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HomeMy WebLinkAbout06. Approve PSA-Mainstream Unlimited-Dev. Procs & Policies for Training of Public Safety EmployeesILUM INU. APPROVED TO: HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCILCITY MANAGER FROM: OF !; DIRECTOR i,, r • r DEVELOPMENT OF -• r -i TO THE TRAINING OF EMPLOYEESON • r PROPERTY PROFESSIONAL SERVICES AGREEMENT WITH MAINSTREAM UNLIMITED That the City Council approve and authorize the City Manager to execute a Professional Services Agreement with Mainstream Unlimited to develop procedures and policies with regard to the training of public safety employees which occurs on privately -owned property. r •: Mainstream Unlimited was retained by the City of Downey to update the City's current training practices and policies. This will include the development of related forms and documents as they pertain to the training of city employees that occurs on privately - owned property. It is important to assess the liabilities exposure with various opportunities for training that become available. This agreement will allow for the City to have a set policy in place to ensure that procedures are followed and to address any potential liabilities appropriately. Fiscal Responsibility Efficiency & Adaptability Quality of Life, Neighborhood & Infrastructure Funds for this agreement will be paid out of the Finance Department Fiscal Year 2018- 19 budget, account number 76-4-1510-0700. The Agreement is for $13,925. ATTACHMENTS Attachment A — Professional Services Agreement,, Mainstream Unlimited THIS AGREEMENT FOR PROFESSIONAL SERVICES ("Agreement") is entered this _ day of November 2018, by and between the CITY OF DOWNEY, a California municipal corporation and charter city (hereinafter referred to as "CITY") and MAINSTREAM UNLIMITED, a California Sole Proprietorship (hereinafter referred to as "CONSULTANT"). NOW, THEREFORE, for and in consideration of the mutual covenants and conditions herein contained, CITY and CONSULTANT agree as follows: This Agreement is made and entered into with respect to the followingfacts: (a) CITY has considered the proposal, dated October 2018 (the "Proposal"), from CONSULTANT for professional services including but not limited to, providing the services as described below in Section 6 of this Agreement. (b) CITY desires to have a highly qualified company to performsuchservices. (c) CONSULTANT represents and warrants that it is qualified to perform such services and has agreed to do so pursuant to this Agreement; and (d) CITY desires to contract with CONSULTANT based on the following terms and conditions. SECTION 2. RETENTION OF CONSULTANT. CITY hereby retains CONSULTANT and CONSULTANT hereby accepts such retention, to perform those services under this Agreement. CONSULTANT represents that it is fully qualified to perform such services by its experience and the training,_ education and expertise of its principals and employees, if any. The parties hereby acknowledge that CONSULTANT is, and shall always remain as to CITY, a wholly independent contractor and shall not be an employee of CITY. Neither CITY nor any of its agents shall have control over the conduct of CONSULTANT or any of CONSULTANT's employees, except as set forth in this Agreement. CONSULTANT shall not represent that it is, or that any of its agents or employees are, in any manner employees of CITY. SECTION 4. PRINCIPAL REPRESENTATIVE The Director of Human Resources of CITY shall be the principal representative of CITY for purposes of this Agreement. Robert May shall be the principal representative of CONSULTANT for purposes of this Agreement. A. 'CONSULTANT shall have no authority, expressed or implied, to act on behalf of CITY in any capacity whatsoever as an agent. B. CONSULTANT shall have no authority, express or implied, pursuant to this 1 Agreement to incur any debt or liability on behalf of CITY or otherwise bind CITY to any ubligation whatsoever. rangTam CONSULTANT will diligently perform the tasks, in a good and workmanlike manneri Which are more specifically identified in the Scope of Services, attached hereto and incorporated herein by reference as Attachment A� unless otherwise modified or waived in • • the City Manager. I SECTION 7. STANDARD OF •. CONSULTANT shall perform all services required pursuant to this Agreement in the manner and according to the standards observed by a competent practitioner of the profession in which CONSULTANT is