HomeMy WebLinkAboutC-4984 - PSA for Public Safety PIO Training1
PROFESSIONAL SERVICES AGREEMENT WITH
Paul Vernon
FOR Public Safety PIO Training
THIS AGREEMENT FOR PROFESSIONAL SERVICES ( "Agreement') is made
and entered into as of this 2day of November, 2011 by and between the CITY OF
NEWPORT BEACH, a California Municipal Corporation ( "City"), and Paul Vernon, a
sole proprietor doing business as ( "DBA ") Paul Vernon ( "Consultant'). whose address is
408 S. Spring Street #703, Los Angeles, CA 90013 and is made with reference to the
following:
RECITALS
A. City is a municipal corporation duly organized and validly existing under the laws
of the State of California with the power to carry on its business as it is now being
conducted under the statutes of the State of California and the Charter of City.
B. City is Public Safety Press Information Training.
C. City desires to engage. Consultant to instruct public safety personnel on press
information techniques ( "Project").
D. Consultant possesses the skill, experience, ability, background, certification and
knuwh;dgato-pmv4e4h9 san.Acer, dagoribed in this Agreement .
E. The principal member of Consultant for purposes of Project shall be Paul Vernon.
F. City has solicited and received a proposal from Consultant, has reviewed the
previous experience and evaluated the expertise of Consultant, and desires to
retain Consultant to render professional services under the terms and conditions
set forth in this Agreement.
NOW, THEREFORE, it is mutually agreed by and between the undersigned
parties as follows:
TERM
The term of this Agreement shall commence on the above written date, and shall
terminate on January 11, 2012 unless terminated earlier as set forth herein.
2. SERVICES TO BE PERFORMED
City and Contractor acknowledge that the above Recitals are true and correct and are
hereby incorporated by reference. Consultant shall diligently perform all the services
described in the Scope of Services attached hereto as Exhibit A and incorporated
herein by reference ( "Work" or 'Services "). The City may elect to delete certain tasks of
the Scope of Services at its sole discretion.
3. TIME OF PERFORMANCE
3,1 Time is of the essence in the performance of Services under this
Agreement and Consultant shall perform the Services in accordance with the schedule
included in Exhibit A. The failure by Consultant to strictly adhere to the schedule may
result in termination of this Agreement by City.
3.2 Consultant shall submit all requests for extensions of time for performance
in writing to the Project Administrator not later than ten (10) calendar days after the start
of the condition that purportedly causes a delay. The Project Administrator shall review
all such requests and may grant reasonable time extensions for unforeseeable delays
that are beyond Consultant's control.
3.3 For all time periods not specifically set forth herein, Consultant shall
respond in the most expedient and appropriate manner under the circumstances, by
either telephone, fax, hand - delivery or mail.
4. COMPENSATION TO CONSULTANT
4.1 City shall pay Consultant for the Services on a time and expense not -to-
exceed basis in accordance with the provisions of this Section and Exhibit A.
Consultant's compensation for all Work performed in accordance with this Agreement,
including all reimbursable items and subconsultant fees, shall not exceed One
-arid „o118B i$40 .00) withoutpi�. . ....
_. I fFOM City: .._.
No billing rate changes shall be made during the term of this Agreement without the
prior written approval of City.
4.2 Consultant shall submit monthly invoices to City describing the Work
performed the preceding month. City shall pay Consultant no later than thirty (30) days
after approval of the monthly invoice by City staff.
4.3 City shall reimburse Consultant only for those costs or expenses
specifically approved in this Agreement, or specifically approved in writing in advance
by City.
4.4 Consultant shall not receive any compensation for Extra Work performed
without the prior written authorization of City. As used herein, "Extra Work" means any
Work that is determined by City to be necessary for the proper completion of the
Project, but which is not included within the Scope of Services and which the parties did
not reasonably anticipate would be necessary at the execution of this Agreement.
Compensation for any authorized Extra Work shall be paid in accordance with the
Schedule of Billing Rates as set forth in Exhibit B.
5. ADMINISTRATION
This Agreement will be administered by Police Department. Lieutenant Bill Hartford or
his/her designee, shall be the Project Administrator and shall have the authority to act
for City under this Agreement. The Project Administrator or his/her authorized
representative shall represent City in all matters pertaining to the Services to be
rendered pursuant to this Agreement.
