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Contract - Occupational Safety Training Systems - 2016-01-01 AGREEMENT FOR CONSULTANT SERVICES SAFETY PROGRAM MANAGEMENT SERVICES This Agreement ("AGREEMENT") is made and effective as of January 1, 2016, between the Costa Mesa Sanitary District, a sanitary district ("DISTRICT"), and Occupational Safety Training Systems, Incorporated ("CONSULTANT"). In consideration of the mutual covenants and conditions set forth herein, the parties agree as follows: 1. TERM This AGREEMENT shall commence on January 1, 2016, and shall remain and continue in effect until tasks described herein are completed, unless sooner terminated pursuant to the provisions of this AGREEMENT. 2. SERVICES CONSULTANT shall perform safety program management services ("SERVICES") to DISTRICT for DISTRICT's Safety Program ("PROJECT"). The SERVICES to be provided are more particularly described in the Scope of Services attached hereto as Exhibit "A" and incorporated herein by reference. 3. PERFORMANCE CONSULTANT shall perform all SERVICES under this AGREEMENT in a skillful and competent manner, consistent with the standards generally recognized as being employed by consultants in the same discipline in the State of California and consistent with all applicable laws. CONSULTANT shall provide DISTRICT its work product in "turnkey" form. DISTRICT reserves the right to perform reasonable testing of CONSULTANT's work product before accepting the same. CONSULTANT shall warrant that all services provided and equipment installed shall perform in a workmanlike manner and be fit for its particular purpose. 4. COMPENSATION Compensation for the SERVICES shall be based on the actual amount of time spent in adequately performing the SERVICES and shall be billed on a monthly basis according to the agreed upon calendar of events, as described in Exhibit "B" and incorporated herein by reference. However, unless expressly agreed in a written change order in advance by DISTRICT, the cost to DISTRICT for the SERVICES shall not exceed seven thousand six hundred forty dollars ($7,640.00) annually. The written change order requirement cannot be waived. Failure to submit a written change order and 1 PSA 30U 12 10 receive written approval by the DISTRICT prior to performing extra work shall constitute a waiver of a claim for additional time or compensation. Invoices shall be submitted to DISTRICT monthly as performance of the SERVICES progresses. DISTRICT shall review and pay the approved charges on such invoices in a timely manner. SERVICES on the PROJECT shall begin immediately and be completed by December 31, 2016, unless extended by DISTRICT in writing. 5. PREVAILING WAGES CONSULTANT understands that this job, if over One Thousand Dollars ($1,000.00) in value and not exempt, requires compliance with the prevailing wage law. (Labor Code §§ 1720 et seq.) As such, DISTRICT will ascertain the prevailing wages to be paid on this job from the Director of Industrial Relations. Said amounts are listed at http://www.dir.ca.gov/dlsr/pwd/index.htm. CONSULTANT agrees to pay prevailing wages and maintain prevailing wage records regarding those payments. CONSULTANT is also required to comply with the apprentice requirements. CONSULTANT shall defend, indemnify, and hold the DISTRICT, its elected officials, officers, employees, and agents free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. CONSULTANT recognizes that state law makes eight (8) hours a day's work, and any worker working in excess of that time must be paid overtime. (Labor Code § 1813.) 6. INSURANCE CONSULTANT shall, at its expense, procure and maintain for the duration of this AGREEMENT insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of this AGREEMENT by the CONSULTANT, its agents, representatives, employees, or subcontractors. CONSULTANT shall also require all of its subcontractors to procure and maintain the same insurance for the duration of this AGREEMENT. If CONSULTANT is an employer or otherwise hires one (1) or more employees during the term of this PROJECT, CONSULTANT shall procure and maintain workers' compensation coverage for such employees which meets all requirements of state law (Labor Code § 1861). At a minimum, CONSULTANT is required to submit proof of insurance in accordance with the following standards: Minimum Scope of Insurance: Coverage shall be at least as broad as the latest version of the following: (1) General Liability: Insurance Services Office Commercial General Liability coverage (occurrence form CG 0001): (2) Automobile Liability: Insurance Services Office Business Auto Coverage form number CA 0001, code 1 (any auto); and (3) Workers' Compensation and Employer's Liability: Workers' Compensation insurance as required by the State of California and Employer's Liability Insurance. 