engaged in the geographical area in which CONSULTANT practices his or her profession. SECTION 8. TIME. A. CONSULTANT shall devote such time to the performance of services pursuant to the Agreement as may be reasonably necessary for satisfactory performance of CONSULTANT's obligations pursuant to this Agreement. B. Neither party shall be considered in default of this Agreement to the extent performance is prevented or delayed by any cause, present or future, which is beyond the reasonable r-nnfrol of the party. SECTION 9. QUALIFICATIONS. SECTION 11. COMPENSATION. A. CONSULTANT will perform those tasks and deliver the services described in this Agreement, in accordance with the terms and provisions of this Agreement for a total contract price not to exceed Thirteen Thousand Nine Hundred and Twenty -Five Dollars and 00/100 ($13,925.00), unless specifically approved in advance and in writing by the City Manager. B. CONSULTANT shall be paid the compensation at the payment intervals set forth in the Payment Schedule (Section 12). C. Authorized work shall be in strict compliance with the provisions of this 2 Agreement. CONSULTANT shall provide all labor, materials and equipment, as necessary to perform the services under this Agreement without any additional charge or compensation. CONSULTANT shall not charge for travel time or break time. A. CONSULTANT shall submit to CITY a monthly itemized statement which indicates work completed and hours of Services rendered by CONSULTANT. The statement shall describe the amount of Services and supplies provided since the initial commencement date, or since the start of the subsequent billing periods, as appropriate, through the date of the statement. CITY shall, within thirty (30) days of receiving such statement, review the statement and pay all approved charges thereon Provided the Services have been rendered satisfactorily to CITY and in accordance with this Agreement, CITY shall tender payment to CONSULTANT not later than thirty (30)days following each of the milestone times set forth above. B. CITY shall make no payment for any extra, further, or additional services not expressly set forth in this Agreement unless such extra service and the price thereof is agreed to in writing and executed by the City Manager prior to the time that such extra service is rendered. A. When the CITY shall have reasonable grounds for believing that CONSULTANT will be unable to perform this Agreement fully and satisfactorily within the time fixed for performance; or a meritorious claim exists or will exist against CONSULTANT or CITY arising out of the negligence of CONSULTANT or CONSULTANT's breach of any provision of this Agreement, then the CITY may withhold payment of any amount otherwise due and payable to CONSULTANT under this Agreement. B. Any amount so withheld may be retained by CITY for that period as it may deem advisable to protect CITY against any loss and may, after written notice to CONSULTANT, be applied in satisfaction of any claim described here. C. This provision is intended solely for the benefit of CITY and no person shall have any right against the CITY or claim against CITY because of the CITY's failure or refusal to withhold monies. D. No interest shall be payable by CITY on amounts withheld under this provision. E. This provision is not intended to limit or in any way prejudice any other right of CITY. SECTION• AUDIT AND INSPECT. CITY shall have the right to audit and inspect all books and records kept by CONSULTANT in connection with the operation and services performed under this Agreement. CONSULTANT shall maintain full and accurate records with respect to all matters covered under this Agreement fora period of three years after the expiration or termination of this Agreement. CITY shall have the right to access and examine such records during normal business hours and to audit such records, to make transcripts therefrom and to inspect all program data, documents, proceedings and activities. 70 All reports, documents or other written material ("written pro ucts") developed by CONSULTANT in the performance of this Agreement shall be and remain property of CITY without restriction or limitation upon its use or dissemination by CITY. CONSULTANT may take and retain copies of such written products as desired, but no such written products shall be the subject of . copyright application by ` ' To the extent applicable� CONSULTANT represents and warrants that CONSULTANT has the legal right to utilize all intellectual property CONSULTANT will utilize in the performance of its obligations pursuant to this Agreement, CONSULTANT further represents that CONSULTANT shall ensure CITY has the lecial riqht to utilize all intellectual property involved in ,..