services are provided. 3. COUNTY shall invoice CITY upon completion of the specific event. 4. CITY shall pay COUNTY in accordance with COUNTY Board of Supervisors' approved County Billing Policy, which is attached hereto as Attachment A, and incorporated herein by this reference. 5. COUNTY shall charge CITY late payment penalties in accordance with County Billing Policy. Page 3 of 6 2 11 E. ALTERATION OF TERMS: 3 This Agreement fully expresses all understanding of CITY and COUNTY with 4 respect to the subject matter of this Agreement, and shall constitute the total 5 Agreement between the parties for these purposes. No addition to, or 6 alteration of, the terms of this Agreement shall be valid unless made in writing, 7 formally approved and executed by duly authorized agents of both parties. s F. STATUS OF COUNTY: 9 COUNTY is, and shall at all times be deemed to be, an independent contractor. 10 Nothing herein contained shall be construed as creating the relationship of 11 employer and employee, or principal and agent, between CITY and COUNTY 12 or any of COUNTY'S agents or employees. COUNTY and its SHERIFF shall 13 retain all authority for rendition of services, standards of performance, control of 14 personnel, and other matters incident to the performance of services by 15 COUNTY pursuant to this Agreement. COUNTY, its agents and employees, 16 shall not be entitled to any rights or privileges of CITY employees and shall not 17 be considered in any manner to be CITY employees. 18 G. INDEMNIFICATION: 19 1. COUNTY, its officers, agents and employees shall not be deemed to have 20 assumed any liability for the negligence or any other act or omission of CITY 21 or any of its officers or employees, or for any dangerous or defective 22 condition of any public street or work or property of CITY, or for any illegality 23 or unconstitutionality of CITY'S municipal ordinances. CITY shall indemnify 24 and hold COUNTY, its officers, agents, employees, and independent 25 contractors free and harmless from any claim or liability whatsoever, based 26 or asserted upon the condition of any public street or work or property of 27 CITY or upon the illegality or unconstitutionality of any municipal ordinances 2s Page 4 of 6 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 H 24 25 26 27 28 H H INDEMNIFICATION: (Continued) of CITY that SHERIFF had enforced, or upon any act or omission of CITY, its officers, agents, employees, subcontractors or independent contractors related to this Agreement, for property damage, bodily injury or death or any other element of damage of any kind or nature, and CITY shall defend at its expense, including attorney fees, COUNTY, its officers, agents, employees and independent contractors in any legal action or claim of any kind based upon such condition of public street or work or property, or alleged illegality or unconstitutionality of a municipal ordinance, or alleged acts or omissions. 2. COUNTY shall indemnify and hold CITY, its officers, agents, employees and independent contractors free and harmless from any claim or liability whatsoever, based or asserted upon any act or omission of COUNTY, its officers, agents, employees, subcontractors or independent contractors related to this Agreement, for property damage, bodily injury or death or any other element of damage of any kind or nature, and COUNTY shall defend at its expense, including attorney fees, CITY, its officers, agents, employees and independent contractors in any legal action or claim of any kind based upon such alleged acts or omissions. Page 5 of 6 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 IN WITNESS WHEREOF, the parties have executed the AGREEMENT in the County of Orange, State of California. r° BY: DATED: CITY / � APPROVED AS TO FORM: BY: rl ( C14it Ci y Attorney COUNTY OF ORANGE BY:; -' e.�- DATED: a -"L- �� e Michael S. Carona, Sheriff -Coroner 6/6/02 Page 6 of 6 COUNTY BILLING POLICY POLICY ATTACHMENT A All County agencies/departments/districts (County) governed by the Board of Supervisors shall bill contracting entities for materials and/or services provided under contract in accordance with the following standardized billing and collection policy. Billing frequency is dependent on whether the contract is a fixed price or actual cost contract. Payment due date is designed to be both responsive to the County's cash flow needs and reasonable enough as to not require special processing by the contracting entity. If payments are not received by the required due dates, a late payment fee shall be computed and billed to the contracting entity in accordance with the requirements of this procedure. Nothing herein shall affect the liability, including pre judgment interest, of the contracting party for services or materials in as much as this is a policy to enact standard billing practices. II. DEFINITIONS A. Contract for the purposes of this policy - A contract is a formal written agreement, a purchase order from the contracting entity, or any other acceptable mutual understanding between the contracting parties. B. Received by the County - The phrase "received by the County", as used in Section VI of this policy, refers to the date a payment is received by the County. It is defined as the date the payment is in the County's possession. It is not the date the payment is posted or deposited by the County. III. FIXED PRICE CONTRACTS A. Fixed Price (One-Time/Non-Recurring Contracts) - Invoices that represent a billing for a one-time, non-recurring provision of materials and/or services shall be issued no later than five (5) working days after delivery by the County of the materials and/or services. Examples of such