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HomeMy WebLinkAbout2007 CON County of San Diego - Cities Readiness InitiativeCOUNTY AGREEMENT NUMBER (2RSert Numrel9 S 17 111 AGREEMENT WITH NATIONAL CITY FOR PARTICIPATION IN CITIES READINESS INITITIVE, FIRST RESPONDER MASS PROPHYLAXIS PLAN This Agreement ("Agreement") is made and entered into on the date shown on the signature page ("Effective Date") by and between the County of San Diego, a political subdivision of the State of Califomia ("County") and Contractor National City, located at 1243 National City Boulevard, National City, CA 91950 ("Contractor"), with reference to the following facts: RECITALS A. The County, by sole source letter, authorized the Purchasing and Contracting Director, pursuant to Article XXIII, Section 401 of the Administrative Code, to award a Agreement for participation in the Cities Readiness Initiative (CRI) First Responder Mass Prophylaxis Plan. B. Contractor is specially trained and possesses certain skills, experience, education and competency to perform these services. C. The Chief Administrative Officer made a determination that Contractor can perform the services more economically and efficiently than the County, pursuant to Section 703.10 of the County Charter. D. The Agreement shall consist of this pro forma Agreement, Exhibit A Statement of Work, Exhibit B Insurance Requirements and Exhibit C Payment Schedule. NOW THEREFORE, for valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows: ARTICLE 1 PERFORMANCE OF WORK 1.1 Standard of Performance. Contractor shall, in good and workmanlike manner and in accordance with the highest professional standards, at its own cost and expense, furnish all of the labor, technical, administrative, professional and all other personnel, all supplies and materials, equipment, printing, transportation, facilities, and all other means whatsoever, except as herein otherwise expressly specified to be furnished by County, necessary or proper to perform and complete the work and provide the services required of Contractor by this Agreement. 1.2 Contractor's Representative. Contractor's duties under this Agreement shall be performed on behalf of the Contractor by the person identified on the signature page. ("Contractor's Representative"); Contractor represents and warrants that (1) Contractor's Representative has fulfilled all applicable requirements of the laws of the State of California to perform the services under this Agreement and (2) Contractor's Representative has full authority to act for Contractor hereunder. Contractor and County recognize that the services to be provided by Contractor's Representative pursuant to this Agreement are unique: accordingly, Contractor's Representative shall not be changed during the Term of the Agreement without County's written consent. County reserves the right to terminate this Agreement pursuant to Clause 7.1 "Termination for Default", if Contractor's Representative should leave Contractor's employ, or if, in County's judgment, the work hereunder is not being performed by Contractor's Representative. 1.3 Contractor as Independent Contractor. Contractor is, for all purposes of this Agreement, an independent Contractor, and neither Contractor nor Contractor's employees or subcontractors shall be deemed to be employees of the County. Contractor shall perform its obligations under this Agreement according to the Contractor's own means and methods of work which shall be in the exclusive charge and under the control of the Contractor, and which shall not be subject to control or supervision by County except as to the results of the work. Neither Contractor nor Contractor's employees or subcontractors shall be entitled to any benefits to which County employees are entitled, including without limitation, overtime, retirement benefits, workers' compensation benefits and injury leave. 1.4 Contractor's Agents and Employees or Subcontractors. Contractor shall obtain, at Contractor's expense, all agents, employees and subcontractors required for Contractor to perform its duties under this Agreement, and all such services shall be performed by Contractor's Representative, or under Contractor's Representatives' supervision, by persons authorized by law to perform such services. Retention by Contractor of any agent, employee or subcontractor shall be at Contractor's sole cost and expense, and County shall have no obligation to pay Contractor's agents, employees or subcontractors; to support any such person's or entity's claim against the Contractor; or to defend Contractor against any such claim. H&H Gov Service Agreement National City Agreement - Page 1 of 13 Rev October 2006 COUNTY AGREEMENT NUMBER (Insert Number) AGREEMENT WITH NATIONAL CITY FOR PARTICIPATION IN CITIES READINESS INITITIVE, FIRST RESPONDER MASS PROPHYLAXIS PLAN ARTICLE 2 SCOPE OF WORK 2.1 Statement of Work. Contractor shall perform the work described in the "Statement of Work" attached as Exhibit "A" to this Agreement, and by this reference incorporated herein, except for any work therein designated to be performed by County. 2.2 Right To Acquire Equipment and Services. Nothing in this Agreement shall prohibit the County from acquiring the same type or equivalent equipment and/or service from other sources, when deemed by the County to be in its best interest. ARTICLE 3 RESERVED ARTICLE 4 COMPENSATION 4.1 The Payment Schedule is in Exhibit C and the compensation is on the signature page. The County is precluded from making payments prior to receipt of services (advance payments). Invoices are subject to the following requirements: 4.2 Fiscal. County will pay Contractor the agreed upon price, pursuant to the Payment Schedule in Exhibit C for the work specified in Exhibit A, Statement of Work. 4.2.1 Accounting System And Fiscal Monitoring. Contractor shall provide and maintain an accounting and financial support system to monitor and control costs to assure Agreement completion. 4.3 Invoices and Payment, 4.3.1 Invoices. Payment for the services performed under this Agreement shall be in accordance with Exhibit C, unless other payment methodologies are negotiated and agreed to by both Contractor and County. Contractor shall submit approved invoices monthly to the COTR for work performed in the monthly period, accordingly. Contractor's monthly invoices shall include a statement certifying whether it is in compliance with Paragraph 8.12 of this Agreement. 4.3.2 Payments, County agrees to pay Contractor in arrears only after receipt and approval by Contracting Officer's Technical Representative "COTR" of properly submitted, detailed and itemized original invoice referencing the Agreement number and a detailed listing of each pay point target, accomplishment, unit price, and showing the appropriate calculation for each, a progress report documenting the status and accomplishments of Contractor during the billing period pursuant to Exhibit C, documenting the total invoiced amount by Contractor. A copy (or copies) of the invoice shall be submitted to Public Health Services, 6255 Mission Gorge Road, San Diego, CA 92120 Attention: Lorraine Ona. Each invoice so approved and paid shall constitute full and complete compensation to Contractor for the work product submitted and for all work completed during the billing period pursuant to Exhibit A and Exhibit C. Payment shall be NET 30 days from receipt and approval of invoice unless otherwise stated, 4.3.5 County Approval. As identified above, all subcontracts under this Agreement shall have prior written approval of the Contracting Officer Technical Representative. County may withhold payment until reports, data, audits or other information required for Agreement administration or to meet County or State reporting or auditing requirements are received and approved by COTR or designee. The County may also withhold payment if, in the County's opinion, Contractor is in non-compliance with this Agreement. H&H Gov Service Agreement National City 4.3.3 Full Compensation. Pending any adjustments by the COTR, each invoice approved and paid shall constitute full and complete compensation to the Contractor for all work completed during the billing period pursuant to Exhibit A and Exhibit C. Contractor shall be entitled only to compensation, benefits, reimbursements or ancillary services specified in this Agreement. 4.3.4 Conditions Prerequisite To Payments. County may elect not to make a particular payment if any of the following exists: 4.3.4.1 Misrepresentation. Contractor, with or without knowledge, made any misrepresentation of substantial and material nature with respect to any information furnished to County. 4.3.4.2 Unauthorized Actions by Contractor. Contractor took any action pertaining to this Agreement, which required County approval, without having first received said County approval. 4.3.4.3 Default. Contractor was in default under any terms and conditions of this Agreement. Agreement - Page 2 of 13 Rev October 2006 COUNTY AGREEMENT NUMBER (Insert Number) AGREEMENT WITH NATIONAL CITY FOR PARTICIPATION IN CITIES READINESS INITITIVE, FIRST RESPONDER MASS PROPHYLAXIS PLAN 4.3.6 Availability of Funding The County's obligation for payment of any Agreement beyond the current fiscal year is contingent upon the availability of funding from which payment can be made. No legal liability on the part of the County shall arise for payment beyond June 30 of the calendar year unless funds are designated by the County and are made available for such performance. County shall have the right to terminate this Agreement or reduce compensation and service levels proportionately upon thirty (30) days' written notice to Contractor in the event that Federal, State or County funding for this Agreement ceases or is reduced prior to the ordinary expiration of the term of this Agreement. In the event of reduction of funding for the Agreement, County and Contractor shall meet within ten (10) days of written notice to renegotiate this Agreement based upon the modified level of funding. In this case if no agreement is reached between County and Contractor within 10 days of the first meeting, either party shall have the right to terminate this Agreement within ten (10) days written notice of termination. In the event of termination of this Agreement in accordance with the terms of this Section, Contractor shall be entitled to retain all sums paid as of the effective date of such termination, subject to any payment offset to which County may be entitled, for damages or otherwise, under the terms of this Agreement. In the event of termination of this Agreement pursuant to this Section, in no event shall Contractor be entitled to any loss of profits on the portion of this Agreement so terminated, or to other compensation, benefits, reimbursements or ancillary services other than as herein expressly provided. 4.3.7 Disallowance. In the event the Contractor receives payment for services under this Agreement which is later disallowed by the County, Contractor shall promptly refund the disallowed amount to County on request, or at its option, County may offset the amount disallowed from any payment, due or to become due to Contractor under any Agreement with the County. 4.3.8 Maximum Price. During the performance period of this Agreement, the maximum price for the items and/or services shall not exceed the lowest price at which Contractor then offers the items and/or services to its most favored customer. ARTICLE 5 AGREEMENT ADMINISTRATION 5.1 Countv's Agreement Administrator. The Director of Purchasing and Contracting is designated as the Contracting officer ("Contracting Officer") and is the only County official authorized to make any Changes to this Agreement. The County has designated the individual identified on the signature page as the Contracting Officer's Technical Representative ("COTR"). 5.1.1 County's COTR will chair Contractor progress meetings and will coordinate County's Agreement administrative functions. The COTR is designated to receive and approve Contractor invoices for payment, audit and inspect records, inspect Contractor services, and provide other technical guidance as required. The COTR is not authorized to change any terms and conditions of this Agreement. Only the Contracting Officer, by issuing a properly executed amendment to this Agreement, may make changes to the scope of work or total price. 5.1.2 Notwithstanding any provision of this Agreement to the contrary, County's COTR may make Administrative Adjustments ("AA") to the Agreement, such as line item budget changes or adjustments to the service requirements, which do not change the purpose or intent of the Statement of Work, the Terms and Conditions, the Agreement period or the total Agreement price. Each AA shall be in writing and signed by COTR and Contractor. All inquiries about such AA will be referred directly to the COTR. 5.2 Agreement Progress Meeting. The COTR and other County personnel, as appropriate, will meet periodically with the Contractor to review the Agreement performance, At these meetings the COTR will apprise the Contractor of how the County views the Contractor's performance and the Contractor will apprise the County of problems, if any, being experienced. The Contractor shall also notify the Contracting Officer (in writing) of any work being performed, if any, that the Contractor considers being over and above the requirements of the Agreement. Appropriate action shall be taken to resolve outstanding issues. The minutes of these meetings will be reduced to writing and signed by the COTR and the Contractor. Should the Contractor not concur with the minutes, the Contractor shall set out in writing any area of disagreement. Appropriate action will be taken to resolve any areas of disagreement. H&H-Gov Service Agreement National City Agreement - Page 3 of 13 Rev October 2006 COUNTY AGREEMENT NUMBER (Insert Number) AGREEMENT WITH NATIONAL CITY FOR PARTICIPATION IN CITIES READINESS INITITIVE, FIRST RESPONDER MASS PROPHYLAXIS PLAN ARTICLE 6 CHANGES 6.1 Contracting Officer. The Contracting Officer may at any time, by a written order, make changes ("Changes"), within the general scope of this Agreement, in the definition of services to be performed, and the time (i.e.) hours of the day, days of the week, etc.) and place of performance thereof. If any such Change causes an increase or decrease in the cost of, or the time required for, the performance of any part of the work under this Agreement, whether changed or not changed by an such order, an equitable adjustment shall be made in the Agreement price or delivery schedule, or both, and the Agreement shall be modified in writing accordingly. 6.2 Claims. Contractor must assert any claim for adjustment under this clause within 30 days from the date of receipt by the Contractor of the notification of Change; provided, however, that the Contracting Officer, if he decides that the facts justify such action, may receive and act upon any such claim asserted at any time prior to fmal payment under this Agreement. Where the cost of property made obsolete or excess as a result of a change is included in the Contractor's claim for adjustment, the Contracting Officer shall have the right to prescribe the manner of disposition of such property. Failure to agree to any adjustment shall be a dispute concerning a question of fact within the meaning of the clause of this Agreement entitled "Disputes" (Article 15). However, nothing in this clause shall excuse the Contractor from proceeding with this Agreement as changed. ARTICLE 7 TERMINATION 7.1 Termination For Default. Upon Contractor's breach of this Agreement, County shall have the right to terminate this Agreement, in whole or part. Prior to termination for default, County will send Contractor written notice specifying the cause. The notice will give Contractor 10 days from the date the notice is issued to cure the default or make progress satisfactory to County in curing the default, unless a different time is given in the notice. If County determines that the default contributes to the curtailment of an essential service or poses an immediate threat to life, health or property, County may terminate this Agreement immediately upon issuing oral or written notice to the Contractor without any prior notice or opportunity to cure. In the event of termination under this Article, all finished or unfinished documents, and other materials, prepared by Contractor under this Agreement shall become the sole and exclusive property of County. In the event of such termination, the County may purchase or obtain the supplies or services elsewhere, and Contractor shall be liable for the difference between the prices set forth in the terminated order and the actual cost thereof to the County. The prevailing market price shall be considered the fair repurchase price. Notwithstanding the above, Contractor shall not be relieved of liability to County for damages sustained by County by virtue of any breach of this Agreement by Contractor, and County may withhold any reimbursement to Contractor for the purpose of off -setting until such time as the exact amount of damages due County from Contractor is determined. 7.1.1 If, after notice of termination of this Agreement under the provisions of this clause, it is determined for any reason that the Contractor was not in default under the provisions of this clause, the rights and obligations of the parties shall, if this Agreement contains a clause providing for termination for convenience of the County, be the same as if the notice of termination had been issued pursuant to such clause. 7.2 Damages For Delay, If Contractor refuses or fails to prosecute the work, or any separable part thereof, with such diligence as shall ensure its completion within the time specified in this Agreement, or any extension thereof, or fails to complete said work within such time, County will be entitled to the resulting damages caused by the delay. Damages will be the cost to County incurred as a result of continuing the current level and type of service over that cost that would be incurred had the Agreement segments been completed by the time frame stipulated and any other damages suffered by County as allowed by law. 7.3 County Exemption From Liability. In the event there is a reduction of funds made available by County to Contractor under this or subsequent Agreements, the County of San Diego and its Departments, officers and employees shall incur no liability to Contractor and shall be held harmless from any and all claims, demands, losses, damages, injuries, or liabilities arising directly or from such action. 7.4 Termination For Convenience, The County, by written notice stating the extent and effective date, may terminate this Agreement for convenience in whole or in part, at any time. The County shall pay the Contractor as full compensation for performance until such termination: 7.4.2 The unit or pro rata price for any delivered and accepted portion of the work. 7.4.3 A reasonable amount, as costs of termination, not otherwise recoverable from other sources by the Contractor as approved by the County, with respect to the undelivered or unaccepted portion of the order, provided compensation hereunder shall in no event exceed the total price. H&H Gov Service Agreement National City Agreement - Page 4 of 13 Rev October 2006 COUNTY AGREEMENT NUMBER (Insert Number) AGREEMENT WITH NATIONAL CITY FOR PARTICIPATION IN CITIES READINESS INITITIVE, FIRST RESPONDER MASS PROPHYLAXIS PLAN 7.4.4 In no event shall the County be liable for any loss of profits on the resulting order or portion thereof so terminated. 7.5 Remedies Not Exclusive. The rights and remedies of County provided in this article shall not be exclusive and are in addition to any other rights and remedies provided by law or under resulting order. 7.6 Full Cost Recovery Of Investigation And Audit Costs. Contractor shall reimburse County of San Diego for all direct and indirect expenditures incurred in conducting an audit/investigation when Contractor is found in violation (material breach) of the terms of the Agreement. Reimbursement for such costs shall be withheld from any amounts due to Contractor pursuant to the payment terms of the Agreement, or from any other amounts due to Contractor from County. ARTICLE 8 COMPLIANCE WITH LAWS AND REGULATIONS 8.1 Conformance With Rules And Regulations. Contractor shall be in conformity with all applicable Federal, State, County, and local laws, rules, and regulations, current and hereinafter enacted, including facility and professional licensing and/or certification laws and keep in effect any and all licenses, permits, notices and certificates as are required. Contractor shall further comply with all laws applicable to wages and hours of employment, occupational safety, and to fire safety, health and sanitation. 8.2 Contractor Permits and License. Contractor shall obtain and maintain, at no cost to the County, all approvals, permissions, permits, licenses, and other forms of documentation required in order to comply with all existing domestic statutes, ordinances, and regulations, or other laws, that may be applicable to performance of services hereunder. The County reserves the right to reasonably request and review all such applications, permits, and licenses prior to the commencement of any services hereunder. 