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6. CITY'S RESPONSIBILITIES
6.1 In order to assist Consultant in the execution of its responsibilities under
this Agreement, City agrees to, where applicable:
6.1.1 Provide access to, and upon request of Consultant, one copy of all
existing relevant information on file at City. City will provide all such materials in a
timely manner so as not to cause delays in Consultant's Work schedule.
6.1.2 Provide blueprinting and other Services through City's reproduction
company for bid documents. Consultant will be required to coordinate the required bid
documents with City's reproduction company. All other reproduction will be the
responsibility of Consultant and as defined above.
6.1.3 Provide usable life of facilities criteria and information with regards
to new facilities or facilities to be rehabilitated.
7. STANDARD OF CARE
7.1 All of the Services shall be performed by Consultant or under Consultant's
supervision. Consultant represents that it possesses the professional and technical
personnel required to perform the Services required by this Agreement, and that it will
perform all Services in a manner commensurate with community professional
:sU widaFds— Aft =�be performed �y quaiifie arrd. v+dto
are not employed by City, nor have any contractual relationship with City. By delivery of
completed Work, Consultant certifies that the Work conforms to the requirements of this
Agreement and all applicable federal, state and local laws and the professional standard
of care.
7.2 Consultant represents and warrants to City that it has, shall obtain. and
shall keep in full force in effect during the term hereof, at its sole cost and expense, all
licenses, permits, qualifications, insurance and approvals of whatsoever nature that is
legally required of Consultant to practice its profession. Consultant shall maintain a City
of Newport Beach business license during the term of this Agreement.
7.3 Consultant shall not be responsible for delay. nor shall Consultant be
responsible for damages or be in default or deemed to be in default by reason of strikes,
lockouts, accidents, or acts of God, or the failure of City to furnish timely information or
to approve or disapprove Consultant's Work promptly, or delay or faulty performance by
City, contractors, or governmental agencies.
6. HOLD HARMLESS
8.1 To the fullest extent permitted by law, Consultant shall indemnify, defend
and hold harmless City, its City Council, boards and commissions, officers, agents,
volunteers, and employees (collectively, the °Indemnified Parties ") from and against any
and all claims (including, without limitation, claims for bodily injury, death or damage to
property), demands, obligations, damages. actions, causes of action, suits, losses,
judgments, fines, penalties, liabilities, costs and expenses (including, without limitation,
attorney's fees, disbursements and court costs) of every kind and nature whatsoever
Paul Vernon Page 3
(individually, a Claim; collectively, "Claims "), which may arise from or in any manner
relate (directly or indirectly) to any breach of the terms and conditions of this
Agreement, any Work performed or Services provided under this Agreement including,
without limitation, defects in workmanship or materials or Consultant's presence or
activities conducted on the Project (including the negligent and /or willful acts, errors
and/or omissions of Consultant, its principals, officers, agents, employees, vendors,
suppliers, subconsultants, subcontractors, anyone employed directly or indirectly by any
of them or for whose acts they may be liable or any or all of them).
8.2 Notwithstanding the foregoing, nothing herein shall be construed to
require Consultant to indemnify the Indemnified Parties from any Claim arising from the
sole negligence or willful misconduct of the Indemnified Parties. Nothing in this
indemnity shall be construed as authorizing any award of attorney's fees in any action
on or to enforce the terms of this Agreement. This indemnity shall apply to all claims
and liability regardless of whether any insurance policies are applicable. The policy
limits do not act as a limitation upon the amount of indemnification to be provided by the
Consultant.
8.3 Notwithstanding the foregoing, nothing herein shall be construed to
require Consultant to indemnify the Indemnified Parties from any Claim arising from the
sole negligence, active negligence or willful misconduct of the Indemnified Parties.
Nothing in this indemnity shall be construed as authorizing any award of attomey s fees
in any_action_on or.to.enforce.the terms of this Agreement. This indemnity_shalf_apply to_ ..
7- . _
all claims and liability regardless�of whether any in §urance policies are apphceble. the
policy limits do not act as a limitation upon the amount of indemnification to be provided
by the Consultant.
