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HomeMy WebLinkAboutSanta Clara County - EMS System Provider Funding ProjectsAGREEMENT BETWEEN THE COUNTY OF SANTA: CLARA AND CITY OF GILROY FOR EMS SYSTEM PROVIDER FUNDING PROJECTS This Agreement is entered into by and between the County of Santa Clara C County ") and City of Gilroy ( "Provider') for projects that benefit the Santa Clara County Emergency Medical Services (EMS) System. Provider and County may be referred to in this A individually Agreement iadividuall y as a " Party". and collectively as "Parties." Background / Purpose - The County may provide funding to Provider for projects that benefit the Santa Clara County EMS :System. The County Contract Administrator will assure that Provider has, met.all .applicable grant, program, or performance, criteria when authorizing payment, reimbursement, or adjustment. Agreement. The Parties agree as follows: 1. Scope of Work Funds received under this Agreement may be used by the Provider for costs associated with the purchase of infant, child, adult airway manikins ( "equipment"). Provider must provide an infant, child, and adult advanced life support airway trainer suitable for intubation practice. Provider may pay for as many trainers as they wish using the funds provided. Limited accessories such as replacement "lungs, airways, skin," cases may be purchased to support only the trainers procured with this funding. Theequipment will be used to train. EMTs and paramedics to perform lifesaving airway management techniques. The project fimded under this agreement must be completed by June 30, 2015. The Santa Clara County EMS Agency may conduct an onsite audit to ensure that the equipment was purchased according to the specifications of this Agreement. 2. Relationship of Parties / Independent Contractor Provider shall perform all work and services described herein as an independent contractor and not as an officer, agent, servant or employee of County. None of the provisions of this Agreement is intended to create,.nor shall be deemed or construed to create, any relationship between the Parties other than that of independent parties contracting with each other for purpose of effecting the provisions of this Agreement. The Parties are not, and will not be construed to be in a relationship of jointventure, partnership or employer- employee. Neither Party has the authority to make any statements, representations or commitments of.any kind on behalf of the other Party, or to Agreement with City of Gilroy Page I of 8 for EMS System First Responder Funding Projects through June 30, 2015 use the name of the other Party in any publications or advertisements, except with..the written consent of the other Party or as is explicitly provided herein. Provider will be solely responsible for the acts and omissions of its officers, agents, employees, contractors, and subcontractors, if any. 3. Term of Agreement This Agreement is effective upon execution through June 30, 2015, unless terminated earlier in accordance with this Agreement. 4. Compensation 4.1 Maximum Financial bli ag tion The Parties agree that the. maximum:amount payable by County to Provider under this Agreement shall not exceed $9,000. County does not guarantee a minimum payment to Provider. 4.2 Payment (Method of Paymentl Payment will be made within 30 days of execution of the Agreement and receipt of a certificate of insurance or an affidavit from the Provider of self - insurance indicating all limits and types of insurance coverages including a Blanket Fidelity Bond or Crime Insurance for advanced payment. All payments made underthis Agreement shall be subject to an audit at County's option, and shall be adjusted.in accordance with said audit. Adjustments found necessary as a resuk of auditing shall be reimbursed back to the County in full. 43 Electronic Pavment Provider shall participate in the County's electronic payment system for payment of Provider's invoices. 4.4 Budgetary Contingency This Agreement is contingent upon the appropriation of sufficient funding by the County, for the services covered by this Agreement If funding is reduced or deleted by the County for the services covered by this Agreement, the County has the option to either terminate this Agreement with no liability occurring to the County or to offer an amendment to this Agreement indicating the reduced amount. 5. Termination 5.1 Termination for Cause Either Party may terminate this Agreement for cause upon 14 days' written notice to the other Party. For.purposes of this Agreement, "cause" includes, but -is not limited to, any of the following: (a) assignment, delegation, or subcontracting by Provider of this Agreement without the prior written consent of County, which . Agreement with City of Gilroy Page 2 of 8 for EMS System First Responder Funding Projects through June 30, 201 5 County may withhold in its sole and absolute discretion, (b) violation by either P of an applicable laws, rules Party y pp , regulations, policies or procedures, (c) failure to respond to requests for information as required by this Agreement, and (d) any other material breach of this Agreement by either Party. Such notice shall specify the reason for termination and shall indicate the effective date of such termination. 5.2 Termination for Convenience Either party may terminate this Agreement without cause by giving the other Party 30 days' written notice. 5.3 Termination or Expiration of EMS Agreement This Agreement is contingent upon the existence of a current 911 Emergency Medical Services Provider Agreement ("WS Agreement') between the County and the Provider. If the EMS Agreement is terminated or expires without a successor agreement in place, this Agreement: shall automatically terminate concurrent with the termination or expiration of the EMS Agreement. 