2 PSA 30U 12 10 Minimum Limits of Insurance: CONSULTANT shall maintain limits of no less than: (A)General Liability. One Million Dollars ($1,000,000.00) per occurrence for bodily injury, personal injury and property damage. If Commercial General Liability Insurance or other form with general aggregate limit is used, either the general aggregate limit shall apply separately to this AGREEMENT/location or the general aggregate limit shall be twice the required occurrence limit. (B)Automobile Liability. One Million Dollars ($1,000,000.00) per accident for bodily injury and property damage. (C)Workers' Compensation and Employer's Liability. Workers' Compensation limits as required by the Labor Code of the State of California. Employer's Liability limits of One Million Dollars ($1,000,000.00) per accident for bodily injury or disease. Insurance Endorsements: The insurance policies shall contain the following provisions, and a separate endorsement stating to add the following provisions to the insurance policies shall be submitted and approved by DISTRICT: (A)General Liability. The general liability policy shall be endorsed to state that: (1) DISTRICT, its directors, officials, officers, employees, agents, and volunteers shall be covered as additional insureds with respect to the work or operations performed by or on behalf of the CONSULTANT, including materials, parts, or equipment furnished in connection with such work; and (2) the insurance coverage shall be primary insurance as respects DISTRICT, its directors, officials, officers, employees, agents, and volunteers, or if excess, shall stand in an unbroken chain of coverage excess of the CONSULTANT'S scheduled underlying coverage. Any insurance or self-insurance maintained by DISTRICT, its directors, officials, officers, employees, agents, and volunteers shall be excess of the CONSULTANT's insurance and shall not be called upon to contribute with it in any way. (B)Workers' Compensation and Employer's Liability Coverage. The insurer shall agree to waive all rights of subrogation against DISTRICT, its directors, officials, officers, employees, agents, and volunteers for losses paid under the terms of the insurance policy which arise from work performed by the CONSULTANT. (C)All Coverage. Each insurance policy required by this AGREEMENT shall be endorsed to state that: (A) coverage shall not be suspended, voided, reduced, or canceled except after thirty (30) days prior written notice by certified mail, return receipt requested, has been given to DISTRICT, and (B) any failure to comply with reporting or other provisions of the policies, including breaches or warranties, shall not affect coverage provided to DISTRICT, its directors, official, officers, employees, agents, and volunteers. 3 PSA 30U 12 10 Acceptability of Insurers: Insurance is to be placed with insurers with a current A.M. Best's rating of no less than A-:VIII, licensed to do business in California, and satisfactory to DISTRICT. All insurance documents must be submitted and approved by the District's Risk Manager prior to execution of any AGREEMENT with DISTRICT. 7. INDEMNIFICATION (a) Indemnification for Professional Liability. When the law establishes a professional standard of care for CONSULTANT's services, to the fullest extent permitted by law, CONSULTANT shall indemnify, protect, defend, and hold harmless DISTRICT and any and all of its officials, employees, and agents from and against any and all losses, liabilities, damages, costs, and expenses, including attorney's fees and costs to the extent the same arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of CONSULTANT, its officers, agents, employees, or subconsultants (or any entity or individual that CONSULTANT shall bear the legal liability thereof) in the performance of professional services under this AGREEMENT. (b) Indemnification for Other than Professional Liability. Other than in the performance of professional services and to the fullest extent permitted by law, CONSULTANT shall indemnify, defend, and hold