9. INDEPENDENT CONTRACTOR
It is understood that City retains Consultant on an independent contractor basis and
Consultant is not an agent or employee of City. The manner and means of conducting
the Work are under the control of Consultant, except to the extent they are limited by
statute, rule or regulation and the expressed terms of this Agreement. Nothing in this
Agreement shall be deemed to constitute approval for Consultant or any of Consultant's
employees or agents, to be the agents or employees of City. Consultant shall have the
responsibility for and control over the means of performing the Work, provided that
Consultant is in compliance with the terms of this Agreement. Anything in this
Agreement that may appear to give City the right to direct Consultant as to the details of
the performance or to exercise a measure of control over Consultant shall mean only
that Consultant shall follow the desires of City with respect to the results of the Services.
10. COOPERATION
Consultant agrees to work closely and cooperate fully with City's designated Project
Administrator and any other agencies that may have jurisdiction or interest in the Work
to be performed. City agrees to cooperate with the Consultant on the Project.
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11. CITY POLICY
Consultant shall discuss and review all matters relating to policy and Project direction
with City's Project Administrator in advance of all critical decision points in order to
ensure the Project proceeds in a manner consistent with City goals and policies.
12. PROGRESS
Consultant is responsible for keeping the Project Administrator and /or his /her duly
authorized designee informed on a regular basis regarding the status and progress of
the Project, activities performed and planned, and any meetings that have been
scheduled or are desired.
13. PROHIBITION AGAINST ASSIGNMENTS AND TRANSFERS
Except as specifically authorized under this Agreement, the Services to be provided
under this Agreement shall not be assigned, transferred contracted or subcontracted Out
without the prior written approval of City. Any of the following shall be construed as an
assignment: The sale, assignment, transfer or other disposition of any of the issued
and outstanding capital stock of Consultant, or of the interest of any general partner or
joint venturer or syndicate member or cotenant if Consultant is a partnership or joint -
venture or syndicate or cotenancy, which shall result in changing the control of
Consultant. Control means fifty .percept (509!x) or more of the voting power, or twenty -
five beFcentM*/6) or rrioie ofTiie assets of 5rpo— rairoh, pattnership"or jomt velure--' - - - - --
14. OWNERSHIP OF DOCUMENTS
14.1 Each and every report, draft, map, record, plan, document and other
writing produced (hereinafter "Documents"), prepared or caused to be prepared by
Consultant, its officers, employees, agents and subcontractors, in the course of
implementing this Agreement, shall become the exclusive property of City, and City
shall have the sole right to use such materials in its discretion without further
compensation to Consultant or any other party. Consultant shall, at Consultant's
expense, provide such Documents to City upon prior written request.
14.2 Documents, including drawings and specifications, prepared by
Consultant pursuant to this Agreement are not intended or represented to be suitable
for reuse by City or others on any other project. Any use of completed Documents for
other projects and any use of incomplete Documents without speck written
authorization from Consultant will be at City's sole risk and without liability to
Consultant. Further, any and all liability arising out of changes made to Consultant's
deliverables under this Agreement by City or persons other than Consultant is waived
against Consultant and City assumes full responsibility for such changes unless City
has given Consultant prior notice and has received from Consultant written consent for
such changes.
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15. CONFIDENTIALITY
All Documents, including drafts, preliminary drawings or plans, notes and
communications that result from the Services in this Agreement, shall be kept
confidential unless City authorizes in writing the release of information.
16. INTELLECTUAL PROPERTY INDEMNITY
The Consultant shall defend and indemnify City, its agents, officers, representatives and
employees against any and all liability, including costs, for infringement of any United
States' letters patent, trademark, or copyright infringement, including costs, contained in
Consultant's drawings and specifications provided under this Agreement.
17. RECORDS
Consultant shall keep records and invoices in connection with the Work to be performed
under this Agreement. Consultant shall maintain complete and accurate records with
respect to the costs incurred under this Agreement and any Services, expenditures and
disbursements charged to City, for a minimum period of three (3) years, or for any
longer period required by law, from the date of final payment to Consultant under this
Agreement. All such records and invoices shall be clearly identifiable. Consultant shall
allow a representative of City to examine, audit and make transcripts or copies of such
records and invoices during regular business hours. Consultant shall allow inspection
oflFilVark; data; Documents: preoeedirtgs and ai tivities reTatettto the Agreement for a - -
period of three (3) years from the date of final payment to Consultant under this
Agreement.