• • i performance of this Agreement. All data� documents, discussion, or other information developed or received by CONSULTANT or provided for performance of this Agreement are deemed confidential and shall not •' disclosed by tNT without prior written consentby terminationgrant consent if disclosure is legally required. All CITY data shall be retUrned to CITY upon the •; expiration • this Agreement. SECTI i -- TI I TERMINATION. ;• r '• • i • • • psi• iM' • . t volunteers. CONSULTANT shall not be obligated to defend, indemnify or hold the CITY harmless in any manner whatsoever for any claims or liability arising solely out of the CITY's own negligent acts, errors or omissions or willful misconduct. In the event that CONSULTANT or any employee, agent, or subcontractor of CONSULTANT providing services under this Agreement claims or is determined by a court of competent jurisdiction or the California Public Employees Retirement System (PERS) to be eligible for enrollment in PERS as an employee of CITY, CONSULTANT shall indemnify, defend, and hold harmless CITY for the payment of any employee and/or employer contributions for PERS benefits on behalf of CONSULTANT or its employees, agents, or subcontractors, as well as for the payment of any penalties and interest on such contributions, which would otherwise be the responsibility of CITY. CONSULTANT shall assume all responsibility for damages to property or injuries to persons, including accidental death, which may be caused by CONSULTANT's negligent performance of this Agreement, whether such performance be by themselves, or their agents, or whether such damage shall accrue or be discovered before or after termination of this Agreement. i A. CONSULTANT shall not assert any claim arising out of any actor omission by any officer, agent, or employee of CITY in the execution or performance of this Agreement against that officer, agent or employee. B. Nothing in this Agreement shall be construed to give any person other than CITY and CONSULTANT any legal or equitable rights, remedy or claim under this Agreement. A. CONSULTANT covenants that neither it nor any officer of the corporation, or partnership, as the case maybe, has any interest, nor shall they acquire any interest, directly or indirectly, which would conflict in any manner with the performance of CONSULTANT's services under this Agreement. B. CONSULTANT further agrees that in the performance of this Agreement, no person having an interest of the above nature shall be employed by him or her. C. No person who contracts with CITY, either for the rendition of personal services shall make any contribution to a CITY official or candidate for CITY office. Any notices, bills, invoices or reports required by this Agreement shall be deemed received on: (1) the date if delivered by hand, facsimile or overnight courier service during CONSULTANT's or CITY's regular business hours; or (2) on the third business day following deposit in the United States mail if delivered by mail, postage prepaid, to the addresses listed below (or such other addresses as the parties may, from time to time designate in writing): 61 TO CITY. City of Downey 11111 Brookshire Avenue Downey, CA 90241 Attn: City Manager With courtesy copy to, City of Downey City Attorneys' Office 11111 Brookshire Avenue Downey, CA 90241 TO CONSULTANT- Mainstream Unlimited .ATT N- Robert May 37159 Galena Cir. Burney, CA 96013 SECTION 22. BINDING EFFECT. This Agreement shall be binding upon the parties hereto and their successors in interest� SECTPNII. ASSIGNIIVIENTI A. CONSULTANT shall not assign, transfer, convey, pledge or otherwise dispose of its rights or obligations hereunder, except the payment of funds from CITY, without prior written rnn!zF,nt nf nITY B. The consent of CITY to an assignment shall not be unreasonably withheld, but prior to approving any assignment involving the performance of any obligations pursuant to this Agreement, CITY shall be satisfied by competent evidence that the assignee is financially able and technically qualified to perform those services proposed to be assigned. C. In the event of such assignment, CITY may condition the same to ensure