8.3 Equal Opportunity. Contractor shall comply with the provisions of Title VII of the Civil Rights Act of 1964 in that it will not discriminate against any individual with respect to his or her compensation, terms, conditions, or privileges of employment nor shall Contractor discriminate in any way that would deprive or intend to deprive any individual of employment opportunities or otherwise adversely affect his or her status as an employee because of such individual's race, color, religion, sex, national origin, age, handicap, medical condition, sexual orientation or marital status. 8.4 Affirmative Action. Each Contractor of services and supplies employing fifteen (15) or more full-time permanent employees, shall comply with the Affirmative Action Program for Vendors as set forth in Article IIIk (commencing at Section 84) of the San Diego County Administrative Code, which program is incorporated herein by reference. A copy of this Affirmative Action Program will be furnished upon request by COTR or from the County of San Diego Internet web -site (www.co.san-diego.ca.us). 8.5 Non Discrimination. Contractor shall ensure that services and facilities are provided without regard to ethnic group identification, race, color, nation origin, creed, religion, age, sex, or physical or mental disability in accordance with Title IX of the Education Amendments of 1972; Title VII of the Civil Rights Act of 1964 (42 U.S.C. 2000-d), the Age Discrimination of 1975 (42 U.S.C. 6101), Article 9.5, Chapter 1, Part 1, Division 2, Title 2 (Section 11135, et seq.) of the California Government Code, and Title 9, Chapter 4, Subchapter 6 (Section 10800, et seq.) of the CCR. 8.6 AIDs Discrimination. Contractor shall comply with all state and federal laws which ensure that an individual is not discriminated against because of his or her HIV/AIDS status. 8.7 American With Disabilities Act (ADA) 1990. Contractor shall not discriminate against qualified people with disabilities in employment, public services, transportation, public accommodations and telecommunications services in compliance with the Americans with Disabilities Act (ADA) and California Administrative Code Title 24. 8.8 Religious Activity Prohibited. There shall be no religious worship, instructions or proselytization as part of or in connec- tion with the performance of this Agreement. 8.9 Drug and Alcohol -Free Workplace. The County of San Diego, in recognition of individual rights to work in a safe, healthful and productive work place, has adopted a requirement for a drug and alcohol free work place, County of San Diego Drug and Alcohol Use Policy C-25. This policy provides that all County -employed Contractors and Contractor employees shall assist in meeting this requirement. 8.9.1 As a material condition of this Agreement, the Contractor agrees that the Contractor and the Contractor employees, while performing service for the County, on County property, or while using County equipment: 8.9.1.1 Shall not be in any way impaired because of being under the influence of alcohol or a drug. H&H Gov Service Agreement National City Agreement - Page 5 of 13 Rev October 2006 COUNTY AGREEMENT NUMBER (Insert Number) AGREEMENT WITH NATIONAL CITY FOR PARTICIPATION IN CITIES READINESS INITITIVE, FIRST RESPONDER MASS PROPHYLAXIS PLAN 8.9.1.2 Shall not possess an open container of alcohol or consume alcohol or possess or be under the influence of an illegal drug. 8.9.1.3 Shall not sell, offer, or provide alcohol or a drug to another person; provided, however, that the foregoing restriction shall not be applicable to a Contractor or Contractor employee who as part of the performance of normal job duties and responsibilities prescribes or administers medically prescribed drugs. 8.9.2 Contractor shall inform all employees who are performing service for the County on County property or using County equipment of' the County objective of a safe, healthful and productive work place and the prohibition of drug or alcohol use or impairment from same while performing such service for the County. 8.9.3 The County may terminate for default or breach this Agreement, and any other Agreement the Contractor has with the County, if the Contractor, or Contractor employees are determined by the Contracting Officer not to be in compliance with the conditions listed herein. 8.10 Board of Supervisors' Policies. Contractor represents that it is familiar, and shall use its best efforts to comply, with the following policies of the Board of Supervisors: 8.10.1 Board Policy B-67, which encourages the County's Contractors to offer products made with recycled materials, reusable products, and products designed to be recycled to the County in response to the County's requirements; and 8.10.2 Board Policies B-53 and B-39a, which encourage the participation" of small and disabled veterans' business enterprises in County procurements; and 8.10.3 Zero Tolerance For Fraudulent Conduct In County Services. Contractor shall comply with County of San Diego Board of Supervisors Policy A-120 "Zero Tolerance for Fraudulent Conduct in County Services." There shall be "Zero Tolerance" for fraud committed by Contractors in the administration of County programs and the provision of County services. Upon proven instances of fraud committed by independent Contractors in connection with their performance under the Agreement, said Agreement shall be terminated; and. 8.10.4 Familv-Centere4 Practice. Board Of Supervisors Policy E-13. Contractor shall comply with County of San Diego Board of Supervisors Policy E-13, "Family -Centered Practice." Family -centered practice addresses the needs of the whole family and is intended to promote and support community and family involvement to ensure safe and healthy environments for children; and 8.10.5 Zero Tolerance In Coaching Medi-Cal Or Welfare Clients (Including Undocumented Immigrants). The County of San Diego in recognition of its unique geographical location and the utilization of Welfare and Medi-Cal system by foreign nationals who are not legal residents of this county or country, has adopted a Zero Tolerance policy and shall aggressively prosecute employees and Contractors who coach Medi-Cal or Welfare clients (in- cluding undocumented immigrants), to obtain services for which they are not otherwise entitled. As a material condition of this Agreement, Contractor agrees that the Contractor and Contractor's employees, while performing service for the County, on County property or while using County equipment shall not intentionally or willfully: (a) in any way coach, instruct, advise, or guide any Medi-Cal or Welfare clients or prospective clients who are undocumented immigrants on ways to obtain or qualify for Medi-Cal assistance, for which they are not otherwise entitled. (b) support or provide funds to any organization engaged directly or indirectly in advising undocumented immigrants on ways to obtain or qualify for Medi-Cal assistance, for which they are not otherwise entitled. Contractor shall inform all employees that are performing service for the County on County property or using County equipment of County's Zero Tolerance Policy as referenced herein. County may terminate for default or breach this Agreement and any other Agreement Contractor has with County, if Contractor or Contractor employees are determined not to be in compliance with the conditions stated herein. 8.11 Hazardous Materials. Contractor shall comply with all Environmental Laws and all other laws, rules, regulations, and requirements regarding Hazardous Materials, health and safety, notices, and training. Contractor agrees that it will not store any Hazardous Materials at any County Facility for periods in excess of ninety (90) days or in violation of the applicable site storage limitations imposed by Environmental Law. Contractor agrees to take, at its expense, all actions necessary to protect third parties, including, without limitation, employees and agents of the County, from any exposure to Hazardous Materials generated or utilized in its performance under this Agreement. Contractor agrees to report to the H&H Gov Service Agreement National City Agreement - Page 6 of 13 Rev October 2006 COUNTY AGREEMENT NUMBER (Insert Number) AGREEMENT WITH NATIONAL CITY FOR PARTICIPATION IN CITIES READINESS INITITIVE, FIRST RESPONDER MASS PROPHYLAXIS PLAN appropriate governmental agencies all discharges, releases, and spills of Hazardous Materials that are required to be reported by any Environmental Law and to immediately notify the County of it. Contractor shall not be liable to the County for the County's failure to comply with, or violation of, any Environmental Law. As used in this section, the term "Environmental Laws" means any and all federal, state or local laws or ordinances, rules, decrees, orders, regulations or court decisions (including the so-called "common law"), including, but not limited to, the Resource Conservation and Recovery Act, relating to hazardous substances, hazardous materials, hazardous waste, toxic substances, environmental conditions or other similar substances or conditions. As used in this section the term "Hazardous Materials" means any chemical, compound, material, substance or other matter that: (a) is a flammable, explosive, asbestos, radioactive nuclear medicine, vaccine, bacteria, virus, hazardous waste, toxic, overtly injurious or potentially injurious material, whether injurious or potentially injurious by itself or in combination with other materials; (b) is controlled, referred to, designated in or governed by any Environmental Laws; (c) gives rise to any reporting, notice or publication requirements under any Environmental Laws, or (d) is any other material or substance giving rise to any liability, responsibility or duty upon the County or Lessee with respect to any third person under any Environmental Laws. 8.12 Debarment And Suspension. As a sub -grantee of federal funds under this Agreement, Contractor certifies that it, its principals, its employees and its subcontractors: 8.12.1 Are not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from covered transactions by any Federal Department or agency. 8.12.2 Have not within a 3-year period preceding this Agreement been convicted of' or had a civil judgment rendered against them for the commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public (Federal, State, or local) transaction; violation of Federal or State anti-trust statutes or commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, or receiving stolen property; 8.12.3 Are not presently indicted or otherwise criminally or civilly charged by a government entity (Federal, State, or local) with commission of any of the offenses enumerated in the paragraph above; and 8.12.4 Have not within a 3-year period preceding this Agreement had one or more public transaction (Federal, State, or local) terminated for cause or default. ARTICLE 9 CONFLICTS OF INTEREST: CONTRACTOR'S CONDUCT 9.1 Conflicts of Interest. Contractor presently has no interest, including but not limited to other projects or independent Agreements, and shall not acquire any such interest, direct or indirect, which would conflict in any manner or degree with the performance of services required to be performed under this Agreement. The Contractor shall not employ any person having any such interest in the performance of this Agreement. Contractor shall not hire County's employees to perform any portion of the work or services provided for herein including secretarial, clerical and similar incidental services except upon the written approval of County. Without such written approval, performance of services under this Agreement by associates or employees of County shall not relieve Contractor from any responsibility under this Agreement. 9.2 Conduct of Contractor: Privileged Information. 9.2.1 Contractor shall inform the County of all the Contractor's interests, if any, which are or which the Contractor believes to be incompatible with any interests of the County. 9.2.2 The Contractor shall not, under circumstances that might reasonably be interpreted as an attempt to influence the recipient in the conduct of his duties, accept any gratuity or special favor from individuals or organizations with whom the Contractor is doing business or proposing to do business, in accomplishing the work under this Agreement. 9.2.3 Contractor shall not use for personal gain or make other improper use of privileged information, which is acquired in connection with his employment. In this connection, the term "privileged information" includes, but is not limited to, unpublished information relating to technological and scientific development; medical, personnel, or security records of the individuals; anticipated materials requirements or pricing actions; and knowledge of selections of Contractors or subcontractors in advance of official announcement. 9.2.4 The Contractor, or employees thereof, shall not offer directly or indirectly gifts, gratuity, favors, entertainment, or other items of monetary value to an employee or official of the County. H&H Gov Service Agreement National City Agreement - Page 7 of 13 Rev October 2006 COUNTY AGREEMENT NUMBER (Insert Number) AGREEMENT WITH NATIONAL CITY FOR PARTICIPATION IN CITIES READINESS INITITIVE, FIRST RESPONDER MASS PROPHYLAXIS PLAN 9.2.5 Referrals. Contractor further covenants that no referrals of clients through Contractor's intake or referral process shall be made to the private practice of any person(s) employed by the Contractor. 9.3 Prohibited Agreements. As required by Section 67 of the San Diego County Administrative Code, Contractor certifies that it is not in violation of the provisions of Section 67, and that Contractor is not, and will not subcontract with, any of the following: 9.3.1 Persons employed by County or of public agencies for which the Board of Supervisors is the governing body. 9.3.2 Profit -making firms or businesses in which employees described in sub -section 9.3.1, above, serve as officers, principals, partners, or major shareholders; 9.3.3 Persons who, within the immediately preceding twelve (12) months came within the provisions of the above sub- sections and who (1) were employed in positions of substantial responsibility in the area of service to be performed by the Agreement, or (2) participated in any way in developing the Agreement or its service specifications; and 9.3.4 Profit -making firms or businesses in which the former employees described in sub -section 9.3.3 above, serve as officers, principals, partners, or major shareholders. 9.4 Limitation Of Future Agreements Or Grants. It is agreed by the parties to the Agreement that Contractor shall be restricted in its future Contracting with the County to the manner described below. Except as specifically provided in this clause, Contractor shall be free to compete for business on an equal basis with other companies. 9.4.1 If Contractor, under the terms of the Agreement, or through the performance of tasks pursuant to this Agreement, is required to develop specifications or statements of work and such specifications or statements of work are to be incorporated into a solicitation, Contractor shall be ineligible to perform the work described within that solicitation as a prime or subcontractor under an ensuing County Agreement. It is further agreed, however, that County will not, as additional work, unilaterally require Contractor to prepare such specifications or statements of work under this Agreement. 9.4.2 Contractor may not apply for nor accept additional payments for the same services contained in the Statement of Work. ARTICLE 10 INDEMNITY AND INSURANCE 10.1 Claims Arising From Sole Acts or Omissions of County. County hereby agrees to defend and indemnify Contractor, its agents, officers and employees, from any claim, action or proceeding against Contractor, arising solely out of the acts or omissions of County in the performance of this Agreement. At its sole discretion, Contractor may participate at its own expense in the Parties defense of any claim, action or proceeding, but such participation shall not relieve County of any obligation imposed by this Agreement. Contractor shall notify County promptly of any claim, action or proceeding and cooperate fully in the defense. 10.2 Claims Arising From Sole Acts or Omissions of Contractor. Contractor hereby agrees to defend and indemnify County, its agents, officers and employees (hereafter collectively referred to in this paragraph as 'County') from any claim, action or proceeding against County, arising solely out of the acts or omissions of Contractor in the performance of this Agreement. At its sole discretion, County may participate at its own expense in the defense of any such claim, action or proceeding, but such participation shall not relieve Contractor of any obligation imposed by this Agreement. County shall notify Contractor promptly of any claim, action or proceeding and cooperate fully in the defense. 10.3 Claims Arising From Concurrent Acts or Omissions. County hereby agrees to defend itself, and Contractor hereby agrees to defend itself, from any claim, action or proceeding arising out of the concurrent acts or omissions of County and Contractor. In such cases, County and Contractor agree to retain their own legal counsel, bear their own defense costs, and waive their right to seek reimbursement of such costs, except as provided in paragraph 10.5 below. 10.4 Joint Defense. Notwithstanding paragraph 10.3 above, in cases where County and Contractor agree in writing to a joint defense, County and Contractor may appoint joint defense counsel to defend the claim, action or proceeding arising out of the concurrent acts or omissions of Contractor and County. Joint defense counsel shall be selected by mutual agreement of County and Contractor. County and Contractor agree to share the costs of such joint defense and any agreed settlement in equal amounts, except as provided in paragraph 10.5 below. County and Contractor further agree that neither party may bind the other to a settlement agreement without the written consent of both County and Contractor. H&H Gov Service Agreement National City Agreement - Page 8 of 13 Rev October 2006 COUNTY AGREEMENT NUMBER (Insert Number) AGREEMENT WITH NATIONAL CITY FOR PARTICIPATION IN CITIES READINESS INITITIVE, FIRST RESPONDER MASS PROPHYLAXIS PLAN 10.5 Reimbursement and/or Reallocation. Where a trial verdict or arbitration award allocates or determines the comparative fault of the parties, County and Contractor may seek reimbursement and/or reallocation of defense costs, settlement payments, judgments and awards, consistent with such comparative fault. 10.6 Insurance. Prior to execution of this Agreement, Contractor must obtain at its own cost and expense, and keep in force and effect during the term of this Agreement, including all extensions, the insurance specified in Exhibit "B," "Insurance Requirements," attached hereto. ARTICLE 11 AUDIT AND INSPECTION OF RECORDS The County shall have the audit and inspection rights described in this section. 11.1 Audit And Inspection. Contractor agrees to maintain and/or make available within San Diego County accurate books and accounting records relative to all its activities under this Agreement. Authorized Federal, State or County representatives shall have the right to monitor, assess, or evaluate Contractor's performance pursuant to this Agreement, said monitoring, assessments, or evaluations to include but not limited to audits, inspection of premises, reports, and interviews of project staff and participants. At any time during normal business hours and as often as County may deem necessary, Contractor shall make available to County, State or Federal officials for examination all of its records with respect to all matters covered by this Agreement and will permit County, State or Federal officials to audit, examine and make excerpts or transcripts from such records, and to make audits of all invoices, materials, payrolls, records of personnel, information regarding clients receiving services, and other data relating to all matters covered by this Agreement. If any services performed hereunder are not in conformity with the specifications and requirements of this Agreement, County shall have the right to require the Contractor to perform the services in conformity with said specifications and requirements at no additional increase in total Agreement amount. When the services to be performed are of such nature that the difference cannot be corrected, County shall have the right to (1) require Contractor immediately to take all necessary steps to ensure future performance of the services in conformity with requirements of the Agreement, and (2) reduce the Agreement price to reflect the reduced value of the services performed. In the event Contractor fails to perform the services promptly or to take necessary steps to ensure future performance of the service in conformity with the specifications and requirements of the Agreement, County shall have the right to either (1) by Agreement or to otherwise have the services performed in conformity with the Agreement specifications and charge to Contractor any cost occasioned to County that is directly related to the performance of such services, or (2) terminate this Agreement for default as provided in the Termination clause, 11.2 Cost or Pricing Data. If the Contractor submitted cost or pricing data in connection with the pricing of this Agreement or any change or modification thereto, unless such pricing was based on adequate price competition, established catalog or market prices of commercial items sold in substantial quantities of the general public, or prices set by law or regulation, the Contracting Officer or his representatives who are employees of the County or its agent shall have the right to examine all books, records, documents and other data of the Contractor related to the negotiation pricing or performance of such Agreement, change or modification, for the purpose of evaluating the accuracy, completeness and currency of the cost or pricing data submitted. 