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HomeMy WebLinkAboutContract 1845 CONTRACT SERVICES AGREEMENT By and Between THE CITY OF CATHERAL CITY, And AMERICAN FORENSIC NURSES, INC., a California corporation SEPETEMBER 1, 2019 American Forensic Nurses,Inc.,CSA-18 AGREEMENT FOR CONTRACT SERVICES BETWEEN THE CATHERAL CITY, CALIFORNIA AND AMERICAN FORENSIC NURSES, INC. THIS AGREEMENT FOR CONTRACT SERVICES (herein "Agreement") is made and entered into this 1ST day of September 2019, by and between the Cathedral City, a municipal corporation ("City") and AMERICAN FORENSIC NURSES, INC., a California corporation ("Contractor"). City and Contractor are sometimes hereinafter individually referred to as "Party" and hereinafter collectively referred to as the "Parties". RECITALS A. The Parties desire to formalize the selection of Contractor for performance of those Services defined and described particularly in Section 1 of this Agreement and desire that the terms of that performance be as particularly defined and described herein. OPERATIVE PROVISIONS NOW, THEREFORE, in consideration of the mutual promises and covenants made by the Parties and contained herein and other consideration, the value and adequacy of which are hereby acknowledged, the Parties agree as follows: ARTICLE 1. SERVICES OF CONTRACTOR 1.1 Scope of Services The Contractor shall provide those Services specified in the "Scope of Services" attached hereto as Exhibit "A" and incorporated herein by this reference, which Services may be referred to herein as the "Services" or "Work" hereunder. Contractor shall at all times faithfully, competently and to the best of its ability, experience and talent, perform all Services described herein. 1.2 Licenses, Permits, Fees and Assessments. Contractor shall obtain at its sole cost and expense such licenses, permits and approvals as may be required by law for the performance of the Services required by this Agreement. Contractor shall have the sole obligation to pay for any fees, assessments and taxes, plus applicable penalties and interest, which may be imposed by law and arise from or are necessary for the Contractor's performance of the Services required by this Agreement, and shall indemnify, defend and hold harmless City, its officers, employees or agents of City, against any such fees, assessments, taxes penalties or interest levied, assessed or imposed against City hereunder. American Forensic Nurses,Inc.,CSA-18 -1- 1.3 Familiarity with Work. By executing this Agreement, Contractor warrants that Contractor (i) has thoroughly investigated and considered the scope of Services to be performed, (ii) has carefully considered how the Services should be performed, (iii) is competent to perform scope of services. Should the Contractor discover any latent or unknown conditions, which will materially affect the performance of the Services hereunder, Contractor shall inform the City of such fact. 1.4 Indemnification Where the law establishes a professional standard of care for Contractor's services, to the fullest extent permitted by law, Contractor shall indemnify, protect, defend and hold harmless City and any and all of its officials, employees and agents ("Indemnified Parties") from and against any and all liability (including liability for claims, suits, actions, arbitration proceedings, administrative proceedings, regulatory proceedings, losses, expenses or costs of any kind, whether actual, alleged or threatened, including attorney's fees and costs, court costs, interest, defense costs, and expert witness fees) arise out of, are a consequence of, or are in any way attributable to, in whole or in part, any negligent or wrongful act, error or omission of Contractor, or by any individual or entity for which Contractor is legally liable, including but not limited to officers, agents, employees or subcontractors of Contractor, in the performance of professional services under this Agreement. 1.5 City's Negligence The provisions of this section do not apply to claims occurring as a result of City's sole negligence. The provisions of this section shall not release City from liability arising from gross negligence or willful acts or omissions of City or any and all of its officials, employees and agents. 1.6 Further Responsibilities of Parties. Both Parties agree to use reasonable care and diligence to perform their respective obligations under this Agreement. Both Parties agree to act in good faith to execute all instruments, prepare all documents and take all actions as may be reasonably necessary to carry out the purposes of this Agreement. Unless hereafter specified, neither Party shall be responsible for the actions of the other. American Forensic Nurses,Inc.,CSA-18 -2- ARTICLE 2. COMPENSATION AND METHOD OF PAYMENT City shall have the right at any time during the performance of the Services, without invalidating this Agreement, to order extra Work beyond that specified in the Scope of Services or make changes by altering, adding to or deducting from said Work. No such extra Work may be undertaken unless a written order is first given by the City to the Contractor, incorporating therein any adjustment in (i) the Contract Sum, and/or (ii) the time to perform this Agreement, which said adjustments are subject to the written approval of the Contractor. . 