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HomeMy WebLinkAboutAP Triton 2021-05-01 COU No.2021-184 AP Triton, LLC Professional Services Agreement This Agreement, dated as of May 1, 2021, is by and between City of Ukiah ("CLIENT"), and AP Triton, LLC ("CONSULTANT"), hereinafter collectively referred to as the"Parties."The Agreement will be effective upon final execution by all parties. 1. HEADINGS Headings herein are for convenience of reference only and shall in no way affect interpretation of the Agreement. 2. ATTACHMENTS Attachments 1 and 2 are attached hereto and included by reference. 3. CONSULTANT'S SCOPE OF SERVICES AND CLIENT RESPONSIBILITIES CONSULTANT agrees to perform all services described in Attachment 1, Scope of Work, for payment pursuant to Attachment 2, in accordance with the terms and conditions of this Agreement. CLIENT shall provide complete, accurate, and timely information regarding CLIENT'S requirements and shall designate by name a representative authorized to act on its behalf. CLIENT shall examine documents or other instruments submitted by CONSULTANT and shall promptly render any decisions necessary in order to avoid unreasonable delay. CLIENT shall provide any additional materials, other than those CONSULTANT is responsible to provide, that are reasonably necessary to complete the Scope of Work. CLIENT shall provide reasonable access to any locations under the control of CLIENT required for CONSULTANT to perform the services hereunder. Any additional requirements will be identified in Attachment 1. 4. TERM This Agreement shall terminate upon completion of the Scope of Work as described in Attachment 1, unless extended by mutual Agreement of the Parties in writing or terminated in accordance with section 16. 6. PAYMENT For all services performed in accordance with the Agreement, payment shall be made to CONSULTANT as provided in Attachment 2. 6. INDEPENDENT CONTRACTOR No relationship of employer and employee is created by this Agreement. It is understood and agreed that CONSULTANT is, at all times, an independent contractor and can perform work for others. CONSULTANT is not the agent or employee of the CLIENT in any capacity whatsoever and CLIENT shall not be liable in any manner for any acts or omissions by CONSULTANT or for any obligations or liabilities incurred by CONSULTANT, its employees, or agents. CONSULTANT shall have no claim under this Agreement or otherwise, for seniority, vacation time, vacation pay, sick leave, personal lime off, health insurance medical care, hospital care, retirement benefits, social security, disability, workers' compensation, or unemployment insurance benefits, civil service protection, or employee benefits of any kind. Page 1 of 7 Initials: PM COU No.2021-184 CONSULTANT shall be solely liable for, and obligated to pay directly, all applicable payroll taxes (including federal and state income taxes) or contributions for unemployment insurance or old age pensions or annuities which are imposed by any governmental entity in connection with the labor used or which are measured by wages, salaries or other remuneration paid to its officers, agents, or employees, and CONSULTANT agrees to indemnify and hold CLIENT harmless from any and all liability which CLIENT may incur because of CONSULTANT's failure to pay such amounts. In carrying out the work contemplated herein, CONSULTANT shall comply with all applicable federal and state workers' compensation and liability laws and regulations with respect to the officers, agents and/or employees conducting and participating in the work; and agrees that such officers, agents, and/or employees will be considered as independent contractors and shall not be treated or considered in any way as officers, agents and/or employees of CLIENT. 7. INDEMNIFICATION Notwithstanding the foregoing insurance requirements, and in addition thereto, Consultant agrees, for the full period of time allowed by law, surviving the termination of this Agreement,to indemnify the City for any claim, cost or liability that arises out of, or pertains to, or relates to any negligent act or omission or the willful misconduct of Consultant in the performance of services under this contract by Consultant, but this indemnity does not apply to liability for damages for death or bodily injury to persons, injury to property, or other loss, arising from the sole negligence, willful misconduct or defects in design by the City, or arising from the active negligence of the City. "Indemnify,"as used herein includes the expenses of defending against a claim and the payment of any settlement or judgment arising out of the claim. Defense costs include all costs associated with defending the claim, including, but not limited to, the fees of attorneys, investigators, consultants, experts and expert witnesses, and litigation expenses. References in this paragraph to City or Consultant, include their officers, employees, agents, and subcontractors. 8. INSURANCE Insurance Liability. Without limiting Consultant's obligations arising under Paragraph 6.2 Consultant shall not begin work under this Agreement until it procures and maintains for the full period of time allowed by law, surviving the termination of this Agreement insurance against claims for injuries to persons or damages to property, which may arise from or in connection with its performance under this Agreement. A. Minimum Scope of Insurance Coverage shall be at least as broad as: 1. Insurance Services Office("ISO) Commercial General Liability Coverage Form No. CG 20 10 10 01 and Commercial General Liability Coverage—Completed Operations Form No. CG 20 37 10 01. 