11.3 Availability. The materials described above shall be made available at the office of the Contractor, at all reasonable times, for inspection, audit or reproduction, until the expiration of three (3) years from the date of fmal payment under this Agreement, or by section 11.3.1 and 11,3.2, below: 11.3.1 If this Agreement is completely or partially terminated, the records relating to the work terminated shall be made available for a period of three (3) years from the date of any resulting final settlement. 11.3.2 Record which relate to appeals under the "Disputes" clause of this Agreement, or litigation or the settlement of claims arising out of the performance of this Agreement, shall be made available until such appeals, litigation, or claims have been disposed of, or three years after Agreement completion, whichever is longer. 11.4 Subcontracts. The Contractor shall insert a clause containing all the provisions of this Article 11 in all subcontracts hereunder except altered as necessary for proper identification of the Contracting parties and the Contracting officer under the County's prime Agreement. ARTICLE 12 INSPECTION OF SERVICE 12.1 Subiect to Inspection. All performance (including services, materials, supplies and equipment furnished or utilized in the performance of this Agreement, and workmanship in the performance of services) shall be subject to inspection and test by the County at all times during the term of this Agreement. Contractor shall cooperate with any inspector assigned by H&H Gov Service Agreement National City Agreement - Page 9 of 13 Rev October 2006 COUNTY AGREEMENT ER (Insert Number) AGREEMENT WITH NATIONAL CITY FOR PARTICIPATION IN CITIES READINESS INITITIVE, FIRST RESPONDER MASS PROPHYLAXIS PLAN the County to permit the inspector to determine whether Contractor's performance conforms to the requirements of this Agreement. County shall perform such inspection in a manner as not to unduly interfere with Contractor's performance. 12.2 Specification and Requirements. If any services performed by Contractor do not conform to the specifications and requirements of this Agreement, County may require Contractor to re -perform the services until they conform to said specifications and requirements, at no additional cost, and County may withhold payment for such services until Contractor correctly performs them. When the services to be performed are of such a nature that Contractor's cannot correct its performance, the County shall have the right to (1) require the Contractor to immediately take all necessary steps to ensure future performance of services conforms to the requirements of this Agreement, and (2) reduce the Agreement price to reflect the reduced value of the services received by County. In the event Contractor fails to promptly re -perform the services or to take necessary steps to ensure that future performance of the service conforms to the specifications and requirements of this Agreement, the County shall have the right to either (1) without terminating this Agreement, have the services performed, by Agreement or otherwise, in conformance with the specifications of this Agreement, and charge Contractor, and/or withhold from payments due to Contractor, any costs incurred by County that are directly related to the performance of such services, or (2) terminate this Agreement for default. ARTICLE 13 USE OF DOCUMENTS AND REPORTS 13.1 Findings Confidential. Any reports, information, data, etc., given to or prepared or assembled by Contractor under this Agreement which the County requests to be kept as confidential shall npt be made available to any individual or organization by the Contractor without the prior written approval of the County. 13.2 Ownership, Publication, Reproduction And Use Of Material. All reports, studies, information, data, statistics, forms, designs, plans, procedures, systems, and any other material or properties produced under this Agreement shall be the sole and exclusive property of County. No such materials or properties produced in whole or in part under this Agreement shall be subject to private use, copyright or patent right by Contractor in the United States or in any other country without the express written consent of County. County shall have unrestricted authority to publish, disclose, distribute and other- wise use, copyright or patent, in whole or in part, any such reports, studies, data, statistics, forms or other materials or properties produced under this Agreement. 13.3 Confidentiality. County and Contractor agree to maintain confidentiality of any information regarding applicants, project participants or their immediate families which may be obtained through application forms, interviews, tests, reports, from public agencies or counselors or any other source. Without the written permission of the applicant or participant, such information shall be divulged only as necessary for purposes related to the audit and evaluation of the Agreement and then only to persons having responsibilities under the Agreement, including those furnishing services to Project under subcontract. County and Contractor agree that all information and records obtained in the course of providing services to project clients shall be subject to confidentiality and disclosure provisions of applicable Federal and State statutes and regulations adopted pursuant thereto. However, at County's request, Contractor shall permit County access to all records and information regarding the project and confidentiality shall not be a bar to County's access to all records and information. 13.4 Maintenance Of Records. Contractor shall maintain and keep available all records within the County of San Diego for a minimum of three (3) years from the ending date of this Agreement unless County agrees in writing to an earlier disposition. 13.5 Custody Of Records. County, at its option, may take custody of Contractor's client records upon Agreement termination or at such other time as County may deem necessary. County agrees that such custody and disclosure will conform to applicable confidentiality provisions of State and Federal law. Said records shall be kept by County in an accessible location within San Diego County and shall be available to Contractor for examination and inspection. 13.6 Audit Requirement. Contractors shall annually engage a Licensed Certified Public Accountant to conduct an annual audit of their agency's operations. Contractors that expend $300,000 or more of federal grant funds per year shall have an audit conducted in compliance with Government Auditing Standards, which includes Single Audit Act Amendments, Public Law 104-156, and OMB Circular A-133. Contractor shall include a clause in any Agreement or agreement Contractor enters into with an audit firm to provide access by the County, State, Federal Government to the working papers of the independent auditor who prepare the audit for Contractor. Contractor shall submit when requested two (2) copies of the annual report and the (management letter) optional depending on statement of work to the County no later than fifteen (15) days after receipt from the independent Certified Public Accountant. 13.7 Reports. Contractor shall submit reports required in Exhibit A and additional reports as may be requested by the COTR and agreed to by the Contractor. Format for the content of such reports may be developed by County. The timely H&H Gov Service Agreement National City Agreement - Page 10 of 13 Rev October 2006 COUNTY AGREEMENT NUMBER (Insert Number) AGREEMENT WITH NATIONAL CITY FOR PARTICIPATION IN CITIES READINESS INITITIVE, FIRST RESPONDER MASS PROPHYLAXIS PLAN submission of these reports is a necessary and material term and condition of this Agreement, and Contractor agrees that failure to meet specified deadlines will be sufficient cause to withhold payment. Contractor shall submit to County within thirty (30) days of the termination of this Agreement a report detailing all work done pursuant to this Agreement by Contractor. 13.8 Evaluation Studies. Contractor shall participate as requested by the County in research and/or evaluative studies designed to show the effectiveness and/or efficiency of Contractor services or to provide information about Contractor's project. ARTICLE 14 (RESERVED) ARTICLE 15 DISPUTES 15.1 In the event of any dispute arising out of or relating to this Agreement, the parties shall first attempt in good faith to resolve the dispute mutually between them. If unable to do so, then all matters in controversy shall be submitted to mediation. The parties shall select a mutually agreeable mediator within thirty (30) days of the request for mediation. Should the parties fail to resolve all of the matters in controversy at mediation, the parties may seek a judicial determination of the controversy. 15.2 The "Disputes" clause does not preclude consideration of legal questions in connection with decisions provided for in paragraph 15.1 above. Nothing in this Agreement shall be construed as making final the decision of any administrative official, representative, or board on a question of law. ARTICLE 16 GENERAL PROVISIONS 16.1 Assignment and Subcontracting. Contractor shall not assign any interest in this Agreement, and shall not transfer any interest in the same (whether by assignment or novation), without the prior written consent of the County; County's consent shall not be unreasonably withheld.. The Contractor shall make no Agreement with any party for furnishing any of the work or services herein contained without the prior written prior concurrence of the COTR. 16.2 Contingency. This Agreement shall bind the County only following its approval by the Board of Supervisors or when signed by the Purchasing and Contracting Deputy Director. 16.3 Entire Agreement. This Agreement, together with all Sections attached hereto and other agreements expressly referred to herein, constitute the entire agreement between the parties with respect to the subject matter contained herein. All prior or contemporaneous agreements, understandings, representations, warranties and statements, oral or written, including any proposals from Contractor and requests for proposals from County, are superseded. 16.4 Sections and Exhibits. All sections and exhibits referred to herein are attached hereto and incorporated by reference. 16.5 Further Assurances. Parties agree to perform such further acts and to execute and deliver such additional documents and instruments as may be reasonably required in order to carry out the provisions of this Agreement and the intentions of the parties. 16.6 Governing Law. This Agreement shall be governed, interpreted, construed and enforced in accordance with the laws of the State of California. 16.7 Headings. The Article captions, Clause and Section headings used in this Agreement are inserted for convenience of reference only and are not intended to define, limit or affect the construction or interpretation of any term or provision hereof. 16.8 Modification; Waiver. Except as otherwise provided in Article 6, "Changes," above, no modification, waiver, amendment or discharge of this Agreement shall be valid unless the same is in writing and signed by both parties. 16.9 Neither Party Considered Drafter. Despite the possibility that one party may have prepared the initial draft of this Agreement or played the greater role in the physical preparation of subsequent drafts, neither party shall be deemed the drafter of this Agreement and that, in construing this Agreement in case of any claim that any provision hereof may be ambiguous, no such provision shall be construed in favor of one party on the ground that such provision was drafted by the other. 16.10 No Other Inducement. The making, execution and delivery of this Agreement by the parties hereto has been induced by no representations, statements, warranties or agreements other than those expressed herein. H&H Gov Service Agreement National City Agreement - Page 11 of 13 Rev October 2006 COUNTY AGREEMENT NUMBER (Insert Number) AGREEMENT WITH NATIONAL CITY FOR PARTICIPATION IN CITIES READINESS INITITIVE, FIRST RESPONDER MASS PROPHYLAXIS PLAN 16.11 Notices. Notice to either party shall be in writing and either personally delivered or sent by certified mail, postage prepaid, return receipt requested, addressed to the party to be notified at the address specified herein. Any such notice shall be deemed received on the date of personal delivery to the party (or such party's authorized representative) or three (3) business days after deposit in the U.S. Mail, as the case may be to the COTR and Contractor's Representative identified on the signature page. 16.12 Severability. If any term, provision, covenant or condition of this Agreement is held to be invalid, void or otherwise unenforceable, to any extent, by any court of competent jurisdiction, the remainder of this Agreement shall not be affected thereby, and each term, provision, covenant or condition of this Agreement shall be valid and enforceable to the fullest extent permitted by law. 16.13 Successors. Subject to the limitations on assignment set forth in Clause 16.1 above, all terms of this Agreement shall be binding upon, inure to the benefit of, and be enforceable by the parties hereto and their respective heirs, legal representatives, successors, and assigns. 16.14 Time. Time is of the essence of each provision of this Agreement. 16.15 Time Period Computation. All periods of time referred to in this Agreement shall include all Saturdays, Sundays and state or national holidays, unless the period of' time specifies business days, provided that if the date or last date to perform any act or give any notice or approval shall fall on a Saturday, Sunday or State or national holiday, such act or notice may be timely performed or given on the next succeeding day which is not a Saturday, Sunday or State or national holiday. 16.16 Waiver. The waiver by one party of the performance of any term, provision, covenant or condition shall not invalidate this Agreement, nor shall it be considered as a waiver by such party of any other term, provision, covenant or condition. Delay by any party in pursuing any remedy or in insisting upon full performance for any breach or failure of any term, provision, covenant or condition shall not prevent such party from later pursuing remedies or insisting upon full performance for tiie same or any similar breach or failure. 16.17 Third Party Beneficiaries Excluded. This agreement is intended solely for the benefit of the County and its Contractor. Any benefit to any third party is incidental and does not confer on any third party to this Agreement any rights whatsoever regarding the performance of this Agreement. Any attempt to enforce provisions of this Agreement by third parties is specifically prohibited. 16.18 Publicity Announcements and Materials. All public announcements, including those issued on Contractor letterhead, and materials distributed to the community shall identify the County of San Diego as the funding source for Contracted programs identified in this Agreement. Copies of publicity materials related to Contracted programs identified in this Agreement shall be filed with the COTR. County shall be advised at least 24 hours in advance of all locally generated press releases and media events regarding Contracted services identified in this Agreement. 16.19 Critical Incidents Contractor shall have written plans or protocols and provide employee training for handling critical incidents involving instances of violence or threat of violence directed toward staff or clients, breach of confidentiality, fraud, unethical conduct, or instances of staff or client drug and/or alcohol use at the program. Contractor shall report all such incidents to the COTR within one work day of their occurrence. H&H Gov Service Agreement National City Agreement - Page 12 of 13 Rev October 2006 COUNTY AGREEMENT NUMBER FlhseffNuuIrrber) it PI q J AGREEMENT WITH NATIONAL CITY FOR PARTICIPATION IN CITIES READINESS INITITIVE, FIRST RESPONDER MASS PROPHYLAXIS PLAN SIGNATURE PAGE e" VA ii tl• AGREEMENT TERM. This Agreement shall be effective this Is` day of 3stitia>y,2007 ("Effective Date") and end on August 30, 2007 ("Initial Term") for a total Agreement period of eight months. OPTION TO EXTEND. The County's option to extend is for four increments of one year each for a total of four years beyond the expiration of the Initial Term, not to exceed August 30, 2011, pursuant to Exhibit C Payment Schedule. Unless County notifies Consultant in writing, not less than 30 days prior to the expiration date that they do not intend to renew the Contract; the Contract will be automatically renewed for another year. Options To Extend For One To Six Additional Months At End Of Agreement. County shall also have the option to extend the term of this Agreement in one or more increments for a total of no less than one (1) and no more than six (6) calendar months at the discretion of the County Purchasing and Contracting Director. Each extension shall be effected by written unilateral Agreement amendment delivered to Contractor no less than fifteen (15) calendar days prior to expiration of any Agreement term. The rates set forth in Article 4, Exhibit C, or other pricing section of this Agreement shall apply to any option exercised pursuant to this option clause unless provision for appropriate price adjustment has been made elsewhere in this Agreement or by Agreement amendment. All payments are subject to "Availability of Funds." COMPENSATION. Pursuant to Exhibit C, County agrees to pay Contractor a sum not to exceed sixty thousand dollars ($60,000) for the initial term of this Agreement in accordance with the method of payment stipulated in Article 4. COTR. The County has designated the following individual as the Contracting Officer's Technical Representative ("COTR") Carmel J. Angelo, Acting Director Emergency Medical Services 6255 Mission Gorge Road San Diego, CA 92120 (619) 285-6539, (619) 285-6531 and email Carmel.angelo@sdcounty.ca.gov CONTRACTOR'S REPRESENTATIVE. The Contractor has designated the following individual as the Contractor's Representative. Chris Zapata, City Manager or Designee National City 1243 National City Boulevard National City, CA 91950 Phone (619) 336-4240 fax (619) 336-4327 email czapata@ci.national-city.ca.us IN WITNESS WHEREOF, County and Contractor have executed this Agreement effective as of the date first set forth above Date: By: COUNTY OF SAN DIEGO WINSTON F.L, Director Department ofPurchasin. and Contracting o By: al City on Morrison, Mayor '`- Date: ///(P/Q7 APPROVED AS TO FORM AND LEGALITY Senior De uty o Lnty Counsel H&H Gov Service Agreement National City �-P Date: / J p Agreement - Page 13 of 13 Rev October 2006 COUNTY OF SAN DIEGO CONTRACT AGREEMENT WITH NATIONAL CITY FOR CITIES READINESS INITIATIVE ACTIVITIES EXHIBIT A — STATEMENT OF WORK 1 Scope of Work/Purpose Contractor shall participate in exercises and training annually pertaining to the Contractor's specific Cities Readiness Initiative (CRI) emergency distribution and dispensing plan ("Plan") for the Strategic National Stockpile (SNS) program. The SNS is a federally owned cache of pharmaceuticals and vaccines required during certain public health emergencies (bioterrorism or naturally occurring). These annual trainings and exercises may include participation in exercises with of other agencies or development of a functional exercise or drill that pertains specifically to distribution and dispensing functions of the Contractor's Plan. This plan must be designed to assure that the National City first responders and their households will be provided with appropriate preventive pharmaceuticals (prophylaxis) with 48 hours of the decision to do so. Contractor shall assist the County by completing an After Action Report (AAR) and revising the Contractor's Plan to include the AAR recommendations for improvement and updates required. The AAR and revised Plan will be provided to the County no later than August 30, 2007 and preferably earlier. Depending on funding and the specific project, a project manager with a separate contract with the County may assist the County and the City with the coordination and completion of the contract's deliverables. 