AGR-7002 - CITIES OF NEWPORT BEACH AND ORANGE - FOURTH OF JULY POLICE STAFFINGi R-7oo.
PROFESSIONAL SERVICES AGREEMENT
WITH CITY OF ORANGE FOR
4TH OF JULY 2020 POLICE STAFFING
THIS PROFESSIONAL SERVICES AGREEMENT ("Agreement") is made and
entered into as of this 1st day of.July, 2020 (``Effective Date"), by and between the CITY
OF NEWPORT BEACH, a California municipal corporation and charter city ("City"), and
CITY OF ORANGE, a California municipal corporation {"Consultant"), whose address is
300 E: Chapman Ave: Orange, CA, 92866 and is made with reference to the following:
RECITALS
A. City is a municipal corporation duly organized and validly existing under the laws
of the State of California virith the power to carry on its business as it is now being
conducted under the sfatutes of the State of California and the Cha ter of City.
B. City desires to engage Consultant to provide 4ih of July 2020 Police Staffing
Project").
C. Consultant possesses the skill, experience, ability, background, ce tification and
knowledge to provide the professional services described in this Agreement.
D. City has solicited and received a proposal from Consultant, has reviewed the
previous experience and evaluated the expertise of Consultant, and desires to
retain Consultant fo rendec professional seivices under the terms and concfitions
set forth in this Agreement.
NOW,THEREFORE, it is mutually ag eecl by and between the undersigned parties
as f.o.11ows:
1. TERM
The te m of this Agreement shall commence on the Effective Date, and shall
terminate on June 30, 2021, unless terminated earlier as set forth herein.
2.. SERVICES TO BE PERFORMED
Gonsultant shall diligently pe.rforrn all the services described in the Scope of
Services attached hereto as Exhibit A and incorporated herein by reference ("Services"
or "Work"). City may elect to delete certain Services within the Scope of Services at its
sole.discretion.
3. TIME OF PERFORMANCE
3.1 Time is of the essence in the performance of Seniices under this Agreement
and .Consultant shall perForm fhe Services in accordance with the schedule included in
Exfiibit A: In the abserice of a specific schedule, the Services shall be performed to
completion in a diligent and timely manner. The failure by Consultant to strictly adhere to
i
the schedule set forth in Exhibit A, if any, or perform the Services in a diligent and timely
manner may result in termination of this Agreement by City.
3.2 Notuvithstanding the foregoing, Consultant shall not be responsible for
delays due to causes beyond Consultant's reasonable control. Hawever, in the case of
any such deiay in the Services to be provided for the Project, each party hereby agrees
to provide notice within two (2) calendar days of the occurrence causing the delay to the
ottier party so that all de{ays can be addressed.
3.3 Consultant shall submit all requests for extensions of time for performance
in writing to the Project Administrator as defined herein not later than ten (10) calendar
days after the start of the condition that purportedly causes a delay. The Project
Administrator shall review all such requests and may grant reasonable time extensions
for unforeseeable delays that are beyond Consultant's control.
3.4 For all time periods not specificafly set forth herein, Consultant shall
respond in the most expedient and appropriate manner under the circumstances, by
hand-delivery or mail.
4. COMPENSATION TO CONSULTANT
4.1 City shall pay Consultant for the Services on a time and expense not-to-
exceed basis in accordance with the provisions of this Section and the Schedule of Billing
Rates attached hereto as Exhibif B and incorporated herein by reference. Consultant's
compensation for all Work performed in accordance with this Agreement, including all
reimbursable items and subconsultant fees, shall not exceed Six Thousand Dollars and
00/100 ($6,000.00}, without prior written authorization from City. No billing rate changes
shall be made during the term of this Agreement without fhe prior written approval of City.
4:2 Consultant shall submit invoices to City describing the Work performed the
preceding month. Consultant's bills shall include the name of the person who perFormed
the Work, a brief.description of the Services perFormed and/or the specific task in the
Scope of Services to which it elates, the date the Services were performed, the number
of hours spent on al1 Work billed on an hourly basis, and a description of any reimbursable
expenditures. City .shall pay Consultant no later than thirty (30) calendar days after
approval of the invoice by City staff.
4.3 City shall reimburse Consultant only for those costs or expenses specifically
identified in Exhibit B to this Agreement or specifically approved in writing in advance by
City.