2. ISO Form No. CA 0001 (Ed. 1/87) covering Automobile Liability, Code 1 "any auto" or Code 8, 9 if no owned autos and endorsement CA 0025. Page 2 of 7 Initials: COU No.2021-184 3. Worker's Compensation Insurance as required by the Labor Code of the State of California and Employers Liability Insurance. B. Minimum Limits of Insurance Consultant shall maintain limits no less than: 1. General Liability: $1,000,000 combined single limit per occurrence for bodily injury, personal injury and property damage including operations, products and completed operations. If Commercial General Liability Insurance or other form with a general aggregate limit is used, the general aggregate limit shall apply separately to the work performed under this Agreement, or the aggregate limit shall be twice the prescribed per occurrence limit. 2. Automobile Liability: $1,000,000 combined single limit per accident for bodily injury and property damage. 3. Worker's Compensation and Employers Liability: Worker's compensation limits as required by the Labor Code of the State of California and Employers Liability limits of $1,000,000 per accident. C. Deductibles and Self-Insured Retentions Any deductibles or self-insured retentions must be declared to and approved by the City. At the option of the City, either the insurer shall reduce or eliminate such deductibles or self- insured retentions as respects to the City, its officers, officials, employees and volunteers; or the Consultant shall procure a bond guaranteeing payment of losses and related investigations, claim administration and defense expenses. D. Other Insurance Provisions The policies are to contain, or be endorsed to contain,the following provisions: 1. General Liability and Automobile Liability Coverages a. The City, it officers, officials, employees and volunteers are to be covered as additional insureds as respects; liability arising out of activities performed by or on behalf of the Consultant, products and completed operations of the Consultant, premises owned, occupied or used by the Consultant, or automobiles owned, hired or borrowed by the Consultant for the full period of time allowed by law, surviving the termination of this Agreement. The coverage shall contain no special limitations on the scope-of-protection afforded to the City, its officers, officials, employees or volunteers. b. The Consultant's insurance coverage shall be primary insurance as respects to the City, its officers, officials, employees and volunteers. Any insurance or self-insurance maintained by the City, its officers, officials, employees or volunteers shall be in excess of the Consultant's insurance and shall not contribute with it. c. Any failure to comply with reporting provisions of the policies shall not affect coverage provided to the City, its officers, officials, employees or volunteers. d. The Consultant's insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability. //'µ/' Page 3 of 7 Initials: I w„ COU No.2021-184 2. Worker's Compensation and Employers Liability Coverage The insurer shall agree to waive all rights of subrogation against the City, its officers, officials, employees and volunteers for losses arising from Consultant's performance of the work, pursuant to this Agreement. 3. All Coverages Each Insurance policy required by this clause shall be endorsed to state that coverage shall not be suspended, voided, canceled by either party, reduced in coverage or in limits except after thirty (30)days prior written notice by certified mail, return receipt requested, has been given to the City. E. Acceptability of Insurers Insurance is to be placed with admitted California insurers with an A.M. Best's rating of no less than A-for financial strength,AA for long-term credit rating and AMB-1 for short-term credit rating. F. Verification of Coverage Consultant shall furnish the City with Certificates of Insurance and with original Endorsements effecting coverage required by this Agreement.The Certificates and Endorsements for each insurance policy are to be signed by a person authorized by that insurer to bind coverage on its behalf.The Certificates and Endorsements are to be on forms provided or approved by the City. Where by statute, the City's Workers' Compensation - related forms cannot be used, equivalent forms approved by the Insurance Commissioner are to be substituted.All Certificates and Endorsements are to be received and approved by the City before Consultant begins the work of this Agreement. The City reserves the right to require complete, certified copies of all required insurance policies, at any time. If Consultant fails to provide the coverages required herein,the City shall have the right, but not the obligation,to purchase any or all of them. In that event,the cost of insurance becomes part of the compensation due the contractor after notice to Consultant that City has paid the premium. 