HomeMy WebLinkAboutCalifornia Forensic Phlebotomy, Inc. - 2007-10-121 0 4
CONTRACTS SUBMITTAL TO'v' --'
CITY CLERK'S OFFICE 2NI OCT 15 PH 2. 515
T
To: JOAN FLYNN, City Clerk
Name of Contractor: California Forensic Phlebotomy, Inc.
Purpose of Contract: For Example: Audit Services or Water Quality Testing Huntington Lake — Huntington Central Park
Phlebotomy call out services
Amount of Contract: $75,660.00
Copy of contract distributed to: The original insurance certificate/waiver distributed
Initiating Dept. F-1 to Risk Management F-1
Finance Dept. F1 ORIGINAL bonds sent to Treasurer D
Date:
Narhei-txte6sion
City Attorney's Office
G:AttyMisc/Contract Forms/City Clerk Transmittal
CITY OF HUNTINGTON BEACH
Professional Service Contracts
Purchasing Certification
1. Date: 10/2/2007
2. Department: Police
3. Requested by: Mindy James
4. Name of consultant: California Forenic Phlebotomy, Inc
5. Attach the written statement of the specification, conditions, and other requirements for the requested
services provided to solicited consultants.
See Exhibit A
6. Amount of the contract: $75,660.00
7. Are sufficient funds available to fund this contract?' ❑ Yes ❑ No
8. Is this contract generally described on the list of professional service contracts approved by the City
Council?' ® Yes ❑ No
9. Company number and object code where funds are budgeted: 10070601.69300
10. Is this contract less than $50,000? ❑ Yes ® No
11. Does this contract fall within $50,000 and $100,000? ❑ Yes ❑ No
12. Is this contract over $100,000? ❑ Yes ® No
(Note: Contracts requiring City Council Approval need to be signed by the Mayor and City Clerk. Make
sure the appropriate signature page is attached to contract.)
13. Were formal written proposals requested from at least three available qualified consultants?
❑ Yes ❑ No
14. Attach list of consultants from whom proposals were requested (including a contact telephone number).
N/A. This contract meets the inter -agency requirement.
15. Attach proposed scope of work.
See Exhibit A
16. Attach proposed payment schedule.
See Exhibit B
Department Head Signature RI AMA IL �°
P chasing a d Central Services Manager
1. If the answer to this question is "No," the contract will require approval from the City Council.
PROFESSIONAL SERVICES CONTRACT BETWEEN
THE CITY OF HUNTINGTON BEACH AND
California Forensic Phlebotomy Incorporated
FOR
Phlebotomy Call -Out Services
Table of Contents
1
Scope of Services.....................................................................................................1
2
City Staff Assistance................................................................................................2
3
Term; Time of Performance.....................................................................................2
4
Compensation..........................................................................................................2
5
Extra Work...............................................................................................................2
6
Method of Payment..................................................................................................3
7
Disposition of Plans, Estimates and Other Documents
...........................................3
8
Hold Harmless........................................................................................................3
9
Professional Liability Insurance.............................................................................4
10
Certificate of Insurance............................................................................................5
11
Independent Contractor............................................................................................6
12
Termination of Agreement.......................................................................................6
13
Assignment and Delegation......................................................................................6
14
Copyrights/Patents..............................................................................:....................7
15
City Employees and Officials..................................................................................7
16
Notices.........................................................................................7
17
Consent....................................................................................................................8
18
Modification.............................................................................................................8
19
Section Headings.....................................................................................................8
20
Interpretation of this Agreement..............................................................................8
21
Duplicate Original....................................................................................................9
22
Immigration...............................................................................................................9
23
Legal Services Subcontracting Prohibited................................................................9
24
Attorney's Fees..........................................................................................................10
25
Survival.....................................................................................................................10
26
Governing Law.........................................................................................................10
27
Entirety......................................................................................................................10
PROFESSIONAL SERVICES CONTRACT BETWEEN
THE CITY OF HUNTINGTON BEACH AND
California Forensic Phlebotomy Incorporated
FOR
Phlebotomv Call —Out Services
THIS AGREEMENT ("Agreement") is made and entered into this 12 day of
6 20037, by and between the City of Huntington Beach, a municipal
corporation of the State of California, hereinafter referred to as "CITY, and
California Forensic Phlebotomy, Inc. a California Corporation
hereinafter referred to as "CONSULTANT."
WHEREAS, CITY desires to engage the services of a consultant to
provide 24 hour call out phebotomy services ;and
Pursuant to documentation on file in the office of the City Clerk, the provisions of
the Huntington Beach Municipal Code, Chapter 3.03, relating to procurement of
professional service contracts have been complied with; and
CONSULTANT has been selected to perform these services,
NOW, THEREFORE, it is agreed by CITY and CONSULTANT as follows:
1. SCOPE OF SERVICES
CONSULTANT shall provide all services as described in Exhibit "A,"
which is attached hereto and incorporated into this Agreement by this reference. These
services shall sometimes hereinafter be referred to as the "PROJECT."
CONSULTANT hereby designates
Russell A. Liedholm who shall
represent it and be its sole contact and agent in all consultations with CITY during the
performance of this Agreement.
agree/forms/profservl 0/15101 -A
2. CITY STAFF ASSISTANCE
CITY shall assign a staff coordinator to work directly with CONSULTANT
in the performance of this Agreement.
3. TERM; TIME OF PERFORMANCE
Time is of the essence of this Agreement. The services of CONSULTANT
are to commence as soon as practicable after the execution of this Agreement by CITY (the
Three years from
"Commencement Date"). This Agreement shall expire on commencement date , unless
sooner terminated as provided herein. All tasks specified in Exhibit "A" shall be
completed no later than three years
from the Commencement Date of this
Agreement. These times may be extended with the written permission of CITY. The time
for performance of the tasks identified in Exhibit "A" are generally to be shown in
Exhibit "A." This schedule may be amended to benefit the PROJECT if mutually agreed
to in writing by CITY and CONSULTANT.