2 Background The dispensing of antibiotics and /or vaccines to thousands of individuals requires advanced emergency preparedness planning on the organizational and structural level, as well as the identification of necessary personnel and physical resources. The National Centers for Disease Control and Prevention (CDC) and the Office of Emergency Preparedness (OEP) with the US Department of Health and Human Services played a major role in the East Coast prophylaxis efforts for anthrax. The State of Califomia has a Memorandum of Agreement (MOA) with the CDC for receipt, distribution and dispensing of the SNS. However, any state, region, or local jurisdiction must face the possibility that federal resources may not be available to assist if multiple areas require assets simultaneously. Structured and organized planning at the local level will help ensure a coordinated response effort that will protect the health and safety of its residents as well as foster confidence in the public health system's ability to respond to an emergency. When a suspected or confirmed act of bioterrorism (or naturally occurring public health emergency) occurs, it may be necessary to initiate mass prophylaxis operations. The County Public Health Officer (PHO) is responsible for the overall management of emergency public health services within the Operational Area during such an event. Exhibit A SOW National City Page 1 of4 COUNTY OF SAN DIEGO CONTRACT AGREEMENT WITH NATIONAL CITY FOR CITIES READINESS INITIATIVE ACTIVITIES EXHIBIT A — STATEMENT OF WORK 3 Goal The goal of this project is to update and revise the Contractor's executable Cities Readiness Initiative (CRI) Distribution and Dispensing Plan based on actual performance of those persons who will be called upon to respond to the activation of this Plan. Exercise and Training evaluation, the After Action Report Improvement Plan and corrective actions must be included as part of Plan revisions and the Contractor must ensure that the plan meets County, CDC and CDHS SNS and CRI guidelines, with procedurally specific steps to provide oral medications and to track distribution and dispensing of the pharmaceuticals to the National City first responder, critical services employees and their households. Priority focus should be on training and drilling the National City EMS, fire, law enforcement and critical city services, then expanding the training and drilling to other members of the City's workforce. 4 Contractor Work Plan/Timelines 4.1 Within 15 days of contract execution, Contractor will develop a detailed Work plan with timelines to ensure completion of this Statement of Work no later than August 30, 2007 and preferably earlier. 5 General Requirements 5.1 Contractor shall ensure that appropriate City officials and first responder and other designated staff attend planning meeting(s) with the County to begin framing the project. Subsequently, Contractor shall provide a written monthly status update report to the County to discuss progress in completing project deliverables. 5.2 Contractor shall work in collaboration with the County. Specifically, Contractor shall: 5.2.1 Develop the composition of the planning team; 5.2.2 Evaluate and determine changes in individual roles and responsibilities for City staff that would be involved in implementing the Distribution and Dispensing Plan in an emergency; 5.2.3 Evaluate appropriate alternatives/options; 5.2.4 Determine risks and mitigating actions; 5.2.5 Review current AAR Improvement Plan 5.2.6 Provide written recommendations; 5.2.7 Implement corrective actions; Exhibit A SOW National City Page 2 of 4 COUNTY OF SAN DIEGO CONTRACT AGREEMENT WITH NATIONAL CITY FOR CITIES READINESS INITIATIVE ACTIVITIES EXHIBIT A — STATEMENT OF WORK 5.2.8 Prepare a monthly written project status report that is due to the County by the first week of the following month until the project is completed. Meeting minutes or summaries with signed attendance rosters will suffice for this deliverable. 6 Snecific Requirements 6.1 Contractor shall provide a final draft of a revised executable CRI Distribution and Dispensing Plan for the SNS by August 30, 2007 and preferably earlier. Depending on funding and the specific project, a project manager with a separate contract with the County may assist the Contractor with this deliverable. Plan components include the following: 6.1.1 Tactical communication requirements 6.1.2 Distribution/dispensing strategies 6.1.3 Altemate dispensing methodologies 6.1.4 Tracking requirements and responsibilities 6.1.5 Security Requirements 6.1.6 Command and Control 6.1,7 Organizational chart including all key City personnel and roles in executing the Plan. 6.1.8 Ability to activate Plan within twelve (12) hours of notice and be operational 24/7 until emergency is over. 6.1.9 Initial and recurrent training/exercise requirements. 6,1.10 Identification of resources outside the City of National City that are required to execute the Plan and development of formal Memorandum of Agreements to secure those resources when needed. 6.1.11 Corrective action or revisions made based on AAR Improvement Plan or training evaluations. Contractor shall provide written comments/recommendations to the County so that the final draft of the CRI Distribution and Dispensing Plan (Deliberative Process) is completed no later than August 30, 2007. The final draft shall incorporate information learned and contained in the After Action Report/Improvement Plan discussed below. 7 Exercise 7.1 Contractor will participate in one functional exercise or drill provided by another agency if it is related to the CRI distribution or dispensing plan, OR Exhibit A SOW National City Page 3 of 4 COUNTY OF SAN DIEGO CONTRACT AGREEMENT WITH NATIONAL CITY FOR CITIES READINESS INITIATIVE ACTIVITIES EXHIBIT A — STATEMENT OF WORK 7.2 If no exercise is available by another agency or the Contractor requests Exhibit A SOW National City the Contractor shall design its own CRI exercise with a County provided Project Manager with a separate contract with the County. 7.2.1 Contractor shall ensure that key City staff participates in two planning conferences with the County provided Project Manager and the County to design a functional exercise (FE) or drill simulating activation of the CRI Distribution and Dispensing Plan. 7.2.2 Contractor shall ensure that key City staff participates in the FE or drill. 7.2.3 Contractor shall ensure that FE or drill participants provide input into the After Action Report/Improvement Plan. Key City staff shall participate in the After Action Report/Improvement Plan conference to discuss FE or drill results. Contractor shall provide the County with written comments/recommendations pertaining to the After Action Report/Improvement Plan. Page 4 of 4 COUNTY CONTRACT NUMBER (Insert Number) AGREEMENT WITH NATIONAL CITY FOR PARTICIPATION IN CITIES READINESS INITITIVE, FIRST RESPONDER MASS PROPHYLAXIS PLAN EXHIBIT B — INSURANCE AND BONDING REQUIREMENTS ARTICLE 1 INSURANCE REQUIREMENTS FOR CONTRACTORS Without limiting Contractor's indemnification obligations to County, Contractor shall provide at its sole expense and maintain for the duration of this contract, or as may be further required herein, insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder and the results of the work by the Contractor, his agents, representatives, employees or subcontractors. 1. Minimum Scone of Insurance Coverage shall be at least as broad as: A. Commercial General Liability, Occurrence form, Insurance Services Office form CG0001. B. Automobile Liability covering all owned, non owned, hired auto Insurance Services Office form CA0001. C. Workers' Compensation, as required by State of California and Employer's Liability Insurance. 2. Minimum Limits of Insurance Contractor shall maintain limits no less than: A. Commercial General Liability including Premises, Operations, Products and Completed Operations, Contractual Liability, and Independent Contractors Liability: $1,000,000 per occurrence for bodily injury, personal injury and property damage. The General Aggregate limit shall be $2,000,000. B. Automobile Liability: $1,000,000 each accident for bodily injury and property damage. C. Employer's Liability: $1,000,000 each accident for bodily injury or disease. Coverage shall include waiver of subrogation endorsement in favor of County of San Diego. D. Professional Liability: $1,000,000 per claim with an aggregate limit of not less than $2,000,000. Any self -retained limit shall not be greater than $25,000 per occurrence/event without County's Risk Manager's approval. Coverage shall include contractual liability coverage. If policy contains one or more aggregate limits, a minimum of 50% of any such aggregate limit must remain available at all times; if over 50% of any such aggregate limit has been paid or reserved, County will require additional coverage to be purchased by Contractor to restore the required limits. This coverage shall be maintained for a minimum of two years following termination of completion of Contractor's work pursuant to the Contract. a. Sexual Misconduct coverage including, but not limited to, coverage for negligent supervision and hiring required if Contractor provides and/or engages direct services to minors, 3. Deductibles and Self -Insured Retentions Any deductible or self -insured retention must be declared to and approved by the County's Risk Manager. At the option of the County, either: the insurer shall reduce or eliminate such deductibles or self -insured retentions as respects the County, the members of the Board of Supervisors of the County and the officers, agents, employees and volunteers; or the Contractor shall provide a financial guarantee satisfactory to the County guaranteeing payment of' losses and related investigations, claim administration, and defense expenses. 4. Other Insurance Provisions The general liability and automobile liability policies are to contain, or be endorsed to contain the following provisions: A. Additional Insured gndorsement Any general liability policy provided by Contractor shall contain an additional insured endorsement applying coverage to the County of San Diego, the members of the Board of Supervisors of the County and the officers, agents, employees and volunteers of the County, individually and collectively. National City Exhibit 1 of3 5/2/02 COUNTY CONTRACT NUMBER (Insert Number) AGREEMENT WITH NATIONAL. CITY FOR PARTICIPATION IN CITIES READINESS INITITIVE, FIRST RESPONDER MASS PROPHYLAXIS PLAN EXHIBIT B — INSURANCE AND BONDING REQUIREMENTS B. Primary Insurance Endorsement For any claims related to this Contract, the Contractor's insurance coverage shall be primary insurance as respects the County, the members of the Board of Supervisors of the County and the officers, agents, employees and volunteers of the County, individually and collectively. Any insurance or self-insurance maintained by the County, its officers, officials, employees, or volunteers shall be excess of the Contractor's insurance and shall not contribute with it. C. Notice of Cancellation Each required insurance policy shall be endorsed to state that coverage shall not be canceled by either party, except after thirty (30) days' prior written notice by certified mail, return receipt requested, has been given to the County at the address shown in section of Contract entitled "Notices". D. Severability of Interest clause Coverage applies separately to each insured, except with respect to the limits of liability, and that an act or omission by one of the named insureds shall not reduce or avoid coverage to the other named insureds. GENERAL PROVISIONS 5. Qualifying Insurers All required policies of insurance shall be issued by companies which have been approved to do business in the State of California by the State Department of Insurance, and which hold a current policy holder's alphabetic and financial size category rating of not less than A-, VII according to the current Best's Key Rating guide, or a company of equal financial stability that is approved in writing by County's Risk Manager. 6. Evidence of Insurance Prior to commencement of this Contract, but in no event later than the effective date of the Contract, Contractor shall furnish the County with certificates of insurance and amendatory endorsements effecting coverage required by this clause. Contractor shall furnish certified copies of the actual required insurance policies within thirty days after commencement of Contract. Thereafter, copies of renewal policies, certificate and amendatory endorsements shall be furnished to County within thirty days of the expiration of the term of any required policy. Contractor shall permit County at all reasonable times to inspect any policies of insurance, which Contractor has not delivered to County. 7. Failure to Obtain or Maintain Insurance; County's Remedies Contractor's failure to provide insurance specified or failure to furnish certificates of insurance, amendatory endorsements and certified copies of policies, or failure to make premium payments required by such insurance, shall constitute a material breach of the Contract, and County may, at its option, terminate the Contract for any such default by Contractor. 8. No Limitation of Obligations The foregoing insurance requirements as to the types and limits of insurance coverage to be maintained by Contractor, and any approval of said insurance by the County are not intended to and shall not in any manner limit or qualify the liabilities and obligations otherwise assumed by Contractor pursuant to the Contract, including, but not limited to, the provisions concerning indemnification. 9. Review of Coverage County retains the right at any time to review the coverage, form and amount of insurance required herein and may require Contractor to obtain insurance reasonably sufficient in coverage, form and amount to provide adequate protection against the kind and extent of risk which exists at the time a change in insurance is required. 10. Self -Insurance Contractor may, with the prior written consent of County's Risk Manager, fulfill some or all of the insurance requirements contained in this Contract under a plan of self-insurance. Contractor shall only be permitted to utilize such self-insurance if in the opinion of County's Risk Manager, Contractor's (i) net worth, and (ii) reserves for payment of claims of liability against Contractor, are sufficient to adequately compensate for the lack of other insurance coverage required by this Contract. Contractor's utilization of self-insurance shall not in any way limit liabilities assumed by Contractor under the Contract. National City Exhibit B 2 of 3 5/2/02 COUNTY CONTRACT NUMBER (Insert Number) AGREEMENT WITH NATIONAL CITY FOR PARTICIPATION IN CITIES READINESS INITITIVE, FIRST RESPONDER MASS PROPHYLAXIS PLAN EXHIBIT B — INSURANCE AND BONDING REQUIREMENTS 11. Claims Made Coverage If coverage is written on a "claims made" basis, the Certificate of Insurance shall clearly so state. In addition to the coverage requirements specified above, such policy shall provide that: A. The policy retroactive date coincides with or precedes Contractor's commencement or work under the Contract (including subsequent policies purchased as renewals or replacements). B. Contractor will make every effort to maintain similar insurance during the required extended period of coverage following expiration of the Contract, including the requirement of adding all additional insureds. C. If insurance is terminated for any reason, Contractor shall purchase an extended reporting provision of at least two years to report claims arising in connection with the Contract. D. The policy allows for reporting of circumstances or incidents that might give rise to future claims. 12. Subcontractors' Insurance Contractor shall require that any and all Subcontractors hired by Contractor are insured in accordance with this Contract. If any Subcontractors coverage does not comply with the foregoing provisions, Contractor shall defend and indemnify the County from any damage, loss, cost or expense, including attorney fees, incurred by County as a result of Subcontractors failure to maintain required coverage. 13. Waiver of Subroeation Contractor and County release each other, and their respective authorized representatives, from any Claims (as defined in the Article entitled "Indemnity" of the Pro Forma Contract), but only to the extent that the proceeds received from any policy of insurance carried by County or Contractor, other than any self-insurance, covers any such Claim or damage. Included in any policy or policies of insurance provided by Contractor hereunder shall be a standard waiver of rights of Subrogation against County by the insurance company issuing said policy or policies. National City Exhibit B 3 of 3 5/2/02 COUNTY OF SAN DIEGO CONTRACT AGREEMENT WITH NATIONAL CITY FOR CITIES READINESS INITIATIVE ACTIVITIES EXHIBIT C- PAYMENT SCHEDULE 1. Payment of Services under Exhibit A Statement of Work will be paid the following fixed amounts after County review and acceptance: Administrative Adjustments: COTR may adjust the due date of the deliverable below, if the reasons for such modifications are acceptable. Statement of Work Deliverable Fixed Price Payment Work Plan/Timeline $8,000 Monthly Project Status Report Jan 2007 $1,000 Feb 2007 $1,000 Mar 2007 $1,000 April 2007 $1,000 May 2007 $1,000 June 2007 $1,000 SNS/CRI Exercise IPC $ 8,000 FPC $ 8,000 Exercise/Drill $10,000 Final Draft After Action Report/Improvement Plan $10,000 Final Draft Revised Distribution/Dispensing Plan $10,000 Total Not to Exceed Payment Amount $ 60,000 Exhibit C Page 1 of 2 National City COUNTY OF SAN DIEGO CONTRACT AGREEMENT WITH NATIONAL CITY FOR CITIES READINESS INITIATIVE ACTIVITIES EXHIBIT C— PAYMENT SCHEDULE 2. INVOICES Invoices shall be submitted to the following address: Public Health Services 6255 Mission Gorge Road San Diego, CA 92120 ATTN: Lorraine Ona Invoices must contain the following certifications: I certify, under penalty of perjury under the laws of the State of California, that no employee providing services under the"terms and conditions of this contract is currently listed on the GSA Excluded Parties Listing or the OIG List of Excluded Individuals/Entities. I also certij) that the above services were performed in accordance with the Agreement. Authorized Representative: Printed Name and Signature Date Signed Telephone and Fax Number Exhibit C Page 2 of 2 National City RESOLUTION NO. 2007 — 9 RESOLUTION OF THE CITY COUNCIL OF THE CITY OF NATIONAL CITY AUTHORIZING THE MAYOR TO EXECUTE AN AGREEMENT WITH THE COUNTY OF SAN DIEGO FOR PARTICIPATION IN THE CITIES READINESS INITIATIVE, FIRST RESPONDER MASS PROPHYLAXIS PLAN WHEREAS, the Strategic National Stockpile (SNS) is a federally owned cache of pharmaceuticals and vaccines required during certain public health emergencies (bioterrorism or naturally occurring); and WHEREAS, structured and organized plans at the local level will help ensure a coordinated response effort -that will protect the health and safety of its citizens as well as foster confidence in the public health systems ability to respond to an emergency; and WHEREAS, the Cities Readiness Initiative, First Responder Mass Prophylaxis Plan must be designed to assure that National City first responders and their households will be provided with appropriate preventive pharmaceuticals (prophylaxis) within 48 hours of the decision to do so; and WHEREAS, an Agreement with San Diego County is required for National City to participate in the San Diego County Full Scale Exercise scheduled for March 2007, and in exchange the City will receive $60,000 to be divided between the National City Fire and Police Departments for disaster preparedness. NOW, THEREFORE, BE IT RESOLVED that the City Council hereby authorizes the Mayor to execute an Agreement with the County of San Diego for participation in the Cities Readiness Initiative, First Responder Mass Prophylaxis Plan. Said Agreement is on file in the office of the City Clerk. PASSED and ADOPTED this 16th day of January 07. ATTEST: Mich, ity Clerk el R. Dalla APPROVED AS TO FORM: George H. Eiser, III City Attorney on Morrison, Mayor Passed and adopted by the Council of the City of National City, California, on January 16, 2007, by the following vote, to -wit: Ayes: Councilmembers Morrison, Natividad, Parra, Ungab, Zarate. Nays: None. Absent: None. Abstain: None. AUTHENTICATED BY: RON MORRISON Mayor of the City of National City, California �44 City CI@rk of the City of National City, California By: Deputy I HEREBY CERTIFY that the above and foregoing is a full, true and correct copy of RESOLUTION NO. 2007-9 of the City of National City, California, passed and adopted by the Council of said City on January 16, 2007. City Clerk of the City of National City, California By: Deputy ca006 City of National City, California COUNCIL AGENDA STATEMENT 7 MEETING DATE January 16, 2007 AGENDA ITEM NO. ITEM TITLE RESOLUTION OF THE CITY COUNCIL OF THE CITY OF NATIONAL CITY AUTHORIZING THE MAYOR TO SIGN AN AGREEMENT WITH THE COUNTY OF SAN DIEGO FOR PARTICIPATION IN THE CITIES READINESS INITIATIVE, FIRST RESPONDER MASS PROPHYLAXIS PLAN PREPARED BY Walter Amedee vt/C7 DEPARTMENT Fire/Police Homeland Security Manager EXPLANATION The Strategic National Stockpile (SNS) is a federally owned cache of pharmaceuticals and vaccines required during certain public health emergencies (bioterrorism or naturally occurring). Structured and organized plans at the local level will help ensure a coordinated response effort that will protect the health and safety of its citizens as well as foster confidence in the public health system's ability to respond to an emergency. This plan must be designed to assure that National City first responders and their households will be provided with appropriate preventive pharmaceuticals (prophylaxis) within 48 hours of the decision to do so. The City Manager's Office appointed a Steering Committee to assist the County Public Health Department and URS (Consultant) to complete a draft of National City's Cities Readiness Initiative, First Responder Mass Prophylaxis Plan by August 2006. National City will participate in the San Diego County Full Scale Exercise scheduled for March 2007. Upon completion of the exercise, a final draft of the Cities Readiness Initiative, First Responder Mass Prophylaxis Plan will be created no later than August 30, 2007. In exchange for completing Exhibit A - Statement of Work, National City will receive $60,000 to be divided between the City's Fire and Police Department for disaster preparedness. Environmental Review 1 N/A Approved By: C iiln 44a Financial Statement Finance'irector Minor impact; Cities Readiness Initiative, First Responder Mass Prophylaxis Plan requires staff time to finalize the plan, which will be reimbursed with $60,000 to be divided between the City's Fire and Police Department for disaster preparedness. Account No. .2 - 4/1- ql2- i 02 2 - 4IR- q12 - STAFF RECOMMENDATION Staff recommends the Mayor be u honze t gn t e agre ment with the County. Direct Staff to provide requested information necessary to finalize a First Responder Mass Prophylaxis Plan and request reimbursement for costs. BOARD / COMMISSION RECOMMENDATION ATTACHMENTS ( Listed Below) Resolution No. Agreement with National City for Participation in Cities Readiness Initiative, First Responder Mass Prophylaxis Plan Exhibit A — Statement of Work Exhibit B — Insurance and Bonding Requirements Exhibit C — Payment Schedule Resolution A-200 (9/99) COUNTY OF SAN DIEGO CONTRACT AGREEMENT WITH NATIONAL CITY FOR CITIES READINESS INITIATIVE ACTIVITIES EXHIBIT A — STATEMENT OF WORK 1 Scope of Work/Purpose Contractor shall participate in exercises and training annually pertaining to the Contractor's specific Cities Readiness Initiative (CRI) emergency distribution and dispensing plan ("Plan") for the Strategic National Stockpile (SNS) program. The SNS is a federally owned cache of pharmaceuticals and vaccines required during certain public health emergencies (bioterrorism or naturally occurring). These annual trainings and exercises may include participation in exercises with of other agencies or development of a functional exercise or drill that pertains specifically to distribution and dispensing functions of the Contractor's Plan. This plan must be designed to assure that the National City first responders and their households will be provided with appropriate preventive pharmaceuticals (prophylaxis) with 48 hours of the decision to do so. Contractor shall assist the County by completing an After Action Report (AAR) and revising the Contractor's Plan to include the AAR recommendations for improvement and updates required. The AAR and revised Plan will be provided to the County no later than August 30, 2007 and preferably earlier. Depending on funding and the specific project, a project manager with a separate contract with the County may assist the County and the City with the coordination and completion of the contract's deliverables. 