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Item No. 3 - CONSIDERATION OF AN ORDINANCE RELATED TO FORMALLY ESTABLISHING LOCAL HEALTH DEPARTMENT AND A PROFESSIONAL SERVICES AGREEMENT FOR HEALTH DEPARTMENT SERVICESAGENDA ITEM NO.3 AGENDA STAFF REPORT City of West Covina I Office of the City Manager DATE: May 4, 2021 TO: Mayor and City Council FROM: David Carmany City Manager SUBJECT: CONSIDERATION OF AN ORDINANCE RELATED TO FORMALLY ESTABLISHING LOCAL HEALTH DEPARTMENT AND A PROFESSIONAL SERVICES AGREEMENT FOR HEALTH DEPARTMENT SERVICES RECOMMENDATION: It is recommended that the City Council: 1. Introduce for first reading, by title only, further reading waived, the following ordinance: ORDINANCE NO.2484 - AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF WEST COVINA, CALIFORNIA, REPEALING AND REPLACING ARTICLE I (IN GENERAL) OF CHAPTER 13 (HEALTH AND SANITATION) OF THE WEST COVINA MUNICIPAL CODE TO ESTABLISH A PUBLIC HEALTH DEPARTMENT 2. Approve a Professional Services Agreement (PSA) with Transtech Engineers, Inc. (Transtech) for Health Department Services and authorize the City Manager to execute the agreement in substantially the form as attached and in such final form as approved by the City Attorney. BACKGROUND: The City of West Covina currently receives its public health services through the Los Angeles County Department of Public Health (County Health Department). In 1936, the City of West Covina adopted Resolution No. 2, consenting to the enforcement of all orders, quarantine regulations and rules prescribed by the State Board of Health, of all statutes relating to public health and to vital statistics by the County of Los Angeles (County) Health Officer within West Covina limits. In 1963, West Covina entered into its current Health Services Agreement (Agreement) with the County. Pursuant to the Agreement, the County provides health department services, including the enforcement of all ordinances relating to health and sanitation, inspections and related functions. On March 4, 2020, Governor Newsom proclaimed a state of emergency to exist in the State of California in response to the COVID-19 outbreak. Since the state of emergency was declared, Governor Newsom along with the County Health Department have imposed health orders aimed at curbing the spread of the virus. While well intended, the health orders at times have had no data or scientific evidence to support the mandated orders. In addition, the pandemic has impacted communities differently throughout Los Angeles County. Los Angeles County is one of the largest counties in the nation at 4,084 square miles, and has the largest population in the nation, with nearly 10 million residents, who account for 27% of California's population. The combination of the County's vast geographic area with the significant population size make it difficult to address the specific needs of communities that are impacted differently by the pandemic with one -size -fits -all policies. Each community and region within the County have had drastically different case rates and hospitalization numbers. West Covina has had relatively low infection rates compared to the Countywide rates even during the times the pandemic was surging in the County. On December 1, 2020, in response to complaints from residents and the business community and a desire to provide a more appropriate response to the pandemic based on West Covina's data, the West Covina City Council directed staff to explore methods to improve local public health — including alternatives to the County Health Department. On December 9, 2020, the City engaged Valley Physicians Medical Group, through Dr. P. Basil Vassantachart, MD, to provide consulting services relating to evaluating options for establishing a local health department. On February 23, 2021, the City Council adopted Resolution 2021-15 and Urgency Ordinance No. 2476, terminating the Los Angeles County Health Officer services identified in Health and Safety Code section 101375. Staff submitted certified copies to the County by the March 1, 2021 deadline. The termination will be effective July 1, 2021. To terminate the County's services, the City is required to provide notice of termination of the Health Services Agreement at least 30 days prior to the end of the fiscal year, or by May 31, 2021. The City received a letter dated February 23, 2021 from the County Health Department staring the County Health Department will continue to serve West Covina in its current capacity. The City intends for services paid for by local property taxes to continue to benefit the community. On March 16, 2021, the City Council introduced Ordinance No. 2478 (adding the position of Public Health Director as an exempt position in the municipal code) and Ordinance No. 2479 (adopting by reference County health code provisions). On April 6, 2021, the City Council adopted Ordinance No. 2478 and Ordinance No. 2479. At the April 7, 2021 Human Resources Commission meeting, the Commission approved the job description and salary grade for a Public Health Officer. On April 20, 2021, the City Council adopted the job description and salary grade for a Public Health Officer. DISCUSSION: As the City moves forward with the establishment of a local Health Department, the following actions need to occur: 1. Amend Chapter 13 of the West Covina Municipal Code to formally create the Health Department and establish the functions of the Health Department. At tonight's meeting, staff is recommending that the City Council introduce for first reading Ordinance No. 2484 to amend Chapter 13. 