one-time, non-recurring provision of materials and/or services might be: a city contracting with the Sheriff for security service at a parade or sporting event; or, a city purchasing a computer listing containing certain city -requested data. Payment due date shall be invoice date plus 30 days. B. Fixed Price (Ongoing/Recurring Contracts) - Invoices that represent a billing for an ongoing, recurring provision of materials and/or services shall be issued according to the following frequency: 1. Annual Billings that total $10,000 or less, per 12 -month period, shall be billed via one (1) annual invoice. Annual invoices will be issued for each 12 -month period of the contract, or portions thereof. Invoices shall be issued no later than five working days after the beginning of each 12 -month period. Payment due date shall be invoice date plus 30 days. Page 1 of 4 2. Quarterly Billings that are greater than $10,000, but not more than $200,000 per 12 - month period, shall be billed in quarterly installments. Quarterly invoices will be issued representing the contract amount for each 12 -month period of the contract, or portions thereof, prorated into four (4) installments. Invoices shall be issued no later than 30 days after the beginning of each quarter. Payment due date shall be 60 days after the beginning of each calendar quarter. Monthly Billings that are greater than $200,000, per 12 -month period, shall be billed in monthly installments. Monthly invoices will be issued representing the contract amount for each 12 -month period of the contract, or portions thereof, prorated into 12 installments. Invoices shall be issued on or before the first day of each service month. Payment due date shall be 30 days after the beginning of each service month. An example of a fixed price contract for ongoing, recurring provision of materials and/or services might be a city contracting with the Sheriff for law enforcement services. IV. ACTUAL COST CONTRACTS A. Actual Cost (One-Time/Non-Recurring Contracts) - Invoices that represent a billing for a one-time, non-recurring provision of materials and/or services shall be issued after delivery by the County of the materials and/or services and no later than 15 days after actual cost data is available. Payment due date shall be invoice date plus 30 days. B. Actual Cost (Ongoinq/Recurring Contracts) - Invoices that represent a billing for an ongoing, recurring provision of materials and/or services shall be issued on a monthly basis and shall represent the cost of materials and/or services provided to the contracting entity during the previous calendar month. Such invoices shall be issued no later than 15 days after the close of the monthly billing period. If the County agency/department/district does not utilize a monthly billing cycle, the invoice shall be issued no later than 15 days after actual cost data is available. Payment due date shall be invoice date plus 30 days. Examples of actual cost contracts for the ongoing, recurring provision of materials and/or services might be a city contracting with the County for communications equipment repair or waste disposal at a County landfill. V. PAYMENT DUE DATES Notwithstanding the provisions of Sections II and III above, payment due date shall be at least invoice date plus 30 days. If the County is late in issuing an invoice, the contracting entity would always have at least invoice date plus 30 days to pay. If the County is early in issuing an invoice, the contracting entity would still have a payment due date of either 60 days after the beginning of the quarter (quarterly invoices) or 30 days after the beginning of the service month (monthly invoices). (EXAMPLES: An invoice for October service, dated and issued October 8 (late) would have a payment due date of November 7. An invoice for August service, dated and issued July 20 (early) would have a payment due date of August 30.) Page 2 of 4 VI. LATE CHARGES The late payment of any invoiced amount by a contracting entity will cause the County to incur costs not contemplated by the County/contracting entity agreement, the exact amount of such cost will be extremely difficult to ascertain. Such costs include, but are not limited to, costs such as administrative follow-up and processing of delinquent notices, increased accounting costs, etc. Late charges will be assessed in the following situations: - Over-the-counter payments will be assessed a late charge if any payment is not received by the County by the payment due date. - Payments transmitted to the County via the U.S. Mail that have the payer's postage meter mark will be assessed a late charge if any payment is not received by the County by the payment due date plus one day. - Payments transmitted to the County via the U.S. Mail that have a U.S. Post Office postmark dated after the payment due date will be assessed a late charge. The late charge assessed in each of these situations shall be three-quarters of one percent (0.75%) of the payment due and unpaid plus $100.00 for late payments made within 30 days of the payment due date. An additional charge of three-quarters of one percent (0.75%) of said payment shall be added for each additional 30 -day period that the payment remains unpaid. Late charges shall be added to the payment and invoiced to the contracting entity in accordance with this policy. VII. COLLECTIONS Any invoice remaining unpaid 90 days after the invoice date shall be referred to the Auditor - Controller for subsequent collection action, such as deduction from contracting entity moneys on deposit with the County Treasurer in accordance with Government Code Section 907 and any other applicable provision of law. Non-payment of