2 Background The dispensing of antibiotics and /or vaccines to thousands of individuals requires advanced emergency preparedness planning on the organizational and structural level, as well as the identification of necessary personnel and physical resources. The National Centers for Disease Control and Prevention (CDC) and the Office of Emergency Preparedness (OEP) with the US Department of Health and Human Services played a major role in the East Coast prophylaxis efforts for anthrax. The State of California has a Memorandum of Agreement (MOA) with the CDC for receipt, distribution and dispensing of the SNS. However, any state, region, or local jurisdiction must face the possibility that federal resources may not be available to assist if multiple areas require assets simultaneously. Structured and organized planning at the local level will help ensure a coordinated response effort that will protect the health and safety of its residents as well as foster confidence in the public health system's ability to respond to an emergency. When a suspected or confirmed act of bioterrorism (or naturally occurring public health emergency) occurs, it may be necessary to initiate mass prophylaxis operations. The County Public Health Officer (PHO) is responsible for the overall management of emergency public health services within the Operational Area during such an event. Exhibit A SOW National City Page 1 of 4 COUNTY OF SAN DIEGO CONTRACT AGREEMENT WITH NATIONAL CITY FOR CITIES READINESS INITIATIVE ACTIVITIES EXHIBIT A — STATEMENT OF WORK 3 Goal The goal of this project is to update and revise the Contractor's executable Cities Readiness Initiative (CRI) Distribution and Dispensing Plan based on actual performance of those persons who will be called upon to respond to the activation of this Plan. Exercise and Training evaluation, the After Action Report Improvement Plan and corrective actions must be included as part of Plan revisions and the Contractor must ensure that the plan meets County, CDC and CDHS SNS and CRI guidelines, with procedurally specific steps to provide oral medications and to track distribution and dispensing of the pharmaceuticals to the National City first responder, critical services employees and their households. Priority focus should be on training and drilling the National City EMS, fire, law enforcement and critical city services, then expanding the training and drilling to other members of the City's workforce. 4 Contractor Work Plan/Timelines 4.1 Within 15 days of contract execution, Contractor will develop a detailed Work plan with timelines to ensure completion of this Statement of Work no later than August 30, 2007 and preferably earlier. 5 General Requirements 5.1 Contractor shall ensure that appropriate City officials and first responder and other designated staff attend planning meeting(s) with the County to begin framing the project. Subsequently, Contractor shall provide a written monthly status update report to the County to discuss progress in completing project deliverables. 5.2 Contractor shall work in collaboration with the County. Specifically, Contractor shall: 5.2.1 Develop the composition of the planning team; 5.2.2 Evaluate and determine changes in individual roles and responsibilities for City staff that would be involved in implementing the Distribution and Dispensing Plan in an emergency; 5.2.3 Evaluate appropriate alternatives/options; 5.2.4 Determine risks and mitigating actions; 5.2.5 Review current AAR Improvement Plan 5.2.6 Provide written recommendations; 5.2.7 Implement corrective actions; Exhibit A SOW National City Page 2 of 4 COUNTY OF SAN DIEGO CONTRACT AGREEMENT WITH NATIONAL CITY FOR CITIES READINESS INITIATIVE ACTIVITIES EXHIBIT A — STATEMENT OF WORK 5.2.8 Prepare a monthly written project status report that is due to the County by the first week of the following month until the project is completed. Meeting minutes or summaries with signed attendance rosters will suffice for this deliverable. 6 Specific Requirements 6.1 Contractor shall provide a final draft of a revised executable CRI Distribution and Dispensing Plan for the SNS by August 30, 2007 and preferably earlier. Depending on funding and the specific project, a project manager with a separate contract with the County may assist the Contractor with this deliverable. Plan components include the following: 6.1.1 Tactical communication requirements 6.1.2 Distribution/dispensing strategies 6.1.3 Alternate dispensing methodologies 6.1.4 Tracking requirements and responsibilities 6.1.5 Security Requirements 6.1.6 Command and Control 6.1.7 Organizational chart including all key City personnel and roles in executing the Plan. 6.1.8 Ability to activate Plan within twelve (12) hours of notice and be operational 24/7 until emergency is over. 6.1.9 Initial and recurrent training/exercise requirements. 6.1.10 Identification of resources outside the City of National City that are required to execute the Plan and development of formal Memorandum of Agreements to secure those resources when needed. 6.1.11 Corrective action or revisions made based on AAR Improvement Plan or training evaluations. Contractor shall provide written comments/recommendations to the County so that the final draft of the CRI Distribution and Dispensing Plan (Deliberative Process) is completed no later than August 30, 2007. The final draft shall incorporate information learned and contained in the After Action Report/Improvement Plan discussed below. 7 Exercise 7.1 Contractor will participate in one functional exercise or drill provided by another agency if it is related to the CRI distribution or dispensing plan, OR Exhibit A SOW National City Page 3 of 4 COUNTY OF SAN DIEGO CONTRACT AGREEMENT WITH NATIONAL CITY FOR CITIES READINESS INITIATIVE ACTIVITIES EXHIBIT A — STATEMENT OF WORK 7.2 If no exercise is available by another agency or the Contractor requests, the Contractor shall design its own CRI exercise with a County provided Project Manager with a separate contract with the County. 7.2.1 Contractor shall ensure that key City staff participates in two planning conferences with the County provided Project Manager and the County to design a functional exercise (FE) or drill simulating activation of the CRI Distribution and Dispensing Plan. 7.2.2 Contractor shall ensure that key City staff participates in the FE or drill. 7.2.3 Contractor shall ensure that FE or drill participants provide input into the After Action Report/Improvement Plan. Key City staff shall participate in the After Action Report/Improvement Plan conference to discuss FE or drill results. Contractor shall provide the County with written comments/recommendations pertaining to the After Action Report/Improvement Plan. Exhibit A SOW National City Page 4 of 4 COUNTY CONTRACT NUMBER (Insert Number) AGREEMENT WITH NATIONAL CITY FOR PARTICIPATION IN CITIES READINESS INITITIVE, FIRST RESPONDER MASS PROPHYLAXIS PLAN EXHIBIT B — INSURANCE AND BONDING REQUIREMENTS ARTICLE 1 INSURANCE REQUIREMENTS FOR CONTRACTORS Without limiting Contractor's indemnification obligations to County, Contractor shall provide at its sole expense and maintain for the duration of this contract, or as may be further required herein, insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder and the results of the work by the Contractor, his agents, representatives, employees or subcontractors. 1. Minimum Scope of Insurance Coverage shall be at least as broad as: A. Commercial General Liability, Occurrence form, Insurance Services Office form CG0001. B. Automobile Liability covering all owned, non owned, hired auto Insurance Services Office form CA0001. C. Workers' Compensation, as required by State of California and Employer's Liability Insurance. 2. Minimum Limits of Insurance Contractor shall maintain limits no less than: A. Commercial General Liability including Premises, Operations, Products and Completed Operations, Contractual Liability, and Independent Contractors Liability: $1,000,000 per occurrence for bodily injury, personal injury and property damage. The General Aggregate limit shall be $2,000,000. B. Automobile Liability: $1,000,000 each accident for bodily injury and property damage. C. Employer's Liability: $1,000,000 each accident for bodily injury or disease. Coverage shall include waiver of subrogation endorsement in favor of County of San Diego. D. Professional Liability: $1,000,000 per claim with an aggregate limit of not less than $2,000,000. Any self -retained limit shall not be greater than $25,000 per occurrence/event without County's Risk Manager's approval. Coverage shall include contractual liability coverage. If policy contains one or more aggregate limits, a minimum of 50% of any such aggregate limit must remain available at all times; if over 50% of any such aggregate limit has been paid or reserved, County will require additional coverage to be purchased by Contractor to restore the required limits. This coverage shall be maintained for a minimum of two years following termination of completion of Contractor's work pursuant to the Contract. a. Sexual Misconduct coverage including, but not limited to, coverage for negligent supervision and hiring required if Contractor provides and/or engages direct services to minors 3. Deductibles and Self -Insured Retentions Any deductible or self -insured retention must be declared to and approved by the County's Risk Manager. At the option of the County, either: the insurer shall reduce or eliminate such deductibles or self -insured retentions as respects the County, the members of the Board of Supervisors of the County and the officers, agents, employees and volunteers; or the Contractor shall provide a financial guarantee satisfactory to the County guaranteeing payment of losses and related investigations, claim administration, and defense expenses. 4. Other Insurance Provisions The general liability and automobile liability policies are to contain, or be endorsed to contain the following provisions: A. Additional Insured Endorsement Any general liability policy provided by Contractor shall contain an additional insured endorsement applying coverage to the County of San Diego, the members of the Board of Supervisors of the County and the officers, agents, employees and volunteers of the County, individually and collectively. National City Exhibit B 1 of 3 5 5/2/02 COUNTY CONTRACT NUMBER (Insert Number) AGREEMENT WITH NATIONAL CITY FOR PARTICIPATION IN CITIES READINESS INITITIVE, FIRST RESPONDER MASS PROPHYLAXIS PLAN EXHIBIT B — INSURANCE AND BONDING REQUIREMENTS B. Primary Insurance Endorsement For any claims related to this Contract, the Contractor's insurance coverage shall be primary insurance as respects the County, the members of the Board of Supervisors of the County and the officers, agents, employees and volunteers of the County, individually and collectively. Any insurance or self-insurance maintained by the County, its officers, officials, employees, or volunteers shall be excess of the Contractor's insurance and shall not contribute with it. C. Notice of Cancellation Each required insurance policy shall be endorsed to state that coverage shall not be canceled by either party, except after thirty (30) days' prior written notice by certified mail, return receipt requested, has been given to the County at the address shown in section of Contract entitled "Notices". D. Severability of Interest clause Coverage applies separately to each insured, except with respect to the limits of liability, and that an act or omission by one of the named insureds shall not reduce or avoid coverage to the other named insureds. GENERAL PROVISIONS 5. Oualifvine Insurers All required policies of insurance shall be issued by companies which have been approved to do business in the State of California by the State Department of Insurance, and which hold a current policy holder's alphabetic and financial size category rating of not less than A-, VII according to the current Best's Key Rating guide, or a company of equal financial stability that is approved in writing by County's Risk Manager. 6. Evidence of Insurance Prior to commencement of this Contract, but in no event later than the effective date of the Contract, Contractor shall furnish the County with certificates of insurance and amendatory endorsements effecting coverage required by this clause. Contractor shall furnish certified copies of the actual required insurance policies within thirty days after commencement of Contract. Thereafter, copies of renewal policies, certificate and amendatory endorsements shall be furnished to County within thirty days of the expiration of the term of any required policy. Contractor shall permit County at all reasonable times to inspect any policies of insurance, which Contractor has not delivered to County. 7. Failure to Obtain or Maintain Insurance; Countv's Remedies Contractor's failure to provide insurance specified or failure to furnish certificates of insurance, amendatory endorsements and certified copies of policies, or failure to make premium payments required by such insurance, shall constitute a material breach of the Contract, and County may, at its option, terminate the Contract for any such default by Contractor. 8. No Limitation of Obligations The foregoing insurance requirements as to the types and limits of insurance coverage to be maintained by Contractor, and any approval of said insurance by the County are not intended to and shall not in any manner limit or qualify the liabilities and obligations otherwise assumed by Contractor pursuant to the Contract, including, but not limited to, the provisions concerning indemnification. 9. Review of Coverage County retains the right at any time to review the coverage, form and amount of insurance required herein and may require Contractor to obtain insurance reasonably sufficient in coverage, form and amount to provide adequate protection against the kind and extent of risk which exists at the time a change in insurance is required. 10. Self -Insurance Contractor may, with the prior written consent of County's Risk Manager, fulfill some or all of the insurance requirements contained in this Contract under a plan of self-insurance. Contractor shall only be permitted to utilize such self-insurance if in the opinion of County's Risk Manager, Contractor's (i) net worth, and (ii) reserves for payment of claims of liability against Contractor, are sufficient to adequately compensate for the lack of other insurance coverage required by this Contract. Contractor's utilization of self-insurance shall not in any way limit liabilities assumed by Contractor under the Contract. National City Exhibit B 2 of 3 5/2/02 6 COUNTY CONTRACT NUMBER (Insert Number) AGREEMENT WITH NATIONAL CITY FOR PARTICIPATION IN CITIES READINESS INITITIVE, FIRST RESPONDER MASS PROPHYLAXIS PLAN EXHIBIT B — INSURANCE AND BONDING REQUIREMENTS 11. Claims Made Coverage If coverage is written on a "claims made" basis, the Certificate of Insurance shall clearly so state. In addition to the coverage requirements specified above, such policy shall provide that: A. The policy retroactive date coincides with or precedes Contractor's commencement or work under the Contract (including subsequent policies purchased as renewals or replacements). B. Contractor will make every effort to maintain similar insurance during the required extended period of coverage following expiration of the Contract, including the requirement of adding all additional insureds. C. If insurance is terminated for any reason, Contractor shall purchase an extended reporting provision of at least two years to report claims arising in connection with the Contract. D. The policy allows for reporting of circumstances or incidents that might give rise to future claims. 12. Subcontractors' Insurance Contractor shall require that any and all Subcontractors hired by Contractor are insured in accordance with this Contract. If any Subcontractors coverage does not comply with the foregoing provisions, Contractor shall defend and indemnify the County from any damage, loss, cost or expense, including attorney fees, incurred by County as a result of Subcontractors failure to maintain required coverage. 13. Waiver of Subrogation Contractor and County release each other, and their respective authorized representatives, from any Claims (as defined in the Article entitled "Indemnity" of the Pro Forma Contract), but only to the extent that the proceeds received from any policy of insurance carried by County or Contractor, other than any self-insurance, covers any such Claim or damage. Included in any policy or policies of insurance provided by Contractor hereunder shall be a standard waiver of rights of Subrogation against County by the insurance company issuing said policy or policies. National City Exhibit B 3 of 3 5/2/02 7 COUNTY OF SAN DIEGO CONTRACT AGREEMENT WITH NATIONAL CITY FOR CITIES READINESS INITIATIVE ACTIVITIES EXHIBIT C- PAYMENT SCHEDULE 1. Payment of Services under Exhibit A Statement of Work will be paid the following fixed amounts after County review and acceptance: Administrative Adjustments: COTR may adjust the due date of the deliverable below, if the reasons for such modifications are acceptable. Statement of Work Deliverable Fixed Price Payment Work Plan/Timeline $8,000 Monthly Project Status Report SNS/CRI Exercise Jan 2007 $1,000 Feb 2007 $1,000 Mar 2007 $1,000 April 2007 $1,000 May 2007 $1,000 June 2007 $1,000 IPC $ 8,000 FPC $ 8,000 Exercise/Drill $10,000 Final Draft After Action Report/Improvement Plan $10,000 Final Draft Revised Distribution/Dispensing Plan $10,000 Total Not to Exceed Payment Amount $ 60,000 Exhibit C Page 1 of 2 National City COUNTY OF SAN DIEGO CONTRACT AGREEMENT WITH NATIONAL CITY FOR CITIES READINESS INITIATIVE ACTIVITIES EXHIBIT C- PAYMENT SCHEDULE 2. INVOICES Invoices shall be submitted to the following address: Public Health Services 6255 Mission Gorge Road San Diego, CA 92120 ATTN: Lorraine Ona Invoices must contain the following certifications: I certify, under penalty of perjury under the laws of the State of California, that no employee providing services under the terms and conditions of this contract is currently listed on the GSA Excluded Parties Listing or the OIG List of Excluded Individuals/Entities. I also certify that the above services were performed in accordance with the Agreement. Authorized Representative: Printed Name and Signature Date Signed Telephone and Fax Number Exhibit C Page 2 of 2 National City COUNTY AGREEMENT NUMBER (Insert Number) AGREEMENT WITH NATIONAL CITY FOR PARTICIPATION IN CITIES READINESS INITITIVE, FIRST RESPONDER MASS PROPHYLAXIS PLAN This Agreement ("Agreement") is made and entered into on the date shown on the signature page ("Effective Date") by and between the County of San Diego, a political subdivision of the State of California ("County") and Contractor National City, located at 1243 National City Boulevard, National City, CA 91950 ("Contractor"), with reference to the following facts: RECITALS A. The County, by sole source letter, authorized the Purchasing and Contracting Director, pursuant to Article XXIII, Section 401of the Administrative Code, to award a Agreement for participation in the Cities Readiness Initiative (CRI) First Responder Mass Prophylaxis Plan. B. Contractor is specially trained and possesses certain skills, experience, education and competency to perform these services. C. The Chief Administrative Officer made a determination that Contractor can perform the services more economically and efficiently than the County, pursuant to Section 703.10 of the County Charter. D. The Agreement shall consist of this pro forma Agreement, Exhibit A Statement of Work, Exhibit B Insurance Requirements and Exhibit C Payment Schedule. NOW THEREFORE, for valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows: ARTICLE 1 PERFORMANCE OF WORK 1.1 Standard of Performance. Contractor shall, in good and workmanlike manner and in accordance with the highest professional standards, at its own cost and expense, furnish all of the labor, technical, administrative, professional and all other personnel, all supplies and materials, equipment, printing, transportation, facilities, and all other means whatsoever, except as herein otherwise expressly specified to be furnished by County, necessary or proper to perform and complete the work and provide the services required of Contractor by this Agreement. 