compliance with the provisions of this Agreement. D. CITY'S consent to one assignment shall not be deemed to constitute consent to future -assignments. CONSULTANT acknowledges that CITY'S written consent must be first obtained prior to each assignment, transfer, conveyance, pledge or other disposition. SECTION 24. COMPLIANCE WITH LAWS. CON -S-31 11 TAKIT shall comply with all applicable laws in performing its obligations under this Agreement. SECTION 25. INSURANCE. A. CONSULTANT shall obtain and maintain at its expense, during 'the 'term ofthiS, Agreement, all necessary insurance for its employees engaged in the performance of this Agreement, including, but not limited to worker's compensation insurance. B. CONSULTANT shall obtain and maintain at its expense, during the term of this Agreement, comprehensive general liability insurance with coverage of not less than Two Million Dollars ($2,000,000-00) combined single limit per occurrence (and not "claims made") for bodily injury, personal injury and property damage. CONSULTANT shall cause CITY, its officers, employees, volunteers and agents, to be named as an additional insured on said policy and shall obtain a waiver of the insurer's right of subrogation against CITY. 6 C. For all vehicles operated by CONSULTANT to provide services under this Agreement, Business Auto Coverage under standard ISO form including symbol 1 (All Auto) auto coverage with limits of no less than $2,000,000.00 and scheduled under any umbrella policy. D. CONSULTANT shall obtain and maintain professional liability (errors and omissions) insurance in an amount of not less than $2,000,000.00. E. CONSULTANT shall provide CITY with written proof of the existence of such insurance and the commitment of the insurance carrier (either by policy endorsement or similar agreement) to notify CITY in writing 30 days before any reduction in coverage or the cancellation of such insurance. All insurance coverage required herein shall apply on a primary non-contributing basis in relation to any insurance or self-insurance available or applicable to CITY. F. CONSULTANT shall require each of its subcontractors to maintain insurance coverage that meets all of the requirements of this Agreement. G. The policy or policies required by this Agreement shall be issued by an insurer admitted or approved to do business in the State of California and with a,rating of at least A: VII in the latest edition of Best's Insurance Guide. - SECTION 26. DISCRIMINATION. A. CONSULTANT agrees that no person shall be excluded from employment in the performance of this Agreement on grounds of race, creed, color, sex, age, handicap or marital status, place of national origin or any other basis prohibited by local, State or Federal law. B. CONSULTANT agrees to comply with all local, State and Federal laws relating to equal employment opportunity rights. SECTION 27. ENTIRETY OF AGREEMENT. This Agreement contains the entire Agreement of CITY and CONSULTANT with respect to the subject matter hereof, and no other agreement, statement, or promise made by any party, or to any employee, officer, or agent of any party, which is not contained in this Agreement shall be binding or valid. Amendments or modifications to this Agreement shall be effective and binding only if made in writing and executed by both parties. SECTION 28. ATTORNEYS FEES. In the event that any action or proceeding is instituted for the breach of this Agreement, the prevailing party shall be entitled to reasonable attorneys fees. SECTION 29. CONSISTENCY WITH CURRENT LAW. A. It is the intent and understanding of the parties to this Agreement that every provision of law required to be inserted in this Agreement is inserted here. B. If through mistakes or otherwise, any of those provisions are not inserted in correct form, then this Agreement shall upon application of either party, be amended by insertion so as to comply strictly with the law and without prejudice to the rights of either party. C. If this Agreement contains any unlawful provisions, not an essential part of the Agreement and which appear not to have been a controlling or material inducement to the making of this Agreement, those provisions shall be deemed of no effect, and shall upon application of either party be stricken from the Agreement without affecting the binding force of the Agreement as it shall remain after omitting those provisions, SECTION 30. VENUE. In the event that suit shall be