4. COMPENSATION
In consideration of the performance of the services described herein, CITY
agrees to pay CONSULTANT on a time and materials basis at the rates specified in
Exhibit "B," which is attached hereto and incorporated by reference into this Agreement,
a
fee,
including all
costs
and expenses, not
seventy
five thousand six
hundred
sixtyDollars ($ 75,660
5. EXTRA WORK
to exceed
In the event CITY requires additional services not included in Exhibit "A"
or changes in the scope of services described in Exhibit "A," CONSULTANT will
undertake such work only after receiving written authorization from CITY. Additional
agree/forms/profserv10/15/01-A 2
compensation for such extra work shall be allowed only if the prior written approval of
CITY is obtained.
6. METHOD OF PAYMENT
CONSULTANT shall be paid pursuant to the terms of Exhibit "B."
7. DISPOSITION OF PLANS, ESTIMATES AND OTHER DOCUMENTS
CONSULTANT agrees that title to all materials prepared hereunder,
including, without limitation, all original drawings, designs, reports, both field and office
notices, calculations, computer code, language, data or programs, maps, memoranda,
letters and other documents, shall belong to CITY, and CONSULTANT shall turn these
materials over to CITY upon expiration or termination of this Agreement or upon
PROJECT completion, whichever shall occur first. These materials may be used by CITY
as it sees fit.
8. HOLD HARMLESS
CONSULTANT hereby agrees to protect, defend, indemnify and hold
harmless CITY, its officers, elected or appointed officials, employees, agents and
volunteers from and against any and all claims, damages, losses, expenses, judgments,
demands and defense costs (including, without limitation, costs and fees of litigation of
every nature or liability of any kind or nature) arising out of or in connection with
CONSULTANT's (or CONSULTANT's subcontractors, if any) negligent performance of
this Agreement or its failure to comply with any of its obligations contained in this
Agreement by CONSULTANT, its officers, agents or employees except such loss or
damage which was caused by the sole negligence or willful misconduct of CITY.
CONSULTANT will conduct all defense at its sole cost and expense and CITY shall
agree/forms/profsery 10/15101-A 3
approve selection of CONSULTANT's counsel. This indemnity shall apply to all claims
and liability regardless of whether any insurance policies are applicable. The policy limits
do not act as limitation upon the amount of indemnification to be provided by
CONSULTANT.
9. PROFESSIONAL LIABILITY INSURANCE
CONSULTANT shall obtain and furnish to CITY a professional liability
insurance policy covering the work performed by it hereunder. This policy shall provide
coverage for CONSULTANT's professional liability in an amount not less than One
Million Dollars ($1,000,000.00) per occurrence and in the aggregate. The above -
mentioned insurance shall not contain a self -insured retention, "deductible" or any other
similar form of limitation on the required coverage except with the express written consent
of CITY. A claims -made policy shall be acceptable if the policy further provides that:
A. The policy retroactive date coincides with or precedes the initiation
of the scope of work (including subsequent policies purchased as
renewals or replacements).
B. CONSULTANT shall notify CITY of circumstances or incidents
that might give rise to future claims.
CONSULTANT will make every effort to maintain similar insurance during
the required extended period of coverage following PROJECT completion. If insurance is
terminated for any reason, CONSULTANT agrees to purchase an extended reporting
provision of at least two (2) years to report claims arising from work performed in
connection with this Agreement.
agree/forms/profsery 10/15101-A 4
10. CERTIFICATE OF INSURANCE
Prior to commencing performance of the work hereunder, CONSULTANT
shall furnish to CITY a certificate of insurance subject to approval of the City Attorney
evidencing the foregoing insurance coverage as required by this Agreement; the certificate
shall:
A. provide the name and policy number of each carrier and policy;
B. shall state that the policy is currently in force; and
C. shall promise that such policy shall not be suspended, voided or
canceled by either party, reduced in coverage or in limits except
after thirty (30) days' prior written notice; however, ten (10) days'
prior written notice in the event of cancellation for nonpayment of
premium.
CONSULTANT shall maintain the foregoing insurance coverage in force
until the work under this Agreement is fully completed and accepted by CITY.
The requirement for carrying the foregoing insurance coverage shall not
derogate from CONSULTANT's defense, hold harmless and indemnification obligations as
set forth in this Agreement. CITY or its representative shall at all times have the right to
demand the original or a copy of the policy of insurance. CONSULTANT shall pay, in a
prompt and timely manner, the premiums on the insurance hereinabove required.
11. INDEPENDENT CONTRACTOR
CONSULTANT is, and shall be, acting at all times in the performance of
this Agreement as an independent contractor herein and not as an employee of CITY.
CONSULTANT shall secure at its own cost and expense, and be responsible for any and
agree/forms/profsery 10/15101-A 5
all payment of all taxes, social security, state disability insurance compensation,
unemployment compensation and other payroll deductions for CONSULTANT and its
officers, agents and employees and all business licenses, if any, in connection with the
PROJECT and/or the services to be performed hereunder.
12. TERMINATION OF AGREEMENT
All work required hereunder shall be performed in a good and workmanlike
manner. CITY may terminate CONSULTANT's services hereunder at any time with or
without cause, and whether or not the PROJECT is fully complete. Any termination of this
Agreement by CITY shall be made in writing, notice of which shall be delivered to
CONSULTANT as provided herein. In the event of termination, all finished and
unfinished documents, exhibits, report, and evidence shall, at the option of CITY, become
its property and shall be promptly delivered to it by CONSULTANT.