1.2 Contractor's Representative. Contractor's duties under this Agreement shall be performed on behalf of the Contractor by the person identified on the signature page. ("Contractor's Representative"); Contractor represents and warrants that (1) Contractor's Representative has fulfilled all applicable requirements of the laws of the State of Califomia to perform the services under this Agreement and (2) Contractor's Representative has full authority to act for Contractor hereunder. Contractor and County recognize that the services to be provided by Contractor's Representative pursuant to this Agreement are unique: accordingly, Contractor's Representative shall not be changed during the Term of the Agreement without County's written consent. County reserves the right to terminate this Agreement pursuant to Clause 7.1 "Termination for Default", if Contractor's Representative should leave Contractor's employ, or if, in County's judgment, the work hereunder is not being performed by Contractor's Representative. 1.3 Contractor as Independent Contractor. Contractor is, for all purposes of this Agreement, an independent Contractor, and neither Contractor nor Contractor's employees or subcontractors shall be deemed to be employees of the County. Contractor shall perform its obligations under this Agreement according to the Contractor's own means and methods of work which shall be in the exclusive charge and under the control of the Contractor, and which shall not be subject to control or supervision by County except as to the results of the work. Neither Contractor nor Contractor's employees or subcontractors shall be entitled to any benefits to which County employees are entitled, including without limitation, overtime, retirement benefits, workers' compensation benefits and injury leave. 1.4 Contractor's Agents and Employees or Subcontractors. Contractor shall obtain, at Contractor's expense, all agents, employees and subcontractors required for Contractor to perform its duties under this Agreement, and all such services shall be performed by Contractor's Representative, or under Contractor's Representatives' supervision, by persons authorized by law to perform such services. Retention by Contractor of any agent, employee or subcontractor shall be at Contractor's sole cost and expense, and County shall have no obligation to pay Contractor's agents, employees or subcontractors; to support any such person's or entity's claim against the Contractor; or to defend Contractor against any such claim. H&H Gov Service Agreement National City Agreement - Page 1 of 13 Rev October 2006 COUNTY AGREEMENT NUMBER (Insert Number) AGREEMENT WITH NATIONAL CITY FOR PARTICIPATION IN CITIES READINESS INITITIVE, FIRST RESPONDER MASS PROPHYLAXIS PLAN ARTICLE 2 SCOPE OF WORK 2.1 Statement of Work. Contractor shall perform the work described in the "Statement of Work" attached as Exhibit "A" to this Agreement, and by this reference incorporated herein, except for any work therein designated to be performed by County. 2.2 Right To Acquire Equipment and Services. Nothing in this Agreement shall prohibit the County from acquiring the same type or equivalent equipment and/or service from other sources, when deemed by the County to be in its best interest. ARTICLE 3 RESERVED ARTICLE 4 COMPENSATION 4.1 The Payment Schedule is in Exhibit C and the compensation is on the signature page. The County is precluded from making payments prior to receipt of services (advance payments). Invoices are subject to the following requirements: 4.2 Fiscal. County will pay Contractor the agreed upon price, pursuant to the Payment Schedule in Exhibit C for the work specified in Exhibit A, Statement of Work. 4.2.1 Accounting System And Fiscal Monitoring. Contractor shall provide and maintain an accounting and financial support system to monitor and control costs to assure Agreement completion. 4.3 Invoices and Payment. 4.3.1 Invoices. Payment for the services performed under this Agreement shall be in accordance with Exhibit C, unless other payment methodologies are negotiated and agreed to by both Contractor and County. Contractor shall submit approved invoices monthly to the COTR for work performed in the monthly period, accordingly. Contractor's monthly invoices shall include a statement certifying whether it is in compliance with Paragraph 8.12 of this Agreement. 4.3.2 Payments. County agrees to pay Contractor in arrears only after receipt and approval by Contracting Officer's Technical Representative "COTR" of properly submitted, detailed and itemized original invoice referencing the Agreement number and a detailed listing of each pay point target, accomplishment, unit price, and showing the appropriate calculation for each, a progress report documenting the status and accomplishments of Contractor during the billing period pursuant to Exhibit C, documenting the total invoiced amount by Contractor. A copy (or copies) of the invoice shall be submitted to Public Health Services, 6255 Mission Gorge Road, San Diego, CA 92120 Attention: Lorraine Ona. Each invoice so approved and paid shall constitute full and complete compensation to Contractor for the work product submitted and for all work completed during the billing period pursuant to Exhibit A and Exhibit C. Payment shall be NET 30 days from receipt and approval of invoice unless otherwise stated. 4.3.3 Full Compensation. Pending any adjustments by the COTR, each invoice approved and paid shall constitute full and complete compensation to the Contractor for all work completed during the billing period pursuant to Exhibit A and Exhibit C. Contractor shall be entitled only to compensation, benefits, reimbursements or ancillary services specified in this Agreement. 4.3.4 Conditions Prerequisite To Payments. County may elect not to make a particular payment if any of the following exists: 4.3.4.1 Misrepresentation. Contractor, with or without knowledge, made any misrepresentation of substantial and material nature with respect to any information furnished to County. 4.3.4.2 Unauthorized Actions by Contractor. Contractor took any action pertaining to this Agreement, which required County approval, without having first received said County approval. 4.3.4.3 Default. Contractor was in default under any terms and conditions of this Agreement. 4.3.5 County Approval. As identified above, all subcontracts under this Agreement shall have prior written approval of the Contracting Officer Technical Representative. County may withhold payment until reports, data, audits or other information required for Agreement administration or to meet County or State reporting or auditing requirements arc received and approved by COTR or designee. The County may also withhold payment if, in the County's opinion, Contractor is in non-compliance with this Agreement. H&H Gov Service Agreement National City Agreement - Page 2 of 13 Rev October 2006 t1 COUNTY AGREEMENT NUMBER (Insert Number) AGREEMENT WITH NATIONAL CITY FOR PARTICIPATION IN CITIES READINESS INITITIVE, FIRST RESPONDER MASS PROPHYLAXIS PLAN 4.3.6 Availability of Funding. The County's obligation for payment of any Agreement beyond the current fiscal year is contingent upon the availability of funding from which payment can be made. No legal liability on the part of the County shall arise for payment beyond June 30 of the calendar year unless funds are designated by the County and are made available for such performance. County shall have the right to terminate this Agreement or reduce compensation and service levels proportionately upon thirty (30) days' written notice to Contractor in the event that Federal, State or County funding for this Agreement ceases or is reduced prior to the ordinary expiration of the term of this Agreement. In the event of reduction of funding for the Agreement, County and Contractor shall meet within ten (10) days of written notice to renegotiate this Agreement based upon the modified level of funding In this case if no agreement is reached between County and Contractor within 10 days of the first meeting, either party shall have the right to terminate this Agreement within ten (10) days written notice of termination. In the event of termination of this Agreement in accordance with the terms of this Section, Contractor shall be entitled to retain all sums paid as of the effective date of such termination, subject to any payment offset to which County may be entitled, for damages or otherwise, under the terms of this Agreement. In the event of termination of this Agreement pursuant to this Section, in no event shall Contractor be entitled to any loss of profits on the portion of this Agreement so terminated, or to other compensation, benefits, reimbursements or ancillary services other than as herein expressly provided. 4.3.7 Disallowance. In the event the Contractor receives payment for services under this Agreement which is later disallowed by the County, Contractor shall promptly refund the disallowed amount to County on request, or at its option, County may offset the amount disallowed from any payment due or to become due to Contractor under any Agreement with the County. 4.3.8 Maximum Price. During the performance period of this Agreement, the maximum price for the items and/or services shall not exceed the lowest price at which Contractor then offers the items and/or services to its most favored customer. ARTICLE 5 AGREEMENT ADMINISTRATION 5.1 County's Agreement Administrator. The Director of Purchasing and Contracting is designated as the Contracting officer ("Contracting Officer") and is the only County official authorized to make any Changes to this Agreement. The County has designated the individual identified on the signature page as the Contracting Officer's Technical Representative ("COTR"). 5.1.1 County's COTR will chair Contractor progress meetings and will coordinate County's Agreement administrative functions. The COTR is designated to receive and approve Contractor invoices for payment, audit and inspect records, inspect Contractor services, and provide other technical guidance as required. The COTR is not authorized to change any terms and conditions of this Agreement. Only the Contracting Officer, by issuing a properly executed amendment to this Agreement, may make changes to the scope of work or total price. 5.1.2 Notwithstanding any provision of this Agreement to the contrary, County's COTR may make Administrative Adjustments ("AA") to the Agreement, such as line item budget changes or adjustments to the service requirements, which do not change the purpose or intent of the Statement of Work, the Terms and Conditions, the Agreement period or the total Agreement price. Each AA shall be in writing and signed by COTR and Contractor. All inquiries about such AA will be referred directly to the COTR. 5.2 Agreement Progress Meeting. The COTR and other County personnel, as appropriate, will meet periodically with the Contractor to review the Agreement performance. At these meetings the COTR will apprise the Contractor of how the County views the Contractor's performance and the Contractor will apprise the County of problems, if any, being experienced. The Contractor shall also notify the Contracting Officer (in writing) of any work being performed, if any, that the Contractor considers being over and above the requirements of the Agreement. Appropriate action shall be taken to resolve outstanding issues. The minutes of these meetings will be reduced to writing and signed by the COTR and the Contractor. Should the Contractor not concur with the minutes, the Contractor shall set out in writing any area of disagreement. Appropriate action will be taken to resolve any areas of disagreement. H&H Gov Service Agreement National City Agreement - Page 3 of 13 Rev October 2006 a COUNTY AGREEMENT NUMBER (Insert Number) AGREEMENT WITH NATIONAL CITY FOR PARTICIPATION IN CITIES READINESS INITITIVE, FIRST RESPONDER MASS PROPHYLAXIS PLAN ARTICLE 6 CHANGES 6.1 Contracting Officer. The Contracting Officer may at any time, by a written order, make changes ("Changes"), within the general scope of this Agreement, in the definition of services to be performed, and the time (i.e.) hours of the day, days of the week, etc.) and place of performance thereof. If any such Change causes an increase or decrease in the cost of, or the time required for, the performance of any part of the work under this Agreement, whether changed or not changed by an such order, an equitable adjustment shall be made in the Agreement price or delivery schedule, or both, and the Agreement shall be modified in writing accordingly. 6.2 Claims. Contractor must assert any claim for adjustment under this clause within 30 days from the date of receipt by the Contractor of the notification of Change; provided, however, that the Contracting Officer, if he decides that the facts justify such action, may receive and act upon any such claim asserted at any time prior to final payment under this Agreement. Where the cost of property made obsolete or excess as a result of a change is included in the Contractor's claim for adjustment, the Contracting Officer shall have the right to prescribe the manner of disposition of such property. Failure to agree to any adjustment shall be a dispute concerning a question of fact within the meaning of the clause of this Agreement entitled "Disputes" (Article 15). However, nothing in this clause shall excuse the Contractor from proceeding with this Agreement as changed. ARTICLE 7 TERMINATION 7.1 Termination For Default. Upon Contractor's breach of this Agreement, County shall have the right to terminate this Agreement, in whole or part. Prior to termination for default, County will send Contractor written notice specifying the cause. The notice will give Contractor 10 days from the date the notice is issued to cure the default or make progress satisfactory to County in curing the default, unless a different time is given in the notice. If County determines that the default contributes to the curtailment of an essential service or poses an immediate threat to life, health or property, County may terminate this Agreement immediately upon issuing oral or written notice to the Contractor without any prior notice or opportunity to cure. In the event of termination under this Article, all finished or unfinished documents, and other materials, prepared by Contractor under this Agreement shall become the sole and exclusive property of County. In the event of such termination, the County may purchase or obtain the supplies or services elsewhere, and Contractor shall be liable for the difference between the prices set forth in the terminated order and the actual cost thereof to the County. The prevailing market price shall be considered the fair repurchase price. Notwithstanding the above, Contractor shall not be relieved of liability to County for damages sustained by County by virtue of any breach of this Agreement by Contractor, and County may withhold any reimbursement to Contractor for the purpose of off -setting until such time as the exact amount of damages due County from Contractor is determined. 7.1.1 If, after notice of termination of this Agreement under the provisions of this clause, it is determined for any reason that the Contractor was not in default under the provisions of this clause, the rights and obligations of the parties shall, if this Agreement contains a clause providing for termination for convenience of the County, be the same as if the notice of termination had been issued pursuant to such clause. 7.2 Damages For Delay. If Contractor refuses or fails to prosecute the work, or any separable part thereof, with such diligence as shall ensure its completion within the time specified in this Agreement, or any extension thereof, or fails to complete said work within such time, County will be entitled to the resulting damages caused by the delay. Damages will be the cost to County incurred as a result of continuing the current level and type of service over that cost that would be incurred had the Agreement segments been completed by the time frame stipulated and any other damages suffered by County as allowed by law. 7.3 County Exemption From Liability. In the event there is a reduction of funds made available by County to Contractor under this or subsequent Agreements, the County of San Diego and its Departments, officers and employees shall incur no liability to Contractor and shall be held harmless from any and all claims, demands, losses, damages, injuries, or liabilities arising directly or from such action. 7.4 Termination For Convenience, The County, by written notice stating the extent and effective date, may terminate this Agreement for convenience in whole or in part, at any time. The County shall pay the Contractor as full compensation for performance until such termination: 7.4.2 The unit or pro rata price for any delivered and accepted portion of the work. 7.4.3 A reasonable amount, as costs of termination, not otherwise recoverable from other sources by the Contractor as approved by the County, with respect to the undelivered or unaccepted portion of the order, provided compensation hereunder shall in no event exceed the total price. 1-1&1-1 Gov Service Agreement National City Agreement - Page 4 of 13 Rev October 2006 COUNTY AGREEMENT NUMBER (Insert Number) AGREEMENT WITH NATIONAL CITY FOR PARTICIPATION IN CITIES READINESS INITITIVE, FIRST RESPONDER MASS PROPHYLAXIS PLAN 7.4.4 In no event shall the County be liable for any loss of profits on the resulting order or portion thereof so terminated. 7.5 Remedies Not Exclusive. The rights and remedies of County provided in this article shall not be exclusive and are in addition to any other rights and remedies provided by law or under resulting order. 7.6 Full Cost Recovery Of Investigation And Audit Costs. Contractor shall reimburse County of San Diego for all direct and indirect expenditures incurred in conducting an audit/investigation when Contractor is found in violation (material breach) of the terms of the Agreement. Reimbursement for such costs shall be withheld from any amounts due to Contractor pursuant to the payment terms of the Agreement, or from any other amounts due to Contractor from County. ARTICLE 8 COMPLIANCE WITH LAWS AND REGULATIONS 8.1 Conformance With Rules And Regulations. Contractor shall be in conformity with all applicable Federal, State, County, and local laws, rules, and regulations, current and hereinafter enacted, including facility and professional licensing and/or certification laws and keep in effect any and all licenses, permits, notices and certificates as are required. Contractor shall further comply with all laws applicable to wages and hours of employment, occupational safety, and to fire safety, health and sanitation. 8.2 Contractor Permits and License. Contractor shall obtain and maintain, at no cost to the County, all approvals, permissions, permits, licenses, and other forms of documentation required in order to comply with all existing domestic statutes, ordinances, and regulations, or other laws, that may be applicable to performance of services hereunder. The County reserves the right to reasonably request and review all such applications, permits, and licenses prior to the commencement of any services hereunder. 8.3 Equal Opportunity. Contractor shall comply with the provisions of Title VII of the Civil Rights Act of 1964 in that it will not discriminate against any individual with respect to his or her compensation, terms, conditions, or privileges of employment nor shall Contractor discriminate in any way that would deprive or intend to deprive any individual of employment opportunities or otherwise adversely affect his or her status as an employee because of such individual's race, color, religion, sex, national origin, age, handicap, medical condition, sexual orientation or marital status. 