invoices and applicable late charges will constitute a breach of contract for which the County retains all legal remedies including termination of the contract. VIII. DISCOUNT FOR EARLY PAYMENT Any payment received by the County from a contracting entity 20 days or more before the payment due date shall be entitled to a discount of one-quarter of one percent (0.25%). If the contracting entity takes a discount, and the payment is received by the County less than 20 days before the payment due date, County staff shall immediately notify the contracting entity by telephone that the discount should not have been taken and that the balance is due by the original payment due date. If the balance is not received by the County in accordance with the dates as specified in Section VII, applicable late charges shall be calculated on the balance due. Page 3 of 4 IX. DEFERRED REVENUE At fiscal year end, any portion of revenue invoiced (not necessarily received) during the fiscal year being closed out that represents charges or prepayment for materials and/or services for the upcoming fiscal year shall be reclassified from a revenue account to a deferred revenue account (liability). In the new fiscal year the deferred revenue shall be reclassified to a revenue account. (EXAMPLE: On June 1, 19X1, a city is invoiced $48,000 which represents charges for the 12 -month period June 1, 19X1 to May 31, 19X2. The amount to be reclassified to deferred revenue would be $44,000, representing 11/12ths of the total amount. In July 19X1, the $44,000 would be reclassified to revenue.) Reclassification entries shall be made by Auditor -Controller Agency Accounting units, or for those agencies/departments/districts without such a unit, the agency/department/district shall notify the Auditor -Controller of the amounts to be reclassified. X. COST RECOVERY All County agencies/department/districts shall include all costs of providing contracted services in contract rates. Including all direct costs, allocated indirect costs such as departmental and County (CWCAP) overhead, and cost of capital financing. XI. EXISTING CONTRACTS Billing terms and provisions contained in existing contracting entity agreements (existing as of the date this policy is approved by the Board of Supervisors) shall remain in effect for the life of the contract. However, when these existing contracts are renegotiated, they shall contain the billing provisions as set forth in this policy. XII. DEVIATIONS FROM POLICY Deviations from this policy shall be approved by the Board of Supervisors. Proposed deviations by agencies/departments/districts shall be submitted to the CEO for concurrence in advance of filing an Agenda Item Transmittal (AIT) with the Clerk of the Board. The CEO, or his/her designee, shall advise the agency/department/district of approval or disapproval of the proposed deviations. If a County agency/department/district submits a contract to the Board of Supervisors for approval, and the billing provisions in the contract deviate from this policy, the agency/department/district shall specifically advise the Board of Supervisors in the AIT of the deviation, the reason for the deviation, and of the CEO's recommendation relative thereto. Page 4 of 4 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 AGREEMENT BETWEEN COUNTY OF ORANGE AND THE CITY OF NEWPORT BEACH FOR NURSING SERVICES THIS AGREEMENT is entered into this First day of July 2002, which date is enumerated for purposes of reference only, by and between the COUNTY OF ORANGE a political subdivision of the STATE OF CALIFORNIA, hereinafter referred to as "COUNTY" and CITY OF NEWPORT BEACH, a municipal corporation, hereinafter referred to as "CITY" WITNESSETH: WHEREAS, CITY wishes to contract with COUNTY Health Care Agency hereinafter referred to as "HEALTH CARE AGENCY", for nursing services during certain events; and WHEREAS, COUNTY is agreeable to the rendering of such services on the terms and conditions hereinafter set forth: NOW, THEREFORE, IT IS MUTUALLY AGREED AS FOLLOWS: // // // // // // // // // // // // // // // // 1 of 5 I TABLE OF CONTENTS 2 SECTION PAGE A. Term................................................................................................................................... 3 3 B. Services by COUNTY....................................................................................................... 3 4 C. Payment 5 D. Alteration of Terms........................................................................................................... 3 6 E. Status of COUNTY.................. ......................................................................................... 3 7 F. Indemnification.................................................................................................................. 4 8 Signature Page 9 // 10 // 11 // // 12 // 13 // 14 // 15 // 16 // 17 // // 18 // 19 // 20 // 21 // 22 // // 23 // 24 // 25 // 26 // 27 // // 28 // 29 // 30 // 31 // 32 // // 33 // 34 // 35 // 36 // 37 // 2of5 I A. TERM: 2 The term of this Agreement shall be for one (1) day, commencing July 4, 2002 and terminating on 3 July 5, 2002. 4 B. SERVICES BY COUNTY: 5 CITY has a one-time need for supplemental personnel to provide medical screenings at special 6 events. At the discretion of HEALTH CARE AGENCY, COUNTY may provide such support 7 services as requested by CITY. These services will be utilized within the COUNTY OF ORANGE. 