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HomeMy WebLinkAbout*AGMT - DPREP, LLC W DPREP, LLC 10 . 7485 Rush River Drive, Suite 710, Sacramento, CA 95831 PROPOSAL and AGREEMENT FOR PROFESSIONAL SERVICES This Agreement is between the Government of the City of Seal Beach ( "City of Seal Beach ") and John E. Kane, Jr. DBA: DPREP, LLC. ("Contractor') for the services specified below ("Services'). The parties agree as follows: 1. Professional Services to be rendered by Contractor. Contractor shall provide Services to the City of Seal Beach in accordance with the terms, conditions, and specifications set forth herein. A. Specific Services. The Services to be rendered or specific tasks or objectives to be accomplished are: The Contractor remains responsible and accountable for achieving the required results listed in the proposed points below. For purposes of this agreement, the decision as to whether or not the required results were achieved shall rest with the Evaluator. The Evaluator for this project shall be: Sergeant Tim Olson, Police Department, City of Seal Beach. 1. The Contractor shall conduct a site visit at the City of Seal Beach. The purpose of this visit will be: a. to conduct interviews with key emergency management / City of Seal Beach staff, b. to obtain an orientation and familiarization as to the manner in which the City of Seal Beach is organized and conducts its day -to -day business, c. to assess the threats and hazard levels of the City of Seal Beach, d. to assess the City of Seal Beach's emergency response capability and recent training efforts. The result will be a training program specifically tailored to the City of Seal Beach. 2. The Contractor shall review, update and rewrite the City of Seal Beach Emergency Operations Plan, currently dated June 1996. The end result of this re -write would be that the plan is more user - friendly, and that it conforms to the current guidelines and practices of the State of California Standardized Emergency Management System, the Incident Command System and the concepts of Unified Command. 3. The Contractor shall conduct Incident Command System classes for the City of Seal Beach Administration/ Emergency Operations Center Staff. The purpose of these classes will be to familiarize the staff with the newly re- written Emergency Operations Plan and to educate and train the management staff of the City in how to manage a significant emergency event. The result of these classes will be the ability of the management staff to work as a unified team under the Incident Command System in the management of tabletop practical exercises. 4. The number of classes and hours of instruction will be determined after the Site Visit and with the approval of the Evaluator- Sgt. Olson. The current agreement is for one (1) eight (8) hour class to be taught to all applicable employees of the City of Seal Beach. Originals of all training material will be delivered to the Evaluator in sufficient time for the City of Seal Beach to produce them for training. The City of Seal Beach shall retain certain specific rights to these materials, see Section 13. The ultimate result of this training program is to prepare the City of Seal Beach Administration/ Emergency Operations Center Staff to properly utilize the Emergency Operations Plan and to function in a professional manner during an actual critical incident in the City of Seal Beach. B. Licenses /Certifications. Licenses /certifications required are: Not applicable Contractor shall provide a copy of all required licenses /certifications before providing the services, and maintain them in good standing throughout this Agreement. Contractor shall provide notice immediately to the City of Seal Beach of any change in any license /certification. C. Location. Contractor will perform the Site Visit and Training Classes Services at: City of Seal Beach, California. DPREP, LLC. 1 -5 -2005 Page 1 of 5 • 0 2. Term. The term of this agreement shall commence on January 30, 2005, and terminate on September 1, 2005, unless otherwise terminated in accordance with Paragraph 10, Termination. Changes to this Agreement are permissible only through an amendment issued according to Paragraph 9, Amendment. Contractor may not begin performing the Services until this Agreement has been signed by both parties. 3. Payment for Services Provided. A. The City of Seal Beach shall pay Contractor for performance of the Services set forth in this Agreement including all expenses after delivery and acceptance by the City of Seal Beach the sum not to exceed $12,000. B. Contactor will be paid upon completion of all Services unless a schedule of progress payments for work performed is set forth here: 1. Payment in the amount of $3,000 will be made when the contractor has: a. Completed a site visit and interviews of key emergency management City of Seal Beach staff; b. Obtained an orientation and familiarization as to the manner in which the City of Seal Beach is organized and conducts it day -to -day business. c. Assessment of the threat/hazard level of the City of Seal Beach d. Assessment of the City of Seal Beach's emergency response capability and recent training efforts. 2. Payment in the amount of $6,000 will be made when the contractor has: a. Reviewed, updated and rewritten the City of Seal Beach Disaster Preparedness Plan. b. The plan is to be user - friendly and shall conform to the current guidelines and practices of the State of California Standardized Emergency Management System, the Incident Command System and the concepts of Unified Command. 