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HomeMy WebLinkAbout1/5/2005 - STAFF REPORTS (29) City Manager Authorized Agreements Under $25,000 Period: 11/15 through 12/22/04 ContractorNendor Amount Department A5002 D & D Painting $23,400 Public Works A5008 Emergency Medical Service Coordinator $23,400 Fire CITY OF PALM SPRINGS CONTRACT SERVICES AGREEMENT FOR Downtown Decorative Lighting Pole Repainting, City Project No. 04-04 THIS CONTRACT SERVICES AGREEMENT (herein "Agreement") is made and entered into this IG4(} \ day of UMV ✓ , 2004, by and between the CITY OF PALM SPRINGS, a municipal corporation (herein "City") and D&D Painting (herein "Contractor'). NOW, THEREFORE, the parties hereto agree as follows: 1.0 SERVICES OF CONTRACTOR 1.1 Scope of Services. In compliance with all of the terms and conditions of this Agreement, the Contractor shall perform the work or services set forth in the "Scope of Services" attached hereto as Exhibit "A" and incorporated herein by reference. Contractor warrants that all work and services set forth in the Scope of Services will be performed in a competent, professional and satisfactory manner. 1.2 Compliance With Law. All work and services rendered hereunder shall be provided in accordance with all ordinances, resolutions, statutes, rules, and regulations of the City and any Federal, State or local governmental agency of competent jurisdiction. 1.3 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. 2.0 COMPENSATION 2.1 Contract Sum. For the services rendered pursuant to this Agreement, Contractor shall be compensated in accordance with the "Schedule of Compensation" attached hereto as Exhibit "B" and incorporated herein by this reference, but not exceeding the maximum contract amount of Twenty Three Thousand Four Hundred Dollars ($23,400) ("Contract Sum"). 2.2 Method of Payment. Provided that Contractor is not in default under the terms of this Agreement, Contractor shall be paid as outlined Exhibit "B" Schedule of Compensation. 3.0 COORDINATION OF WORK 3.1 Representative of Contractor. Doug DeOliveira is hereby designated as being the principal and representative of Contractor authorized to act in its behalf with respect to the work and services specified herein and make all decisions in connection therewith. 3.2 Contract Officer. Jan Anderson, is hereby designated as being the representative the City authorized to act in its behalf with respect to the work and services specified herein and make all decisions in connection therewith ("Contract Officer'). The City H:\USERS\ENG\Contr.Agreements\D&D Painting-Decorative Light Pole Repainting, CP#04-04.wpd -1- a Manager of City shall have the right to designate another Contract Officer by providing written notice to Contractor. 3.3 Prohibition Against Subcontracting or Assignment. Contractor shall not contract with any entity to perform in whole or in part the work or services required hereunder without the express written approval of the City. Neither this Agreement nor any interest herein may be assigned or transferred, voluntarily or by operation of law, without the prior written approval of City. Any such prohibited assignment or transfer shall be void. 3.4 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. Contractor shall perform all services required herein as an independent contractor of City and shall remain under 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. 4.0 INSURANCE AND INDEMNIFICATION 4.1 Insurance. 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) Commercial General Liability Insurance. A policy of commercial general liability insurance written on a per occurrence basis with a combined single limit of a least $1,000,000 bodily injury and property damage including coverages for contractual liability, personal injury, independent contractors, broadform property damage, products and completed operations. The General Liability Policy shall name the City of Palm Springs, its officers, employees, and agents, as additional insured in accordance with standard ISO additional insured endorsement form CG2010(1185) or equivalent language. (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 and which will include $1,000,000 employer's liability. (c) Business Automobile Insurance. A policy of business automobile liability insurance written on a per occurrence basis with a single limit liability in the amount of $500,000 bodily injury and property damage, Said policy shall include coverage for owned, non-owned, leased and hired cars. (d) Additional Insurance. Policies of such other insurance, including professional liability insurance in a minimal amount of $1,000,000 if contract has professional liability exposure, as may be required in Exhibit "A". All of the above policies of insurance shall be primary insurance. The insurer shall waive all rights of subrogation and contribution it may have against the City, its officers, employees and