2.1 Contract Sum. Subject to any limitations set forth in this Agreement, City agrees to pay Contractor the amounts specified in Exhibit"B" and incorporated herein by this reference. In the event the Term of the Agreement is extended, as set forth in Section 4 below, the Parties agree that the Contract Sum will increase by four percent(4%) for each additional one-year Term. 2.2 Method of Compensation. The method of compensation may include: (i)payment in accordance with specified tasks of the Services, (ii)payment for time and materials based upon the Contractor's rates as specified in the Schedule of Compensation, provided that time estimates are provided for the performance of sub tasks, but not exceeding the Contract. 2.3 Reimbursable Expenses. Compensation may include reimbursement for actual and necessary expenditures for reproduction costs, telephone expenses, and travel expenses approved by the City, or actual subcontractor expenses if an approved. 2.4 Invoices. Each month Contractor shall furnish to City an original invoice for all Work performed and expenses incurred during the preceding month. The invoice shall detail charges for all necessary and actual expenses by the following categories: labor (by sub-category), travel, materials, equipment, supplies, and sub-contractor contracts. Sub-contractor charges shall also be detailed by such categories. City shall independently review each invoice submitted by the Contractor to determine whether the Work performed and expenses incurred are in compliance with the provisions of this Agreement. Except as to any charges for Work performed or expenses incurred by Contractor which are disputed by City. City will cause Contractor to be paid within thirty (30) days of receipt of Contractor's correct and undisputed invoice. In the event any charges or expenses are disputed by City, the original invoice shall be returned by City to Contractor for correction and resubmission. American Forensic Nurses,Inc.,CSA-18 -3- 2.5 Waiver. Payment to Contractor for Work performed pursuant to this Agreement shall not be deemed to waive any defects in Work performed by Contractor. ARTICLE 3. PERFORMANCE SCHEDULE 3.1 Time of Essence. Time is of the essence in the performance of this Agreement. 3.2 Schedule of Performance. Contractor shall commence the Services pursuant to this Agreement and shall perform all Services within the time period(s) established. 3.3 Force Majeure. The time period(s) for performance of the Services rendered pursuant to this Agreement shall be extended because of any delays due to unforeseeable causes beyond the control and without the fault or negligence of the Contractor, including, but not restricted to, acts of God or of the public enemy, unusually severe weather, fires, earthquakes, floods, epidemics, quarantine restrictions, riots, strikes, traffic delays, freight embargoes, wars, litigation, and/or acts of any governmental agency, including the City, if the Contractor shall within twenty-four (24) hours of the commencement of such delay notify the City of the causes of the delay. ARTICLE 4. TERM Unless earlier terminated in accordance with Article 9 of this Agreement, the term of this Agreement shall commence on September 1, 2019 and shall expire on August 31, 2025 ("Term")or per section 9.4. Annual contract increases reflected in Exhibit"B". ARTICLE 5. COORDINATION OF WORK 5.1 Representatives Contractor shall have no authority to bind City in any manner or to incur any obligation, debt or liability of any kind on behalf of or against City, whether by contract or otherwise, unless such authority is expressly conferred under this Agreement or is otherwise expressly conferred in writing by City. Contractor shall not at any time or in any manner represent that Contractor or any of Contractor's officers, employees, or agents are in any manner officials, officers, employees or agents of City. Neither Contractor, nor any of Contractor's officers, employees or agents, shall obtain any rights to retirement, health care or any other benefits which may otherwise accrue to City's employees. Contractor expressly waives any claim Contractor may have to any such rights. American Forensic Nurses,Inc.,CSA-18 -4- 5.2 Independent Contractor. Neither the City nor any of its employees shall have any control over the manner, mode or means by which Contractor, its agents or employees, perform the Services required herein, except as otherwise set forth herein. City shall have no voice in the selection, discharge, supervision or control of Contractor's employees, servants, representatives or agents, or in fixing their number, compensation or hours of service. Contractor shall perform all Services required herein as an independent contractor of City and shall remain at all times as to City a wholly independent contractor with only such obligations as are consistent