8 COUNTY shall provide one Registered Nurse, who has experience working at COUNTY Jail Intake 9 Release Center, to be assigned to CITY Command Post on July 4, 2002. Staff member provided by 10 COUNTY will work in conjunction with the CITY Fire Department to perform medical screenings, 11 assess and treat injuries, and provide medical clearance for booking, when appropriate, to prisoners 12 who have minor injuries. COUNTY shall provide said services between the hours of 1:00 p.m. on 13 July 4, 2002 through 1:00 a.m. on July 5, 2002. At HEALTH CARE AGENCY'S discretion, 14 services may be provided in one (1) twelve (12) hour shift or two (2) six (6) hour shifts. 15 C. PAYMENT: 16 1. Pursuant to Government Code Section 51350, CITY agrees to pay to the COUNTY the costs of 17 performing the services mutually agreed upon in this Agreement. The cost of services includes: 18 salaries, wages, benefits, mileage, services, supplies and divisional, departmental and COUNTY 19 General overhead. 20 2. CITY shall reimburse COUNTY at the rate of $32.86 per hour plus $0.365 per mile in 21 accordance with the terms of an agreement between the County of Orange and the City of 22 Newport Beach as outlined in County Billing Policy. 23 3. COUNTY shall invoice CITY upon completion of the specific event. 24 4. CITY shall pay COUNTY within thirty (30) days of receipt of invoice. 25 5. COUNTY shall charge CITY late payment penalties in accordance with County Billing Policy. 26 E. ALTERATION OF TERMS: 27 This Agreement fully expresses all understanding of CITY and COUNTY with respect to the subject 28 matter of this Agreement, and shall constitute the total Agreement between the parties for these 29 purposes. No addition to, or alteration of , the terms of this Agreement shall be valid unless made in 30 writing, formally approved and executed by duly authorized agents of both parties. 31 F. STATUS OF COUNTY: 32 COUNTY is, and shall at all times be deemed to be, an independent contractor. Nothing herein 33 contained shall be construed as creating the relationship of employer and employee, or principal and 34 agent, between CITY and COUNTY or any of COUNTY'S agents or employees. COUNTY and its 35 HEALTH CARE AGENCY shall retain all authority for rendition of services, standards of 36 performance, control of personnel, and other matters incident to the performance of services by 37 COUNTY pursuant to this Agreement. COUNTY, its agents and employees, shall not be entitled to 3of5 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 any rights or privileges of CITY employees and shall not be considered in any manner to be CITY employees. G. INDEMNIFICATION 1. COUNTY, its officers, agents and employees shall not be deemed to have assumed any liability for the negligence or any other act or omission of CITY or any of its officers or employees, or for any dangerous or defective condition of any public street or work or property of CITY. CITY shall indemnify and hold COUNTY, its officers, agents, employees, and independent contractors free and harmless from any claim or liability whatsoever, based or asserted upon the condition of any public street or work or property of CITY, or upon any act or omission of CITY, its officers, agents, employees, subcontractors or independent contractors related to this Agreement for property damage, bodily injury or death or any other element of damage of any kind or nature, and CITY shall defend at its expense, including attorney fees, COUNTY, its officers, agents, employees and independent contractors in any legal action or claim of any kind based upon such conditions of public street or work or property, or alleged acts or omissions. 2. CITY agrees to indemnify and hold harmless COUNTY, its officers, agents and employees from all liability, claims, losses and demands, including defense costs, whether resulting from court action or otherwise, arising out of the acts or omissions CITY, its officers, agents or employees, or the condition of property used in the performance of this Agreement. COUNTY agrees to provide CITY with written notification of any claim within thirty (30) days of notice thereof, to allow CITY control over the defense and settlement of the claim, and to cooperate with CITY in its defense. H H H H H H H U H H H H H H H H 4of5 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 IN WITNESS WHEREOF, executed the Agreement, in the County of Orange, State of California. BY: �A CITY APPROVED AS TO FORM BY: City Attorney COUNTY OF ORANGE 1 BY: APPROVED AS TO FORM OFFICE OF THE COUNTY COUNSEL ORANGE COUNTY, CALIFORNIA DATED: DATED: 6 - Qa BY: DATED: 2 -- DEPUTY 5of5 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 PZ -0 Mm K -M FIVE-YEAR AGREEMENT BETWEEN THE CITY OF NEWPORT BEACH AND THE COUNTY OF ORANGE THIS AGREEMENT, entered into this First day of May 1996, which date is enumerated for purposes of reference only, by and between the CITY OF NEWPORT BEACH, a municipal corporation, hereinafter referred to as "CITY' and the COUNTY OF ORANGE, a political subdivision of the STATE OF CALIFORNIA, hereinafter referred to as "COUNTY". WITNESSETH: WHEREAS, CITY wishes to contract with COUNTY Sheriff -Coroner Department, hereinafter referred to as "SHERIFF", for supplemental law enforcement services during special events; and WHEREAS, COUNTY is agreeable to the rendering of such services, as authorized in Government Code Sections 51301 and 55632, on the terms and conditions hereinafter set forth: NOW, THEREFORE, IT IS MUTUALLY AGREED AS FOLLOWS: // H H Page 1 of 6 ►A 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 // // // // // // // TABLE OF CONTENTS Page 2 of 6 SECTION PAGE A. Term 3 B. Optional Termination 3 C. Services by COUNTY 3 D. Payment 3 E. Alteration of Terms 4 F. Status of COUNTY 4 G. Indemnification 4 Signature Page 6 Page 2 of 6 1 A. 2 3 4 5 B. 6 7 8 C. 9 10 11 12 13 14 D. 15 16 17 18 19 20 21 22 23 24 25 26 27 28 1 1n TERM: The term of this