agents, and their respective insurers. In the event any of said policies of insurance are canceled, the Contractor shall, prior to the cancellation date, submit new evidence of insurance in conformance with this Section 4.1 to the Contract Officer. No work or services under this Agreement shall commence until the Contractor has provided the City with H:\USERS\ENG\Contr.Agreements\D&D Painting-Decorative Light Pole Repainting, CP#04-04.wpd -2- Certificates of Insurance or appropriate insurance binders evidencing the above insurance coverages and said Certificates of Insurance or binders are approved by the City. The contractor agrees that the provisions of this Section 4.1 shall not be construed as limiting in any way the extent to which the Contractor may be held responsible for the payment of damages to any persons or property resulting from the Contractor's activities or the activities of any person or person for which the Contractor is otherwise responsible. In the event the Contractor subcontracts any portion of the work in compliance with Section 3.3 of this Agreement the contract between the Contractor and such subcontractor shall require the subcontractor to maintain the same polices of insurance that the Contractor is required to maintain pursuant to this Section. 4.2 Indemnification. Contractor agrees to indemnify the City, its officers, agents and employees against, and will hold and save them and each of them harmless from, any and all actions, suits, claims, damages to persons or property, losses, costs, penalties, obligations, errors, omissions or liabilities, (herein "claims or liabilities") that may be asserted or claimed by any person, firm or entity arising out of or in connection with the negligent performance of the work, operations or activities of Contractor, its agents, employees, subcontractors, or invitees, provided for herein, or arising from the negligent acts or omissions of Contractor hereunder, or arising from Contractor's negligent performance of or failure to perform any term, provision, covenant or condition of this Agreement, whether or not there is concurrent passive or active negligence on the part of the City, its officers, agents or employees but excluding such claims or liabilities arising from the sole negligence or willful misconduct of the City, its officers, agents or employees, who are directly responsible to the City, and in connection therewith: (a) Contractor will defend any action or actions filed in connection with any of said claims or liabilities and will pay all costs and expenses, including legal costs and attorneys' fees incurred in connection therewith; (b) Contractor will promptly pay any judgment rendered against the City, its officers, agents or employees for any such claims or liabilities arising out of or in connection with the negligent performance of or failure to perform such work, operations or activities of Contractor hereunder; and Contractor agrees to save and hold the City, its officers, agents, and employees harmless therefrom; (c) In the event the City, its officers, agents or employees is made a party to any action or proceeding filed or prosecuted against Contractor for such damages or other claims arising out of or in connection with the negligent performance of or failure to perform the work, operation or activities of Contractor hereunder, Contractor agrees to pay to the City, its officers, agents or employees, any and all costs and expenses incurred by the City, its officers, agents or employees in such action or proceeding, including but not limited to, legal costs and attorneys' fees. 5.0 TERM 5.1 Term. Unless earlier terminated in accordance with Section 5.2 below, this Agreement shall continue in full force until June 30, 2005. 5.2 Termination Prior to Expiration of Term. Either party may terminate H:\USERS\ENG\Contr.Agreements\D&D Painting-Decorative Light Pole Repainting, CP#04-04.wpd -3- this Agreement at any time, with or without cause, upon thirty (30) days' written notice to the other party. Upon receipt of the notice of termination, the Contractor shall immediately cease all work or services hereunder except as may be specifically approved by the Contract Officer. In the event of termination by the City, Contractor shall be entitled to compensation for all services rendered prior to the effectiveness of the notice of termination and for such additional services specifically authorized by the Contract Officer and City shall be entitled to reimbursement for any compensation paid in excess of the services rendered. 6.0 MISCELLANEOUS 6.1 Covenant Against Discrimination. Contractor covenants that, by and for itself, its heirs, executors, assigns and all persons claiming under or through them, that there shall be no discrimination against or segregation of, any person or group of persons on account of race, color, creed, religion, sex, marital status, national origin, or ancestry in the performance of this Agreement. Contractor shall take affirmative action to ensure that applicants are employed and that employees are treated during employment without regard to their race, color, creed, religion, sex, marital status, national origin or ancestry. 