5.4 Notice of Termination Upon receiving notice of termination of this Agreement or the EMS Agreement, Provider shall immediately cease incurring any expenses under this Agreement and shall terminate. any pending orders or purchases of or services. County shall not reimburse Provider for any goods or services ordered or purchased after Provider receives or sends a notice of termination. 6. Indemnification and Insurance Provider shall comply with County's indemnification and insurance requirements as described in Exhibit B- 2C,'attached hereto and incorporated herein by this reference. Provider shall immediately notify County upon learning of any potential or asserted claim, liability, loss, injury or damage for which the Provider may be obligated to indemnify, defend or hold the County harmless pursuant to any provision of this Agreement. 7. Compliance with Ali Laws, Rules, Regulations, Policies and Procedures Provider shall comply with all applicable federal, state and local laws, rules, regulations, policies and procedures. 8. Non- Discrimination The County of Santa Clara is an equal opportunity employer. Provider shall comply with all applicable federal, state, and local laws and regulations including Santa Clara County's equal opportunity requirements. Such laws include but are not limited to the following: Title VII of the Civil Rights Act of 1964 as.amended; Americans with Disabilities Act of 1990; the Rehabilitation Act of 1973ISections 503 and 504); California Labor Code sections 1101 and 1102. Provider must not discriminate against 3 of 8 Ag�eemmt with City of Gilroy Page for EMS System First Responder Funding Projects through June 30, 2015 any subcontractor, employee, or applicant for employment because of age, race, color, national origin, 'ancestry, religion, sex/gender, sexual orientation, mental disability, physical disability, medical condition, political beliefs, organizational affiliation, or .marital status in the recruitment, selection for training including apprenticeship, kiring, employment, utilization, promotion, layoff, rates of pay or other forms of compensation. 9. Monitoring /.Records 9.1 Monitoring Provider shall. permit the County and its authorized representatives to monitor Provider's performance of this Agreement. To the extent permitted by law, such monitoring may include, but not be limited to, audits and review of records related to this Agreement. Upon the County's request, Provider shall provide the County with access, .through. representatives of the Provider, to facilities, financial and employee records that are related to the purpose of the Agreement, except where prohibited by federal or state laws, regulations or rules. Monitoring by the County shall be permitted at any time during Provider's normal business hours upon no less than 10 business days advance notice and may occur up to one year following termination of the Agreement: Provider shall also provide to the County copies of any financial audits that have been completed during the term of the contract within one week of the completion.of such audit. Provider shall designate a project director /coordinator responsible for overseeing the performance of this Agreement, and serving as County's primary contact for the purpose of monitoring this Agreement. Provider's project director /coordinator shall cooperate with the County's periodic review of Provider's performance. Provider shall :notify County in writing of the designation of the project director /coordinator and of any change thereto. 9.2 Maintenance and Availability of Records Provider shall.maintain records including, but not limited to, service and financial records adequate to demonstrate that the project is achieving its purpose, that billing is accurate, that all applicable local, state, :and federal laws, rules, regulations, policies and procedures are met, and that adequate internal fiscal controls are maintained These records shall be made available to representatives of the County or State of California or federal government upon request. All records pursuant to this Agreement shall be maintained during the term of this Agreement and for a period of five (5) years from termination or expiration of this Agreement or until all claims, if any, have been resolved, whichever period is longer, or-longer if otherwise required under other provisions of this Agreement. 9.3 California Public Records Act The County is a public agency subject to the disclosure requirements of the California Public Records Act ( "CPRA"). If Provider's proprietary information is contained in documents submitted to County, and Provider claims that such information falls within one or more CPRA exemptions, Provider must clearly Agreement with City of Gilroy Page 4of8 for EMS System First Responder Funding Projects through June 30, 2015 mark such information "CONFIDENTIAL AND PROPRIETARY," and identify the specific lines containing the information. In the event of a request for such information, the County will use its.best efforts to provide notice to Provider prior to such disclosure. If Provider contends that any documents are exempt from the CPRA and wishes to prevent disclosure, it is required to obtain a protective order, injunctive relief or other appropriate remedy from a court of law in Santa. Clara County before the County's deadline for responding to the CPRA request. If Provider fails to obtain such remedywithin County's deadline for responding to the CPRA request, County may disclose the requested information. 10. Representations and Warranties 10.1 Conflict of Interest Contactor warrants that it presently has no interest and shall not. acquire any interest, direct or indirect, that would conflict is any manner or degree with the performance of services required under this Agreement. 