8.4 Affirmative Action. Each Contractor of services and supplies employing fifteen (15) or more full-time permanent employees, shall comply with the Affirmative Action Program for Vendors as set forth in Article IIIk (commencing at Section 84) of the San Diego County Administrative Code, which program is incorporated herein by reference. A copy of this Affirmative Action Program will be furnished upon request by COTR or from the County of San Diego Internet web -site (www.co.san-diego.ca.us). 8.5 Non Discrimination. Contractor shall ensure that services and facilities are provided without regard to ethnic group identification, race, color, nation origin, creed, religion, age, sex, or physical or mental disability in accordance with Title IX of the Education Amendments of 1972; Title VII of the Civil Rights Act of 1964 (42 U.S.C. 2000-d), the Age Discrimination of 1975 (42 U.S.C. 6101), Article 9.5, Chapter 1, Part 1, Division 2, Title 2 (Section 11135, et seq.) of the California Government Code, and Title 9, Chapter 4, Subchapter 6 (Section 10800, et seq.) of the CCR. 8.6 AIDs Discrimination. Contractor shall comply with all state and federal laws which ensure that an individual is not discriminated against because of his or her HIV/AIDS status. 8.7 American With Disabilities Act (ADA) 1990. Contractor shall not discriminate against qualified people with disabilities in employment, public services, transportation, public accommodations and telecommunications services in compliance with the Americans with Disabilities Act (ADA) and California Administrative Code Title 24. 8.8 Religious Activity Prohibited. There shall be no religious worship, instructions or proselytization as part of or in connec- tion with the performance of this Agreement. 8.9 Drug and Alcohol -Free Workplace. The County of San Diego, in recognition of individual rights to work in a safe, healthful and productive work place, has adopted a requirement for a drug and alcohol free work place, County of San Diego Drug and Alcohol Use Policy C-25. This policy provides that all County -employed Contractors and Contractor employees shall assist in meeting this requirement. 8.9.1 As a material condition of this Agreement, the Contractor agrees that the Contractor and the Contractor employees, while performing service for the County, on County property, or while using County equipment: 8.9.1.1 Shall not be in any way impaired because of being under the influence of alcohol or a drug. H&H Gov Service Agreement National City Agreement - Page 5 of 13 Rev October 2006 COUNTY AGREEMENT NUMBER (Insert Number) AGREEMENT WITH NATIONAL CITY FOR PARTICIPATION IN CITIES READINESS INITITIVE, FIRST RESPONDER MASS PROPHYLAXIS PLAN 8.9.1.2 Shall not possess an open container of alcohol or consume alcohol or possess or be under the influence of an illegal drug. 8.9.1.3 Shall not sell, offer, or provide alcohol or a drug to another person; provided, however, that the foregoing restriction shall not be applicable to a Contractor or Contractor employee who as part of the performance of normal job duties and responsibilities prescribes or administers medically prescribed drugs. 8.9.2 Contractor shall inform all employees who are performing service for the County on County property or using County equipment of the County objective of a safe, healthful and productive work place and the prohibition of drug or alcohol use or impairment from same while performing such service for the County. 8.9.3 The County may terminate for default or breach this Agreement, and any other Agreement the Contractor has with the County, if the Contractor, or Contractor employees are determined by the Contracting Officer not to be in compliance with the conditions listed herein. 8.10 Board of Supervisors' Policies. Contractor represents that it is familiar, and shall use its best efforts to comply, with the following policies of the Board of Supervisors: 8.10.1 Board Policy B-67, which encourages the County's Contractors to offer products made with recycled materials, reusable products, and products designed to be recycled to the County in response to the County's requirements; and 8.10.2 Board Policies B-53 and B-39a, which encourage the participation of small and disabled veterans' business enterprises in County procurements; and 8.10.3 Zero Tolerance For Fraudulent Conduct In County Services. Contractor shall comply with County of San Diego Board of Supervisors Policy A-120 "Zero Tolerance for Fraudulent Conduct in County Services." There shall be "Zero Tolerance" for fraud committed by Contractors in the administration of County programs and the provision of County services. Upon proven instances of fraud committed by independent Contractors in connection with their performance under the Agreement, said Agreement shall be terminated; and. 8.10.4 Family -Centered Practice, Board Of Supervisors Policy E-13. Contractor shall comply with County of San Diego Board of Supervisors Policy E-13, "Family -Centered Practice." Family -centered practice addresses the needs of the whole family and is intended to promote and support community and family involvement to ensure safe and healthy environments for children; and 8.10.5 Zero Tolerance In Coaching Medi-Cal Or Welfare Clients (Including Undocumented Immigrants). The County of San Diego in recognition of its unique geographical location and the utilization of Welfare and Medi-Cal system by foreign nationals who are not legal residents of this county or country, has adopted a Zero Tolerance policy and shall aggressively prosecute employees and Contractors who coach Medi-Cal or Welfare clients (in- cluding undocumented immigrants), to obtain services for which they are not otherwise entitled. As a material condition of this Agreement, Contractor agrees that the Contractor and Contractor's employees, while performing service for the County, on County property or while using County equipment shall not intentionally or willfully: (a) in any way coach, instruct, advise, or guide any Medi-Cal or Welfare clients or prospective clients who are undocumented immigrants on ways to obtain or qualify for Medi-Cal assistance, for which they are not otherwise entitled. (b) support or provide funds to any organization engaged directly or indirectly in advising undocumented immigrants on ways to obtain or qualify for Medi-Cal assistance, for which they are not otherwise entitled. Contractor shall inform all employees that are performing service for the County on County property or using County equipment of County's Zero Tolerance Policy as referenced herein. County may terminate for default or breach this Agreement and any other Agreement Contractor has with County, if Contractor or Contractor employees are determined not to be in compliance with the conditions stated herein. 8.11 Hazardous Materials. Contractor shall comply with all Environmental Laws and all other laws, rules, regulations, and requirements regarding Hazardous Materials, health and safety, notices, and training. Contractor agrees that it will not store any Hazardous Materials at any County Facility for periods in excess of ninety (90) days or in violation of the applicable site storage limitations imposed by Environmental Law. Contractor agrees to take, at its expense, all actions necessary to protect third parties, including, without limitation, employees and agents of the County, from any exposure to Hazardous Materials generated or utilized in its performance under this Agreement. Contractor agrees to report to the H&H Gov Service Agreement National City Agreement - Page 6 of 13 Rev October 2006 15 COUNTY AGREEMENT NUMBER (Insert Number) AGREEMENT WITH NATIONAL CITY FOR PARTICIPATION IN CITIES READINESS INITITIVE, FIRST RESPONDER MASS PROPHYLAXIS PLAN appropriate governmental agencies all discharges, releases, and spills of Hazardous Materials that are required to be reported by any Environmental Law and to immediately notify the County of it. Contractor shall not be liable to the County for the County's failure to comply with, or violation of, any Environmental Law. As used in this section, the term "Environmental Laws" means any and all federal, state or local laws or ordinances, rules, decrees, orders, regulations or court decisions (including the so-called "common law"), including, but not limited to, the Resource Conservation and Recovery Act, relating to hazardous substances, hazardous materials, hazardous waste, toxic substances, environmental conditions or other similar substances or conditions. As used in this section the term "Hazardous Materials" means any chemical, compound, material, substance or other matter that: (a) is a flammable, explosive, asbestos, radioactive nuclear medicine, vaccine, bacteria, virus, hazardous waste, toxic, overtly injurious or potentially injurious material, whether injurious or potentially injurious by itself or in combination with other materials; (b) is controlled, referred to, designated in or governed by any Environmental Laws; (c) gives rise to any reporting, notice or publication requirements under any Environmental Laws, or (d) is any other material or substance giving rise to any liability, responsibility or duty upon the County or Lessee with respect to any third person under any Environmental Laws. 8.12 Debarment And Suspension. As a sub -grantee of federal funds under this Agreement, Contractor certifies that it, its principals, its employees and its subcontractors: 8.12.1 Are not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from covered transactions by any Federal Department or agency. 8.12.2 Have not within a 3-year period preceding this Agreement been convicted of or had a civil judgment rendered against them for the commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public (Federal, State, or local) transaction; violation of Federal or State anti-trust statutes or commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, or receiving stolen property; 8.12.3 Are not presently indicted or otherwise criminally or civilly charged by a government entity (Federal, State, or local) with commission of any of the offenses enumerated in the paragraph above; and 8.12.4 Have not within a 3-year period preceding this Agreement had one or more public transaction (Federal, State, or local) terminated for cause or default. ARTICLE 9 CONFLICTS OF INTEREST; CONTRACTOR'S CONDUCT 9.1 Conflicts of Interest. Contractor presently has no interest, including but not limited to other projects or independent Agreements, and shall not acquire any such interest, direct or indirect, which would conflict in any manner or degree with the performance of services required to be performed under this Agreement. The Contractor shall not employ any person having any such interest in the performance of this Agreement. Contractor shall not hire County's employees to perform any portion of the work or services provided for herein including secretarial, clerical and similar incidental services except upon the written approval of County. Without such written approval, performance of services under this Agreement by associates or employees of County shall not relieve Contractor from any responsibility under this Agreement. 9.2 Conduct of Contractor; Privileged Information. 9.2.1 Contractor shall inform the County of all the Contractor's interests, if any, which are or which the Contractor believes to be incompatible with any interests of the County. 9.2.2 The Contractor shall not, under circumstances that might reasonably be interpreted as an attempt to influence the recipient in the conduct of his duties, accept any gratuity or special favor from individuals or organizations with whom the Contractor is doing business or proposing to do business, in accomplishing the work under this Agreement. 9.2.3 Contractor shall not use for personal gain or make other improper use of privileged information, which is acquired in connection with his employment. In this connection, the term "privileged information" includes, but is not limited to, unpublished information relating to technological and scientific development; medical, personnel, or security records of the individuals; anticipated materials requirements or pricing actions; and knowledge of selections of Contractors or subcontractors in advance of official announcement. 9.2.4 The Contractor, or employees thereof, shall not offer directly or indirectly gifts, gratuity, favors, entertainment, or other items of monetary value to an employee or official of the County. H&H Gov Service Agreement National City Agreement - Page 7 of 13 Rev October 2006 1b COUNTY AGREEMENT NUMBER (Insert Number) AGREEMENT WITH NATIONAL CITY FOR PARTICIPATION IN CITIES READINESS INITITIVE, FIRST RESPONDER MASS PROPHYLAXIS PLAN 9.2.5 Referrals. Contractor further covenants that no referrals of clients through Contractor's intake or referral process shall be made to the private practice of any person(s) employed by the Contractor. 9.3 Prohibited Agreements. As required by Section 67 of the San Diego County Administrative Code, Contractor certifies that it is not in violation of the provisions of Section 67, and that Contractor is not, and will not subcontract with, any of the following: 9.3.1 Persons employed by County or of public agencies for which the Board of Supervisors is the governing body. 9.3.2 Profit -making firms or businesses in which employees described in sub -section 9.3.1, above, serve as officers, principals, partners, or major shareholders; 9.3.3 Persons who, within the immediately preceding twelve (12) months came within the provisions of the above sub- sections and who (1) were employed in positions of substantial responsibility in the area of service to be performed by the Agreement, or (2) participated in any way in developing the Agreement or its service specifications; and 9.3.4 Profit -making firms or businesses in which the former employees described in sub -section 9.3.3 above, serve as officers, principals, partners, or major shareholders. 9.4 Limitation Of Future Agreements Or Grants. It is agreed by the parties to the Agreement that Contractor shall be restricted in its future Contracting with the County to the manner described below. Except as specifically provided in this clause, Contractor shall be free to compete for business on an equal basis with other companies. 9.4.1 If Contractor, under the terms of the Agreement, or through the performance of tasks pursuant to this Agreement, is required to develop specifications or statements of work and such specifications or statements of work are to be incorporated into a solicitation, Contractor shall be ineligible to perform the work described within that solicitation as a prime or subcontractor under an ensuing County Agreement. It is further agreed, however, that County will not, as additional work, unilaterally require Contractor to prepare such specifications or statements of work under this Agreement. 9.4.2 Contractor may not apply for nor accept additional payments for the same services contained in the Statement of Work. ARTICLE 10 INDEMNITY AND INSURANCE 10.1 Claims Arising From Sole Acts or Omissions of County. County hereby agrees to defend and indemnify Contractor, its agents, officers and employees, from any claim, action or proceeding against Contractor, arising solely out of the acts or omissions of County in the performance of this Agreement. At its sole discretion, Contractor may participate at its own expense in the Parties defense of any claim, action or proceeding, but such participation shall not relieve County of any obligation imposed by this Agreement. Contractor shall notify County promptly of any claim, action or proceeding and cooperate fully in the defense. 10.2 Claims Arising From Sole Acts or Omissions of Contractor. Contractor hereby agrees to defend and indemnify County, its agents, officers and employees (hereafter collectively referred to in this paragraph as 'County') from any claim, action or proceeding against County, arising solely out of the acts or omissions of Contractor in the performance of this Agreement. At its sole discretion, County may participate at its own expense in the defense of any such claim, action or proceeding, but such participation shall not relieve Contractor of any obligation imposed by this Agreement. County shall notify Contractor promptly of any claim, action or proceeding and cooperate fully in the defense. 10.3 Claims Arising From Concurrent Acts or Omissions. County hereby agrees to defend itself, and Contractor hereby agrees to defend itself, from any claim, action or proceeding arising out of the concurrent acts or omissions of County and Contractor. In such cases, County and Contractor agree to retain their own legal counsel, bear their own defense costs, and waive their right to seek reimbursement of such costs, except as provided in paragraph 10.5 below. 10.4 Joint Defense. Notwithstanding paragraph 10.3 above, in cases where County and Contractor agree in writing to a joint defense, County and Contractor may appoint joint defense counsel to defend the claim, action or proceeding arising out of the concurrent acts or omissions of Contractor and County. Joint defense counsel shall be selected by mutual agreement of County and Contractor. County and Contractor agree to share the costs of such joint defense and any agreed settlement in equal amounts, except as provided in paragraph 10.5 below. County and Contractor further agree that neither party may bind the other to a settlement agreement without the written consent of both County and Contractor. H&1-I Gov Service Agreement National City Agreement - Page 8 of 13 Rev October 2006 COUNTY AGREEMENT NUMBER (Insert Number) AGREEMENT WITH NATIONAL CITY FOR PARTICIPATION IN CITIES READINESS INITITIVE, FIRST RESPONDER MASS PROPHYLAXIS PLAN 10.5 Reimbursement and/or Reallocation. Where a trial verdict or arbitration award allocates or determines the comparative fault of the parties, County and Contractor may seek reimbursement and/or reallocation of defense costs, settlement payments, judgments and awards, consistent with such comparative fault. 10.6 Insurance. Prior to execution of this Agreement, Contractor must obtain at its own cost and expense, and keep in force and effect during the term of this Agreement, including all extensions, the insurance specified in Exhibit "B," "Insurance Requirements," attached hereto. ARTICLE 11 AUDIT AND INSPECTION OF RECORDS The County shall have the audit and inspection rights described in this section. 11.1 Audit And Inspection. Contractor agrees to maintain and/or make available within San Diego County accurate books and accounting records relative to all its activities under this Agreement. Authorized Federal, State or County representatives shall have the right to monitor, assess, or evaluate Contractor's performance pursuant to this Agreement, said monitoring, assessments, or evaluations to include but not limited to audits, inspection of premises, reports, and interviews of project staff and participants. At any time during normal business hours and as often as County may deem necessary, Contractor shall make available to County, State or Federal officials for examination all of its records with respect to all matters covered by this Agreement and will permit County, State or Federal officials to audit, examine and make excerpts or transcripts from such records, and to make audits of all invoices, materials, payrolls, records of personnel, information regarding clients receiving services, and other data relating to all matters covered by this Agreement. If any services performed hereunder are not in conformity with the specifications and requirements of this Agreement, County shall have the right to require the Contractor to perform the services in conformity with said specifications and requirements at no additional increase in total Agreement amount. When the services to be performed are of such nature that the difference cannot be corrected, County shall have the right to (1) require Contractor immediately to take all necessary steps to ensure future performance of the services in conformity with requirements of the Agreement, and (2) reduce the Agreement price to reflect the reduced value of the services performed. In the event Contractor fails to perform the services promptly or to take necessary steps to ensure future performance of the service in conformity with the specifications and requirements of the Agreement, County shall have the right to either (1) by Agreement or to otherwise have the services performed in conformity with the Agreement specifications and charge to Contractor any cost occasioned to County that is directly related to the performance of such services, or (2) terminate this Agreement for default as provided in the Termination clause. 11.2 Cost or Pricing Data. If the Contractor submitted cost or pricing data in connection with the pricing of this Agreement or any change or modification thereto, unless such pricing was based on adequate price competition, established catalog or market prices of commercial items sold in substantial quantities of the general public, or prices set by law or regulation, the Contracting Officer or his representatives who are employees of the County or its agent shall have the right to examine all books, records, documents and other data of the Contractor related to the negotiation pricing or performance of such Agreement, change or modification, for the purpose of evaluating the accuracy, completeness and currency of the cost or pricing data submitted. 