harmless DISTRICT and any and all of its employees, officials, and agents from and against any liability (including liability for claims, suits, actions, arbitration proceedings, administrative proceedings, regulatory proceedings, losses, expenses, or costs of any kind, whether actual, alleged, or threatened, including attorney's fees and costs, court costs, interest, defense costs, and expert witness fees) where the same arise out of, pertain to, relate to, are a consequence of, or are in any way attributable to, in whole or in part, the performance of this AGREEMENT by CONSULTANT or by any individual or entity for which CONSULTANT is legally liable, including, but not limited to, officers, agents, employees, or subconsultants of CONSULTANT. 8. TERMINATION DISTRICT may terminate this AGREEMENT at any time with or without cause. If DISTRICT terminates this AGREEMENT without cause before PROJECT completion, CONSULTANT shall be entitled to be paid for SERVICES adequately completed prior to the notification of termination. CONSULTANT may terminate this AGREEMENT for cause only. 9. MISCELLANEOUS This AGREEMENT shall be interpreted according to the laws of the State of California and any action arising from this AGREEMENT shall be brought in the superior or federal district court with jurisdiction over DISTRICT. 4 PSA 30U 12 10 This AGREEMENT and the attachments hereto shall contain the entire agreement between the parties. This AGREEMENT cannot be modified except in a writing signed by both parties. In the event of inconsistency between this AGREEMENT and any attachment hereto, this AGREEMENT shall control in all respects. DISTRICT shall own all work product prepared in the course of providing the SERVICES under this AGREEMENT. In the event of termination of this AGREEMENT, CONSULTANT shall immediately turn all work product over to DISTRICT. If specialized software or computer hardware is required to view or transmit said work product, CONSULTANT shall make that software and hardware available to the DISTRICT at no cost during normal business hours. This AGREEMENT cannot be assigned without the prior written consent of the DISTRICT. CONSULTANT is and shall at all times remain as to DISTRICT an independent contractor. No employee benefits shall be available to CONSULTANT in connection with the performance of this AGREEMENT. Except for the fees paid to CONSULTANT as provided in this AGREEMENT, DISTRICT shall not pay salaries, wages, or other compensation to CONSULTANT for performing any services hereunder for DISTRICT. DISTRICT shall not be liable for compensation or indemnification to CONSULTANT for injury or sickness arising out of performing any services hereunder. All information gained by CONSULTANT in the performance of this AGREEMENT shall be considered confidential and shall not be released by CONSULTANT without DISTRICT's prior written authorization. CONSULTANT shall not, without written authorization from the General Manager or unless requested by the District Counsel, voluntarily provide declarations, letters of support, testimony at depositions, response to interrogatories, or other information concerning the work performed under this AGREEMENT. Response to a subpoena or court order shall not be considered "voluntary" provided CONSULTANT gives DISTRICT notice of such court order or subpoena. 5 PSA 30U 12 10 CONSULTANT warrants that the individual who has signed this AGREEMENT has the legal power, right, and authority to make this AGREEMENT and bind the CONSULTANT hereto. If you agree with the terms of this AGREEMENT, indicate by signing and dating two original agreements where indicated below and return both to the undersigned. Once the documents are fully executed, one original will be returned to you for your records. DISTRICT CONSULTANT Approved by: Reviewed„and Acc pted by: ki U\ c_tei/CLCO General Manager Signature Approved as to Form: Name 7-2 yP Harper & Burns LLP Title • District Counsel .