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HomeMy WebLinkAboutAP Triton 2025-09-01COU No 2526-106 PROFESSIONAL SERVICES AGREEMENT AP Triton, LLC This Agreement, dated as of SEPTEMBER 1, 2025 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. 5. 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. Docusign Envelope ID: B3083459-1AA9-4E91-90F4-7E9E21A6C35D Page 2 of 7 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 To the fullest extent permitted by law, each Party shall release, hold harmless, defend and indemnify the other from and against any and all claims, losses, damages, lawsuits, liabilities and expenses, including but not limited to attorneys' fees, including but not limited to those attributable to bodily injury, sickness, disease, death or to injury to or destruction of property, including the loss therefrom, which arises out of or is any way connected with the performance of this Agreement (collectively "Liabilities") to the extent caused by such Party, except where such Liabilities are caused by the sole negligence or willful misconduct of any indemnitee. 8. INSURANCE CONSULTANT shall maintain at all times during the performance of this Agreement a commercial general liability insurance policy with a minimum occurrence coverage in the amount of $1,000,000; an automobile liability insurance policy in the minimum amount of $500,000; and, if any licensed professional performs services under this contract, a professional liability insurance policy in the minimum amount of $1,000,000 to cover any claims arising out of CONSULTANT's performance of services under this Agreement. If requested by CLIENT, all insurance, except professional liability, shall name the CLIENT as additional insureds and shall provide primary coverage with respect to the CLIENT. All insurance policies shall: 1) provide that the insurance carrier shall not cancel, terminate, or otherwise modify the terms and conditions of said policies except upon thirty (30) days written notice to the CLIENT’S representative as shown in Section 22 Notices; 2) be evidenced by the Certificate of Insurance; and 3) be approved as to form and sufficiency by the CLIENT. CONSULTANT shall promptly forward all insurance documents to the CLIENT. 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. Docusign Envelope ID: B3083459-1AA9-4E91-90F4-7E9E21A6C35D Page 3 of 7 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 designees 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 after 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. 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. Docusign Envelope ID: B3083459-1AA9-4E91-90F4-7E9E21A6C35D Page 4 of 7 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. 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. Docusign Envelope ID: B3083459-1AA9-4E91-90F4-7E9E21A6C35D Docusign Envelope ID: B3083459-1AA9-4E91-90F4-7E9E21A6C35D 9/11/2025 Page 6 of 7 ATTACHMENT 1 Scope of Services CONSULTANT shall provide consulting services to CLIENT as follows: 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. Docusign Envelope ID: B3083459-1AA9-4E91-90F4-7E9E21A6C35D Page 7 of 7 ATTACHMENT 2 Payment Terms and Conditions 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: Douglas Hutchison, Fire Chief 300 Seminary Avenue Ukiah, CA 95482-5400 Email: dhutchison@cityofukiah.com Docusign Envelope ID: B3083459-1AA9-4E91-90F4-7E9E21A6C35D