6.2 Non-liability of City Officers and Employees. No officer or employee of the City shall be personally liable to the Contractor, or any successor in interest, in the event of any default or breach by the City or for any amount which may become due to the Contractor or to its successor, or for breach of any obligation of the terms of this Agreement. 6.3 Conflict of Interest. No officer or employee of the City shall have any financial interest, direct or indirect, in this Agreement nor shall any such officer or employee participate in any decision relating to the Agreement which effects his financial interest or the financial interest of any corporation, partnership or association in which he is, directly or indirectly, interested, in violation of any State statute or regulation. The Contractor warrants that it has not paid or given and will not pay or give any third party any money or other consideration for obtaining this Agreement. 6.4 Notice. 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 City Manager and to the attention of the Contract Officer, CITY OF PALM SPRINGS, P.O. Box 2743, Palm Springs, California 92263, and in the case of the Contractor, to the person at the address designated on the execution page of this Agreement. 6.5 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 this Agreement or any other rule of construction which might otherwise apply. 6.6 Integration Amendment. It is understood that there are no oral agreements between the parties hereto affecting this Agreement and this Agreement supersedes and cancels any and all previous negotiations, arrangements, agreements and understandings, if any, between the parties, and none shall be used to interpret this Agreement. This Agreement may be amended at any time by the mutual consent of the parties by an instrument in writing. H:\USERS\ENG\Contr.Agreements\D&D Painting-Decorative Light Pole Repainting, CP#04-04.wpd -4- 6.7 Severability. In the event that part of 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 portions 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. 6.8 Waiver. No delay or omission in the exercise of any right or remedy by a nondefaulting party on any default shall impair such right or remedy or be construed as a waiver. A party's consent to or approval of any act by the other party requiring the party's consent or approval shall not be deemed to waive or render unnecessary the other party's consent to or approval of any subsequent act. 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. 6.9 Attorneys' Fees. If either party to this Agreement is required to initiate or defend or made a party to any action or proceeding in any way connected with this Agreement, the prevailing party in such action or proceeding, in addition to any other relief which may be granted, whether legal or equitable, shall be entitled to reasonable attorney's fees, whether or not the matter proceeds to judgment. 6.10 Corporate Authority. The persons executing this Agreement on behalf of the parties hereto warrant that (1) 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. SIGNATURES ON NEXT PAGE H:\USERS\ENG\Contr.Agreements\D&D Painting-Decorative Light Pole Repainting, CP#04-04.wpd -5- IN WITNESS WHEREOF, the parties have executed and entered into this Agreement as of the date first written above. CITY OF PALM SPRINGS ATTEST: I/I a municipal corporation By: ty Clerk City Manager Oil AMROM THE C"Mi4Pd,AQS%pO CONTRA OR: D& Painting Check one: Individual—Partnership_Corporation 41- 10 Boardwa k,Sui a A-10 Pal Desert,CA 9221 Corporatio s require two notarize i natur s: One from each of the following: A. Chairman of Board, President, or any Vice President: D B.Secret ry, an or ary,Treasurer,Assistant Treasurer,or Chief Financial Officer). By: l._ By: Signature(notariz d) Signature(notarized) Name: U �2,Q�\VC'.l`r Cl, Name' Title: t^ Title: Address: Sim— C1r4LiLd!'25S @bw QW Address: State of s State of � County of k G� s County of ss On t5 , ao otu{ before me, On before me, V e c personally appeared o b 'VL'\Ya. personally appeared PeMOTTEIRY nown to nw (or proved to me on the basis of personally known to me (or proved to me on the basis of satisfactory evidence) to be the person* whose name(6) satisfactory evidence) to be the person(s) whose name(s) is/%r subscribed to the within instrument and acknowledged is/are subscribed to the within instrument and acknowledged to me that he/sheAhey executed the same in his/he6lhelr to me that he/she/they executed the same in his/her/their authorized capacity(lea), and that by hisfheNtheir signature(e) authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(#, or the entity