4.4 Consultant shall not receive any compensation for Extra Work perFormed
without the prior written authorization of City. As used herein, "Extra Work" means any
Work that is,determined by City to be necessary for the proper completion of the Project,
but which is not ineluded within the Scope of Services and which the parties did not
reasonably anticipate would be necessary at the execution of this Agreement.
Compensation for any authorized Extra Work shall be paid in accordance with the
Schedule of Billing Rates as set forth in Exhibit B.
City of Orange Page 2
5. PROJECT MANAGER
5.1 Consultant shall designate a Project Manager, who shall coordinate all
phases of the Project. This Project Manager shall be available to City'at all reasonable
times during the Agreemenf term. Consultant has designafed Tom Kisela, Chief of Police,
to be its Project Manager. Consultant:shall not remove or reassign the Project Manager
or any personnel listed in Exhibit'A or assign any new or ceplacement personnel to the
Project without the prior written consent of City. City's approval shall not be unreasonably
withheld with respect to the removal or assignment of non-key personnef.
52 Consultant; at the sole discretion of City, shall remove from the Project any
of ifs personnel assigned to the performance of Services upon written request of City.
Consultant warr,ants that it will continuously furnish the, necessary personnel to complete
the Froject on a.timely basis as contemplated by this Agreement.
5:3 IfConsultant is performing inspection services for City, the Project Manager
and any other assigned staff shall be equipped with a cellular phone to communicate with
City staff. The Pcoject Manager's cellular phone number shall be provided to City.
6. ADMINISTRATION
This Agreement will be administered 6y the City of Newport Beach Police
Depaitment. City's Deputy Director, Police Sen ices or designee shall be the Project
Administrator and shalf have the authority to act for City under this Agreement. The
Project,Administrator shall r present City in all matters pertaining to the Services to be
rendered purs,uant to this.Agreement.
7. CITY'S RESPONSIBILITIES
To assisf Consultant in the execution of its responsibilities under this Agreement,
City agrees to provide access to and upon request of Consultant, one copy of all existing
relevant infomiation on f e at City: City wiil provide all such materials in a timely manner
so as not to cause delays in Consultant's Work schedule.
8. STANDARD OF CARE
8.1 All of the Services.shall be perFormed by Consultant or under Consultant's
suPervision, Consultant represents that it possesses the professional and technical
personnel required to perform the Services required by this.Agreement, and that it will
perform all Services in a manner commensurate with community professional standards
and with the o dinary degree.of skill and care that would be used by other reasonably
competent pract'itioners of the same discipline uhder similar circumstances. AII Services
shall be perFormed by gualified and expecienced personnel who are not employed by City.
By delivery of completed, Work, Consultant certifies that the Work conforms to the
requirements of this Ag eement, alf applicable federal; state and local laws, and legally
recognized p ofessional standards.
City of Orange Page 3
8.2 Co sultant represents and warrants to City that it has, shall obtain, and shall
keep in full force and effect during the term hereof, at its sole cost and expense, all
licenses, permits, qualifications, insurance and approvals of whatsoever nature that is
fegally required of Consultant to practice its profession.
8.3 Gonsultant shall not be responsible for delay, nor shall Consultant be
responsible f.or damages or be in default or deemed to be in default by reason of strikes,
lockouts, accidents, acts of God,.or the failure of City to fumish timely information or to
approve or disapprove Consultant's Work promptly, or delay or faulty performance by
City, contractors, or governmental agencies.
9. HOLD HARMLESS
9.1 To the fu(lest extent permitted by law, Consultant shall indemnify, defend
and hold harmless Cify, its City Council, boards and commissions, officers, agents,
volunteers, employees and any person or entity owning or otherwise in legal control of
ttie property upon which Consultant performs the Project and/or Services contemplated
by this Agreement (collectively, the "Indemnified Parties") from and against any and all
claims (including, without limitation, claims for bodily injury, death or damage to property},
demands, obligations, damages, actions, causes of action, suits, losses, judgments,
fines, penalties, liabilities, costs and expenses (including, without limitation, attorneys'
fees, disbursements and court costs) of every kind and nature whatsoever (individually,
a Claim; collectively, '`Claims"), which may arise from or in any manner relate (directly or
indirectly) to any breach of the terms and conditions of this Agreement, any Work
performed or Services provided under this Agreement including, without limitation,
defects in workmanship or materials ar Cansultant's presence or activities conducted on
the Project (including the negligent, reckless, and/or willful acts, errors and/or omissions
of Consultant, its principals, officers, agents, employees, vendors, suppliers, consultants,
subcontractors, anyone employed directly ar indirectly by any of them or for whose acts
they may be liable, or any or all of them}.