brought by either party to this contract, the parties agree that venue shall be exclusively vested in the State courts of the County of Los Angeles or where appropriate, in the United States District Court, Central District of California, Los Angeles, California. SECTION 31. COUNTERPARTS. Thic Artrenompnf mAy hp execi ited in cni intprrinft PArh cif which shall be an oriainal. but together shall —notitute one and the same iav nstrument. ll deg I Oil V`011Okll I — SECTION 32. INTERNAL INCONSISTENCIES. If this Agreement contains any errors, inconsistencies with any attachments, ambiguities, or discrepancies, including typographical errors, CONSULTANT shall request a clarification of those items by writing to the City Manager whose decision shall be binding upon the parties. SECTION 33. CAPTIONS AND HEADNOTES. The captions and headnotes or sections of this Agreement, and marginal notes are intended for convenience and reference purposes only and in no way, define, limit or describe e s c 0 pe Q le i n tc;,W Int VI %I 110M. � 1. Y_1 e._1 I L. SECTION 34. EFFECT OF CONFLICT. In the event of any conflict, inconsistency, or incongruity between any provision of this Agreement, any of its exhibits, attachments, purchase order, or notice to proceed, the provisions of this Agreement will govern and control. IN WITNESS WHEREOF, this -Agreement for Professional Services has been duly authorized and executed by the parties hereto on the day and year first herein above written. [Signatures on the Next Page] ATTEST: City Clerk FFE C11Y t Attorney y "CITY" City of Downey By: Gilbert A. Livas, City Manager "CONSULTANT" Mains Unlimited By: Robert May y 03 Consultant shall update the City's practices and policies, including the development of related forms, with regard to the training of city employees, including public safety employees, which occur on privately -owned property. The scope of work and related budget are as follows: Activity Allocated Rate Budget Hari^s Onsite meetings, teleconferences, and other coordination with city staff, legal, and police/fire 10 175.00 1,750.00 staff. Review, past accident reports, witness statements, 30 175.00 5,250.00 OSHA documents, investigation reports etc Report development 20 175.00 3,500.00 Presentation of findin s - recommendations 15 175.00 2,625.00 Develop training protocol for fire and police training on private property, Develop procedures for site 15 175.00 2,625.00 ins actions, indemnit etc. Ex erases (passed through at expense) 800.00 Total Budget 75 $13,925 ®+ A CERTIFICATE OF LIABILITY INSURANCE DATE (MMIDDIYYYY) Ii0l.� 11114/2018 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLEiER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW, THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such end PRODUCER PHONE -1984 A4C r4 -826-9067 877 sureon in rmkr- Insureon (BIN Insurance Holdings LLC.) s 30 N. LaSalle, 25th Floor, Chicago, IL 60602 C�_ AIC NSURED Mainstream Unlimited MSURER B: His x 1020 37159 Galena Cir, Burney, CA, 96013 INSURER D: INSURER E COVERAGES CERTIFICATE NUMBER! RMSION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW qAVE 'BEEN— INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY ISSUED TO THE INSURff=ff;�OVE FOR THE POLICY PERIOD CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS, INSR LTR TYPE OF INSURANCE IY EF POLICY xP` COMMERCIAL GENERAL LIABILITY DryYYY LIMITS EACH OCCURRENCE $ 2,000,000 Yes MED EXP Anyone pa $ 5,000 I'd UDC -1694215 -CGL -18 2/3/2018 213/2019 PERSONAL & ADV INJURY $ 2,000,000 GENL AGGREGATE LIMIT APPLIES PER: POLICY LJ JECT LOC PRODUCTS - COMP/OP AGG S 2,00Q000 AUTOMOBILE LIABILITY LE LIMIT $ ANY AUTO ALL OWNED SCHEDULED BODILY INJURY (Per person) $ AUTOS AUTOS BODILY INJURY (Per accident) $ Peraccident UMBRELLA LIAB OCCUR EXCESS LIAB CLAMS -MADE _ff�CH OCCURRENCE_ 1 RETENTION GRE AND EMPLOYERS'LIABILITY PER OFMCERIMFMBER EXCLUDED? NIA F_L, EACH ACCIDENT (Mandatory in NH) Professional Liability (Errors and Omissions) PHSDII96038 7J41201 11 21412019 Occurrence/Aggregate S1,000,000 $2,000,000 DESCRIPTIO Certificate Holder is named as Additional Insured as their interests may appear in regards to GENERAL LIABILITY. N OF OPERATIONS / LOCATIONS I VEHICLES ACORD 101, Additional Remarks Schedule, may be attached if more space is required) CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE 'WITH THE POLICY PROVISIONS. UTHORIZED REPRESENTATIVE 1988-2014 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD