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HomeMy WebLinkAboutGraddon, Brian; 2013-10-10; PEM1079AGREEMENT BETWEEN THE CITY OF CARLSBAD AND BRIAN GRADDON D.B.A. CPRl FOR PUBLIC ACCESS AED PROGRAM MANAGEMENT SERVICES THIS AGREEMENT is made and entered into as of the _ day of 0^4oh^^ 2013, by and between the CITY OF CARLSBAD, a municipal corporation, ("City"), and Brian Graddon d.b.a. CPRl ("Contractor"), a sole proprietorship. RECITALS City requires the professional services of an AED (Automated External Defibrillator) maintenance provider that is experienced in Public Access AED Program Management with existing city owned AED equipment. Contractor has the necessary experience in providing these professional services, has submitted a proposal to City and has affimied 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 Exhibit "A", attached and incorporated by this reference in accordance with the terms and conditions set forth in this Agreement. 2. TERM This Agreement will be effective for a period of one (1) year from the date first above written. 3. COMPENSATION The total fee payable for the Services to be performed shall be billed at a rate of $235 per AED maintained; and shali not exceed seven thousand dollars ($7,000.00) per Agreement year. No other compensation for the Services will be allowed except for items covered by subsequent amendments to this Agreement. City reserves the right to withhold a ten percent (10%) retention until City has accepted the work and/or the Services specified in Exhibit "A." 4. STATUS OF CONTRACTOR Contractor will perform the Services as an independent contractor and in pursuit of Contractor's independent calling, and not as an employee of City. Contractor will be under the control of City only as to the results to be accomplished. 5. INDEMNIFICATION Contractor agrees to indemnify and hold hamiless the City and its officers; officials, employees and volunteers from and against all claims, damages, losses and expenses including reasonable attorney's 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. City Attorney Approved Version 1/30/13 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. 6. INSURANCE Contractor will obtain and maintain policies of commercial general liability insurance, automobile liability insurance, a combined policy of workers' compensation, employers liability insurance, and professional liability insurance from an insurance company authorized to transact the business of insurance in the State of California which has a current rating in the Best's Key Rating guide of at least A-:VII OR with a surplus line insurer on the State of California's List of Eligible Surplus Line Insurers (LESLI) with a rating in the latest Best's Key Rating Guide of at least "A:X", in an amount of not less than one million dollars ($1,000,000) each, unless otherwise authorized and approved by the Risk Manager or the City Manager. Contractor will obtain ocxjurrence coverage, excluding Professional Liability, which will be written as claims- made coverage. The insurance will be in force during the life of this Agreement and will not be canceled without thirty (30) days prior written notice to the City by certified mail. City will be named as an additional insured on General Liability which shall provide primary coverage to the City. Contractor will furnish certificates of insurance to the Contract Department, with endorsements to City prior to City's execution of this Agreement. 7. 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 four categories. 8. COMPUANCE WITH LAWS Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment and will obtain and maintain a City of Carisbad Business License for the term of this Agreement. 9. TERMINATION City or Contractor may terminate this Agreement at any time after a discussion, and written notice to the other party. City will pay Contractor's costs for services delivered up to the time of termination, if the services have been delivered in accordance with the Agreement. 10. CLAIMS AND LAWSUITS By signing this Agreement, Contractor agrees it may be subject to civil penalties for the filing of false claims as set forth in the California False Claims Act, Government Code sections 12650, et seq.. and Carlsbad Municipal Code Sections 3.32.025, et seq. Contractor further acknowledges that debarment by another jurisdiction is grounds for the City of Carlsbad to terminate this Agreement. 11. JURISDICTIONS AND VENUE Contractor agrees and stipulates that the proper venue and jurisdicjtion for resolution of any disputes between the parties arising out of this Agreement is the State Superior Court, San Diego County, California. 12. ASSIGNMENT Contractor may assign neither this Agreement nor any part of it, nor any monies due or to become due under it, without the prior written consent of City. City Attorney Approved Version 1/30/13 13. AMENDMENTS This Agreement may be amended by mutual consent of City and Contractor. Any amendment will be in writing, signed by both parties, with a statement of estimated changes in charges or time schedule. 