13. ASSIGNMENT AND DELEGATION
This Agreement is a personal service contract and the work hereunder shall
not be assigned, delegated or subcontracted by CONSULTANT to any other person or
entity without the prior express written consent of CITY. If an assignment, delegation or
subcontract is approved, all approved assignees, delegates and subconsultants must satisfy
the insurance requirements as set forth in Sections 9 and 10 hereinabove.
14. COPYRIGHTS/PATENTS
CITY shall own all rights to any patent or copyright on any work, item or
material produced as a result of this Agreement.
agree/forms/profservl0/15101-A 6
15. CITY EMPLOYEES AND OFFICIALS
CONSULTANT shall employ no CITY official nor any regular CITY
employee in the work performed pursuant to this Agreement. No officer or employee of
CITY shall have any financial interest in this Agreement in violation of the applicable
provisions of the California Government Code.
16. NOTICES
Any notices, certificates, or other communications hereunder shall be given
either by personal delivery to CONSULTANT's agent (as designated in Section 1
hereinabove) or to CITY as the situation shall warrant, or by enclosing the same in a sealed
envelope, postage prepaid, and depositing the same in the United States Postal Service, to
the addresses specified below. CITY and CONSULTANT may designate different
addresses to which subsequent notices, certificates or other communications will be sent by
notifying the other party via personal delivery, a reputable overnight carrier or U. S.
certified mail -return receipt requested:
TO CITY:
City of Huntington Beach
ATTN: Mindy James
2000 Main Street
Huntington Beach, CA 92648
17. CONSENT
TO CONSULTANT:
California Forensic Phlebotomy Incorp.
26012 Marguerite Parkway, Suite H-235
Mission Viejo, CA 92692
When CITY's consent/approval is required under this Agreement, its
consent/approval for one transaction or event shall not be deemed to be a consent/approval
to any subsequent occurrence of the same or any other transaction or event.
agree/forms/profservl 0/15/01 -A 7
18. MODIFICATION
No waiver or modification of any language in this Agreement shall be valid
unless in writing and duly executed by both parties.
19. SECTION HEADINGS
The titles, captions, section, paragraph and subject headings, and descriptive
phrases at the beginning of the various sections in this Agreement are merely descriptive
and are included solely for convenience of reference only and are not representative of
matters included or excluded from such provisions, and do not interpret, define, limit or
describe, or construe the intent of the parties or affect the construction or interpretation of
any provision of this Agreement.
20. INTERPRETATION OF THIS AGREEMENT
The language of all parts of this Agreement shall in all cases be construed
as a whole, according to its fair meaning, and not strictly for or against any of the parties.
If any provision of this Agreement is held by an arbitrator or court of competent
jurisdiction to be unenforceable, void, illegal or invalid, such holding shall not invalidate
or affect the remaining covenants and provisions of this Agreement. No covenant or
provision shall be deemed dependent upon any other unless so expressly provided here.
As used in this Agreement, the masculine or neuter gender and singular or plural number
shall be deemed to include the other whenever the context so indicates or requires.
Nothing contained herein shall be construed so as to require the commission of any act
contrary to law, and wherever there is any conflict between any provision contained herein
and any present or future statute, law, ordinance or regulation contrary to which the parties
have no right to contract, then the latter shall prevail, and the provision of this Agreement
agree/forms/profserv10/15/01-A 8
which is hereby affected shall be curtailed and limited only to the extent necessary to bring
it within the requirements of the law.
21. DUPLICATE ORIGINAL
The original of this Agreement and one or more copies hereto have been
prepared and signed in counterparts as duplicate originals, each of which so executed shall,
irrespective of the date of its execution and delivery, be deemed an original. Each
duplicate original shall be deemed an original instrument as against any party who has
signed it.
22. IMMIGRATION
CONSULTANT shall be responsible for full compliance with the
immigration and naturalization laws of the United States and shall, in particular, comply
with the provisions of the United States Code regarding employment verification.
23. LEGAL SERVICES SUBCONTRACTING PROHIBITED
CONSULTANT and CITY agree that CITY is not liable for payment of any
subcontractor work involving legal services, and that such legal services are expressly
outside the scope of services contemplated hereunder. CONSULTANT understands that
pursuant to Huntington Beach City Charter Section 309, the City Attorney is the exclusive
legal counsel for CITY; and CITY shall not be liable for payment of any legal services
expenses incurred by CONSULTANT.
24. ATTORNEY'S FEES
In the event suit is brought by either party to construe, interpret and/or
enforce the terms and/or provisions of this Agreement or to secure the performance hereof,
agree/forms/profsery10/ 15101-A 9
each party shall bear its own attorney's fees, such that the prevailing party shall not be
entitled to recover its attorney's fees from the non -prevailing party.
25. SURVIVAL
Terms and conditions of this Agreement, which by their sense and context
survive the expiration or termination of this Agreement, shall so survive.
26. GOVERNING LAW
This Agreement shall be governed and construed in accordance with the
laws of the State of California.
27. ENTIRETY
The parties acknowledge and agree that they are entering into this
Agreement freely and voluntarily following extensive arm's length negotiation, and that
each has had the opportunity to consult with legal counsel prior to executing this
Agreement. The parties also acknowledge and agree that no representations, inducements,
promises, agreements or warranties, oral or otherwise, have been made by that party or
anyone acting on that party's behalf, which are not embodied in this Agreement, and that
that party has not executed this Agreement in reliance on any representation, inducement,
promise, agreement, warranty, fact or circumstance not expressly set forth in this
Agreement. This Agreement, and the attached exhibits, contain the entire agreement
between the parties respecting the subject matter of this Agreement, and supercede all prior
understandings and agreements whether oral or in writing between the parties respecting
the subject matter hereof.
agree/forms/profsery 10/15101 -A 10
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by and through their authorized offices the day, month and year first above
written.
CONSULTANT,
CITY OF HUNTINGTON BEACH,
California Forensic Phlebotomy Incora municipal corporation of the State of California
B . �
�wYWl
print name
ITS: (circle one) Chairm resi t/Vice President
D
By:
prmtname
ITS: (circle o e S aiy/Chief Financial Officer/Asst.