upon behalf of on the instrument the person(s), or the entity upon behalf of which the person(ej acted,executed the instrument. which the person(s)acted,executed the instrument. WITNESS my hand and official seal. WITNESS my hand and official seal Notary Signature: �i Q+l/ -.a Notary Signature' Notary Seal: Notary Seal Agreement over/under $25,000 !RIC Commission # 1348 Reviewed and approved b' Commission# 1348487 PP Y z �vd - Notary Public-Colifomla Procurement& Contra ct'ng Riverside County .. My Convn.Etgrlres Mar 26.2006 Initials Date I'. . `,Te"r! nx H:\USERS\ENG\Contr.Agreements\D&D Painting-Decorative Light Pale Repainting, CP#04-04.wpd -6- EXHIBIT "A" SCOPE OF SERVICES Repaint in place all decorative light poles on North Palm Canyon Drive from Amado Road to South of Baristo Road and on Tahquitz Canyon Way from Belardo Road to Indian Canyon Drive. Work to include cleaning pole surfaces, sanding, removing stickers, tape, etc., removing and replacing light hardware, applying one coat of exterior acrylic matte finish, color to match sample. Color to be Sherwin Williams #SW2810 'Rockwood Sash Green". Contractor to furnish all labor and materials. All work and cleanup shall be completed according to standard practices and in accordance with all Municipal, State and Federal laws. H:\USERS\ENG\Contr,Agreements\D&D Painting-Decorative Light Pole Repainting, CP#04-04.wpd -7- SCHEDULE B SCHEDULE OF COMPENSATION Compensation shall be on a unit price basis as follows: Estimated Quantity Unit Unit Price Total 78 each $300 $23,406 Payments shall be made on a unit price basis, no more often than once per month, based on a city approved invoice from Contractor. Time of completion is 45 working days from first day of work. Final payment to be approved by City within 30 days of completion of all work. H:\USERS\ENG\Contr.Agreements\D&D Painting-Decorative Light Pole Repainting, CP#04-04.wpd -8- CITY OF PALM SPRINGS CONTRACT SERVICES AGREEMENT for Emergency Medical Service Coordination Services THIS CONTRACT SERVICES AGREEMENT(herein"Agreement")is made and entered into this I,'T' day of December, 2004, by and between the CITY OF PALM SPRINGS, a municipal corporation (herein "City") and Gigi Kramer, RN, M.I.C.N., (herein "Contractor"). NOW, THEREFORE, the parties hereto agree as follows: 1.0 SERVICES OF CONTRACTOR 1.1 Scope of Services. In compliance with all of the terms and conditions of this Agreement, the Contractor shall perform the work or services set forth in the "Scope of Services" attached hereto as Exhibit "A" and incorporated herein by reference. Contractor warrants that all work and services set forth in the Scope of Services will be performed in a competent, professional and satisfactory manner. 1.2 Compliance With Law. All work and services rendered hereunder shall be provided in accordance with all ordinances, resolutions, statutes, rules, and regulations of the City and any Federal, State or local governmental agency of competent jurisdiction. 1.3 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. 2.0 COMPENSATION 2.1 Contract Sum. For the services rendered pursuant to this Agreement, Contractor shall be compensated in accordance with the "Schedule of Compensation" attached hereto as Exhibit "B" and incorporated herein by this reference, but not exceeding the maximum contract amount of Sixteen Thousand Five Hundred Dollars ($16,500.00) ("Contract Sum"). 2.2 Method of Payment. Provided that Contractor is not in default under the terms of this Agreement, Contractor shall be paid as outlined in Exhibit "B", Schedule of Compensation. 3.0 COORDINATION OF WORK 3.1 Representative of Contractor. Gigi Kramer, RN, M.I.C.N., is hereby designated as being the principal and representative of Contractor authorized to act in its behalf with respect to the work and services specified herein and make all decisions in connection therewith. 3.2 Contract Officer. Fire Chief Blake Goetz is hereby designated as being the representative the City authorized to act in its behalf with respect to the work and services specified herein and make all decisions in connection therewith ("Contract Officer"). The City Managerof City shall have the right to designate another Contract Officer by providing written notice to Contractor. a58 3.3 Prohibition Against Subcontracting or Assignment. Contractor shall not contract with any entity to perform in whole or in part the work or services required hereunder without the express written approval of the City. Neither this Agreement nor any interest herein may be assigned or transferred, voluntarily or by operation of law, without the prior written approval of City. Any such prohibited assignment or transfer shall be void. 3.4 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. Contractor shall perform all services required herein as an independent contractor of City and shall remain under 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. 