Agreement shall be for five (5) years, commencing July 1, 1996 and terminating June 30, 2001, unless earlier terminated by either party in the manner set forth herein. OPTIONAL TERMINATION: COUNTY or CITY may terminate this Agreement, without cause, upon sixty (60) days written notice to the other party. SERVICES BY COUNTY: CITY occasionally has a need for supplemental law enforcement support during special events. At the discretion of SHERIFF, COUNTY may provide such supplemental law enforcement support services as requested by CITY. These services will be utilized within the COUNTY OF ORANGE. CITY shall notify COUNTY at least five (5) days in advance of the need for these services. PAYMENT: 1. Pursuant to Government Code Section 51350, CITY agrees to pay to COUNTY the costs of performing the services mutually agreed upon in this Agreement. The cost of services includes salaries, wages, benefits, mileage, services, supplies, and divisional, departmental and COUNTY General overhead. 2. The rate charged to CITY by COUNTY shall be computed by SHERIFF in accordance with COUNTY Auditor -Controller's law enforcement cost study. 3. COUNTY shall invoice CITY as costs occur related to a specific event. 4. CITY shall pay COUNTY in accordance with COUNTY Board of Supervisors' approved County Billing Policy, which is attached hereto as Attachment A, and incorporated herein by this reference. 5. COUNTY shall charge CITY late payment penalties in accordance with County Billing Policy. Page 3 of 6 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 !, 21 22 23 24 25 26 27 28 11 E. ALTERATION OF TERMS: iQ MCI This Agreement fully expresses all understanding of CITY and COUNTY with respect to the subject matter of this Agreement, and shall constitute the total Agreement between the parties for these purposes. No addition to, or alteration of, the terms of this Agreement shall be valid unless made in writing, formally approved and executed by duly authorized agents of both parties. STATUS OF COUNTY: COUNTY is, and shall at all times be deemed to be, an independent contractor. Nothing herein contained shall be construed as creating the relationship of employer and employee, or principal and agent, between CITY and COUNTY or any of COUNTY'S agents or employees. COUNTY and its SHERIFF shall retain all authority for rendition of services, standards of performance, control of personnel, and other matters incident to the performance of services by COUNTY pursuant to this Agreement. COUNTY, its agents and employees, shall not be entitled to any rights or privileges of CITY employees and shall not be considered in any manner to be CITY employees. INDEMNIFICATION: 1. COUNTY, its officers, agents and employees shall not be deemed to have assumed any liability for the negligence or any other act or omission of CITY or any of its officers or employees, or for any dangerous or defective condition of any public street or work or property of CITY, or for any illegality or unconstitutionality of CITY'S municipal ordinances. CITY shall indemnify and hold COUNTY, its officers, agents, employees, and independent contractors free and harmless from any claim or liability whatsoever, based or asserted upon the condition of any public street or work or property of CITY or upon the illegality or unconstitutionality of any municipal ordinances of CITY that SHERIFF had enforced, or upon any act or omission of CITY, its officers, agents, employees, subcontractors or independent contractors Page 4 of 6 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 INDEMNIFICATION (Continued) related to this Agreement, for property damage, bodily injury or death or any other element of damage of any kind or nature, and CITY shall defend at its expense, including attorney fees, COUNTY, its officers, agents, employees and independent contractors in any legal action or claim of any kind based upon such condition of public street or work or property, or alleged illegality or unconstitutionality of a municipal ordinance, or alleged acts or omissions. 2. COUNTY shall indemnify and hold CITY, its officers, agents, employees and independent contractors free and harmless from any claim or liability whatsoever, based or asserted upon any act or omission of COUNTY, its officers, agents, employees, subcontractors or independent contractors related to this Agreement, for property damage, bodily injury or death or any other element of damage of any kind or nature, and COUNTY shall defend at its expense, including attorney fees, CITY, its officers, agents, employees and independent contractors in any legal action or claim of any kind based upon such alleged acts or omissions. Page 5of6 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 KIM IN WITNESS WHEREOF, the parties have executed the AGREEMENT in the County of Orange, State of California. DATED: .S- /3- f� CITY OF NEWPORT BEACH BY: Mayor APPROVED/'AS TO FORM: V City Attorney - - - - - - - - - - - - - - - - - - - - - - - - - -- DATED': COI�NTi9( OF ORANGE of the Board of Supervisors SIGNED AND CERTIFIED THAT A COPY OF THIS DOCUMENT HAS BEEN DELIVERED TO THE - �QCHAIRMAN OF THE BOARD. �J�JUt BY: m (�_' (rA*,_Z Kathleen E. Goodno Acting Clerk of the Board of Supervisors of Orange County, California 411114 APPROVED AS TO FORM: Lawrence M. Watson Acting Chief Assistant County Counsel Orange County, California Deputy DATED: IN& 6 3/18/96 Page 6 of 6 COUNTY BILLING POLICY POLICY ATTACHMENT A All County agencies/departments/districts (County) governed by the Board of Supervisors shall bill contracting entities for materiels and/or services provided under contract in accordance with the following standardized billing and collection