Secretary — Treasurer
agree/forms/profserv10/15/01-A I I
.S�r of p (i c e
lai Q/ (Pursuant To HBMC §3.03.100)
APPROVED AS TO FORM:
PCity Attorney
-- I'A�2(�(�
VED:
ty Administrator
(only fo contracts $50, 000.00 and over)
MINUTES OF THE ANNUAL MEETING OF
THE BOARD OF DIRECTORS OF
CALIFORNIA FORENSIC PHLEBOTOMY, INC.
The annual meeting of the Board of Directors of this corporation was held at the principal
office of the corporation. Russell A. Liedhohn served as Chairman of the meeting and also acted
as Secretary thereof.
After discussion, upon motion duly made, the following Officers of the corporation were
elected to serve until their successors are elected and have qualified:
RUSSELL A. LIEDHOLM PRESIDENT/SECRETARY/TREASURER
RESOLVED FURTHER, that all proceedings of the Board of Directors since the last annual
meeting and all acts taken by the Board of Directors or by the Officers of this corporation since
July 15, 2003 are hereby ratified and approved in all respects.
There being no further business to come before the meeting, on motion duly made, the
meeting adjourned.
July 15, 2005
r
RUSSELL A. LIEDHOLM
EXHIBIT "A"
A. STATEMENT OF WORK: (Narrative of work to be performed)
In an effort to obtain the proper evidence from detainees that are being held for drug or
alcohol related issues, the City of Huntington Beach -Police Department obtains blood
samples. In order to provide this service in-house the Police Department has certified
detention nurses on duty during most shifts. However during the shifts that a nurse is not
available the Police Department contracts to a certified private agency that provides on -
site blood draws. The purpose of contracting to an outside agency is to provide 24-hour,
7-day a week phlebotomy service for the purpose of gathering appropriate evidence.
B. CONSULTANT'S DUTIES AND RESPONSIBILITIES
The consultant will provide trained and appropriately licensed personnel to obtain
blood samples from detainees.
2. The consultant will respond to requests from the Police Department to obtain a blood
sample 24 hours a day, 7 days a week.
3. The consultant will respond to the Police Station or a hospital as determined by the
Police Department to obtain the blood sample from a detainee.
4. The consultant will secure and transport the blood sample to the Orange County
Sheriff's Department, Forensic Crime Lab within 24 hours of obtaining the sample.
5. The consultant will make sure that when they are in possession of any samples, the
samples will be secured and maintained properly.
6. The consultant will provide court testimony as needed pertaining to obtaining,
securing and transporting blood samples from detainees at no additional cost to the
City.
7. The consultant will provide a monthly billing of services and a report of each blood
draw provided.
8.' The consultant will not charge for any request for blood draw calls that are cancelled
within 15 minutes of the original request.
9. The consultant will be allowed to charge the full fee for any request for blood draw
calls that are cancelled after 15 minutes of the original call.
10. The consultant will maintain all appropriate licenses as necessary.
11. The consultant will provide workers compensation insurance of not less as set forth
by City contract provisions.
jmp/contracts group/exA/9/26/07
EXHIBIT "A"
C. CITY'S DUTIES AND RESPONSIBILITIES:
1. Pay contractor after an invoice is received from the consultant.
2. Review all reports submitted by the consultant.
3. Negotiate rates with the consultant as necessary.
5. Provide overall review of the services.
D. WORK PROGRAM/PROJECT SCHEDULE:
These services will be conducted within the annual contract period. It is understandable
that some services will continue beyond the contract period if the services are on -going.
These on -going services will not have any costs that will be assessed beyond the
contract period.
jmp/contracts group/exA/9/26/07
EXHIBIT "B"
Payment Schedule
1. Charges for time during travel are normally not reimbursable and will only be paid if
such time is actually used in performing services for CITY or as otherwise arranged with CITY.
2. CONSULTANT shall be entitled to a full payment towards the fixed fee set forth
herein in accordance with the following fee schedule:
10/1/07 — 9/30/08
Year 1
10/1/08 — 9/30/09
Year 2 *
10/1/09 — 9/30/10
Year 3 *
$24,000
$25,200
$26,460
* The hourly rates for years two and three shall increase based on the CPI Index or 5%,
whichever is lower.
Total fees shall not exceed seventy five thousand six hundred sixty Dollars ($75,660.00).
CONSUTANT agrees to inform the CITY when CONSULTANT is at the point of reaching the
maximum limit per year. CONSULTANT shall not continue with any work effort over the amount
of the maximum limit per year unless first authorized in writing by City authorized representative(s).
3. Delivery of work product: A copy of every memorandum, letter, report, calculation
and other documentation prepared by CONSULTANT shall be submitted to CITY to demonstrate
progress toward completion of tasks. In the event CITY rejects or has comments on any such
product, CITY shall identify specific requirements for satisfactory completion.
4. CONSULTANT shall submit to CITY an invoice for each progress payment due.
Such invoice shall:
1) Reference this Agreement;
2) Describe the services performed;
3) Show the total amount of the payment due;
4) Include a certification by a principal member of CONSULTANT's firm that
the work has been performed in accordance with the provisions of this
Agreement; and
5) For all payments include an estimate of the percentage of work completed.
Upon submission of any such invoice, if CITY is satisfied that CONSULTANT is making
satisfactory progress toward completion of tasks in accordance with this Agreement, CITY shall
approve the invoice, in which event payment shall be made within thirty (30) days of receipt of the
invoice by CITY. Such approval shall not be unreasonably withheld. If CITY does not approve an
invoice, CITY shall notify CONSULTANT in writing of the reasons for non -approval and the
schedule of performance set forth in Exhibit "A" may at the option of CITY be suspended until the
jmp/contracts group/exB-1/9/26/07 I
EXHIBIT B
Alternative #1
parties agree that past performance by CONSULTANT is in, or has been brought into compliance, or
until this Agreement has expired or is terminated as provided herein.