9. CONFORMITY WITH LAW AND SAFETY In performing services under this Agreement, CONSULTANT shall observe and comply with all applicable laws, ordinances, codes and regulations of governmental agencies, including federal, state, municipal, and local governing bodies, having jurisdiction over the scope of services provided by CONSULTANT. 10. TRAVEL EXPENSES CONSULTANT shall be allowed and compensated for reasonable travel expenses to carry out the work of the CLIENT as approved in advance by the CLIENT in accordance with Attachment 2. 11. TAXES Payment of all applicable federal, state and local taxes shall be the sole responsibility of the CONSULTANT. 12. ACCESS AND RETENTION OF RECORDS CONSULTANT agrees to provide the CLIENT and its designee's access to all of the CONSULTANT's records related to this contract and that the CONSULTANT shall maintain its records related to this contract for a period of not less than five (5) years i after Page 4 of 7 Initials: COU No.2021-184 the final payment to the CONSULTANT is made by the CLIENT. 13. CONFLICT OF INTEREST CONSULTANT covenants that CONSULTANT presently has no interest, and shall not obtain any interest, direct or indirect, which would conflict in any manner with the performance of services required under this Agreement, including but not limited to any provision of services to any federal, state or local regulatory or other public agency which has any interest adverse or potentially adverse to the CLIENT, as determined in the reasonable judgment of the CLIENT. Entering into this agreement does not preclude CONSULTANT from working for others as long as CONSULTANT ensures that such work does not constitute a conflict of interest. 14. CONFIDENTIALITY CONSULTANT agrees that any information, whether proprietary or not, made known to or discovered by CONSULTANT during the performance of or in connection with this Agreement for the CLIENT will be kept confidential and not be disclosed to any other person or entity except as required by law. CONSULTANT agrees to immediately notify the CLIENT if CONSULTANT is requested to disclose to others any information made known to or discovered by CONSULTANT during the performance of or in connection with this Agreement. 15. USE OF CLIENT PROPERTY CONSULTANT shall not use CLIENT property (including equipment, instruments and supplies) or personnel for any purpose other than in the performance of its obligations under this Agreement. Page 5 of 7 Initials: COU No.2021-184 16. TERMINATION Either party may terminate this Agreement for default upon five (5) days written notice to the other if the other party has substantially failed to fulfill any of its obligations under this Agreement in a timely manner as provided herein. CLIENT has and reserves the right to terminate this Agreement at its convenience and without cause upon thirty (30) days written notice to CONSULTANT. In the event that the CLIENT should terminate this Agreement for its convenience, CONSULTANT shall be entitled to payment for services provided hereunder, as provided in Attachment 2, including for such services performed prior to the effective date of said termination, including travel, accrued as of the date of the termination, which payment shall be per the terms set forth in Attachment 2. 17. CHOICE OF LAW CONSULTANT and CLIENT agree that if a dispute arises in the performance of this agreement the laws of the State of California will govern. 18. ENTIRE AGREEMENT This Agreement, including all attachments, exhibits, and any other documents specifically incorporated into this Agreement, shall constitute the entire agreement between CLIENT and CONSULTANT relating to the subject matter of this Agreement. As used herein, Agreement refers to and includes any documents incorporated herein by reference and any exhibits or attachments. This Agreement supersedes and merges all previous understandings, and all other agreements, written or oral, between the Parties and sets forth the entire understanding of the Parties regarding the subject matter thereof. The Agreement may not be modified except by a written document signed by both Parties. This Agreement and all related obligations and services hereunder are intended for the sole benefit of CLIENT and CONSULTANT and are not intended to create any third-party rights or benefits. 19. MODIFICATION OF AGREEMENT This Agreement may be supplemented, amended or modified only by the mutual agreement of the Parties. No supplement, amendment or modification of this Agreement shall be binding unless it is in writing and signed by authorized representatives of both Parties. 20. SEVERABILITY If any part of this Agreement or the application thereof is declared to be invalid for any reason, such invalidity shall not affect the other provisions of this Agreement which can be given effect without the invalid provision or application, and to this end the provisions of this Agreement are deemed severable. 