14. AUTHORITY The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Agreement. Brian Graddon, d.b.a. CPRl By: (print name/title) By: (sign here) (print name/title) CITY OF CARLSBAD, a municipal corporation of the State of California (sign here) Brian Graddon, President/Owner I Mayui Ul DiredtoV^v>SBAo ^'z,^ ATTEST: BARBARA ENGLESON City Clerk 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 Group B. Secretary, Assistant Secretary, CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: City Attorney Approved Version 1/30/13 e EXHIBIT "A" SCOPE OF SERVICES With the help of City of Carlsbad employees, all AED locations with be discovered and documented. • Provide Program Management to the City of Carlsbad for their Public Access Defibrillation (PAD) Program. The City has 26 known AED's and it is anticipated additional AED's will become supported by this contract during the year with the addition of new facilities. Program Management includes the following: • Medical Oversight and Direction o Primary medical oversight will be provided by Judd Glasser, MD • Written Policies and Procedures o Within CPRl's web portal, and viewable to the City of Carlsbad, CPRl has general written policies and procedures for your AED program that fulfill the California requirement for written policies and procedures to be in place, including how to respond in case of an emergency. CPRl has worked with Dr. Glasser to develop these. o Once the City of Carlsbad is enrolled, CPR1 can work with you to develop specific policies for the city, which will be available for quick reference within the city's AED Total Solution web portal. Dr. Glasser will review the City of Carlsbad's AED program, make any necessary recommendations, and sign-off on your program in accordance with California law. o CPRl will provide a quick reference brochure that will be placed in a prominent position in every AED cabinet throughout the city. These give simple, practical, step-by-step instructions on what to do in a Cardiac Arrest situation, designed for use in the moment. o When there is an emergency AED event within the city, CPRl will immediately collect the deployed AED, providing a temporary replacement AED, download the data from the event, and review it with Dr. Glasser. Dr. Glasser will use the data, which includes a complete ECG reading with recorded shock data, to ensure that the AED worked properly, and that responders acted appropriately, offering any suggestions for improvement. • AED Total Solution Web Portal o AED Tracking - Site, Location, Serial Number o Battery/Electrode Tracking o Documented inspection histories o CPR/AED Certification Tracking o Automated email notifications and alerts: o 30 day Battery and/or Electrode Expiration notifications o 30 day Training Certification Expiration notifications o Immediate notification alerts for failed AED inspections o Monthly Inspection email reminders • Replacement of Batteries, Adult/Pedi Electrodes, and cabinet batteries as needed o As part of the total contract price, any replacement pads, batteries, and cabinet batteries will be included free of any additional charge, including expired supplies or supplies used during an emergency, for the life of enrollment in the program. City Attorney Approved Version 1/30/13 Software updates and configurations as needed State/Local AED registration as required Site assessment evaluation Post Event Services (Data Download - ECG; AED Inspection; Supply replenishment - Battery, Electrodes, CPR Kits) o The data will be downloaded from the AED and stored and maintained by CPRl. The data can also be sent to the City of Carlsbad for its own record keeping. CPRl keeps the data within their records in the AED Total Solution Program, and the data itself is safe and protected in Amazon's datacenters. The data is backed up by Amazon in multiple redundant locations, so if something were to happen to CPR1 's primary datacenter (in Northern California) Amazon has created backups of this in its other worldwide datacenters. This is also the case for any other City of Carlsbad data stored in the program, including records of AED maintenance checks, CPR certification records, etc. City Attorney Approved Version 1/30/13 State of California Countyof S(A/VS T>ve6o ) CALIFORNIA ALL-PURPOSE CERTIFICATE OF ACKNOWLEDGMENT On ^f:i>r Z!<?. TuOn before me, KhotUfatxVHK M.fJfLm\:>OvW. ts/J'QiTy FohVt,^ (here insert name and title of the officer) / personally appeared /SRlfhy/ R. (^R4iPPOH who proved to me on the basis of satisfactory evidence to be the person(^ whose name(i) \s/a^ subscribed to the within instrument and acknowledged to me that he/st*^/tb^y executed the same in hitf/h^r/tKeir authorized capacity(i^), and that by his/h^r/tb^ir signatureC^) on the instrument the personCj^, or the entity upon behalf of which the person(^ acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws ofthe State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature KHODABAKHSH MEHRABANI [ COMM. #1961023 i Notary Public - California g San Diego County -t My Comm. Expires Nov. 19^ 2015 [ (Seal) OPTIONAL INFORMATION Although the information in this section is not required by law, it could prevent fraudulent removal and reattachment ofthis acknowledgment to an unauthorized document and may prove useful to persons relying on the attached document. Description of Attached Document The preceding Certificate of Acknowledgment is attached to a document titled/for the purpose of fi^R€Stl&NT l^iTPf THB trry containing ^ pages, and dated . 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