5. Any billings for extra work or additional services authorized in advance and in
writing by CITY shall be invoiced separately to CITY. Such invoice shall contain all of the
information required above, and in addition shall list the hours expended and hourly rate charged for
such time. Such invoices shall be approved by CITY if the work performed is in accordance with the
extra work or additional services requested, and if CITY is satisfied that the statement of hours
worked and costs incurred is accurate. Such approval shall not be unreasonably withheld. Any
dispute between the parties concerning payment of such an invoice shall be treated as separate and
apart from the ongoing performance of the remainder of this Agreement.
jmp/contracts group/exl3-1/9/26/07 2
EXHIBIT B
Alternative #1
Su piyINSURANCE AND INDEMNIFICATION WAIVER
Hunun�Beazh Q, MODIFICATION REQUEST
txi
1. Requested by: Mindy James
2. Date: October 2, 2007
3. Name of contractor/permittee: California Forensic Phlebotomy, Inc.
4. Description of work to be performed: Blood Draws
5. Value and length of contract: 3 years
6. Waiver/modification request: Deductible/cancellation clause wording
7. Reason for request and why it should be granted: Contractor cannot meet deductible
amount and cancellation clause wording
8. Identify the risks to the City in approving this waiver/modification: None
10/2/07
Department Head Signatur Date:
APPROVALS
Approvals must be obtained in the order listed on this form. Two approvals are required
for a request to be granted. Approva fro the City Administrator's Office is only required if
Risk Manageme2nnd t City Attorney' Olfice disagree.
1. ilk Management
Approved ❑ Denied'
Signature Date
2. City Attorney's Office
Approved ❑ Denied
Signature Date
3. City Administrator's Office
❑ Approved ❑ Denied
Signature Date
If approved, the completed waiver/modification request is to be submitted to the
City Attorney's Office along with the contract for approval. Once the contract has been approved,
this form is to be filed with the Risk Management Division of Administrative Services
Document? 10/2/2007 11:51:00 AM
co8D CERTIFICATE OF LIABILITY INSURANCE SS 01 02/DATE (MMDD/YYY)
CALI-L-10 07
PRODUCER THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATIO
ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE
Fullerton Insurance service HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR
1150 E Orangethorpe Ave, #lol ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW
Placentia CA 92870
Phone:714-577-5800 Fax:714-577-5888 INSURERS AFFORDING COVERAGE NAIC#
INSURED INSUPERA Lloyds of London
NJSURER B
California Forensic Phlebotomy N 'JPEF''-
26012 Marguerite Pkwy. , H235 INSIIFEk D
Mission Viejo CA 92692 --. --- -- - - --- ---- -- —---------- ----
INSURER F.
COVERAGES
THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING
ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR
MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH
POLICIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
R -- - ---- - -- -- - - - - -- ----- .........r P6LI�Y E�F�Ci9VE _POLICY EXPI - ---------- ---------
LTR NSR TYPE OF INSURANCE POLICY NUMBER DATE MMIDDNY DATE MM/DDNY LIMITS
A
X
GENERAL LIABILITY
X C<-'MMERr_IALGENER;AI_LIAEILITV
X CLAIMS MADE 1:1 O) CCUP
HGL8172506
11/17/06
11/17/07
EACH OCCURRENCE
C 1000000
PREMISE_5(Eaoccurence)
$50000
MED EXP (Anyone person)
$ EXCluded
PERSONAL aADVINURY
$1000000
A
X 2M agg Prof Liab
HPS8175206
11/17/06
11/17/07
X Prof Ded $2500
C-ENERALAGGREGATE
$2000000
PRODUCTS - COMP/OPAGG
$1000000
JENLS."RE64TELIMITAPPLIES PER
-
X FOLI,-Y JEPF}I.=T LCu-
AUTOMOBILE
LIABILITY
AN Y" AUTO
COMBINED SIPJGLE LIMIT
(Ea accident)
$
BODILY INJURY
(Per person)
$
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I
ALL OaVNED AUTOS
SCHEDU LED AUTOS
I
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NON-OVVNEDAUTOS(Peraccrdanq
APPROVED AS TO F
JENNI R McGRAT
RM
, City Attomey
BODILY IN,IJRY
$
Paul D Alessandro
V,/
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PROPERTY DAMAGE --
(Peraccrdent)
-----
$
$
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GARAGE LIABILITY
Amastant City Attorney
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DESCRIPTION OF OPERATIONS / LOCATIONS I VEHICLES / EXCLUSIONS ADDED BY ENDORSEMENT / SPECIAL PROVISIONS
*10 Day notice of cancellation will apply for non-payment of premium.
CFRTIFICCTF Hni nFR CCNCFI LBTION
CITYHBI
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION
DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL 30 DAYS WRITTEN
City of Huntington Beach, its
NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO DO SO SHALL
Agents, Officers & Employees
IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER, ITS AGENTS OR
2000 Main Street
Huntington Beach CA 92648
REPRESENTATIVES.
AUTHORIZED REPRESENTATIVE
Kevin P. McCarthy
AGVKU LO ILUU-11U8) v rvvnv
From: Shelley Salas At: Fullerton Insurance Services FaxID: Fullerton Insurance To: Mindy Date: 10/10/2007 08:14 AM Page: 3 of 3
IMPORTANT
If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. A statement
on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s).
If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may
require an endorsement. A statement on this certificate does not confer rights to the certificate
holder in lieu of such endorsement(s).
DISCLAIMER
The Certificate of Insurance on the reverse side of this form does not constitute a contract between
the issuing insurer(s), authorized representative or producer, and the certificate holder, nor does it
affirmatively or negatively amend, extend or alter the coverage afforded by the policies listed thereon.