18. WITHHOLDINGS
City may withhold payment to Consultant of any disputed sums until satisfaction of the
dispute with respect to such payment. Such withholding shall not be deemed to
constitute a failure to pay according to the terms of this Agreement. Consultant shall
not discontinue Work as a result of such withholding. Consultant shall have an
immediate right to appeal to the City Manager or hislher designee with respect to such
disputed sums. Consultant shall be entitled to receive interest on any withheld sums at
the rate of return that City earned on its investments during the time period, from the
date of withholding of any amounts found to have been improperty withheld.
19. ERRORS AND OMISSIONS
In the event of errors or omissions that are due to the negligence or professional
inexperience of Consultant which result in expense to City greater than what would
have resulted if there were not errors or omissions in the Work accomplished,by
Consultant, the additional design, construction and /or restoration expense shall be
bome by Consultant. Nothing in this paragraph is intended to limit City's rights under the
law or any other sections of this Agreement.
20. CITY'S RIGHT TO EMPLOY OTHER CONSULTANTS
City reserves the right to employ other Consultants in connection with the Project.
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21. CONFLICTS OF INTEREST
21.1 The Consultant or its employees may be subject to the provisions of the
California Political Reform Act of 1974 (the "Act "). which (1) requires such persons to
disclose any financial interest that may foreseeably be materially affected by the Work
performed under this Agreement, and (2) prohibits such persons from making, or
participating in making, decisions that will foreseeably financially affect such interest.
21.2 If subject to the Act, Consultant shall conform to all requirements of the
Act. Failure to do so constitutes a material breach and is grounds for immediate
termination of this Agreement by City. Consultant shall indemnify and hold harmless
City for any and all claims for damages resulting from Consultant's violation of this
Section.
22. NOTICES
22.1 All notices, demands, requests or approvals to be given under the terms of
this Agreement shall be given in writing, and conclusively shall be deemed served when
delivered personally, or on the third business day after the deposit thereof in the United
States mail, postage prepaid, first -class mail, addressed as hereinafter provided. All
notices, demands, requests or approvals from Consultant to City shall be addressed to
City at:
Attn' Lieutenant Bill Hartford
Police Department
City of Newport Beach
870 Santa Barbara Drive
Newport Beach, CA 92658
Phone: (949) 644 -3710
Fax: (949) 718 -1082
22.2 All notices, demands, requests or approvals from CITY to Consultant shall
be addressed to Consultant at:
Attention: Paul Vernon
408 S. Spring Street #703
Los Angeles, CA 90013
Phone: 213 923 -3399
Fax: None
23. CLAIMS
The Consultant and the City expressly agree that in addition to any claims filing
requirements set forth in the Contract and Contract documents, the Consultant shall be
required to file any claim the Consultant may have against the City in strict conformance
with the Tort Claims Act (Government Code sections 900 et seq.).
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24. TERMINATION
24.1 In the event that either party fails or refuses to perform any of the
provisions of this Agreement at the time and in the manner required, that party shall be
deemed in default in the performance of this Agreement. If such default is not cured
within a period of two (2) calendar days, or if more than trio (2) calendar days are
reasonably required to cure the default and the defaulting party fails to give adequate
assurance of due performance within two (2) calendar days after receipt of written
notice of default, specifying the nature of such default and the steps necessary to cure
such default, and thereafter diligently take steps to cure the default, the non - defaulting
party may terminate the Agreement forthwith by giving to the defaulting party written
notice thereof.
24.2 Notwithstanding the above provisions. City shall have the right, at its sole
discretion and without cause, of terminating this Agreement at any time by giving seven
(7) calendar days prior written notice to Consultant. In the event of termination under
this Section, City shall pay Consultant for Services satisfactorily performed and costs
incurred up to the effective date of termination for which Consultant has not been
previously paid. On the effective date of termination, Consultant shall deliver to City all
reports. Documents and other information developed or accumulated in the
performance of this Agreement, whether in draft or final form.
25. STANDARD PROVISIONS
25.1 Compliance With all Laws
Consultant shall at its own
regulations and requiremen
county or municipal, whether
prepared by Consultant shall
rules, regulations and permi
Administrator and City.
25.2 Waiver
cost and expense comply with all statutes, ordinances,
s of all governmental entities, including federal, state,
now in force or hereinafter enacted. In addition, all Work
conform to applicable City. county, state and federal laws,
requirements and be subject to approval of the Project
A waiver by either party of any breach, of any term, covenant or condition contained
herein shall not be deemed to be a waiver of any subsequent breach of the same or any
other term, covenant or condition contained herein, whether of the same or a different
character.