4.0 INSURANCE, INDEMNIFICATION AND BONDS 4.1 Insurance. 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) Commercial General Liability Insurance. A policy of commercial general liability insurance written on a per occurrence basis with a combined single limit of a least $1,000,000 bodily injury and property damage including coverages for contractual liability, personal injury, independent contractors, broadform property damage, products and completed operations The General Liability Policy shall name the City of Palm Springs, its officers, employees, and agents, as additional insured in accordance with standard ISO additional insured endorsement form CG2010(1185) or equivalent language. (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 and which will include $1,000,000 employer's liability. (c) Business Automobile Insurance. A policy of business automobile liability insurance written on a per occurrence basis with a single limit liability in the amount of $1,000,000 bodily injury and property damage,Said policy shall include coverage for owned, non-owned, leased and hired cars. (d) Additional Insurance. Policies of such other insurance, including professional liability insurance in a minimal amount of$1,000,000 if contract has professional liability exposure, as may be required in Exhibit "A". All of the above policies of insurance shall be primary insurance. The insurer shall waive all rights of subrogation and contribution it may have against the City, its officers, employees and agents, and their respective insurers. In the event any of said policies of insurance are canceled, the Contractor shall, prior to the cancellation date, submit new evidence of insurance in conformance with this Section 4.1 to the Contract Officer. No work or services under this Agreement shall commence until the Contractor has provided the City with Certificates of Insurance or appropriate insurance binders evidencing the above insurance coverages and said Certificates of Insurance or binders are approved by the City. The contractor agrees that the provisions of this Section 4.1 shall not be construed as limiting in any way the extent to which the Contractor may be held responsible for the payment of damages to any persons or property resulting from the Contractor=s activities or the activities of any person or person for which the Contractor is otherwise responsible. In the event the Contractor subcontracts any portion of the work in compliance with Section 3.3 of this Agreement the contract between the Contractor and such subcontractor shall require the subcontractor to maintain the same polices of insurance that the Contractor is required to maintain pursuant to this Section. 4.2 Indemnification. Contractor agrees to indemnify the City, its officers, agents and employees against, and will hold and save them and each of them harmless from, any and all actions, suits, claims, damages to persons or property, losses, costs, penalties,obligations, errors, omissions or liabilities, (herein_claims or liabilities_)that may be asserted or claimed by any person, firm or entity arising out of or in connection with the negligent performance of the work, operations or activities of Contractor, its agents, employees, subcontractors, or invitees, provided for herein, or arising from the negligent acts or omissions of Contractor hereunder, or arising from Contractor's negligent performance of or failure to perform any term, provision, covenant or condition of this Agreement, whether or not there is concurrent passive or active negligence on the part of the City, its officers, agents or employees but excluding such claims or liabilities arising from the sole negligence or willful misconduct of the City, its officers, agents or employees, who are directly responsible to the City, and in connection therewith: (a) Contractor will defend any action or actions filed in connection with any of said claims or liabilities and will pay all costs and expenses, including legal costs and attorneys' fees incurred in connection therewith; (b) Contractor will promptly pay anyjudgment rendered against the City, its officers, agents or employees for any such claims or liabilities arising out of or in connection with the negligent performance of or failure to perform such work, operations or activities of Contractor hereunder; and Contractor agrees to save and hold the City, its officers, agents, and employees harmless therefrom; (c) In the event the City, its officers, agents or employees is made a party to any action or proceeding filed or prosecuted against Contractor for such damages or other claims arising out of or in connection with the negligent performance of or failure to perform the work, operation or activities of Contractor hereunder, Contractor agrees to pay to the City, its officers, agents or employees, any and all costs and expenses incurred by the City, its officers, agents or