policy. Billing frequency is dependent on whether the contract is a fixed price or actual cost contract. Payment due date is designed to be both responsive to the County's cash flow needs and reasonable enough as to not require special processing by the contracting entity. If payments are not received by the required due dates, a late payment fee shall be computed and billed to the contracting entity in accordance with the requirements of this procedure. Nothing herein shall affect the liability, including prejudgment interest, of the contracting party for services or materiels in as much as this is a policy to enact standard billing practices. DEFINITIONS A. Contract for the purposes of this policy - A contract is a formal written agreement, a purchase order from the contracting entity, or any other acceptable mutual understanding between the contracting parties. B. Received by the County - The phrase "received by the County," as used in Section VI of this policy, refers to the date a payment is received by the County. It is defined as the date the payment is in the County's possession. It is not the date the payment is posted or deposited by the County. III. FIXED PRICE CONTRACTS A. Fixed Price (One-Time/Non-Recurring Contracts) - Invoices that represent a billing for a one-time, non-recurring provision of materiels and/or services shall be issued no later than five (5) working days after delivery by the County of the materiels and/or services. Examples of such one-time, non-recurring provision of materiels and/or services might be: a city contracting with the Sheriff for security service at a parade or sporting event; or, a city purchasing a computer listing containing certain city -requested data. Payment due date shall be invoice date plus 30 days. B. Fixed Price (Ongoing/Recurring Contracts) - Invoices that represent a billing for an ongoing, recurring provision of materiels and/or services shall be issued according to the following frequency: 1. Annual Billings that total $10,000 or less, per 12 -month period, shall be billed via one (1) annual invoice. Annual invoices will be issued for each 12 -month period of the contract, or portions thereof. Invoices shall be issued no later than five working days after the beginning of each 12 -month period. Payment due date shall be invoice date plus 30 days. Page 1 of 4 2. Quarterly Billings that are greater than $10,000, but not more than $200,000 per 12 - month period, shall be billed in quarterly installments. Quarterly invoices will be issued representing the contract amount for each 12 -month period of the contract, or portions thereof, prorated into four (4) installments. Invoices shall be issued no later than 30 days after the beginning of each quarter. Payment due date shall be 60 days after the beginning of each calendar quarter. 3. Monthly Billings that are greater than $200,000, per 12 -month period, shall be billed in monthly installments. Monthly invoices will be issued representing the contract amount for each 12 -month period of the contract, or portions thereof, prorated into 12 installments. Invoices shall be issued on or before the first day of each service month. Payment due date shall be 30 days after the beginning of each service month. An example of a fixed price contract for ongoing, recurring provision of materiels and/or services might be a city contracting with the Sheriff for law enforcement services. IV. ACTUAL COST CONTRACTS A. Actual Cost (One-Time/Non-Recurring Contracts) - Invoices that represent a billing for a one-time, non-recurring provision of materiels and/or services shall be issued after delivery by the County of the materiels and/or services and no later than 15 days after actual cost data is available. Payment due date shall be invoice date plus 30 days. B. Actual Cost (Ongoing/Recurring Contracts) - Invoices that represent a billing for an ongoing, recurring provision of materiels and/or services shall be issued on a monthly basis and shall represent the cost of materiels and/or services provided to the contracting entity during the previous calendar month. Such invoices shall be issued no later than 15 days after the close of the monthly billing period. If the County agency/department/district does not utilize a monthly billing cycle, the invoice shall be issued no later than 15 days after actual cost data is available. Payment due date shall be invoice date plus 30 days. Examples of actual cost contracts for the ongoing, recurring provision of materiels and/or services might be a city contracting with the County for communications equipment repair or waste disposal at a County landfill. V. PAYMENT DUE DATES Notwithstanding the provisions of Sections II and III above, payment due date shall be at least invoice date plus 30 days. If the County is late in issuing an invoice, the contracting entity would always have at least invoice date plus 30 days to pay. If the County is early in issuing an invoice, the contracting entity would still have a payment due date of either 60 days after the beginning of the quarter (quarterly invoices) or 30 days after the beginning of the service month (monthly invoices). (EXAMPLES: An invoice for October service, dated and issued October 8 (late) would have a payment due date of November 7. An invoice for August service, dated and issued July 20 (early) would have a payment due date of August 30.) Page 2 of 4 VI. LATE CHARGES The late payment of any invoiced amount by a contracting entity will cause the County to incur costs not contemplated by the County/contracting entity agreement, the exact amount of such cost will be extremely difficult to ascertain. Such costs include, but are not limited to, costs