21. SUCCESSORS AND ASSIGNS This agreement is binding upon and inures to the benefit of the successor, executors, administrators, and assigns of each party to this agreement, provided, however, that CONSULTANT shall not assign or transfer by operation of law or otherwise any or all rights, burdens, duties, or obligations without prior written consent of the CLIENT. Any attempted assignment without such consent shall be invalid. Page 6 of 7 Initials: Irs COU No.2021-184 22. NOTICES All notices, requests, demands, or other communications under this Agreement shall be in writing. Notices shall be given for all purposes as follows: Personal delivery: When personally delivered to the recipient, notices are effective on delivery. First Class Mail: When mailed first class to the last address of the recipient known to the party giving notice, notice is effective three (3) mail delivery days after deposit in a United States Postal Service office or mailbox. Certified Mail: When mailed certified mail, return receipt requested, notice is effective on receipt, if delivery is confirmed by a return receipt. Overnight Delivery: When delivered by overnight delivery (Federal Express/Airborne/United Parcel Service/DHL Worldwide Express) with charges prepaid or charged to the sender's account, notice is effective on delivery, if delivery is confirmed by the delivery service. Addresses for purpose of giving notice are as follows: To CLIENT: City of Ukiah City Manager's Office 300 Seminary Avenue Ukiah, CA 95482-5400 To CONSULTANT: AP Triton, LLC Attn: Kurt Henke 1851 Heritage Lane, Suite 138 Sacramento, CA 95815 Any correctly addressed notice that is refused, unclaimed, or undeliverable because of an act or omission of the party to be notified shall be deemed effective as of the first date that said notice was refused, unclaimed, or deemed undeliverable by the postal authorities, messenger, or overnight delivery service. Any party may change its address by giving the other party notice of the change in any manner permitted by this Agreement. 23. SIGNATORIES By signing this agreement, signatories warrant and represent that they have executed this Agreement in their authorized capacity. IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the day and year above written City of Ukiah - AP Triton, LLC By: �0 By: Signature Signature Name: Sage Sangiacomo Name: Kurt Henke Title: City Manager Title: M irra9. PW ner Date: May 11, 2021 Date: Page 7 of 7 Initials: 1� I COU No.2021-184 ATTACHMENT Scope of Services AP Triton, LLC completed an Emergency Medical Services (EMS) System Valuation and Optimization Study in July 2020. AP Triton will use the findings of that study, along with its substantial experience in establishing and managing pre-hospital emergency medical services (PHEMS) programs, to provide consulting services and assistance to Ukiah Valley Fire Authority (UVFA) in the development, deployment, and operations of all facets of UVFA's PHEMS system for the City of Ukiah and UVFA's district. The scope of work includes: 1. Provide forecasts relating to statutory changes that could potentially impact the Fire Authority and its delivery of pre-hospital EMS (federal, state, regional, and local levels). 2. Provide updates on PHEMS industry trends and considerations as information becomes available. 3. Provide current data relating to Ground Emergency Medical Transportation (GEMT), Intergovernmental Transport (IGT), and 1705 and the forecasting of what impact these items may have on the Fire Authority. Assist with the recovery of those funds. 4. Provide research and recommendations relating to potential changes or modifications to PHEMS system. 5. Address issues with the County of Mendocino Local Emergency Medical Services Authority (LEMSA) on behalf of the Fire Authority as requested. 6. Participate in the various coalition and state legislative activities relating to public policy matters that directly affect the Fire Authority. This may include interaction with the various fire associations. 7. Meet with and report to the Ukiah Valley Fire Authority's Board of Directors and City of Ukiah's City Manager on public policy matters affecting the Fire Authority. 8. Provide annual review of the Fire Authority's PHEMS deployment model. 9. Provide quarterly review of the Continuous Quality Improvement/Quality Assurance (CQI/QA) process for efficiency and effectiveness as requested. 10. Meet with the Fire Authority's Fire Chief and key staff on a quarterly basis for the following: • PHEMS operations and interactions of the Fire Authority; • PHEMS finance; and • CQI /QA issues. Page 8 of 7 Initials: COU No.2021-184 ATTACHMENT 2 Payment Terms Payment for Services hereunder shall be in the amounts and at the time as set forth below: In exchange for up to 30 hours a month for consulting services and assistance, Ukiah Valley Fire Authority will be invoiced $5,000 per month for a one-year period, with an option to extend for up to two additional years with the mutual consent of both parties. The above costs do not include travel. Travel shall be pre-approved by Ukiah Valley Fire Authority and expenses (airfare, hotel, ground transportation, etc.) shall be invoiced separately at actual costs. Mileage will be billed at the current IRS reimbursement rate. All invoices shall be due within thirty days from the date of the invoice submitted to the Ukiah Valley Fire Authority. The cost of any changes to this proposal will be priced individually and agreed to, in writing by both parties, before additional work is performed. Services to be performed under this Agreement will begin at the time the Agreement is executed. Contact information for billing purposes is as follows: CLIENT: City of Ukiah Attn: Fire Authority 300 Seminary Avenue Ukiah, CA 95482-5400 Email: dhutchison@cityofukuiah.com Page 9 of 7 Initials: I�rJ