11.3 Availability. The materials described above shall be made available at the office of the Contractor, at all reasonable times, for inspection, audit or reproduction, until the expiration of three (3) years from the date of fmal payment under this Agreement, or by section 11.3.1 and 11.3.2, below: 11.3.1 If this Agreement is completely or partially terminated, the records relating to the work terminated shall be made available for a period of three (3) years from the date of any resulting final settlement. 11.3.2 Record which relate to appeals under the "Disputes" clause of this Agreement, or litigation or the settlement of claims arising out of the performance of this Agreement, shall be made available until such appeals, litigation, or claims have been disposed of, or three years after Agreement completion, whichever is longer. 11.4 Subcontracts. The Contractor shall insert a clause containing all the provisions of this Article 11 in all subcontracts hereunder except altered as necessary for proper identification of the Contracting parties and the Contracting officer under the County's prime Agreement. ARTICLE 12 INSPECTION OF SERVICE 12.1 Subject to Inspection. All performance (including services, materials, supplies and equipment furnished or utilized in the performance of this Agreement, and workmanship in the performance of services) shall be subject to inspection and test by the County at all times during the term of this Agreement. Contractor shall cooperate with any inspector assigned by H&l-I Gov Service Agreement National City Agreement - Page 9 of 13 Rev October 2006 COUNTY AGREEMENT NUMBER (Insert Number) AGREEMENT WITH NATIONAL CITY FOR PARTICIPATION IN CITIES READINESS INITITIVE, FIRST RESPONDER MASS PROPHYLAXIS PLAN the County to permit the inspector to determine whether Contractor's performance conforms to the requirements of this Agreement. County shall perform such inspection in a manner as not to unduly interfere with Contractor's performance. 12.2 Specification and Requirements. If any services performed by Contractor do not conform to the specifications and requirements of this Agreement, County may require Contractor to re -perform the services until they conform to said specifications and requirements, at no additional cost, and County may withhold payment for such services until Contractor correctly performs them. When the services to be performed are of such a nature that Contractor's cannot correct its performance, the County shall have the right to (1) require the Contractor to immediately take all necessary steps to ensure future performance of services conforms to the requirements of this Agreement, and (2) reduce the Agreement price to reflect the reduced value of the services received by County. In the event Contractor fails to promptly re -perform the services or to take necessary steps to ensure that future performance of the service conforms to the specifications and requirements of this Agreement, the County shall have the right to either (1) without terminating this Agreement, have the services performed, by Agreement or otherwise, in conformance with the specifications of this Agreement, and charge Contractor, and/or withhold from payments due to Contractor, any costs incurred by County that are directly related to the performance of such services, or (2) terminate this Agreement for default. ARTICLE 13 USE OF DOCUMENTS AND REPORTS 13.1 Findings Confidential. Any reports, information, data, etc., given to or prepared or assembled by Contractor under this Agreement which the County requests to be kept as confidential shall not be made available to any individual or organization by the Contractor without the prior written approval of the County. 13.2 Ownership, Publication, Reproduction And Use Of Material. All reports, studies, information, data, statistics, forms, designs, plans, procedures, systems, and any other material or properties produced under this Agreement shall be the sole and exclusive property of County. No such materials or properties produced in whole or in part under this Agreement shall be subject to private use, copyright or patent right by Contractor in the United States or in any other country without the express written consent of County. County shall have unrestricted authority to publish, disclose, distribute and other- wise use, copyright or patent, in whole or in part, any such reports, studies, data, statistics, forms or other materials or properties produced under this Agreement. 13.3 Confidentiality. County and Contractor agree to maintain confidentiality of any information regarding applicants, project participants or their immediate families which may be obtained through application forms, interviews, tests, reports, from public agencies or counselors or any other source. Without the written permission of the applicant or participant, such information shall be divulged only as necessary for purposes related to the audit and evaluation of the Agreement and then only to persons having responsibilities under the Agreement, including those furnishing services to Project under subcontract. County and Contractor agree that all information and records obtained in the course of providing services to project clients shall be subject to confidentiality and disclosure provisions of applicable Federal and State statutes and regulations adopted pursuant thereto. However, at County's request, Contractor shall permit County access to all records and information regarding the project and confidentiality shall not be a bar to County's access to all records and information. 13.4 Maintenance Of Records. Contractor shall maintain and keep available all records within the County of San Diego for a minimum of three (3) years from the ending date of this Agreement unless County agrees in writing to an earlier disposition. 13.5 Custody Of Records. County, at its option, may take custody of Contractor's client records upon Agreement termination or at such other time as County may deem necessary. County agrees that such custody and disclosure will conform to applicable confidentiality provisions of State and Federal law. Said records shall be kept by County in an accessible location within San Diego County and shall be available to Contractor for examination and inspection. 13.6 Audit Requirement. Contractors shall annually engage a Licensed Certified Public Accountant to conduct an annual audit of their agency's operations. Contractors that expend $300,000 or more of federal grant funds per year shall have an audit conducted in compliance with Government Auditing Standards, which includes Single Audit Act Amendments, Public Law 104-156, and OMB Circular A-133. Contractor shall include a clause in any Agreement or agreement Contractor enters into with an audit firm to provide access by the County, State, Federal Government to the working papers of the independent auditor who prepare the audit for Contractor. Contractor shall submit when requested two (2) copies of the annual report and the (management letter) optional depending on statement of work to the County no later than fifteen (15) days after receipt from the independent Certified Public Accountant. 13.7 Reports. Contractor shall submit reports required in Exhibit A and additional reports as may be requested by the COTR and agreed to by the Contractor. Format for the content of such reports may be developed by County. The timely H&H Gov Service Agreement National City Agreement - Page 10 of 13 Rev October 2006 COUNTY AGREEMENT NUMBER (Insert Number) AGREEMENT WITH NATIONAL CITY FOR PARTICIPATION IN CITIES READINESS INITITIVE, FIRST RESPONDER MASS PROPHYLAXIS PLAN submission of these reports is a necessary and material term and condition of this Agreement, and Contractor agrees that failure to meet specified deadlines will be sufficient cause to withhold payment. Contractor shall submit to County within thirty (30) days of the termination of this Agreement a report detailing all work done pursuant to this Agreement by Contractor. 13.8 Evaluation Studies. Contractor shall participate as requested by the County in research and/or evaluative studies designed to show the effectiveness and/or efficiency of Contractor services or to provide information about Contractor's project. ARTICLE 14 (RESERVED) ARTICLE 15 DISPUTES 15.1 In the event of any dispute arising out of or relating to this Agreement, the parties shall first attempt in good faith to resolve the dispute mutually between them. If unable to do so, then all matters in controversy shall be submitted to mediation. The parties shall select a mutually agreeable mediator within thirty (30) days of the request for mediation. Should the parties fail to resolve all of the matters in controversy at mediation, the parties may seek a judicial determination of the controversy. 15.2 The "Disputes" clause does not preclude consideration of legal questions in connection with decisions provided for in paragraph 15.1 above. Nothing in this Agreement shall be construed as making final the decision of any administrative official, representative, or board on a question of law. ARTICLE 16 GENERAL PROVISIONS 16.1 Assignment and Subcontracting. Contractor shall not assign any interest in this Agreement, and shall not transfer any interest in the same (whether by assignment or novation), without the prior written consent of the County; County's consent shall not be unreasonably withheld.. The Contractor shall make no Agreement with any party for furnishing any of the work or services herein contained without the prior written prior concurrence of the COTR. 16.2 Contingency. This Agreement shall bind the County only following its approval by the Board of Supervisors or when signed by the Purchasing and Contracting Deputy Director. 16.3 Entire Agreement. This Agreement, together with all Sections attached hereto and other agreements expressly referred to herein, constitute the entire agreement between the parties with respect to the subject matter contained herein. All prior or contemporaneous agreements, understandings, representations, warranties and statements, oral or written, including any proposals from Contractor and requests for proposals from County, are superseded. 16.4 Sections and Exhibits. All sections and exhibits referred to herein are attached hereto and incorporated by reference. 16.5 Further Assurances. Parties agree to perform such further acts and to execute and deliver such additional documents and instruments as may be reasonably required in order to carry out the provisions of this Agreement and the intentions of the parties. 16.6 Governing Law. This Agreement shall be governed, interpreted, construed and enforced in accordance with the laws of the State of California. 16.7 Headings. The Article captions, Clause and Section headings used in this Agreement are inserted for convenience of reference only and are not intended to define, limit or affect the construction or interpretation of any term or provision hereof. 16.8 Modification; Waiver. Except as otherwise provided in Article 6, "Changes," above, no modification, waiver, amendment or discharge of this Agreement shall be valid unless the same is in writing and signed by both parties. 16.9 Neither Party Considered Drafter. Despite the possibility that one party may have prepared the initial draft of this Agreement or played the greater role in the physical preparation of subsequent drafts, neither party shall be deemed the drafter of this Agreement and that, in construing this Agreement in case of any claim that any provision hereof may be ambiguous, no such provision shall be construed in favor of one party on the ground that such provision was drafted by the other. 16.10 No Other Inducement. The making, execution and delivery of this Agreement by the parties hereto has been induced by no representations, statements, warranties or agreements other than those expressed herein. H&11 Gov Service Agreement National City Agreement - Page 11 of 13 Rev October 2006 COUNTY AGREEMENT NUMBER (Insert Number) AGREEMENT WITH NATIONAL CITY FOR PARTICIPATION IN CITIES READINESS INITITIVE, FIRST RESPONDER MASS PROPHYLAXIS PLAN 16.11 Notices. Notice to either party shall be in writing and either personally delivered or sent by certified mail, postage prepaid, return receipt requested, addressed to the party to be notified at the address specified herein. Any such notice shall be deemed received on the date of personal delivery to the party (or such party's authorized representative) or three (3) business days after deposit in the U.S. Mail, as the case may be to the COTR and Contractor's Representative identified on the signature page. 16.12 Severability. If any term, provision, covenant or condition of this Agreement is held to be invalid, void or otherwise unenforceable, to any extent, by any court of competent jurisdiction, the remainder of this Agreement shall not be affected thereby, and each term, provision, covenant or condition of this Agreement shall be valid and enforceable to the fullest extent permitted by law. 16.13 Successors. Subject to the limitations on assignment set forth in Clause 16.1 above, all terms of this Agreement shall be binding upon, inure to the benefit of, and be enforceable by the parties hereto and their respective heirs, legal representatives, successors, and assigns. 16.14 Time. Time is of the essence of each provision of this Agreement. 16.15 Time Period Computation. All periods of time referred to in this Agreement shall include all Saturdays, Sundays and state or national holidays, unless the period of time specifies business days, provided that if the date or last date to perform any act or give any notice or approval shall fall on a Saturday, Sunday or State or national holiday, such act or notice may be timely performed or given on the next succeeding day which is not a Saturday, Sunday or State or national holiday. 16.16 Waiver. The waiver by one party of the performance of any term, provision, covenant or condition shall not invalidate this Agreement, nor shall it be considered as a waiver by such party of any other term, provision, covenant or condition. Delay by any party in pursuing any remedy or in insisting upon full performance for any breach or failure of any term, provision, covenant or condition shall not prevent such party from later pursuing remedies or insisting upon full performance for the same or any similar breach or failure. 16.17 Third Party Beneficiaries Excluded. This agreement is intended solely for the benefit of the County and its Contractor. Any benefit to any third party is incidental and does not confer on any third party to this Agreement any rights whatsoever regarding the performance of this Agreement. Any attempt to enforce provisions of this Agreement by third parties is specifically prohibited. 16.18 Publicity Announcements and Materials. All public announcements, including those issued on Contractor letterhead, and materials distributed to the community shall identify the County of San Diego as the funding source for Contracted programs identified in this Agreement. Copies of publicity materials related to Contracted programs identified in this Agreement shall be filed with the COTR. County shall be advised at least 24 hours in advance of all locally generated press releases and media events regarding Contracted services identified in this Agreement. 16.19 Critical Incidents. Contractor shall have written plans or protocols and provide employee training for handling critical incidents involving instances of violence or threat of violence directed toward staff or clients, breach of confidentiality, fraud, unethical conduct, or instances of staff or client drug and/or alcohol use at the program. Contractor shall report all such incidents to the COTR within one work day of their occurrence. H&H Gov Service Agreement National City Agreement - Page 12 of 13 Rev October 2006 2 COUNTY AGREEMENT NUMBER (Insert Number) AGREEMENT WITH NATIONAL CITY FOR PARTICIPATION IN CITIES READINESS INITITIVE, FIRST RESPONDER MASS PROPHYLAXIS PLAN SIGNATURE PAGE AGREEMENT TERM. This Agreement shall be effective this 1 St day of January 2007 ("Effective Date") and end on August 30, 2007 ("Initial Term") for a total Agreement period of eight months. OPTION TO EXTEND. The County's option to extend is for four increments of one year each for a total of four years beyond the expiration of the Initial Term, not to exceed August 30, 2011, pursuant to Exhibit C Payment Schedule. Unless County notifies Consultant in writing, not less than 30 days prior to the expiration date that they do not intend to renew the Contract; the Contract will be automatically renewed for another year. Options To Extend For One To Six Additional Months At End Of Agreement. County shall also have the option to extend the term of this Agreement in one or more increments for a total of no Less than one (1) and no more than six (6) calendar months at the discretion of the County Purchasing and Contracting Director. Each extension shall be effected by written unilateral Agreement amendment delivered to Contractor no less than fifteen (15) calendar days prior to expiration of any Agreement term. The rates set forth in Article 4, Exhibit C, or other pricing section of this Agreement shall apply to any option exercised pursuant to this option clause unless provision for appropriate price adjustment has been made elsewhere in this Agreement or by Agreement amendment. All payments are subject to "Availability of Funds." COMPENSATION. Pursuant to Exhibit C, County agrees to pay Contractor a sum not to exceed sixty thousand dollars ($60,000) for the initial term of this Agreement in accordance with the method of payment stipulated in Article 4. COTR. The County has designated the following individual as the Contracting Officer's Technical Representative ("COTR") Carmel J. Angelo, Acting Director Emergency Medical Services 6255 Mission Gorge Road San Diego, CA 92120 (619) 285-6539, (619) 285-6531 and email Carmel.angelo@sdcounty.ca.gov CONTRACTOR'S REPRESENTATIVE. The Contractor has designated the following individual as the Contractor's Representative. Chris Zapata, City Manager or Designee National City 1243 National City Boulevard National City, CA 91950 Phone (619) 336-4240 fax (619) 336-4327 email czapata@ci.national-city.ca.us IN WITNESS WHEREOF, County and Contractor have executed this Agreement effective as of the date first set forth above COUNTY OF SAN DIEGO National City By: By: WINSTON F. McCOLL, Director Ron Morrison, Mayor Department of Purchasing and Contracting Date: APPROVED AS TO FORM AND LEGALITY By: Date: Senior Deputy County Counsel H&H Gov Service Agreement National City Date: Agreement - Page 13 of 13 Rev October 2006 ' RESOLUTION NO. 2007 — RESOLUTION OF THE CITY COUNCIL OF THE CITY OF NATIONAL CITY AUTHORIZING THE MAYOR TO EXECUTE AN AGREEMENT WITH THE COUNTY OF SAN DIEGO FOR PARTICIPATION IN THE CITIES READINESS INITIATIVE, FIRST RESPONDER MASS PROPHYLAXIS PLAN WHEREAS, the Strategic National Stockpile (SNS) is a federally owned cache of pharmaceuticals and vaccines required during certain public health emergencies (bioterrorism or naturally occurring); and WHEREAS, structured and organized plans at the local level will help ensure a coordinated response effort that will protect the health and safety of its citizens as well as foster confidence in the public health system's ability to respond to an emergency; and WHEREAS, the Cities Readiness Initiative, First Responder Mass Prophylaxis Plan must be designed to assure that National City first responders and their households will be provided with appropriate preventive pharmaceuticals (prophylaxis) within 48 hours of the decision to do so; and WHEREAS, an Agreement with San Diego County is required for National City to participate in the San Diego County Full Scale Exercise scheduled for March 2007, and in exchange the City will receive $60,000 to be divided between the National City Fire and Police Departments for disaster preparedness. NOW, THEREFORE, BE IT RESOLVED that the City Council hereby authorizes the Mayor to execute an Agreement with the County of San Diego for participation in the Cities Readiness Initiative, First Responder Mass Prophylaxis Plan. Said Agreement is on file in the office of the City Clerk. PASSED and ADOPTED this 16th day of January 2007. Ron Morrison, Mayor ATTEST: Michael R. Dalla, City Clerk APPROVED AS TO FORM: George H. Eiser, III City Attorney City of National City Office of the City Clerk 1243 National City Boulevard, National City, CA 91950-4397 Michael R. Della, CMC - City Clerk (619) 336-4228 Fax: (619) 336-4229 January 25, 2007 Mr. Carmel J. Angelo, Acting Director Emergency Medical Services 6255 Mission Gorge Road San Diego, CA 92120 Dear Mr. Angelo, On January 16, 2007, Resolution No. 2007-9 was passed and adopted by the City Council of the City of National City, authorizing the Mayor to execute an Agreement with the County of San Diego for participation in the Cities Readiness Initiative, First Responder Prophylaxis Plan. We are forwarding a certified copy of the above Resolution and two fully executed original agreements. Please return one executed original agreement to us for our files. City Clerk Enclosure File No. C2006-22 ® Recycled Paper