9.2 Notwithstanding the foregoing, nothing herein shall be construed to require
Consultant to indemnify the Indemnified Parties from any Claim arising from the
negligence orwillful misconduct of the Indemnified Parties. Nothing in this indemnity shall
be construed as authorizing any award of attorneys° fees in any action on or to enforce
the terms of this Agreement. This indemnity shalf apply to all claims and liability
regardless of whether any insurance policies are applicable. The policy limits do not act
as a limitation upon the amount of indemnification to be provided by Consultant.
10. INDEPENDENT CONTRACTOR
It is understood that City retains Consultant on an independent contractor basis
and Consultant is not an agent or employee of City. The manner and means of
conducting the Work are under the control of Consultant, except to the extent they are
lim'ited by statute, rule or regulafion and the expressed terms of this Agreement. No civil
service status or other right of employment shall accrue to Consultant or its employees.
Nothing in this Agreement shall be deemed to constitute approval for Consultant or any
Gity of Orange Page 4
of Consultant's employees or agents, to be the agents or employees of City. Consuitant
shall have the responsibility for and control over the means of performing the Work,
provided that Consultant.is in compliance with the terms of this Agreement. Anything in
this.Agreement that may appear to give City the right to direct Consultant as ta the details
of the PerFormance of the Work or to exercise a measure of control over Consultant shall
mean only that Consultant shall follow the desires of City with respect to the results of the
Services.
11. COOPERATfON
Consultant agrees to work closely and cooperate fully with City's designated
Project Administrator and any other agencies that may have jurisdiction or interest in the
Work to be perfarmed. City agrees to cooperate with the Consultant on the Project.
12. CITY POLICY
Consultant shall discuss and review all matters relating to policy and Project
direction witfi City's Project Administrator in advance of all critical decision points in order
to ensure the Praject proceeds in a manner consistent with City goals and policies.
13. PROGRESS
Consultant is responsible for keeping the Project Administrator informed on a
regular basis regarding the status and progress of the Project, activities performed and
planned, and any meetings that have been scheduled or are desired.
14. INSURANCE
Without limiting Consultant's indemnification of City, and prior to commencement
of Woric, Consultant shall obtain, provide and maintain at its own expense during the term
of this Agreement or for other periods as specified in this Agreement, policies of insurance
of the type, amounts, terms and conditions described in the Insurance Requirements
attached hereto as Exhibit C, and incorporated herein by reference.
15. PROHIBITION AGAIfdST ASSIGIdMENTS AND TRANSFERS
Except as specifically authorized under this Agreement, the Services to be
provided under this Agreement shall not be assigned, transferred contracted or
subcontracted out without the prior written approval of City. Any of the following shall be
construed as an assignment: The sale, assignment, transfer or other disposition of any
of the issued and outstanding capital stock of Consultant, or of the interest of any general
partner ar joint venturer or syndicate member or cotenant if Consultant is a partnership or
joint-venture or syndicate ar co-tenancy, which shall result in changing the control of
Consultant. Control means fifty percent,(50%) or more of the voting power or twenty-five
percent (25%) or more of the assets of the corporation, partnership or joint-venture.
City of Orange Page 5
16. WNERSHIP OF DOCUMENTS
16.1 Each and every report; draft, map, record, plan, document and othec writing
produced,_ including but not limited; to, websites; blogs, social media accounts and
applications(hereinafter"Documents"); prepared or caused to be prepared by Consultant,
its office s; employees, agents and subcantractors, in the.course of implementing this
Agreement; shall become the joint,property of both City and Consultant, and both parties
shalL have fhe right to use such materials in its discretion without further compensation to
each other or any other party. Additionally, all. material posted in cyberspace by
Consultant, its officers, employees, agents and sub.contractors, in the course of
implementing this Agreement;sh'all become the joinf property of both City and Consultant,
and both parties sFiall have the right to.use such materials in its discretion without further
compensation to the other party or.any other party. Consultant shall, at Consultant's
expense, provide such Documents, including all logins and passwocd information to City
upon prior written request.