Jul 20 07 10:52a
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FIRST AMENDMENT
TO CONSULTANT SERVICES AGREEMENT
This First Amendment to Consultant Services Agreement 4e4L'B�O=TOMY.
smade and entered into as of/;2007, by and betweenNGEmunicipal corporation (the "City"), and CALIFORNIA FORENSIC INC., a
California corporation, ("Consultant"), with reference to the following:
A. The City and the Consultant entered into that certain Consultant Services
Agreement (Agreement No. 1626.I), slated as of July 17, 2006, a copy of which is on file as a
public record in the Office of the City Clerk of the City of Orange and is incorporated herein by
this reference (the "Original Agreement").
B. The City and the Consultant desire to amend the Original Agreement to modify,
amend and supplement certain portions of the Original Agreement.
NOW, THEREFORE, the parties hereby agree as follows:
1. Section 2 Compensation and Fees. The total not -to -exceed compensation set forth in
Section 2 of the Original Agreement for the services to be rendered thereunder was the sum of
Forty -Eight Thousand Dollars ($48,000.00). Section 2 of the Original Agreement is hereby
amended to provide for an increase of Forty Thousand Dollars ($40,000.00) in the total not -to -
exceed compensation such that the Consultant's total compensation shall not exceed the sure of
Eighty -Eight Thousand Dollars ($88,000.00) without the prior written authorization of the City.
2. Except as amended herein, all terms and conditions of the Agreement shall remain in
full force and effect.
IN WITNESS of this Agreement, the parties have entered into this Agreement as of the
year and day first above written.
CALIFORNIA FORENSIC PHLEBOTOMY, INC. CITY OF ORANGE, a municipal
corporation,
By. $
Printed Name: Ktjjalf k4. Li,
Title: 6 n f
a
Mary E v, City
Jul 20 07 10:52a p.2
CONSULTANT SERVICES AGREEMENT
THIS CONSULTANT SERVICES_ AGREEMENT (the "Agreement") is made at
Orange, California, on this l7 day of s/r,// , 2006 by and between the CITY OF
ORANGE, a municipal corporation ("City") and CALIFORNIA FORENSIC PHLEBOTOMY,
INC., a California corporation ("Consultant"), who agree as follows:
1. Services. Subject to the terms and conditions set forth in this Agreement,
Consultant shall provide to the reasonable satisfaction of City the services set forth in the
Agreement and upon the request of the City, Consultant shall perform to the reasonable
satisfaction of the City, the following services: take and analyze blood sam�ales; conduct and
analyze breath tests; transport urine samples; appear in court or�lsmyhere at the request of City
to discuss or testify regarding the taking of samples, tests made, transportation of samples and
results thereof. As a material inducement to the City to enter into this Agreement, Consultant
represents and warrants that it has thoroughly investigated and considered the scope of services
and fully understands the difficulties and restrictions in performing the work. Consultant
represents that it is experienced in performing the work and will follow the highest professional
standards in performance of the work. All services provided shall conform to all federal, state
and local laws, riles and regulations and to the best professional standards and practices. The
terms and conditions set forth in this Agreement shall control over any terms and conditions to
the contrary.
b. All services provided shall conform to all federal, state and local laws,
rules and regulations and to the best professional standards and practices. In particular, all tests
shall be conducted in accordance with the direction and procedures prescribed by the Orange
County SherifPs Department, Forensic Science Services Division.
C. Consultant shall not perform services for other public entities or
individuals under circumstances in which a possibility exists that Consultant shall be required to
provide testimony as to conduct, analysis and result of such test in opposition to the same or
similar tests conducted by it on behalf of City.
d. Consultant agrees to provide employee or employees who shall remain
available on an on -call basis at all times, and agrees that such employees shall conduct such tests
called for under this Agreement and respond to any Orange County location as City may request.
Services hereunder shall be performed only by employees of Consultant approved as acceptable
to City and City may refuse to permit tests to be performed or conducted by an employee of.
Consultant considered by City its sole discretion to be unacceptable; provided that it is
understood by the parties that clerical and other nonprofessional work may be performed by other
employees of Consultant
2. Compensation and Fees.
a. Consultant's total compensation for all services performed under this
Agreement, shall not exceed Forty -Eight Thousand Dollars ($48,000.00) without the prior
written authorization of the City.
Jul 20 07 10:53a
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b. Consultant's fee shall be Seventy -Nine Dollars and Seventy -Five Cents
(S79.75) per test/sample or dry run. Said fee shall include_
(1) For blood tests -- the taking of a blood sample and its
transportation to the Orange County Sheriff Crime
Laboratory;
(2) For breath tests -- the conducting of a breath test;
(3) For urine samples -- the transportation of a urine sample to
the Orange County Sheriff Crime Laboratory;
(4) For all of the above -- any discussion and testimony in court
as set forth in Section 1.a.
e. The above fee shall include all costs, including, but not limited to, all
clerical, administrative, overhead, insurance, reproduction, telephone, travel, auto rental,
subsistence and all related expenses.
3. Pavment.
a. As scheduled services are completed, Consultant shall submit to City an
invoice for the services completed, authorized expenses and authorized extra work actually
performed or incurred.
b. Each such invoice shall state the basis for the amount invoiced, including
services completed, the number of hours spent and any extra work performed.
C. City will pay Consultant the amount invoiced within 35 days after the
approval of the invoice.
d. Payment shall constitute payment in full for all services, authorized costs
and authorized extra work covered by that invoice. Payment schedules shall not apply to the
payment of invoices which are reasonably in dispute.
4. Change Orders. No payment for extra services caused by a change in the scope
or complexity of work, or for any other reason, shall be made unless and until such extra services
and a price therefor have been previously authorized in writing and approved by the City as an
amendment to this Agreement. The amendment shall set forth the changes of work, extension of
time for preparation and adjustment of the fee to be paid by City to Consultant.