10.2 Authority Each individual executing this Agreement on behalf of a Party represents that he or she is duly authorized to execute and deliver this Agreement on 'that'Party's behalf. 1.1. Assignment, Delegation, Subcontracting Provider may not assign any of its rights, delegate any of its duties or subcontract any portion of its work or business under this Agreement without the prior written consent of County, which County may withhold in its sole-and absolute discretion. No assignment, delegation or subcontracting will release Provider from any of its obligations or alter any of obligations to be performed under the Agreement. 12. Equipment 12.1. Purchases of Equipment Provider must maintain a log of any equipment purchased with funds received pursuant to this agreement that-includes a detailed description of the equipment purchased, the brand name, model number, serial number and its location. 12.2 Equipment Maintenance 12.2.1 Provider is solely responsible for any storage, service, training, and maintenance costs associated with any equipment and supplies purchased as a result of this Agreement. 12.3 Ownership of and Responsibility for Eg&. ent and Supolies 12.3.1 An equipment and su lies Y pp purchased under this Agreement shall be considered the property of Provider. Provider shall maintain and administer a sound business program for ensuring the proper use, Agreement with City of Gilroy Page 5 of 8 for EMS System First Responder Funding Projects through June 30, 2015 maintenance, protection, insurance and preservation of equipment purchased under this Agreement. Provider may not sell, transfer or otherwise dispose of any equipment or supplies purchased under this Agreement_ without prior written approval by County, which may be withheld in County's sole and absolute discretion; provided, however, that the Provider may dispose of equipment without County's approval at the end of the equipment's useful life or if Provider can demonstrate that it will maintain the same capability provided by the equipment to be disposed. Provider shall take reasonable steps to ensure that all equipment and supplies purchased under this Agreement are made available for use pursuant to a bonafide request for mutual -aid or inter- agency disaster assistance. 13. Governing Law, Jurisdiction and Venue This Agreement shall be construed and its performance enforced under- California law. In the event that suit shall be brought by either Party to this Agreement, the Parties agree that venue shall be exclusively vested in the state courts of the-County of Santa Clara or, if federal jurisdiction is appropriate, exclusively in the United States District Court for the Northern'District of California, in San Jose, California. 14. Waiver No delay or failure to require performance of any provision of this Agreement shall constitute a waiver of that provision as to that or any other instance. Any waiver granted by a Party must be in writing, and shall apply to the specific instance expressly stated. 15. Notice Any notice required to be given by either Party, or which either Party may wish to give, shall be in writing and served either by personal delivery or sent by certified or registered mail, postage prepaid, addressed as follows: If to COUNTY: Santa Clara County EMS Agency Patricia Natividad Senior Management Analyst 976 Lenzen Avenue, Suite 1200 San Jose, CA 95126 If to PROVIDER: City of Gilroy Tom Haglund City Administrator 7351 Rosanna Street Gilroy, CA 95024 Notice shall be deemed effective on the date personally delivered or, if mailed, three (3) days after deposit in the trail. Either Party may designate a different person and/or address for the receipt of notices by sending written notice to the other Party. 6 of 8 Agreement with City of Gilroy Page for EMS System First Responder Funding Projects through June 30.2015 16. Third Party Beneficiaries This Agreement does not and is not intended to confer any rights or remedies upon any person or entity other than the Parties. 17. Entire Agreement This document represents the entire Agreement between the Parties with respect to the subject matter hereof. All prior negotiations and written and/or oral Agreements between the Parties with respect to the subject matter of this Agreement are merged into this Agreement. M Amendments This Agreement may only be amended by a written instrument signed by the Parties. 19. Survival All representations and warranties contained in Section 10 of this Agreement and in any instrument, certificate, exhibit, or other writing attached hereto and. incorporated herein will survive the termination or expiration of this Agreement. In addition, Sections 6, 9, 12, and 13 shall survive termination or expiration of this Agreement. 20. Severability If any term, covenant, condition or provision of this Agreement, or the application thereof to any person or circumstance, shall to any extent be held by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the: terms, covenants, conditions and provisions of this Agreement, or the application thereof to any person or circumstance, shall remain in full force and effect and shall in no way be affected, impaired or invalidated thereby. /i fl Agreement with City of Gilroy Page 7 of 8 for EMS System First Responder Funding Projects through June 30, 2015 21. Counterparts This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument, IN WITNESS WHEREOF, the parties have executed this Agreement as of the dates written below. Signed: County of Santa Clara: ( for Jenti Vandertuig �j Jenti lUndertuig, Director Procurement Department Approved as to Form and Legality: City of Gilroy: Date Tom Ha and ate City Administrator S 2� Jenny k. La atIP Deputy Cou Counsel Approved: le� Oatc Dan Peddyeord, , A/HA Public Health Director Approved: J n rookinbam ate L V HS Chief Financial Officer �.