16.2 Documents, including.drawings and specifications, prepared by Consultant
pursuant to this Agreement are not" intended or represented to be suitable for reuse_by
City or others on any other project. Any use of completed Documents for other projects
and any use of incomplete Documents without specific written authorization from
Consultant will be at City's sole risk and without liabilify to Consultant.. Further, any and
all liability arising owt of changes made to Consultant's deliverables under this Agreement
by Cifiy orpersons other than Consultant is waived against Consuftant, and City assumes
full responsibility for such changes unless City has given Consultant prior notice and has
received from Consultant written consent for such changes.
16..3 All written documents shall be transmitted to City in formats_compafible with
Microsoft Office and/or viewable with Adobe Acrobat.
1T:. CONFIDENTIALITY
All. Documents, including drafts, preliminary drawings or plans, notes and
communications that result#rom the Services in this Agreemenf, shall be kept confidential
unless required to be discfosed bjr applicable law.
18. INTELLECTUAL PROPERTY INDEMNITI(
Consultanf shall defentl ancl ihdemnify City, its agents, .officers, representatives
and employees against any and -all liability, including costs, for infringement or alleged
infringement of any United.States' letters patent, trademark, or.copyright, including costs,
contained in Consultant's Documents provided under this Ag.reement:
19. RECORDS
Cbnsultant shall keep records and invoices in connection with the Services to be
performed under this Agreement. Consultant shall maintain complete and accurate
records with respect to the costs incurred under this Agreement and any Services,
expenditures and disbursemen'ts charged to City, for a,minimum period of three (3j years,
City of Qrange Page 6
or for any longer period .required by law, from the date of final payment to Consultant
under this- Agreement. All such records and invoices shall be clearly identifiable.
Consultant shall allow a representative.of City to examine, audit and make transcripts or
copies of such records and invoices during regular business hours. Consultant shall allow
inspection of all Work, data, Documents, proceedings and activities related to the
Agreement for a period of three (3) years from the date of final payment to Consultant
under this Agreement.
20. WITHHOLQINGS
Cify may withfiold payment to Gonsultant of any disputed sums until satisfaction of
the dispute with respect #o such payment. Such withholding shall not be deemed to
constitute a failure to pay aecording#o the.terms of this Agreement. Consultant shall not
discontinue Work as a result of such withholding. Consultant shall Fiave an immediate
righ# to appeal to the City Manager or designee with cespect to such disputed sums.
Consultant shall be entitled to receive interest on any withheld sums at the rate of return
that City earned on its investments during the time period,,fr.om the date of withholding of
any,amounfs"found fo have been 'improperly withheld.
21. ERRORS AND OMISSIONS
In the event of errors o omissions that are due to the negligence.or professional.
inexperience of Consultant which result in expense to.City greater than what would have
resulted if there were not errors or omissions in the Work accomplished by Consultant,
ttie :additional design, construction and/or restoration expense shall be borne by
Consultanf. Nothing in this Secfion is intended to limit City's rights under the law or any
other sections of this Agreement..
22. CITY'S RIGHT TO EMPLOY OTHER CONSULTANT3
City reserves fhe right to employ other Consultants in connection with the Project.
23: CONFLIC.TS'OF INTEREST
23.1 Consultant or its employees may be .subject to the provisions of the
California Political Reform Act of 1974 (the "Act") and/or Government Code §§ 1090 et
seq•, wh_ich (1) require such, persons to disclose any financial interest that may
foreseeably,be mater.ially affected by the Work pertormed under this Agreement, and (2)
prohibit such persons from making, or participating in making; decisions that will
foreseeably fnancially affect such'interest.
23,2 If subject to fhe Act and/o Government Code §§ 1090 et seQ., Consultant
shall conform to all requirements therein. Failure to do so constitutes a material breach
and is gr.ounds for immediate termination of this Agreement by City. Consuftant shall
indemnify and hold harmless City for any and all claims for damages resulting from
Consultant's violation of this Section..
City of Orange Page 7
24. NOTICES
24.1 All notices, demands, r.equests or approvals, including any change in
mailing address, to be given, under the terms of this Agreement shall be.given in writing,
and; conclusively sl all be deecimed served when deliveretl personally, or on the third
business d"ay after the deposit thereof in the United States mail, pos#age prepaid, first-
class mail,:addcessed'as Fiereinafter provided.,
24.2. All notices, demands, ceguests or approvals.from Consultant to .City shall
be.addressed to City at:
Attn: Chief of Police
City of Newport,Beach Police Department
870 Santa Barbara Dr;
PO Box 1768
Newport Beach, 'CA 92660.