5. Licenses. Consultant represents that it and any subconsultants it may engage,
possess any and all licenses which are required under state or federal law to perform the work
contemplated by this Agreement and that Consultant and subconsultants shall maintain all
appropriate licenses, including a City of Orange business license, at its cost, during the
performance of this Agreement.
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Jul 20 07 10:53a
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G. Independent Contractor. At all times during the term of this Agreement,
Consultant shall be an independent contractor and not an employee of City. City shall have the
right to control Consultant only insofar as the result of Consultant's services rendered pursuant to
this Agreement. City shall not have the right to control the means by which Consultant
accomplishes services rendered pursuant to this Agreement. Consultant shall, at its sole cost and
expense, furnish all facilities, materials and equipment which may be required for furnishing
services pursuant to this Agreement.
7. Consultant Not Agent. Except as City may specify in writing, Consultant shall
have no authority, express or implied, to act on behalf of City in any capacity whatsoever as an
agent. Consultant shall have no authority, express or implied, to bind City to any obligation
whatsoever.
S. Designated Persons. Only those persons appropriately qualified, shall perform
work provided for under this Agreement. It is understood by the parties that clerical and other
nonprofessional work may be performed by persons other than those designated.
9. Assignment or Subcontracting. No assignment or subcontracting by Consultant
of any part of this Agreement or of funds to be received under this Agreement shall he of any
force or effect unless the assignment has had the prior written approval of City. City may
terminate this Agreement rather than accept any proposed assignment or subcontracting. Such
assignment or subcontracting may be approved by the City Manager or his designee.
10. Time Is of the Essence. Time is of the essence in this Agreement. Consultant
shall do all things necessary and incidental to the prosecution of the Consultant's work.
11. Products of Consultant. The documents, study materials, manuals and other
products produced or provided by Consultant for this Agreement shall become the property of
City upon receipt. Consultant shall deliver all such products to City prior to payment for same.
City may use, reuse or otherwise utilize such products without restriction.
12. Equal Employment Opportunity. During the performance of this Agreement,
Consultant agrees as follows:
a. Consultant shall not discriminate against any employee or applicant for
employment because of race, color, religion, sex, national origin or mental or physical disability.
Consultant shall ensure that applicants are employed and that employees are treated during
employment, without regard to their race, color, religion, sex, national origin, or mental or
physical disability. Such actions shall include, but not be limited to the following-, employment,
upgrading, demotion or transfer, recruitment or recruitment advertising, layoff or termination,
rates of pay or other forms of compensation and selection for training, including apprenticeship.
Consultant agrees to post in conspicuous places, available to employees and applicants for
employment, a notice setting forth provisions of this non-discrimination clause.
b. Consultant shall, in all solicitations and advertisements for employees
placed by, or on behalf of Consultant, state that all qualified applicants will receive consideration
for employment without regard for race, color, religion, sex, national origin, or mental or
physical disability.
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Jul 20 07 10:53a
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C. Consultant shall cause the foregoing paragraphs (a) and (b) to be inserted
in all subcontracts for any work covered by this Agreement, provided that the foregoing
provisions shall not apply to subcontracts for standard commercial supplies or raw materials.
13. Conflicts of Interest. Consultant agrees that it shall not make, participate in the
making, or in any way attempt to use its position as a consultant to influence any decision of City
in which Consultant knows or has reason to know that Consultant, its officers, partners, or
employees have a financial interest as defined in Section 87103 of the Government Code.
14, Indemnity. Consultant agrees to hold City, its officers, agents and employees
harmless from any and all claims, liabilities or losses for personal injury, death or property
damage, including workers compensation claims, arising out of or in connection with work
undertaken or equipment provided pursuant to this Agreement to the extent any such claim is
caused by or results from any acts or omissions, or intentional misconduct of Consultant, its
employees or its agents. Further, Consultant agrees to provide City, its officers, agents and
employees, at the request of City and at Consultant's sole expense, with the defense of any and all
such actions, suits or other legal proceedings brought against City, its officers, agents and
employees arising out of or in connection with the work undertaken pursuant to this Agreement.
Consultant shall pay any judgment or settlement rendered against the City, its agents, officers and
employees, including any award for attorneys' fees. Consultant shall not be liable for the
indemnification and defense of City on claims or litigation arising out of the sole negligence or
sole willful misconduct of City.
15. Insurance,
a. Consultant shall carry workers compensation insurance as required by law
for the protection of its employees during the progress of the work. Consultant understands that
it is an independent contractor and not entitled to any worker's compensation benefits under any
City program.
b. Consultant shall maintain during the life of this Agreement,
comprehensive general liability insurance or commercial general liability insurance written on an
occurrence basis providing for a combined single limit of (a) $1 million, or (b) $500,000 per
occurrence with S1 million aggregate for bodily injury, death and property damage, or (c) $1
million aggregate, separate for this Agreement.
C. Consultant shall maintain during the life of this Agreement, automotive
liability insurance on a comprehensive form covering all owned, non -owned and hired
automobiles providing for a combined single limit of (a) S1 million, or (b) $500,000 per
occurrence with $1 million aggregate for bodily injury, death and property damage, or (c) $1
million aggregate, separate for this Agreement.
d. Each policy of general liability and automotive liability shall provide that
City, its officers, agents, and employees are declared to be additional insureds under the terms of
the policy, but only with respect to the work performed by Consultant under this Agreement. A
policy endorsement to that effect shall be provided to the City along with the certificate of
insurance, which endorsement shall be on Insurance Services Office, Inc. Form CG 20 10 10 01.
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Jul 20 07 10:53a
E.