with that role. Contractor shall not at any time or in any manner represent that it or any of its agents or employees are agents or employees of City. City shall not in any way or for any purpose become or be deemed to be a partner of Contractor in its business or otherwise or a joint venturer or a member of any joint enterprise with Contractor. ARTICLE 6. INSURANCE 6.1 Insurance Coverages. The Contractor shall procure and maintain, at its sole cost and expense, in a form and content satisfactory to City, during the entire Term of this Agreement including any extension thereof, the following policies of insurance: (a) Comprehensive General Liability Insurance. A policy of comprehensive general liability insurance written on a per occurrence basis for bodily injury, personal injury and property damage. The policy of insurance shall be in an amount not less than $1,000,000.00 per occurrence or if a general aggregate limit is used, then the general aggregate limit shall be twice the occurrence limit. (b) Worker's Compensation Insurance. A policy of worker's compensation insurance in such amount as will fully comply with the laws of the State of California. ARTICLE 7. PROFESSIONAL LIABILITY Professional liability insurance appropriate to the Contractor's profession. ARTICLE 8. RECORDS 8.1 Contractor shall keep, and require subcontractors to keep, documents relating to the disbursements charged to City and Services performed hereunder (the "Books and Records"), as shall be necessary to perform the Services required by this Confidentiality and Release of Information. (a) All information gained or work product produced by Contractor in performance of this Agreement shall be considered confidential, unless such information is in the public domain or already known to Contractor or is required to be disclosed by law. ( American Forensic Nurses,Inc.,CSA-18 -5- ARTICLE 9. ENFORCEMENT OF AGREEMENT AND TERMINATION 9.1 California Law. This Agreement shall be interpreted, construed and governed both as to validity and to performance of the Parties in accordance with the laws of the State of California. 9.2 Disputes; Default. In the event that Contractor is in default under the terms of this Agreement, the City shall not have any obligation or duty to continue compensating Contractor for any Work performed after the date of default. Instead, the City shall provide written notice to Contractor of the default and the reasons for the default. The notice shall include the timeframe in which Contractor may cure the default. This timeframe is presumptively thirty(30) days, but may be extended, though not reduced, if circumstances warrant. If Contractor does not cure the default, the City may take necessary steps to terminate this Agreement. Any failure on the part of the City to give notice of the Contractor's default shall deemed to result in a waiver of the City's legal rights or any rights arising out of any provision of this Agreement. 9.3 Waiver. Waiver by any Party to this Agreement of any term, condition, or covenant of this Agreement shall not constitute a waiver of any other term, condition, or covenant. Waiver by any Party of any breach of the provisions of this Agreement shall not constitute a waiver of any other provision or a waiver of any subsequent breach or violation of any provision of this Agreement. No delay or omission in the exercise of any right or remedy by a non-defaulting Party on any default shall impair such right or remedy or be construed as a waiver. Any waiver by either Party of any default must be in writing and shall not be a waiver of any other default concerning the same or any other provision of this Agreement. 9.4 Rights and Remedies are Cumulative. Except with respect to rights and remedies expressly declared to be exclusive in this Agreement, the rights and remedies of the Parties are cumulative and the exercise by either Party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other Party. 9.5 Termination Prior to Expiration of Term. This Section shall govern any termination of this Contract except as specifically provided in the following Section for termination for cause. The City reserves the right to terminate this Contract at any time, with or without cause, upon thirty (30) days' written notice to Contractor, except that where termination is due to the fault of the Contractor, the period of notice may be such shorter time as may be determined by the City. In addition, the Contractor reserves the right to terminate this Contract at any time, with or without cause, upon thirty(30)days' written notice to City, except that where termination is due to the fault of the City, the period of notice may be such shorter time as the Contractor may determine. Upon receipt of any notice of termination, American Forensic Nurses,Inc.,CSA-18 -6- Contractor shall immediately cease all Services hereunder except such as may be specifically approved by the City. Except where the Contractor has initiated termination, the Contractor shall be entitled to compensation for all Services rendered prior to the effective date of