� /-� Z 7 Date 11111 6 PSA 30U 12 10 Costa Mesa Sanitation Safety Program Management 2016 Pricing February: $430.00 o Forklift Safety (FIELD) $215.00 o GHS Hazcom (OFFICE) $215.00 March: $430.00 o Bloodborne Pathogens (FIELD & OFFICE) $215.00 ea April: $605.00 o PPE(FIELD) $215.00 o Basic First Aid (OFFICE) $215.00 a Quarterly Facility Inspection Walk 'Dun $125.00 o Quarterly Safely Committee Meeting $50.00 May: $1215.00 o Service Truck Crane(FIELD) $1,000.00 a I lousekeeping Slips/Trips/Falls (OFFICE) $215.00 June: $430.00 a Heat Illness (FIELD &OFFICE) $215.00 ea July: $$65_00 a Fall Protection Comp Person 4hrs (FIELD) $650.00 o Ergonomics (OFFICE) $215.00 August: $430.00 o LOTO-Authorized (FIELD) $215.00 o Earthquake Safety (OFFICE) $215.00 September: $430.00 o Emergency Preparedness/ Evac Drill (FIELD & OFFICE) $215.00ea October: $1,340.00 o Hazwoper FRO Refresher 8hrs (FIELD) $950.00 o Injury & Illness (OFFICE) $215.00 o Quarterly Facility Inspection Walk Thru $125.00 o Quarterly Safety Committee Meeting $50.00 November: $430.00 o Fire Extinguisher(FIELD & OFFICE) $215.00 ea December: $430.00 a Hearing Conservation (FIELD) $215.00 a Holiday Safety (OFFICE) $215.00 January: $605.00 o Ladder Safety (FIELD) $215.00 o Back Safety (OFFICE) $215.00 EXHIBIT A o Quarterly Facility Inspection Walk Thru $125.00 o Quarterly Safety Committee Meeting $50.00 Estimated total for the year: $7,640.00t tCost could vary based on the number of classes to be scheduled. If I class is cancelled remaining class cost is $275.00. Pricing of$215.00 per class is a discounted rate (when there are 2 scheduled) Inspections are based on square footage and environment being inspected. Topics can be moved,changed or new topics added. Please call if you have any questions. 909.614.2655 Sincerely, Sherry Gonzalez/Gregg Bullock Business Development OSTS Inc. EXHIBIT A Services Offered MANAGEMENT TRAINING •Compliance Consultation •Safety Meeting Facilitation • Program Mgmt Services •Supervisor Liability/R,esgonsibiLHy • Facility/Site Setetyinsppct on • Periodic Evacuation Drill Execution Representation as Employer Representative at Cal OSHA Informal Conference &Appeals Board PROGRAMS & TRAINING •_Injury_and_Illness • Ergonomics • Machine Guarding • Rack Injury Prevention • Emergency&On@ • Respiratory Protection Training • B!oodbome Pathogens • Lead Exposure Prevention • Hazard Communication • Hearing Conservation • Fire Extinguisher Training • Lockout layout • Eye Protection • I lou sekeeping TECHNICAL TRAINING / SERVICES NEW MOBILE CRANE SAFETY PREP COURSE AND PRACTICAL EXAMS! •CPR and First Aid I raining • Confined Space Entry • Defensive Driving • Hazardous Materials Training •Forklift Safely Training •Awareness Bhrs • Forklift Instructor Course •Operations 24 hrs •Noise Dosimetry'1 esting •Technician 32 hrs •Air Sampling • Incident_Commander • Mobile Audiometric!esting • Hazardous Waste 40 hrs • Mobile Pulmonary Function •Custom "Small Spill' Training • Industrial Hygiene Services • D.O.T. 181. HM126E/215A • Ergonomic Evaluations • Dangerous Goods(IATA/INIDO) • Fixed/Mobile Crane Training • Waste Minimization • MSI IA (Mine Safety&I Iealth) • OSHA 10 hour& 30 Hour • I ligh/Ierw Volt Electrical Courses Training (Construction &General • I Icays I Igo ipment Training Industry) •Aerial Lift Safety Training • Asbestos Training • Scissors Lift Safety Training •Certified Lead Training • Storni Water Control OW I'I'I') SAFETY VIDEOS Click here to download our Video Catalog (pdf/120k( EXHIBIT A SAFETY TRAINING PROGRAM SCHEDULE Company:CMSD-Field & Office Address: 174 W. Wilson St Costa Mesa, 92627 Training Schedule From: February 2016 To: January 2017 DATE: February2016 DATE: March2016 DATE: April2016 TOPICS TO BE COVERED TOPICS TO BE COVERED TOPICS TO BE COVERED Forklift Safety (FIELD) Bloodborne Pathogns PPE (FIELD) (1 hr each) GHS Hazcom (OFFICE) Basic First Aid (OFFICE) (1 hr each) FIELD & OFFICE Facility Walk Thru/SCM 02.23 03.22 4.19 DATE: May2016 DATE: June2016 DATE: July2016 TOPICS TO BE COVERED TOPICS TO BE COVERED TOPICS TO BE COVERED Fall Protection Competent Person Service Truck Crane(FIELD) Heat Illness (4 hours) FIELD (1 hr each) Housekeeping Ergonomics (1 hour) OFFICE Slips/Trips/Falls FIELD & OFFICE (OFFICE) Facility Walk thru/SCM 5.17 6.21 7.19 DATE: August2016 DATE: September2016 DATE: October2016 TOPICS TO BE COVERED TOPICS TO BE COVERED TOPICS TO BE COVERED LOTO Hazwoper FRO Refresher (2 hours Auth) FIELD Emergency Prep/Evacuation Drill (8 hours FIELD) (1 hr each) Injury & Illness(OFFICE) Earthquake Safety (1 hour) OFFICE Facility Walk thru/SCM 6:30am & 9:30am 8.23 9.20 10.18 DATE: November2016 DATE: December2016 DATE: January2017 TOPICS TO BE COVERED TOPICS TO BE COVERED TOPICS TO BE COVERED Fire Extinguisher Hearing Conservation Ladder Safety (FIELD) (1 hr each) FIELD Back Safety OFFICE Holiday Safety OFFICE Facility Walk Thru/SCM 11.22 12.20 01.17 EXHIBIT B