3. Payment in the amount of $3,000 will be made when the contractor has: a. Conducted an eight (8) hour block of instruction on the re- written Emergency Operations Plan, and the Incident Command System (ICS) for the City of Seal Beach Administration /Emergency Operations Center Staff, and Volunteers which will consist of classroom instruction plus tabletop practical exercises. b. The specific hours, topics and curriculum for this course will be approved by the Evaluator. c. Provided a bound copy and electronic copy of the Emergency Operations Plan 4. It is further agreed that should the City of Seal Beach require further services from the contractor not covered by this agreement, that these services shall be performed at the rate of $ 125.00 per hour. C. In order to be paid, Contractor must submit an itemized invoice to the City of Seal Beach person referenced below as the person recommending this Agreement, who shall verify that the Services have been received and recommend payment thereof. Contractor's invoice(s) must specify the Services provided, which must match the description in paragraph 1A; the dates of and work performed during the billing period; and the specific dollar amount. D. City of Seal Beach shall not be liable to Contractor for any expenses paid or incurred by Contractor unless otherwise agreed to in advance in writing. DPREP, LLC. 1 -5 -2005 Page 2 of 5 • • 4. Independent Contractor. City of Seal Beach and Contractor agree that the contractor and the agents and employees of Contractor, in the performance of this Agreement, shall act in an independent capacity and not as agents or employees of the City of Seal Beach. Contractor further agrees that during the term of this Agreement, Contractor will not accept any employment as an employee of this City of Seal Beach or of any of the entities that are directly or indirectly affiliated or associated with the City of Seal Beach including but not limited to auxiliary organizations, student body organizations, or foundations. As an independent contractor, Contractor shall be responsible for any payroll or withholding taxes, and workers' compensation benefits that may be required for itself or its employees. Because Contractor is engaged in Contractor's own independent business, Contractor is not eligible for, and shall not participate in, any employer pension, health, or other fringe benefit plan of the City of Seal Beach. 5. Standard for Performance A. Contractor shall, at all times during this Agreement, provide the Services within the standards of its profession. B. Contractor warrants that the Services provided shall conform to the Contract. C. Contractor shall, at all times during this Agreement, comply with all applicable laws, regulations, rules, and policies. 6. Indemnification. To the fullest extent permitted by law, Contractor shall defend, indemnify, and hold harmless City of Seal Beach, its trustees, officers, agents, employees, and volunteers from and against all claims, damages, losses, and expenses (including but not limited to attorney fees and court costs) arising from the acts, errors, mistakes, omissions, work or service of the Contractor, its agents, employees, or subcontractors in the performance of this Agreement. 7. Insurance. Contractor, at its sole cost and expense, shall insure its activities in connection with this Agreement, and shall maintain during the term of this Agreement the following insurance coverages, limits of coverage, and other insurance requirements. A. Insurance Coverages and Minimum Limits 1. Commercial General Liability insurance with a limit of not less than $1,000,000 per occurrence for bodily injury, property damage, personal injury, products and completed operations, and blanket contractual coverage. 2. Automobile Liability insurance with a combined single limit for bodily injury of not less than $1,000,000, each occurrence and property damage of not less then $500,000 each occurrence with respect to the Contractor's owned, scheduled, non - owned, or hired automobiles. 3. Workers' Compensation insurance, if applicable, as statutorily required by California State law. 4. Professional Liability insurance covering acts, errors, mistakes, and omissions arising out of the work or services performed by Contractor, or any person employed by the Contractor, with a limit of not less than $1,000,000 each claim. This insurance coverage is required only when the City of Seal Beach is contracting for the services of an accountant, attorney, physician, architect or similarly trained professionals. 8. Assignment /Subcontract. Contractor shall not assign any right or delegate any duty under this Agreement to any third party without the prior written approval of the City of Seal Beach. Contractor shall not subcontract any of the Services to be provided under this Agreement without the prior written approval of the City of Seal Beach. If the City of Seal Beach consents to such assignment or subcontract, the terms and conditions of this Agreement shall be binding upon any assignee or subcontractor. • DPREP, LLC. 1 -5 -2005 Page 3 of 5 • • 9. Amendment. The parties may change this Agreement only through a written amendment signed by both parties. 10. Termination A. City of Seal Beach or Contractor may terminate this Agreement for convenience and without cause at any time by giving the other party fifteen (15) days written notice of termination. B. A non - breaching party may terminate this Agreement for the failure of the other party to comply with this Agreement by giving that other party ten (10) days written notice of the failure to comply. C. City of Seal Beach may terminate this Agreement immediately if the Contractor files for bankruptcy or receivership, or takes any actions relating to insolvency, such as assignment for the benefit of creditors. D. Upon termination Contractor shall be paid for Services performed to the satisfaction of the City of Seal Beach under this Agreement up to the date of termination. 