such as administrative follow-up and processing of delinquent notices, increased accounting costs, etc. Late charges will be assessed in the following situations: - Over-the-counter payments will be assessed a late charge if any payment is not received by the County by the payment due date. - Payments transmitted to the County via the U.S. Mail that have the payor's postage meter mark will be assessed a late charge if any payment is not received by the County by the payment due date plus one day. - Payments transmitted to the County via the U.S. Mail that have a U.S. Post Office postmark dated after the payment due date will be assessed a late charge. The late charge assessed in each of these situations shall be three-quarters of one percent (0.75%) of the payment due and unpaid plus $100.00 for late payments made within 30 days of the payment due date. An additional charge of three-quarters of one percent (0.75%) of said payment shall be added for each additional 30 -day period that the payment remains unpaid. Late charges shall be added to the payment and invoiced to the contracting entity in accordance with this policy. VII. COLLECTIONS Any invoice remaining unpaid 90 days after the invoice date shall be referred to the Auditor - Controller for subsequent collection action, such as deduction from contracting entity monies on deposit with the County Treasurer in accordance with Government Code Section 907 and any other applicable provision of law. Non-payment of invoices and applicable late charges will constitute a breach of contract for which the County retains all legal remedies including termination of the contract. VIII. DISCOUNT FOR EARLY PAYMENT Any payment received by the County from a contracting entity 20 days or more before the payment due date shall be entitled to a discount of one-quarter of one percent (0.25%). If the contracting entity takes a discount, and the payment is received by the County less than 20 days before the payment due date, County staff shall immediately notify the contracting entity by telephone that the discount should not have been taken and that the balance is due by the original payment due date. If the balance is not received by the County in accordance with the dates as specified in Section VII, applicable late charges shall be calculated on the balance due. Page 3 of 4 IX. DEFERRED REVENUE At fiscal year end, any portion of revenue invoiced (not necessarily received) during the fiscal year being closed out that represents charges or prepayment for materiels and/or services for the upcoming fiscal year shall be reclassified from a revenue account to a deferred revenue account (liability). In the new fiscal year the deferred revenue shall be reclassified to a revenue account. (EXAMPLE: On June 1, 19X1, a city is invoiced $48,000 which represents charges for the 12 -month period June 1, 19X1 to May 31, 19X2. The amount to be reclassified to deferred revenue would be $44,000, representing 11/12ths of the total amount. In July 19X1, the $44,000 would be reclassified to revenue.) Reclassification entries shall be made by Auditor -Controller Agency Accounting units, or for those agencies/departments/districts without such a unit, the agency/department/district shall notify the Auditor -Controller of the amounts to be reclassified. X. COST RECOVERY All County agencies/department/districts shall include all costs of providing contracted services in contract rates. Including all direct costs, allocated indirect costs such as departmental and County (CWCAP) overhead, and cost of capital financing. XI. EXISTING CONTRACTS Billing terms and provisions contained in existing contracting entity agreements (existing as of the date this policy is approved by the Board of Supervisors) shall remain in effect for the life of the contract. However, when these existing contracts are renegotiated, they shall contain the billing provisions as set forth in this policy. XII. DEVIATIONS FROM POLICY Deviations from this policy shall be approved by the Board of Supervisors. Proposed deviations by agencies/departments/districts shall be submitted to the CAO for concurrence in advance of filing an Agenda Item Transmittal (AIT) with the Clerk of the Board. The CAO, or his/her designee, shall advise the agency/department/district of approval or disapproval of the proposed deviations. If a County agency/department/district submits a contract to the Board of Supervisors for approval, and the billing provisions in the contract deviate from this policy, the agency/department/district shall specifically advise the Board of Supervisors in the AIT of the deviation, the reason for the deviation, and of the CAD's recommendation relative thereto. Page 4 of 4 4-19-96 dv 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26' 27' 28 C - 2,?,��4 FIVE-YEAR AGREEMENT BETWEEN THE CITY OF NEWPORT BEACH AND THE COUNTY OF ORANGE THIS AGREEMENT, entered into this first day of June 1991, which date is enumerated for purposes of reference only, by and between the CITY OF NEWPORT BEACH, a municipal corporation, hereinafter referred to as "CITY" and the COUNTY OF ORANGE, a political subdivision of the STATE OF CALIFORNIA, hereinafter referred to as "COUNTY." WITNESSETH: WHEREAS, CITY wishes to contract with COUNTY for supplemental law enforcement services during certain events; and WHEREAS, COUNTY is agreeable to the rendering of such services, as authorized in Government Code Sections 51301 and 55632, on the terms and conditions hereinafter set forth: NOW, THEREFORE, IT IS MUTUALLY AGREED AS FOLLOWS: Page 1 of 6 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 TABLE OF CONTENTS Page 2 of 6 PARAGRAPH PAGE A. Term . . . . . . . . . . . . . . . . . . . . . . 