24,3 All notices, demands, requests or approvals from City .to Consultant shall
be addressed to Consulfant at:
Attn: Tom Kisela, Police Chief
City of Urange
300 E. Chapman Ave.
Or.ange, CA 92866
25. CLAIMS
Unless a shocter time is specified elsewhere'in this Agreement, before making .its
naf request for payme.nt underthis:Agreement,:Consultant shall submit to City,.in writing,
all claims :for compensation under .or arising out of this Agreement. Consultant's
acceptance of the final payment sh:all constitute a waiver of all claims for compensation
under or arising out of this Agreement except those prerriously made in writing and
identifietl by Consultant in wrifing:as unsettled at the tirne of its final request for payment.
Consultant and,Gity expressly agree that in addition to'any clairims fifing cequirements.set.
forth in the Agreement, Consultant'shall be required to fle any claim Gonsultant may have
against City, in: strict confarmance with the Govemment Glaims Act (Government Code
sections 9Q0 et seq:):
26: TERMINATION
26:1 In the event that either paity fails or refuses to perform.any of the:provisions
of this Agre.ement`at'the time'and in,the manner required, that party shall be deemed in
default in the.perFormance ofthis Agreement. If such default:`is not cured within a period
oftwo ;(2) calendar days, or;if more than two {2) calendar days are reasonably required
to cure the. default and the defaufting party fails to give. adequate assurance af due
perfocmanee witfiin tirvo (2) calendar days afte reeeipt ofi written notice of default,
specifying the nature,of such.default and the steps necessa:.ry fo cure such default, and
City of Orange Page 8
thereafter diligently take steps to cure the default, the non-defauiting party may terminate
the Agreement forthwith by giving to the defaulting party written notice thereof.
262 Notwithstanding the above provisions, City shall have the right, at its sole
and absolute discretion and without cause, of terrpinating this Agreement at any time 6y
giving no less than seven (7) calendar days' prior written notice to Consultant. In the
event of termination under this. Section, City shall pay Consultant for Services
satisfacfor.ily performed and cosfs incurred up to the effective date of termination for which
Consultant has not been previously paid. On_the effective date of termination, Consultant
shall deliver to City: all repqrts, Documents and other information developed .or
accumulated in the perfbrmance of this Agreement, whether in draft or final form.
27: STANDARD PROVISION$
27.1 Recitals: Cityand Consultant acknowledge thatthe above Recitals are true
and correct and,are hereby incorporated by reference into this Agreement.
27.2 Comqliance with all Laws. Consulfant shall, at its.own cost.and expense,
comply with all statutes, ordinances, regulations and requirements of all governmental
entities, including federal, state, county.or municipal, whether now in force or hereinafter
enacted. In additian, all Work prepared by Consultant shall conform to applicable City,
county, sfate and federal laws, rules,.regulations antl permit requirements and be.subject
to approval of the Project Administrafor and City.
27.3 VVaiver. A waiver by either party of any breach, of any ferm, covenant.or
condition contained herein shall not be:deemed to be a waiVer of any"subs.equent breach
of#he same. or.any other term, covenant or condition contained herein, whether of the
same or a different charaeter.
27:4 I'nteqrated Contract. This Agreement represents the full and complete
understaniiing of every kind oc nature whatsoe e between the parties hereto, and all
preliminary negotiations ancl agreements of whatso verkind or nature are merged herein.
No verbal agreement ar implied'covenant shall be held to vary the provisions herein_
27.5 Conflicts or Inconsistencies. In the event there are any conflicts ar
inconsistencies between this Agreement and the Scope of Services or any other
attachments:attached hereto, the terms of this Agreement shall govern.
27.6 Interpretation. The terms of this Agreement shai( 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 the Agreement or any other rule of
construction which might otherwise apply.
27,:7 Amendmenfs. This Agreement may be modified or amended only by a
written document executed by both Consultant and City and approved as to form by the
City.Attom`ey.
Cify of Orange Page 9
27.8 Severabilitv: If any term.or portion of this Agreement is held to be invalid,
illegal,_ or otheruvise° unenforceable by a court of competent jurisdictian, the remaining
provis'ions of`'this Agreement shall continue'in fiull force and effect,
27.9 .Controlling Law and Venue. The laws of fihe State of C:alifornia shall govern
this Agreement and all matters relating: to it and any action brought relating to this
Agreement. shall be adjudicated in a court of competenf jurisdiction in the C'ounty of
Orange, State of'California.
27.10 EQual Opportunitv Employment. Consultant represents that it is an equal
opportunity emp.loyer'and it shall nof discriminate against any subcontractor, employee
or applicant for employment because race, religious creed, calor, national origin,
ancestry, Physical :handicaP, medieal condition,.marital status, sex, sexual orientation,
a:ge o any'other irnpermissible basis under law.
27.19 .No Attorneys' Fees. In the event of any dispu#e arlegal aetion arising under
this Agreement,,the prevailing party shall not be entitled to attomeys' fees.
27.`12 Counterparts This Agreement may be executed in fitio (2) flr more-
counterparts, each of which shall be::deemed an original and all of which together shall
constitute one (1) and the same`insfrumenf.
SIGNATURES ON NEXT PAGE]
City..of,Orange Page 10
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
on the dates written below.
4° IAPPROVEDASTOFORM; CITY OF NEWPORT BEACH,
CITY ATTORNEY'S OFFICE a California municipal corporation
Date:_ b/ol/ao Date:
By: F By:
a on C. Harp o Jon T. Lewis
Attorney o' Chief of Police
ATTEST: CONSULTANT: CITY OF ORANGE, a
Date: California municipal corporation
Date:
BY: BY:
Leilani I. Brown R omme de by:
City Clerk Tom Kisela
Police C ief
Date: -- Z' '
By:
Approved by:
Rick Otto
City Manager
APPROVED AS TO FORM
END OF SIGNATURES]
t
Attachments: Exhibit A— Scope of Services
MAR E. BINNIN
Exhibit B— Schedule of Billing Rates Senior Assistant City Atto ey
Exhibit C— Insurance Requirements
City of Orange Page 11
EXHIBITA
SCOPE OF SERVICES
City of Orange Page A-1
EXHIBIT "A"
Consultant shall provide the City supplemental law enforcement services for the July 4th
holiday by assigning,police officers to assist the City during the event subject to the
direction of the City in the provision of these services. Consultant agrees that, at all
times, and.for all purposes relevant to this Agreement, Consultant shafl remain the sole
and exclusive employer of the officers assigned pursuant to this Agreement.
The officers assigned by Consultant pursuant to this Agreement to assist City will be
physically present at the e ent during the designated times. As determined necessary
by the City's Chief of Police or his designee, the officers may be directed to handle
Emergencies. An "Emergency" is a serious event that could reasonably result in serious
danger to the public if a police officer does not arrive immediately, or an event that could
cequire an officer to employ life-saving efforts, and where the officer assigned by
Consultant is the closest available officer to respond to fhe Emergency. City agrees and
promises that the officers shall not be asked or required to perform any services or acts
other than governmenta{ law enforcement functions, crime prevention or police
protection.
City has the sole authority to determine where and how Consultant's officers will be
deployed during the event. The officers identified herein, the work schedules, and work
hours, shall represent the minimum availability required under this Agreement. City
makes no representation as to how long each offtcer will work during the event, nor that
any particular.officer will be the same during each scheduled service time or duty.
PERSONNELROSTER
RANK NAME ASSIGNMENT HOURS
Police:Officer Matt Moss Foot Beat 09:30 —22:30
Police Officer Dan James Foot Beat 09:30 —22:30
Police Officer Cornelius Ungureanu Foot Beat 09:30—22:30
EXHIBIT B
SCHEDULE F BILLING RATES
City of Orange Page B-1
i . - - .
EXHIBIT "B"
Consultant will submit'an invoice ta City within 30 days of the end of the event. As with
all of Consultant's other police.officers, the setvice time of the assigned officers shall
begin:when the officer begins:hislhec shift and leaves the Consultant's.Poliee
Departmen#antl ends when the officer concfudes'his7her stiift by returning to the
Consultant's Police. Departmenf:Consultant agrees that, at.a!I times; and for all
purposes.relevant to this Agreement, Consultant shal! remain the sole and exclusive
employer of the officers. City shall not grant; give., allow, pay, reimburse, compensate,
or otherwise provide an.y-wage,fringe benefits, gifts;equipment, personal property,
supplies, entitlement; consideration (monetary or otherwise), or any other thing of value,
either directly or indi ectty, to the officers..Any and all money due or paid arising out of
or elated to this Agreement shall`be paid by City dicectly and only ta Consu{tant to
reimburse C'onsultant for costs pursuant to-this Agreement and shall not be deemed
consideration paid by City to.#he officers. Consultant shaU remai solely and exclusively
responsible for the direet payment of any and all compensation, benefits, or other
consideration to the officers.
SCHEDULE OF BILLING RATES
STAFFING:
Police.Officer 120.00 per hour
TOTAL NOT TO EXCEED: $6,000.00
EXHIBIT C
INSURANCE REQUIREMENTS — PROFESSIONAL SERVICES
1. Provision of Insurance. Without limiting Consultant's indemnification of City, and
prior to commencement of VVo k,, Consultant shall obtain, provide and maintain at
its own expense during the term of this Agreement, policies of insurance of the
type and amounts described below and in a form satisfactory to City. Consultant
agrees to provide insucance in accordance with requirements set forth here. If
Consultant uses existing coverage to comply and that coverage does not meet
these requirements, Consultant agrees to amend, suppfement or endorse the
existing coverage.
2. Acceptable Insurers. All insurance policies shall be issued by an insurance
company currently authorized by the Insurance Commissioner to transact
business of insurance in the State of California, with an assigned policyholders'
Rafing of A- (or higher) and Financial Size Category Class VII (or larger) in
accordance with the latest edition of Best's Key Rating Guide, unless otherwise
approved by the City's Ri'sk Manager.
3. Coverage ReQuirements.
A. Workers' Compensation Insurance. Consultant shall maintain Workers'
Compensation Insurance, statutory limits, and Employer's Liability
Insurance with limits of at least one million dollars ($1,0 0,000) each
accident for bodily injury by accident and each employee for bodily injury by
disease in accordance with the laws of the State of California, Section 3700
of the Labor Code.
Consultant shall submit to City; along with the certifccate of insurance, a
Waiver of Subrogation endorsement in favor af City, its City Councif, boards
and commissions, officers, agernts,, volunteers, employees and any person
or entify owning or. otherwise in legal control of the property upon which
Consultant performs the Project and/or Services contemplated by this
Ag reement.
B. General Liability Insurance. Consultant shall maintain commercial general
liability insurance, and if necessary umbrella liability insurance, with
coverage at least as broad as provided by Insurance Services Offce form
CG 00 01, in an amount not, less than one million dollars ($1,000,000) per
occurrence, two million dollars ($2,000,000) general aggregate. The policy
shall cover liability. arising from premises, operations, personal and
advertising injury, and liability assumed under an insured contract(including
the tort liability of another assumed in a business contract).
C. Automobile Liabilitv Insurance. Consultant shall maintain automobile
insurance at least as broad as Insurance Services Office form CA 00 01
covering bodily injury and property damage for all activities of Consultant
arising out of or in connection with Work to be performed under this
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Agreement, inciuding coverage for any owned, hired, non-owned or rented
vehicles, in an amount. not less than one million dollars ($1,000,000)
combined si,ngle lim,it each accident.,
4. Ofher Insurance Requirements. The policies are to contain, or be endorsed to
contain, the following provisions:
A. Waiver of Subroqation. All insurance cove age maintained or procured
pursuant to this Agreeme,nt shall be endorsed to waive subrogation against
City, its City Council, boards and commissions, officers; agents, volunteers,
employees and any person or entity owning or otherwise in legal control of
the properfy upon which. Consultant perForms the Project and/or Services
contemplated by this Agreement or shall specifically allo.w Consultant or
othe s providing insurance eviclence in compliance with these requirements
to waive:their right:of recovery prior to a loss. Consultant hereby waives its
own right.of recovery against City,.and sha11 require similar written express
waivers from each of its subconsultants.
B, Addifional Insured Status. All liability policies including general liability,
excess'liability„pollution liabiliiy, and automobile liability, if required, but not
including professional liability, shall provide or be endorsed to provide that
City,:its:C:ify Council, boards`and commissions,.officers, agents, volunteers,
employees and any person or enfity owning or otherwise in legal contcol of
the property upon which Consultant performs the Project and/or Services
contemplated by ttiis Agreement shall be included as insureds under such
policies.
C. PrirnaN and,Non Contributorv. All liability coverage shall apply on-a primary
b_asis and:shall not equire contribution from any insurance or self-insurance
maintained by City..
D'.. Notice .of Cancellation. All policies shall provide City with thirty (30)
calendar days':notice of cancellation (except for nonpayment for which ten
10) calendar days' notice is required) or nonrenewal of coverage for each
required_coverage.
5: Additional Aa eements Befween the Parties. The parties hereby.agree to the
followin,g:
A. Evidence of Insurance. Consultant shall provide certificates of insurance to
City as.evidence of the insuranc.e coverage required herein, along with a
waiver of subrogation endorsement for workers' compensation and other
endorsements as specified herein for each coverage: Insurance certificates
and endorsement must be approved by City's Risk Manager prior to
commencement of perFormance. Current certification of insurance shall be
kepf on file with _Gity at all times during the.term of this Agreement. The
certificates and endorsements for each insurance policy shall be signed by
a person au'thorized by that insurer to bind coverage on its behalf. At least
ffteen .('15) days prior to fhe expiration of any such policy, evidence of
City of Orange Page G2
insurance :showing that such insurance coverage has been renewed or
extended shall be filed with the City. if such coverage is cancelleci or
reduced,,Consultant shall, wifhin ten (10) days afte.r receipt of written notice
of such cancellation or reduction of coverage, le with the Gity evidence of
insurance showing.that the required insurance has been reinstated or has
been provided through another insurance company or companies. City
r.eserves the: right to require comp lete, certified capies of all required
insurance policies; at any fime.
B. 'City's Riqht to Revise Requirements. Cify rese ves the right at any time
d:uring the term of the Agreement to change the amounts and types of
insurance.required by giving Consultant sixty (60) calendar daqs' advance
written notice of such change. If such change results in substantial
additional.. cost to Consultant, Gity and Consultant may renegotiate
Gonsulfant's compensation.
C. Enforcement of Aqreement Pro isions. Consultant acknowledges and
agrees tliat any actual or alleged failure on the part of Cify to inform
Consultant of non-compliance with any requirement imposes no additional
obligations on City nor does it waive any righfs hereunder.
D. Ret uiretnents not LimitinQ. Requirements of specific coverage features or
limits contained in this Section are not intended as a limitation on coverage,
limits or ofher cequirements, or a waiver of any coverage normally provided
6y any insuranee. Specific refe ence to a given coverage feature is for
purp:oses of clarificafion only as it pertains to a given issue and is not
infended by any party or insured to be all inclusive, or to the exclusion of
ofher coverage, or a waiver of any fype. If the Consultant maintains higher
limits than the minimums shown above, the City requires and shall be
entitled to coverage foc higher limits maintained by the- Consultant. Any
available insurance.proceeds in excess of the specified minimum limits of
insurance and coverage shal[ be availabfe to the. City..
E. Self-insured Retentions. Any self-insured retentions must be declared to
and approved by City: City reserves the right to require that self-insured
retentions be eliminated, lowered, or replaced by a deductible. Self-
insurance will not be considered to comply with these requirements unless
approved by City.
F. Citv Remedies for Non-Compliance. If Consulfant or any subconsultanf fails
to provide and mainfain insurance as required herein, then City shall have
the right but notthe obligation,to purchase such inSurance, to terminate this
Agreement, or to suspend ConsultanYs right to proceed until proper
evidence"ofi insurance is.provided. Any amounts paitl by City shall, at City's
sole option, be deducted from amounts payable to Consultant.or reimbursed
by Consultanf upon demand.
G. Timely Notice of Claims. Consultant shalf give City prompt and timely notice
of claims made or suits instituted that arise out of or result#rom Consultant's
City of`Orange Page C-3
performance under this Agreement, and that involve or may involve
coverage under any of the required liability policies. City assumes no
obligation or liability by such notice, but has the right (but not the duty) to
monitor the handling of any such claim or claims if they are likely to invo)ve
C ity.
Fi. Consultant's Insurance. Consultant shall also procure and maintain, at its
own cost and_expense, any additional kinds of insurance, which in its own
judgment may be necessary for its proper protection and prosecution of the
Work.
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