In lieu of an endorsement, the City will accept a copy of the policy(ies) which evidences that the
City is an additional insured as a contracting party.
e. Consultant shall maintain during the life of this Agreement professional
liability insurance covering errors and omissions arising out of the performance of tills
Agreement with a combined single limit of S1,000,000. Consultant agrees to keep such policy in
force and effect for at least five years from the date of completion of this Agreement.
f. The insurance policies maintained by Consultant shall be primary
insurance and no insurance held or owned by City shall be called upon to cover any loss under
the policy, Consultant will determine its own needs in procurement of insurance to cover
liabilities other than as stated above.
g. Before Consultant performs any work or prepares or delivers any
materials, Consultant shall furnish certificates of insurance and endorsements, as required by
City, evidencing the aforementioned general liability, automotive and professional liability
insurance coverages on forms acceptable to City, which shall provide that the insurance in force
will not be canceled or allowed to lapse without at least ten (10) days prior written notice to City.
h. Except for professional liability insurance coverage that may be required
by this Agreement, all insurance maintained by Consultant shall be issued by companies admitted
to conduct the pertinent line of insurance business in the State of California and having a rating
of Grade A or better and Class VII or better by the latest edition of Best's Key Rating Guide. In
the case of professional liability insurance coverage, such coverage shall be issued by companies
either licensed or admitted to conduct business in the State of California so long as such insurer
possesses the aforementioned Best's rating.
i. Consultant shall immediately notify the City if any required insurance
lapses or is otherwise modified and cease performance of this Agreement unless otherwise
directed by the City. In such a case, the City.nay procure insurance or self insure the risk and
charge Consultant for such costs and any and all damages resulting therefrom, by way of set-off
from any sums owed Consultant.
j. Consultant agrees that in the event of loss due to any of the perils for
which it has agreed to provide insurance, Consultant shall look solely to its insurance for
recovery. Consultant hereby grants to the City, on behalf of any insurer providing insurance to
either the Consultant or to the City with respect to the services of Consultant herein, a waiver of
any riht to subrogation which any such insurer of said Consultant may acquire against the City
by virtue of the payment of any loss under such insurance.
16. Termination. City, acting through its City Manager or his designee, reserves the
right to terminate this Agreement for any reason by giving five (5) days written notice of intent to
terminate to Consultant. Upon receipt of notice, Consultant shall immediately cease work, unless
the notice provides otherwise. Should City terminate this Agreement, City shall pay Consultant
for services satisfactorily provided and all allowable reimbursements incurred to the date of
termination in compliance with this Agreement, unless such termination shall be for cause, in
which event the City may withhold any disputed compensation. City shall not be liable for any
claim of lost profits.
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17. Audit of Records. In accordance with generally accepted accounting principles,
Consultant shall maintain reasonably full and complete records of the cost of and completion of
services performed under this Agreement. During the term of this Agreement and for a period of
two years after termination or completion of this Agreement, City shall have the right to inspect
and/or audit Consultant's records pertaining to the performance of this Agreement at Consultant's
office. Consultant agrees to make available all records for inspection or audit at its offices during
normal business hours and upon 3 days notice from City.
18. Compliance with all Laws. Consultant shall be knowledgeable of and comply
with all local, state and federal laws which may apply to the performance of this Agreement.
19. Attorneys' Fees. If any action at law or in equity is necessary to enforce or
interpret the terms of this Agreement, the prevailing party shall be entitled to reasonable
attorneys' fees, costs, and necessary disbursements, in addition to any other relief to which it may
be entitled.
20. Governing Law. This Agreement shall be construed in accordance with and
governed by the laws of the State of California and Consultant agrees to submit to the
j urisdictio.n of California courts.
21. Integration. This Agreement constitutes the entire agreement of the parties. No
other agreement, oral or written, pertaining to the work to be performed under this Agreement
shall be of any force or effect unless it is in writing and signed by both parties. Any work
performed which is inconsistent with or in violation of the provisions of this Agreement shall not
be compensated.
22. Notice. Except as otherwise provided herein, all notices required under this
Agreement shall be in writing and delivered personally or by first class mail, postage prepaid, to
each party at the address listed below. Either party may change the notice address by notifying
the other party in writing. Notices may be sent by either facsimile or U.S. Mail. Notices shall be
deemed received upon receipt of same or within 3 days of deposit in the U.S. Mail, whichever is
earlier. Notices sent by facsimile shall be deemed received on the date of the facsimile
transmission.
"CONSULTANT"
CALIFORNIA FORENSIC PHLEBOTOMY, INC
26012 Marguerite Pkwy, Ste H-235
Mission Viejo, CA 92692
Attn: Russel A. Liedholm
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"CITY"
CITY OF ORANGE.
300 E. Chapman Avenue
Orange, CA 92866-1591
Attn: Chief of Police
Jul 20 07 10:54a
IN WITNESS of this Agreement, the parties have entered into this Agreement as of the
year and day first above written.
"'CONSULTANT"
"CITY"
CALLFORNIA NSI HLEBOTOMY, INC. C T " ORAJE
fldt
Printed ame: ks L' Mark . Murphy `
Title: _ D 1 c 5 L Mayor
*By:
Printed Name:
Title:
APPROVED AS TO FOnl:
Wayne W. 'inthers
Assistant City Attorney
ATT ST;
Mary E. Mu i ;,ity Clerk
KNOTS: If CONSULTANT is a corporation, the City requires the following signature(s):
-- (1) the Chairman of the Board, the President or a Vice -President, AAD (2) the
Secretary, the Chief Financial Officer, the Treasurer, an Assistant Secretary or
an Assistant Treasurer. If only one corporate officer exists or one corporate
officer holds more than one corporate office, please so indicate. OR
The corporate officer named in a corporate resolution as authorized to enter
into this Agreement. A copy of the corporate resolution, certified by the
Secretary close in time to the execution of the Agreement, must be provided to
the City.
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