HomeMy WebLinkAboutAnthony Wren dba Lifeline Rescue; 2019-03-04;AGREEMENT FOR CPR AND FIRST AID TRAINING SERVICES
ANTHONY WREN DBA LIFELINE RESCUE
EMENT is made and entered into as of the 4tJ:i day of ---=--.........,~---..,__.,__ ___ , 2019, by and between the CITY OF CARLSBAD, a municipal
corpora on, ("City"), and Anthony Wren OBA Lifeline Rescue, a sole proprietor, ("Contractor").
RECITALS
A. City requires the professional services of a trainer that is experienced in CPR and
First Aid.
B. Contractor has the necessary experience in providing professional services and
training related to CPR and First Aid.
C. Contractor has submitted a proposal to City and has affirmed its willingness and
ability to perform such work.
NOW, THEREFORE, in consideration of these recitals and the mutual covenants
contained herein, City and Contractor agree as follows:
1. SCOPE OF WORK
City retains Contractor to perform, and Contractor agrees to render, those services (the
"Services") that are defined in attached Exhibit "A", which is incorporated by this reference in
accordance with this Agreement's terms and conditions.
2. STANDARD OF PERFORMANCE
While performing the Services, Contractor will exercise the reasonable professional care and skill
customarily exercised by reputable members of Contractor's profession practicing in the
Metropolitan Southern California Area, and will use reasonable diligence and best judgment while
exercising its professional skill and expertise.
3. TERM
The term of this Agreement will be effective for a period of five (5) years from the date first above
written.
4. TIME IS OF THE ESSENCE
Time is of the essence for each and every provision of this Agreement.
5. COMPENSATION
The total fee payable for the Services to be performed during the initial Agreement term will be in
an amount not to exceed thirty five thousand dollars ($35,000) per Agreement year. No other
compensation for the Services will be allowed except for items covered by subsequent
amendments to this Agreement. The City reserves the right to withhold a ten percent ( 10%)
retention until City has accepted the work and/or Services specified in Exhibit "A".
Incremental payments, if applicable, should be made as outlined in attached Exhibit "A".
6. STATUS OF CONTRACTOR
Contractor will perform the Services in Contractor's own way as an independent contractor and
in pursuit of Contractor's independent calling, and not as an employee of City. Contractor will be
under control of City only as to the result to be accomplished, but will consult with City as
necessary. The persons used by Contractor to provide services under this Agreement will not be
considered employees of City for any purposes.
City Attorney Approved Version 6/12/18
The payment made to Contractor pursuant to the Agreement will be the full and complete
compensation to which Contractor is entitled. City will not make any federal or state tax
withholdings on behalf of Contractor or its agents, employees or subcontractors. City will not be
required to pay any workers' compensation insurance or unemployment contributions on behalf
of Contractor or its employees or subcontractors. Contractor agrees to indemnify City within thirty
(30) days for any tax, retirement contribution, social security, overtime payment, unemployment
payment or workers' compensation payment which City may be required to make on behalf of
Contractor or any agent, employee, or subcontractor of Contractor for work done under this
Agreement. At the City's election, City may deduct the indemnification amount from any balance
owing to Contractor.
7. SUBCONTRACTING
Contractor will not subcontract any portion of the Services without prior written approval of City.
If Contractor subcontracts any of the Services, Contractor will be fully responsible to City for the
acts and omissions of Contractor's subcontractor and of the persons either directly or indirectly
employed by the subcontractor, as Contractor is for the acts and omissions of persons directly
employed by Contractor. Nothing contained in this Agreement will create any contractual
relationship between any subcontractor of Contractor and City. Contractor will be responsible for
payment of subcontractors. Contractor will bind every subcontractor and every subcontractor of
a subcontractor by the terms of this Agreement applicable to Contractor's work unless specifically
noted to the contrary in the subcontract and approved in writing by City.
8. OTHER CONTRACTORS
The City reserves the right to employ other Contractors in connection with the Services.
9. INDEMNIFICATION
Contractor agrees to indemnify and hold harmless the City and its officers, officials, employees
and volunteers from and against all claims, damages, losses and expenses including attorneys
fees arising out of the performance of the work described herein caused by any negligence,
recklessness, or willful misconduct of the Contractor, any subcontractor, anyone directly or
indirectly employed by any of them or anyone for whose acts any of them may be liable.
The parties expressly agree that any payment, attorney's fee, costs or expense City incurs or
makes to or on behalf of an injured employee under the City's self-administered workers'
compensation is included as a loss, expense or cost for the purposes of this section, and that this
section will survive the expiration or early termination of this Agreement.
10. INSURANCE
Contractor will obtain and maintain for the duration of the Agreement and any and all
amendments, insurance against claims for injuries to persons or damage to property which may
arise out of or in connection with performance of the services by Contractor or Contractor's
agents, representatives, employees or subcontractors. The insurance will be obtained from an
insurance carrier admitted and authorized to do business in the State of California. The insurance
carrier is required to have a current Best's Key Rating of not less than "A-:VII"; OR with a surplus
line insurer on the State of California's List of Approved Surplus Line Insurers (LASLI) with a rating
in the latest Best's Key Rating Guide of at least "A:X"; OR an alien non-admitted insurer listed by
the National Association of Insurance Commissioners (NAIC) latest quarterly listings report.
10.1 Coverage and Limits.
Contractor will maintain the types of coverage and minimum limits indicated below, unless the
Risk Manager or City Manager approves a lower amount. These minimum amounts of coverage
will not constitute any limitations or cap on Contractor's indemnification obligations under this
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Agreement. City, its officers, agents and employees make no representation that the limits of the
insurance specified to be carried by Contractor pursuant to this Agreement are adequate to
protect Contractor. If Contractor believes that any required insurance coverage is inadequate,
Contractor will obtain such additional insurance coverage, as Contractor deems adequate, at
Contractor's sole expense. The full limits available to the named insured shall also be available
and applicable to the City as an additional insured.
10.1.1 Commercial General Liability (CGL) Insurance. Insurance written on an
"occurrence" basis, including personal & advertising injury, with limits no less than $2,000,000 per
occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply
separately to this project/location or the general aggregate limit shall be twice the required
occurrence limit.
10.1.2 Automobile Liability. (if the use of an automobile is involved for Contractor's work
for City). $2,000,000 combined single-limit per accident for bodily injury and property damage.
10.1.3 Workers' Compensation and Employer's Liability. Workers' Compensation limits as
required by the California Labor Code. Workers' Compensation will not be required if Contractor
has no employees and provides, to City's satisfaction, a declaration stating this.
10.1.4 Professional Liability. Errors and omissions liability appropriate to Contractor's
profession with limits of not less than $1,000,000 per claim. Coverage must be maintained for a
period of five years following the date of completion of the work.
10.2 Additional Provisions. Contractor will ensure that the policies of insurance required under
this Agreement contain, or are endorsed to contain, the following provisions:
10.2.1 The City will be named as an additional insured on Commercial General Liability
which shall provide primary coverage to the City.
10.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which
will be written as claims-made coverage.
10.2.3 This insurance will be in force during the life of the Agreement and any extensions
of it and will not be canceled without thirty (30) days prior written notice to City sent by certified
mail pursuant to the Notice provisions of this Agreement.
10.3 Providing Certificates of Insurance and Endorsements. Prior to City's execution of this
Agreement, Contractor will furnish certificates of insurance and endorsements to City.
10.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance
coverages, then City will have the option to declare Contractor in breach, or may purchase
replacement insurance or pay the premiums that are due on existing policies in order to maintain
the required coverages. Contractor is responsible for any payments made by City to obtain or
maintain insurance and City may collect these payments from Contractor or deduct the amount
paid from any sums due Contractor under this Agreement.
10.5 Submission of Insurance Policies. City reserves the right to require, at any time, complete
and certified copies of any or all required insurance policies and endorsements.
11. BUSINESS LICENSE
Contractor will obtain and maintain a City of Carlsbad Business License for the term of the
Agreement, as may be amended from time-to-time.
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12. ACCOUNTING RECORDS
Contractor will maintain complete and accurate records with respect to costs incurred under this
Agreement. All records will be clearly identifiable. Contractor will allow a representative of City
during normal business hours to examine, audit, and make transcripts or copies of records and
any other documents created pursuant to this Agreement. Contractor will 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 under this Agreement.
13. OWNERSHIP OF DOCUMENTS
All work product produced by Contractor or its agents, employees, and subcontractors pursuant
to this Agreement is the property of City. In the event this Agreement is terminated, all work
product produced by Contractor or its agents, employees and subcontractors pursuant to this
Agreement will be delivered at once to City. Contractor will have the right to make one (1) copy
of the work product for Contractor's records.
14. COPYRIGHTS
Contractor agrees that all copyrights that arise from the services will be vested in City and
Contractor relinquishes all claims to the copyrights in favor of City.
15. NOTICES
The name of the persons who are authorized to give written notice or to receive written notice on
behalf of City and on behalf of Contractor under this Agreement.
For City
Name Julie Clark
Title Human Resources Director
Department Human Resource
City of Carlsbad
Address 1635 Faraday Avenue
Carlsbad, CA 92008
Phone No. 760-602-2440
For Contractor
Name Anthony Wren
Title Owner/Instructor
Address 1530 Glencrest Drive
San Marcos, CA 92078
Phone No. 760-688-6082
Email lifelinerescue@hotmail.com
Each party will notify the other immediately of any changes of address that would require any
notice or delivery to be directed to another address.
16. CONFLICT OF INTEREST
Contractor shall file a Conflict of Interest Statement with the City Clerk in accordance with the
requirements of the City of Carlsbad Conflict of Interest Code. The Contractor shall report
investments or interests in all categories.
YesD No ■
17. GENERAL COMPLIANCE WITH LAWS
Contractor will keep fully informed of federal, state and local laws and ordinances and regulations
which in any manner affect those employed by Contractor, or in any way affect the performance
of the Services by Contractor. Contractor will at all times observe and comply with these laws,
ordinances, and regulations and will be responsible for the compliance of Contractor's services
with all applicable laws, ordinances and regulations.
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Contractor will be aware of the requirements of the Immigration Reform and Control Act of 1986
and will comply with those requirements, including, but not limited to, verifying the eligibility for
employment of all agents, employees, subcontractors and consultants whose services are
required by this Agreement.
18. DISCRIMINATION AND HARASSMENT PROHIBITED
Contractor will comply with all applicable local, state and federal laws and regulations prohibiting
discrimination and harassment.
19. DISPUTE RESOLUTION
If a dispute should arise regarding the performance of the Services the following procedure will
be used to resolve any questions of fact or interpretation not otherwise settled by agreement
between the parties. Representatives of Contractor or City will reduce such questions, and their
respective views, to writing. A copy of such documented dispute will be forwarded to both parties
involved along with recommended methods of resolution, which would be of benefit to both
parties. The representative receiving the letter will reply to the letter along with a recommended
method of resolution within ten (10) business days. If the resolution thus obtained is unsatisfactory
to the aggrieved party, a letter outlining the disputes will be forwarded to the City Manager. The
City Manager will consider the facts and solutions recommended by each party and may then opt
to direct a solution to the problem. In such cases, the action of the City Manager will be binding
upon the parties involved, although nothing in this procedure will prohibit the parties from seeking
remedies available to them at law.
20. TERMINATION
In the event of the Contractor's failure to prosecute, deliver, or perform the Services, City may
terminate this Agreement for nonperformance by notifying Contractor by certified mail of the
termination. If City decides to abandon or indefinitely postpone the work or services contemplated
by this Agreement, City may terminate this Agreement upon written notice to Contractor. Upon
notification of termination, Contractor has five (5) business days to deliver any documents owned
by City and all work in progress to City address contained in this Agreement. City will make a
determination of fact based upon the work product delivered to City and of the percentage of work
that Contractor has performed which is usable and of worth to City in having the Agreement
completed. Based upon that finding City will determine the final payment of the Agreement.
Either party upon tendering thirty (30) days written notice to the other party may terminate this
Agreement. In this event and upon request of City, Contractor will assemble the work product and
put it in order for proper filing and closing and deliver it to City. Contractor will be paid for work
performed to the termination date; however, the total will not exceed the lump sum fee payable
under this Agreement. City will make the final determination as to the portions of tasks completed
and the compensation to be made.
21. COVENANTS AGAINST CONTINGENT FEES
Contractor warrants that Contractor has not employed or retained any company or person, other
than a bona fide employee working for Contractor, to solicit or secure this Agreement, and that
Contractor has not paid or agreed to pay any company or person, other than a bona fide
employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration
contingent upon, or resulting from, the award or making of this Agreement. For breach or violation
of this warranty, City will have the right to annul this Agreement without liability, or, in its discretion,
to deduct from the Agreement price or consideration, or otherwise recover, the full amount of the
fee, commission, percentage, brokerage fees, gift, or contingent fee.
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22. CLAIMS AND LAWSUITS
By signing this Agreement, Contractor agrees that any Agreement claim submitted to City must
be asserted as part of the Agreement process as set forth in this Agreement and not in anticipation
of litigation or in conjunction with litigation. Contractor acknowledges that if a false claim is
submitted to City, it may be considered fraud and Contractor may be subject to criminal
prosecution. Contractor acknowledges that California Government Code sections 12650 et seq.,
the False Claims Act applies to this Agreement and, provides for civil penalties where a person
knowingly submits a false claim to a public entity. These provisions include false claims made
with deliberate ignorance of the false information or in reckless disregard of the truth or falsity of
information. If City seeks to recover penalties pursuant to the False Claims Act, it is entitled to
recover its litigation costs, including attorney's fees. Contractor acknowledges that the filing of a
false claim may subject Contractor to an administrative debarment proceeding as the result of
which Contractor may be prevented to act as a Contractor on any public work or improvement for
a period of up to five (5) years. Contractor acknowledges debarment by another jurisdiction is
grounds for City to terminate this Agreement.
23. JURISDICTION AND VENUE
Any action at law or in equity brought by either of the parties for the purpose of enforcing a right
or rights provided for by this Agreement will be tried in a court of competent jurisdiction in the
County of San Diego, State of California, and the parties waive all provisions of law providing for
a change of venue in these proceedings to any other county.
24. SUCCESSORS AND ASSIGNS
It is mutually understood and agreed that this Agreement will be binding upon City and Contractor
and their respective successors. Neither this Agreement nor any part of it nor any monies due or
to become due under it may be assigned by Contractor without the prior consent of City, which
shall not be unreasonably withheld.
25. ENTIRE AGREEMENT
This Agreement, together with any other written document referred to or contemplated by it, along
with the purchase order for this Agreement and its provisions, embody the entire Agreement and
understanding between the parties relating to the subject matter of it. In case of conflict, the terms
of the Agreement supersede the purchase order. Neither this Agreement nor any of its provisions
may be amended, modified, waived or discharged except in a writing signed by both parties.
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28. AUTHORITY
The individuals executing this Agreement and the instruments referenced in it on behalf of
Contractor each represent and W811'8nt that they have the legal power, right and actual authority
to bind Contrador to the tenns and conditions of this Agnaement.
CONTRACTOR
. n re)
CITY OF CARLSBAD, a municipal
corporation of the State of California
AN nn,y W&LJ ow-lu,,~:J(J4vrr>fL
(print name/title)
By:
(sign here)
(print name/title)
ATTEST:
'
(Jl(ll,Aa-lLIL~
LBARBARAENGLESON
CJ''CityClerk
If required by City, proper notarial acknowledgment of execution by contractor must be attached.
If a corporation. Agreement must be signed by one corporate officer from each of the following
two groups.
Group A
Chairman,
President, or
Vice-President
Groupe
Secreta,y,
Assistant Secretary'
CFO or Assistant Treasurer
Otherwise, the corporation J1lY§1 attach a resolution certified by the seaatary or assistant
secretary under corporate seal empowering the officer(s) signing to bind the corporation.
APPROVED AS TO FORM:
CELIA A. BREWER, c~ Attorney
BY: 1/~l-,
Assistant City Attorney
City Allomey Approved Version 8112/18
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EXHIBIT "A"
SCOPE OF SERVICES
CPR/AED AND FIRST AID FOR THE WORKPLACE AND COMMUNITY RESCUERS
CPR and First Aid guidelines from Lifeline Rescue reflect the 2018 American Heart Association
CPR and ECC guidelines and the International First Aid Science Advisory Board, and meets or
exceeds the requirements by Federal OSHA for the designated workplace responder.
Each 4 hour class covers the following topics:
• Chain of survival
• CPR overview
• C.A.B. sequence
• Recovery position
• CPR barriers
• Adult/child/infant CPR
• Using an AED
• AED safety
• Responding to emergencies
• Legal issues
• Blood borne pathogen awareness
• Heart attack
• Stroke
• Adult/child/infant choking
• Bleeding/shock/trauma
• Burns
• Seizures
• Allergic reactions
• Diabetic emergencies
• Heat/cold emergencies
• Poisoning
• First aid kit/ safety checklist
Course delivery:
• Instructor lecture and skills demonstration
• Skills review and practice
• 2 year laminated certification card same day of class.
Pricing:
• $50 per student
City Attorney Approved Version 6/12/18
8
CNA
HEALTHCARE PROVIDERS SERVICE
ORGANIZATION PURCHASING GROUP
UCtrtificatt of 3Jn!iuranct
OCCURRENCE POLICY FORM Print Date: 12/31/18
PRODUCER BRANCH PREFIX POLICY NUMBER .,_P=o=lic .... y,_P._e=r""io=d=: ____________ _
018098 970
Named Insured
Anthony J Wren
1530 Glencrest Dr
San Marcos, CA 92078-1023
Medical Specialty
Paramedic
Excludes Cosmetic Procedures
HPG 0427760832-8
Code
80723
From 12/16/18 to 12/16/19 at 12:01 AM Standard Time
Program Administered by:
Healthcare Providers Service Organization
1100 Virginia Drive, Suite 250
Fort Washington, PA 19034-3278
1-800-982-9491
www.hpso.com/renew
Insurance is provided by:
(Medical Specialty is amended to Include Consulting Services)
American Casualty Company of Reading, Pennsylvania
333 South Wabash Avenue Chicago, Illinois 60604
Pcote11looal LiabHHy $1,000,000 each claim $3,000,000 aggregate
Your professional liability Hmlts shown above Include the following:
• Good Samaritan Liability • Malplacement Liability • Personal Injury Liability
• Sexual Misconduct included in the PL Limit shown above subject to $25,000 aggregate sublimit
Coverage Extensions
License Protection $ 25,000 per proceeding $ 25,000
Defendant Expense Benefit $ 1,000 per day limit $ 25,000
Deposition Representation $ 10,000 per deposition $ 10,000
Assault $ 25,000 per incident $ 25,000
Includes Workplace Vlolence Counseling
Medical Payments $ 25,000 per person $ 100,000
First Aid $ 10,000 per incident $ 10,000
Damage to Property of Others $ 10,000 per incident $ 10,000
Information Privacy (HIPAA) Fines & Penalties $ 25,000 per incident $ 25,000
Workplace Liability
Workplace Liability Included in Professional Liability Limit shown above
Fire and Water Legal Liability
Personal Liability
Included in the PL limit above subject to $150,000 aggregate sublimit
$1,000,000 aggregate
Total: $251.00
Premium reflects self-employed, full-time rate with 60% new graduate discount.
aggregate
aggregate
aggregate
aggregate
aggregate
aggregate
aggregate
aggregate
Polley Forms & Endorsements (Please see attached list for a general description of many common policy forms and endorsements.)
G-121500-D G-121501-C1 G-121503-C CNA82011 G-145184-A G-147292-A CNA81753 CNA81758 GSL13424 GSL15563
GSL15564 GSL15565 GSL17101 CNA80052 CNA80051 G-123846-D04 CNA79575 G-123828-8 (5) GSL-5587 G-121486-8
Secretary
Keep this Certificate of Insurance in a safe place. This Certificate of Insurance and proof of payment are your proof of coverage.
There is no coverage in force unless the premium is paid in full. In order to activate your coverage, please remit premium in full by
the effective date of this Certificate of Insurance.
Form #: G-141241-8 (3/2010) Master Policy: 188711433
HPS0-250-R-EMT-Hl 20181231-<105
POLICY FORMS & ENDORSEMENTS
The following are the policy forms and endorsements that apply to your current professional liability insurance policy.
COMMON POLICY FORMS & ENDORSEMENTS
FORM#
G-121500-D
G-121501-C1
G-121503-C
CNA82011
G-145184-A
G-147292-A
CNA81753
CNA81758
GSL13424
GSL15563
GSL15564
GSL15565
GSL17101
CNA80052
CNA80051
G-123846-004
CNA79575
G-123828-B (5)
G-121486-B
DESCRIPTION
Common Policy Conditions
Occurrence Polley Form -California
Workplace Liability Form
Healthcare Providers Related Claims Endorsement
Policyholder Notice -OFAC Compliance Notice
Policyholder Notice -Silica Mold & Asbestos Disclosure
Cap on Losses from Certified Acts of Terrorism
Offer of Terrorism Coverage -Disclosure of Premium
Services to Animals
Information Privacy Coverage Endorsement HIPAA Fines Penalties & Notification Costs
Sexual Misconduct Subllmits of Liability Professional Liability & Sexual Misconduct Exclusion
HeaHhcare Providers Professional Liability Assault Coverage
Exclusion of Specified Activities Reuse of Parenteral Devices and Supplies
Distribution or Recording of Material or Information in Violation of Law Exclusion Endorsement
Amended Definition of Personal Injury Endorsement
California Cancellation and Non-Renewal
Exclusion of Cosmetic Procedures
Additional Insured Non -Healthcare Entity
OPTIONAL ENDORSEMENTS
.EOBM..l
GSL-5587
DESCBIPDON
Consulting Services Liability Endorsement
Self-employed individuals may be eligible for General Liability coverage subject to underwriting approval. Should an individual practitioner's status
change from self-employed to employed, general liability coverage will be deleted and replaced with workplace liability. Please contact Healthcare
Providers Service Organization for details.
Form#: G-141241-B Master Policy#: 188711433
H10412
Named Insured: Anthony J Wren Policy #: 0427760832-8