11. Nondiscrimination. Contractor shall not discriminate in either the provision of services, or in employment, against any person because of sex, race, disability, national origin, veteran's status, sexual orientation or religion, and agrees to comply with all applicable federal and state laws, rules, regulations, and executive orders relating to nondiscrimination, equal employment opportunity, and affirmative action. 12. Funds Unavailable. City of Seal Beach may cancel this Agreement if funds become unavailable for the support of the program for which the Services are provided 13. Property Rights. The training manual and any training materials will only be used for the exclusive use of the City of Seal Beach and will not be used, duplicated, or given to any personnel not directly employed by the City of Seal Beach. The City of Seal Beach shall, at all times, retain ownership in and the rights to any other documents delivered under this Agreement. 14. Notices. Notices required or permitted under this Agreement shall be personally delivered or mailed by certified mail, return receipt requested, as follows: for the City of Seal Beach, Sgt. Tim Olson, Police Department, City of Seal Beach, 911 Seal Beach Blvd., Seal Beach, CA; for the Contractor, at the address shown on the signature section of this Agreement. 15. Audit. City of Seal Beach shall have the right, at its expense, to inspect the books and records of Contractor to verify its performance and expenses submitted under this Agreement. Inspection shall take place during normal business hours at Contractor's place of business. 16. Records Retention. Contractor shall retain all records related to this Agreement in its possession for five (5) years after the expiration of this Agreement. 17. Applicable Law /Remedies. This Agreement shall be construed in accordance with and governed by the laws of the State of California. The parties shall have all remedies available by law or in equity. 18. Severability. If any term, provision, covenant, or condition of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the rest of the Agreement shall remain in full force and effect and in no way shall be affected, impaired, or invalidated. 19. Non - Waiver. The failure of either party to exercise any of its rights under this Agreement for a breach thereof shall not be deemed to be a waiver of such rights or a waiver of any subsequent breach. 20. No Authority to Bind City of Seal Beach. Contractor has no authority to enter into contracts or agreements on behalf of the City of Seal Beach. This Agreement does not create a partnership between the parties. DPREP, LLC. 1 -5 -20 Page 4 of 5 110 110 21. Liability of City of Seal Beach. City of Seal Beach's obligations under this Agreement shall be limited to the payment of the compensation as provided for in paragraph 3, Payments for Services Provided, of this Agreement. Notwithstanding any other provision of this Agreement, in no event shall City of Seal Beach be liable, regardless of whether any claim is based on contract or tort, for any special, consequential, indirect or incidental damages, including but not limited to, lost profits, arising out of or in connection with this Agreement or the services performed in connection with this Agreement. 22. Compliance with Laws and Regulations. Contractor shall keep informed of all laws and governmental regulations that may affect work. Contractor shall observe and comply with, and shall cause all Contractor's agents, employees, consultants, and subcontractors to observe and comply with all said laws and regulations, including obtaining business permits and licenses that may be required to carry out the work to be performed under this Agreement. 23. Conflict of Interest. Contractor affirms that to the best of its knowledge there exists no actual or potential conflict between its family, business, or financial interests and its services under this Agreement, and in the event of change in either its private interests or service under this Agreement, it will raise with the City of Seal Beach any questions regarding possible conflict of interest which may arise as a result of such change. 24. Terms and Conditions. Contractor acknowledges that it has read the Agreement completely, and shall fully comply with all terms and conditions. 25. Certification. Contractor certifies that it is an independent contractor; provides Services to other customers; maintains insurance; sets its own priorities on time and hours of work; provides its own supplies, and determines the means of delivering Services. 26. Entire Agreement. This Agreement contains the entire agreement and understanding between the parties and super : s all prior written or oral agreements with respect to the subject matter herein. CI • :. • B C - CONT OR l B # Y • (S • = • �- o person authorized to execute Agreement.) (Sign if person authorized to e a Agreement.) e: Name: John E. Kane, Jr. itle: ilg / Title: Managing Director, D -PREP, LLC. Date: L � Address: 7485 Rush River Drive, Suite 710 Sacramento, CA 95831 Phone No.: 916.761.9130 Date: 03 -01 -05 Federal Tax Identification Number: 91- 1844296 Recommended By: Signature: (9}---- Name: Tim Olson Title: Sergeant of Police Phone No.: 562 - 799 -4127 Date: 3 /7/95 DPREP, LLC. 1 -5 -2005 Page 5 of 5