the notice of termination and for any Services authorized by the City. In the event the Contractor has initiated termination, the Contractor shall be entitled to compensation only for the cost of the work product actually produced hereunder in accordance with Exhibit "B". In the event of termination without cause pursuant to this Section, the terminating Party need not provide the non- terminating Party with the opportunity to cure pursuant to Section 9.2. ARTICLE 10. MISCELLANEOUS PROVISIONS 10.1 Notices. Any notice, demand, request, document, consent, approval, or communication either Party desires or is required to give to the other Party or any other person shall be in writing and either served personally or sent by prepaid, first-class mail, in the case of the City, to the attention of the Office of Chief of Police, Cathedral City 68700 Ave. Lalo Guerrero, Cathedral City, Ca 92234 and in the case of the Contractor, to the person at the address designated on the execution page of this Agreement. Either Party may change its address by notifying the other Party of the change of address in writing. Notice shall be deemed communicated at the time personally delivered or in seventy-two (72) hours from the time of mailing if mailed as provided in this Section. 10.2 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 this Agreement or any other rule of construction which might otherwise apply. 10.3 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed to be an original, and such counterparts shall constitute one and the same instrument. 10.4 Severability. In the event that any one or more of the phrases, sentences, clauses, paragraphs, or sections contained in this Agreement shall be declared invalid or unenforceable by a valid judgment or decree of a court of competent jurisdiction, such invalidity or unenforceability shall not affect any of the remaining phrases, sentences, clauses, paragraphs, or sections of this Agreement which are hereby declared as severable and shall be interpreted to carry out the intent of the Parties hereunder unless the invalid provision is so material that its invalidity deprives either Party of the basic benefit of their bargain or renders this Agreement meaningless. American Forensic Nurses,Inc.,CSA-18 -7- 10.5 Warrant of Authority to Execute Agreement The persons executing this Agreement on behalf of the Parties hereto warrant that(i) such Party is duly organized and existing, (ii) they are duly authorized to execute and deliver this Agreement on behalf of said Party, (iii) by so executing this Agreement, such Party is formally bound to the provisions of this Agreement, and (iv) the entering into this Agreement does not violate any provision of any other Agreement to which said Party is bound. This Agreement shall be binding upon the heirs, executors, administrators, successors and assigns of the Parties. [SIGNATURES ON FOLLOWING PAGE] American Forensic Nurses,Inc.,CSA-18 -8- IN WITNESS WHEREOF the Parties hereto have executed this contract the day and year first hereinabove written. CATHERDRAL CITY CONTRACTOR Charles P. McClendon A.*Car os Martinez City Manager Chief Operating Offi• A/U_ Tracey R. ' inez •v, City Clerk 33-0926934 Eric S. Vail Tax ID No. City Attorney American Forensic Nurses,Inc.,CSA-18 -9- EXHIBIT "A" SCOPE OF SERVICES Contractor will perform the following Services on an on-call basis: Task A: Blood/Urine Collection Task B: Dry Run: Blood and/or Urine Task C: Rape Suspect Evidence Collection or Reference Sample Kit Task D: Dry Run, Rape Suspect Evidence Collection Task E: Court Time(for actual time in court only) Task F: On-call Fee II. As part of the Services, Contractor will prepare and deliver the following tangible work products to the City: a. Blood Vials b. Supplies: Contractor will supply their own equipment and collection containers. These items must meet medical standards and evidence standards for submission in a court of law. III. Contractor must perform all on-call Services in accordance with the following requirements: a. This shall be provided through the issuance of service slip. All tasks shall be carried out in conformity with all provisions of this Agreement. b. Make every reasonable effort to arrive at location in 30 minutes. IV. Contractor will utilize the following personnel to accomplish the Services: a. Licensed Phlebotomist III American Forensic Nurses,Inc.,CSA-18 -10- "Exhibit B" Item Price Quantity 1 Blood/Urine $ 44.50 each 2 Dry Run: Blood/Urine $ 30.00 each 3 Rape Suspect Evidence Collection or Reference Sample Kit $ 160.00 each 4 Dry Run: Rape Suspect Evidence Collection or Reference Sample Kit $ 50.00 each 5 Taser Dart Removal $ 107.00 each 6 Dry Run: Taser Dart Removal $ 40.00 each 7 Stand-by Fee $ 1,000.00 per month Note: • Effective date of this Rate Sheet: September 1, 2019 • An annual increase of 4% will be applied at the start of each new contract year, September 1 of each year after first fiscal year, to help cover the increase in our annual operating costs(i.e. insurance, occupancy, wages, etc). American Forensic Nurses,Inc.,CSA-18 -11-