25.3 Integrated Contract
This Agreement represents the full and complete understanding of every kind or nature
whatsoever between the parties hereto, and all preliminary negotiations and
agreements of whatsoever kind or nature are merged herein. No verbal agreement or
implied covenant shall be held to vary the provisions herein.
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25.4 Conflicts or Inconsistencies
In the event there are any conflicts or inconsistencies between this Agreement and the
Scope of Services or any other attachments attached hereto, the terms of this
Agreement shall govern.
25.5 Interpretation
The terms of this Agreement shall be construed in accordance with the meaning of the
language used and shall not be construed for or against either party by reason of the
authorship of the Agreement or any other rule of construction which might otherwise
apply.
25.6 Amendments
This Agreement may be modified or amended only by a written document executed by
both Consultant and City and approved as to form by the City Attorney.
25.7 Severabilitv
If any term or portion of this Agreement is held to be invalid, illegal, or otherwise
unenforceable by a court of competent jurisdiction, the remaining provisions of this
Agreement shall continue in full force and effect.
25.8 Controlling Law And venue
The laws of the State of California shall govern this Agreement and all matters relating
to it and any action brought relating to this Agreement shall be adjudicated in a court of
competent jurisdiction in the County of Orange.
25.8 Equal Opportunity Employment
Consultant represents that it is an equal opportunity employer and it shall not
discriminate against any subcontractor, employee or applicant for employment because
of race, religion, color, national origin, handicap, ancestry. sex or age.
25.10 No Attorney's Fees
In the event of any dispute or legal action arising under this Agreement, the prevailing
party shall not be entitled to attorney's fees.
25.11 Counterparts
This Agreement may be executed in two or more counterparts, each of which shall be
deemed an original and all of which together shall constitute one and the same
instrument.
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IN WITNESS WHEREOF, the parties have caused this Agreement to be executed an
the dates written below.
APPROVED AS TO FORM:
OFFICE O T CITY ATTORNEY
Date:
By:
Kyle ower
Acting Assistant City Attorney
ATTEST:
Date:
By:
Lei
Citi
Attachments
CITY OF NEWPORT BEACH,
A California municipal corporation
Date:_
By:
.day R. son
Chief Police
CONSULTANT: Paul Vernon. a Sole
Proprietor ..
Date., 9/
r
Paul Vernon
Training Consultant
Exhibit A — Scope of Services
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Service Contract: Paul Vernon & City of Newport Beach, CA
The contract is made between Paul Vernon, the trainer, and the Newport Beach Police and Fire departments, the trainee
organization.
The contract commences from the latest date of signature for the two parties, below, and ends at the end of the training day,
November 2, 2011.
The trainer will instruct and facilitate learning on the subject of Media Relation for Law Enforcement for members of the
Newport Beach Police and Fire departments. The instructional methods will include learner- centered activities for the
following concepts:
• Publicize; Immunize; Deputize (a philosophy on police-media relations)
• The roles of the PIO and the Reporter
• What makes a good PIO; what reporters need
• The law and application of 409.5 PC, Media Access to Calamity Scenes
• Providing context and perspective
• Writing better news releases
• Interview skills and practice
Terms and conditions for the trainer:
• The trainer will arrive at the training facility 30 minutes before the training is scheduled to commence;
• He will provide his own laptop computer; video cameras; and camera tripods;
• He will instruct for 7 of 8 hours, allowing for 5 to 10- minute breaks each hour, as well as a 45 to 60- minute lunch
break, approximately balfwaythrough the instructional period;
• He will provide the trainee organization with a master file copy of all handout materials by September 1, 2011, if the
trainee organization opts to duplicate the training material instead of the trainer.
Terms and conditions for the trainee organization:
• The trainee organization (TO) will pay the trainer $1,000 by check on the day of training;
• The TO will provide a suitable training room, large enough to accommodate the number of students attending,
preferably with 4 to 6 students per table, to allow for group- centered learning;
• The TO will provide an LCD projector, suitable screen, and computer speakers for use by the trainer;
• The facility will preferably have one or two breakout rooms available to conduct interviews, or access to outdoors
in a controued location;
• The cost of the handout training material will be home by the TO;
• The TO will have the choice to duplicate the training material itself, or reimburse the trainer to duplicate the
material.
Paul Vernon Training Consultant Page 1 of 1 Los Angeles, CA