�' Foy- - Exhibits to this Agreement: Exhibit D -2C: Insurance Requirements for Standard Service Contracts up to $10,000 Agreement with City of Gilroy Page 8 of 8 for EMS System First Responder Funding Projects through June 30, 2015 EXERBIT B -2C (revised) INSURANCE RBOUIREMFiTS FOR STANDARD SERVICE CONTRACTS Lip TO $10:000 The Contractor shall indemnify, defend, and hold harmless the County of Santa Clara (hereinafter „County °), its officers, agents and employees from any claim, liability, loss, inpuy or damage arising out oft or in connection with, performance of this Agreement by Contractor and/or its agents, employees or'sub- contractors, excepting only loss, injury or damage caused by the sole negligence or willful misconduct of personnel employed by the County. It is the intent of the parties to this Agreement to provide the broadest possible coverage for the County. The Contractor shall reimburse the County for all costs, attomeys' fees, expenses and liabilities incurred with respect to any litigation in which the Contractor is obligated to indemnify, defend and hold harmless the County under this Agreement. R7ithout limiting the Contractor's indemnification of the County, the Contractor shall provide and maintain at its own expense, daring the term of this Agreement, or as may be further required herein, the following insurance coverages and provisions; A Evidence of Coyga e Prior to commencement of this Agreement, the Contractor shall provide a Certificate of Insurance certifying. that coverage as required herein has been obtained. Individual endorsements executed by the insurance carrier shall accompany the certificate. In addition, a certified copy of the policy, or policies shall be provided by the Contractor upon request. This verification of coverage shall be sent to the requesting County department, unless Otherwise directed. The Contractor shall not receive a Notice to Proceed with the work under the Agreement until it has obtained all insurance required and such insurance has been approved by the County. This approval of insurance shall neither relieve nor decrease the liability of the Contractor. V M-WR All coverages, except surety, shall be issued by companies which hold a current policy holder's alphabetic and financial size category rating of not less than A- V, according. to the current Best's Key Rating Guide or a company of equal financial stability that is approved by the County's Insurance Manager. Rev. 3/2010 EXHIBIT B -2C (revised) C. Notice of Cancellation All coverage as required herein shall not be canceled or changed so as to no longer meet the specified County insurance requirements without 30 days' prior written notice of such cancellation or change being delivered to the County of Santa Clara or their designated agent. 1. Automobile Liabilitv'insurance For bodily injury (including death) and property damage which provides total limits of not less than $15,000 per person, $30,000 per occuurence, $5,000 property damage applicable to all owned, non -owned and hired vehicles. 2. AW=ft/Wat=mft Liability surance (Required if Contractor or any of its agents or subcontractors will operate aircraft or watercraft'in the scope of the Agreement) For bodily injury (including death) and property damage which provides total limits of not less than one hundred thousand dollars ($100,000) combined single limit per occurrence applicable to all owned, non-owned and hired aircraft/watercraft. Workers' Compensation and Employer's Liability Insurance a Statutory California Workers' Compensation coverage including broad form all- states coverage. b. Employer's Liability coverage for not less than one million dollars ($1,000,000) per occurrence. E. Special Provisions The following provisions shall apply to this Agreement: 1. The foregoing requirements as to the types and limits of insurance coverage to be maintained by the Contractor and any approval of said insurance by the County or its insurance consultant(s) are not intended to and shall not in any manner limit or qualify the liabilities and obligations otherwise assumed by the Contractor pursuant to this Agreement, including but not limited to the provisions concerning indemnification. 2. The County acknowledges that some insurance requirements contained in this Agreement may be fulfilled by self - insurance on the part of the Contractor. However, this shall not in any way limit liabilities assumed by the Contractor under Rev. 3/2010 2 EXHIBIT B -2C (revised) this Agreement. Any self-insurance shall be approved in writing by the County upon satisfactory evidence of financial capacity. Contractors obligation hereunder maybe satisfied in whole or in part by adequately funded self - insurance programs or self-insurance retentions. 3. Should any of the work under this Agreement be sublet, the Contractor shall require each of its subcontractors of any tier to carry the aforementioned coverages, or Contractor may insure subcontractors under its own policies. 4. The County reserves the right to withhold payments to the Contractor in the event of material noncompliance with the insurance requirements outlined above. F. Fidelity Bonds (Required only if contractor will be receiving advanced funds or payments) Before receiving compensation under this Agreement, Contractor will f zoish County with evidence that all officials, employees, and agents handling or having access to funds received or disbursed under this Agreement, or authorized to sign or countersign checks, are covered by a BLANKET FIDELITY BOND in an amount of AT LEAST fifteen percent (15%) of the maximum financial obligation of the County cited herein. If such bond is canceled or reduced, Contractor will notify County immediately, and County may withhold further payment to Contractor until proper coverage has been obtained. Failure to give such notice may be cause for termination of this Agreement, at the option of County. ' Rev. 32010