employees in such action or proceeding, including but not limited to, legal costs and attorneys'fees. 5.0 TERM 5.1 Term. Unless earlier terminated in accordance with Section 5.2 below, this Agreement shall continue in full force for 1 year. 5.2 Termination Prior to Expiration of Term. Either party may terminate this Agreement at any time, with or without cause, upon thirty(30) days'written notice to the other party. Upon receipt of the notice of termination, the Contractor shall immediately cease all work or services hereunder except as maybe specifically approved by the Contract Officer. In the event of termination by the City, Contractor shall be entitled to compensation for all services rendered prior to the effectiveness of the notice of termination and for such additional services specifically authorized by the Contract Officer and City shall be entitled to reimbursement for any compensation paid in excess of the services rendered. 6.0 MISCELLANEOUS 6.1 Covenant Against Discrimination. Contractor covenants that, by and for itself, its heirs, executors, assigns and all persons claiming under or through them, that there shall be no discrimination against or segregation of, any person or group of persons on account of race, color, creed, religion, sex, marital status, national origin,or ancestry in the performance of this Agreement. Contractor shall take affirmative action to ensure that applicants are employed and that employees are treated during employment without regard to their race, color,creed, religion,sex, marital status, national origin or ancestry. 6.2 Non-liability of City Officers and Employees. No officer or employee of the City shall be personally liable to the Contractor, or any successor in interest, in the event of any default or breach by the City or for any amount which may become due to the Contractor or to its successor, or for breach of any obligation of the terms of this Agreement. 6.3 Conflict of Interest. No officer or employee of the City shall have any financial interest, director indirect, in this Agreement nor shall any such officer or employee participate in any decision relating to the Agreement which effects his financial interest or the financial interest of any corporation, partnership or association in which he is, directly or indirectly, interested, in violation of any State statute or regulation. The Contractor warrants that it has not paid or given and will not pay or give any third party any money or other consideration for obtaining this Agreement. 6.4 Notice. 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 City Manager and to the attention of the Contract Officer, CITY OF PALM SPRINGS, P.O.Box 2743, Palm Springs, California 92263, and in the case of the Contractor, to the person at the address designated on the execution page of this Agreement. 6.5 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 this Agreement or any other rule of construction which might otherwise apply. 6.6 Integration;Amendment. It is understood that there are no oral agreements between the parties hereto affecting this Agreement and this Agreement supersedes and cancels any and all previous negotiations, arrangements, agreements and understandings, if any, between the parties, and none shall be used to interpret this Agreement. This Agreement may be amended at any time by the mutual consent of the parties by an instrument in writing. 6.7 Severability. In the event that part of 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 portions 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. 6.8 Waiver. No delay or omission in the exercise of any right or remedy by a nondefaulting party on any default shall impair such right or remedy or be construed as a waiver. A party's consent to or approval of any act by the other party requiring the party's consent or approval shall not be deemed to waive or render unnecessary the other party's consent to or approval of any subsequent act. 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. 6.9 Attorneys' Fees. If either party to this Agreement is required to initiate or defend or made a party to any action or proceeding in any way connected with this Agreement, the prevailing party in such action or proceeding, in addition to any other relief which may be granted, whether legal or equitable, shall be entitled to reasonable attorney's fees,whether or not the matter proceeds to judgment. 6.10 Corporate Authority. 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. IN WITNESS WHEREOF,the parties have executed and entered into this Agreement as of the date first written above. CITY OF PALM SPRINGS, a municipal corporation ATTES ��V By City Clerk By City an "f''i"ti' LLo u1' ➢t'ic Li i' ON _Z"?