3 B. Optional Termination . . . . . . . . . . . . . . 3 C. Services by COUNTY . . . . . . . . . . . . . . . 3 D. Payment . . . . . . . . . . . . . . . . . . . . 3 E. Alteration of Terms . . . . . . . . . . . . . . 4 F. Status of COUNTY . . . . . . . . . . . . . . . . 4 G. Indemnification . . . . . . . . . . . . . . . . 5 SignaturePage . . . . . . . . . . . . . . . . . 6 Page 2 of 6 1 01 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25' 26 27 28 A. TERM: The term of this Agreement shall be for five (5) years, commencing July 1, 1991 and terminating June 30, 1996, unless earlier terminated by either party in the manner set forth herein. B. OPTIONAL TERMINATION: COUNTY or CITY may terminate this Agreement, without cause, upon sixty (60) days written notice to the other party. C. SERVICES BY COUNTY: The CITY occasionally has a need for supplemental law enforcement support during special events. At the discretion of the Sheriff, the COUNTY may, through the Sheriff, provide such supplemental law enforcement support services, as are requested by the CITY. These services will be utilized with- in the COUNTY OF ORANGE. The CITY shall notify the COUNTY at least five (5) days in advance of the need for these services. D. PAYMENT: 1. Pursuant to Government Code Section 51350, the CITY agrees to pay to the COUNTY, the costs of performing the servic mutually agreed upon in this Agreement. The COUNTY'S costs include salaries, wages, benefits, services, supplies, transportation, equipment, and divisional, departmental and COUNTY General Fund overhead. 2. The rate charged to CITY by COUNTY shall be computed by the COUNTY's Sheriff. 3. The COUNTY shall invoice the CITY as costs occur related to a specific event. 4. The CITY shall pay COUNTY within twenty (20) days after receipt of such invoice. Page 3 of 6 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 PAYMENT (continued) 5. If payment is not received by the COUNTY within thirty (30) days after the billing date, the COUNTY may satisfy such indebtness from any funds of CITY on deposit with COUNTY without giving further notice to CITY. E. ALTERATION OF TERMS: This Agreement fully expresses all understanding of CITY and COUNTY with respect to the subject matter of this Agreement, and shall constitute the total Agreement between the parties for these purposes. No addition to, or alteration of, the terms of this Agreement shall be valid unless made in writing, formally approved and executed by duly authorized agents of both parties. F. STATUS OF COUNTY: COUNTY is, and shall at all times be deemed to be, an independent contractor and shall be wholly responsible for the manner in which it performs the services required of it by the terms of this Agreement. Nothing herein contained shall be construed as creating the relationship of employer and employee, or principal and agent, between CITY and COUNTY or any of COUNTY's agents or employees. COUNTY and its Sheriff shall retain all authority for rendition of services, standards of performance, control of personnel, and other matters incident to the performance of services by COUNTY pursuant to this Agreement. COUNTY, its agents and employees, shall not be entitled to any rights or privileges of CITY employees and shall not be considered in any manner to be CITY employees. Page 4 of 6 1 2 3 ►� 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 G. INDEMNIFICATION: COUNTY, its officers, agents and employees shall not be deemed to have assumed any liability for the negligence or any other act or omission of CITY or any of its officers or employees, or for any dangerous or defective condition of any public street or work or property of CITY. CITY shall indemnify and hold COUNTY, its officers, agents, employees and independent contractors, free and harmless from any claim or liability whatsoever, based or asserted upon the condition of any public street or work or property of CITY or upon any act or omission of CITY, its officers, agents, employees, sub- contractors or independent contractors, for property damage, bodily injury or death or any other element of damage of any kind or nature, and CITY shall defend at its expense, including attorney fees, COUNTY, its officers, agents, employees and independent contractors in any legal action or claim of any kind based upon such condition of public street or work or property or alleged acts or omissions. COUNTY shall indemnify and hold CITY, its officers, agents, employees and independent contractors free and harmless from any claim or liability whatsoever, based or asserted upon any act or omission of COUNTY, its officers, agents, employees, subcontractors or independent contractors in connection with the performance of this Agreement, for property damage, bodily injury or death or any other element of damage of any kind or nature, and COUNTY shall defend at its expense, including attorney fees, CITY, its officers, agents, employ- ees and independent contractors in any legal action or claim of any kind based upon such alleged acts or omissions. Page 5 of 6 1 2 3 4 5 6 7 8 s 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 IN WITNESS WHEREOF, the parties have executed the AGREEMENT in the County of Orange, State of California. ATTES CITY CLERK DATED: COUNTY OF ORANGE CHAIRMAN OF THE BOAR OF SUPERVISORS SIGNED AND CERTIFIED THAT A COPY OF THIS DOCUMENT HAS BEEN DELIVERED TO THE CHAIRMAN OF THE BOARD. LINDA D. RUTH Clerk of the Board of Supervisors of Orange County, California APPROVED AS TO FORM: TERRY C. ANDRUS, COUNTY COUNSEL ORANGE COUNTY, CALIFORNIA BY:(�- Deputy Dated: r/ DATED: CITY OF NEWPORT ;)3EACH MAYOR APPROVED AS TO FORM: Page 6 of 6 ITY BEACH