- 1�5-0 41 CONTRACTOR: Gigi Kramer, M.I.C.N. Check one:_X_Individual—Partnership Corporation 50D� Corporations require two notarized signatures: One from each of the following: A. Chairman of Board,President,or any Vice President:AND B. Secretary,Assistant Secretary, Treasurer,Assistant Treasurer, or Chief Financial Officer). By: By:Sign'/(�Lure ( otarized) (� Signature (notarized) Name: 1t r A r 1 Name: Title: ,"���'V Title: State of } State of } County of }ss County of }ss On before me, On before me, personally appeared personally appeared personally known to me(or proved to me on the basis of personally known to me(or proved to me on the basis of satisfactory evidence)to be the person(s)whose name(s) satisfactory evidence)to be the person(s)whose name(s) is/are subscribed to the within instrument and is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by in his/her/their authorized capacity(ies), and that by his/her/their signature(s)on the instrumentthe person(s), his/her/their signature(s)on the instrument the person(s), or the entity upon behalf of which the person(s) acted, or the entity upon behalf of which the person(s) acted, executed the instrument. executed the instrument. WITNESS my hand and official seal. WITNESS my hand and official seal. Notary Signature: Notary Signature: Notary Seal: Notary Seal: Agreement OW/under $25,000 R Procurement& Contracting Initiala Date 1 Ib F.O.Number EXHIBIT "A" SCOPE OF SERVICES Contractor shall serve as the City's Emergency Medical Service Coordinator for the Fire Department's Advanced Life Support Program (ALS). Representative duties of the Emergency Medical Services Coordinator include, but are not limited to, the following: • Complete the orientation and accreditation process for all Fire Department personnel entering the Palm Springs Fire Department first responder Advanced Life Support (ALS) Program. • Provide requested information to the Fire Department Administration regarding the progress of all paramedic personnel involved with the Program. • Maintain separate files on each Fire Department paramedic, as it relates to ALS. • Review Patient Care Reports (PCR) forms for the purpose of maintaining Quality Assurance/Improvement objectives as filed with the Riverside County EMS Agency. • Maintain and audit all forms related to controlled substances (verification, usage, and incident reports). • Upon written request, provide the Riverside County EMS Agency any PCR or patient care data for the purposes of data management quality improvement, or system issues. Performance of this will be coordinated with the Fire Department Administration. • Work in conjunction with the Pre-Hospital Liaison Nurse, and Clinical Manager forAmerican Medical Response (AMR) to provide field care audits, system changes, and protocol updates for all Fire Department paramedics. • Offer ALS and BLS continuing education classes, structured for Fire Department purposes, but open to any EMS personnel. • Provide field observation (ride-a-longs)with Fire Department paramedics. Observations will be documented in writing, and maintained in personnel files. • Provide skills refresher courses for Fire Department paramedics as needed. • When requested, conduct quality assessment reviews as outlined in Policy#2200 of the Riverside County EMS Agency Protocol, Policy, and Procedure manuals. • Perform an annual audit on all sets of the Riverside County EMS Agency Protocol, Policy, and Procedure manuals maintained by the Fire Department. This would include audits of the manuals held by the paramedics. • When requested, attend meetings, seminars, and continuing education classes that will enhance delivery of EMS to Palm Springs. • Perform other EMS related administrative services, not specifically contained herein, as requested by the Fire Chief or his/her designee. Special Requirements: The requirement for Commercial General Liability Insurance is waived. Worker's Compensation is not required for this Agreement as the Contractor does not have any employees. The liability limit on Contractor's automobile policy is hereby changed from$1,000,000 to$300,000. Contractor shall procure and maintain for the entire term of this Agreement a policy of Professional Liability Insurance in the amount of$1,000,000 EXHIBIT "B" SCHEDULE OF COMPENSATION Total compensation for services provide shall not exceed $16,500.00. The Contractor shall be compensated for services rendered under Exhibit"A",Scope of Services, at an hourly rate of$35.00 per hour. Allowable Expenses: Certain fees and insurance premiums related to the requirements of Section 4.0 of this Agreement are eligible for reimbursement to the Contractor by the City. The Contractor must invoice the City separately for reimbursement. Any cost differential claimed by Contractor for increasing Contractor's automobile insurance coverage to the levels required by Section 4.1(C) must be documented by Contractor's insurance agent and attached to the invoice. City agrees to reimburse Contractor for supplies, travel cost, etc, on a case-by-case basis and with prior written approval by the City's Contract Officer.