2. Approve the PSA with Transtech for Health Department Services. Ordinance No. 2484: Chapter 13 of the West Covina Municipal Code needs to be amended to formally create the Health Department and set forth the functions of the Health Department. Chapter 3 of Division 1 of Title 17 of the California Code of Regulations (CCRs) generally outlines what a local health department is required to perform. In order to be accredited as a local health department and be eligible for funds, a local health department must perform all the duties and functions imposed upon it by the Health and Safety Code, other California statutes, and by the rules, regulations and orders of the California Department of Public Health. Ordinance No. 2484 amends Chapter 13 to repeal and replace Article I by formally creating the Health Department and outlining the functions of the West Covina Health Department, consistent with the requirements of 17 CCR section 1276. Staff is recommending that the City Council introduce Ordinance No. 2484 for first reading. PSA with Transtech On March 25, 2021, the City of West Covina released a Request for Qualifications for qualified consulting firms to initiate and support ongoing Health Department operations. The City received one statement of qualifications submission from Transtech in association with Constant Associates (Constant) by the deadline of April 15, 2021. Transtech's statement of qualifications includes a comprehensive approach to establishing a local health department. The City will contract with Transtech, which will provide all the required functions of the Health Department. The relevant terms of the contract are as follows: Term: One (I) -year term with two (2) one-year extensions Compensation: o Establishment & Implementation: an amount not to exceed $98,190 (based on rate schedule attached to PSA) o Inspection Services: 90% of fees collected (the fee schedule is on the City Council's agenda for approval this evening) Scope of Services: Transtech and Constant along with City staff will develop a framework for the local health department. The following are the tasks included in Transtech's proposal: • Task 1 - Public Health Officer Support • Task 2 - Coordination with County and State Authorities • Task 3 - Legal Issues • Task 4 - Determine Staffing Needs for Environmental Health Retail Food Facility Inspection Program • Task 5 - Program Staffing • Task 6 - Equipment and Supplies • Task 7 - Outreach to Regulated Community • Task 8 - Operating Procedures • Task 9 - Fee Schedule and Budget • Task 10 - Framework for Assumption of Addition Public Health Department Functions • Task I I- Operation Assessment West Covina currently contracts with Transtech for Building & Safety services as well as engineering. Constant is a consulting firm specializing in health security, healthcare preparedness, emergency management and counterterrorism. Constant's clients include California Department of Public Health, City of Long Beach Department of Health & Human Services, City of Pasadena Public Health Department, Los Angeles Department of Public Health, Santa Clara County Public Health Department among many others. Constant provides planning, training, exercise, outreach and staffing services. Staff is recommending that the City Council approve the PSA (Attachment No. 2) and authorize the City Manager to execute the PSA in substantially the form as attached and in such final form as approved by the City Attorney. LEGAL REVIEW: The City Attorney's Office has reviewed the proposed ordinance and proposed agreement and approved them as to form. OPTIONS: The options available to the City Council are as follows: 1. Approve staffs recommendation; or 2. Provide alternative direction. Prepared by: Paulina Morales, Acting Assistant City Manager Attachments Attachment No. 1 - Ordinance No. 2484 Attachment No. 2 - Agreement with Transtech Engineers, Inc. CITY Enhance the City Image and Effectiveness COUNCIL Protect Public Safety GOALS & Respond to the Global COVID-19 Pandemic OBJECTIVES: ATTACHMENT NO. 1 ORDINANCE NO. 2484 AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF WEST COVINA, CALIFORNIA, REPEALING AND REPLACING ARTICLE I (IN GENERAL) OF CHAPTER 13 (HEALTH AND SANITATION) OF THE WEST COVINA MUNICIPAL CODE TO ESTABLISH A PUBLIC HEALTH DEPARTMENT WHEREAS, the Los Angeles County Department of Public Health has historically provided public health services to the City of West Covina; and WHEREAS, the West Covina City Council is establishing a local health department to establish local control over public health issues and better serve the community; and WHEREAS, the City Council desires to repeal and replace the existing provisions of Article I of Chapter 13 of the West Covina Municipal Code to adopt provisions creating a public health department and setting forth the functions of said health department; and WHEREAS, the City desires that the West Covina Municipal Code language be revised effective July 1, 2021; and WHEREAS, all legal prerequisites prior to the adoption of this Ordinance have occurred. NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF WEST COVINA, CALIFORNIA DOES HEREBY ORDAIN AS FOLLOWS: SECTION 1. Repealand Replacement of Article I of Chapter 13. Article I (In General) of Chapter 13 (Health and Sanitation) of the West Covina Municipal Code is hereby repealed and replaced as follows: ARTICLE I — HEALTH DEPARTMENT Sec. 13-1. —Creation of health department. There is hereby created within the city a public health department, under the general administratio n of the city manager, which shall be under the direction and control of the city's public health director. Sec. 13-2.—City health officer function. All references now or hereafter made in any city ordinance, resolution, regulation or document of any kind to the "city health officer" or "health officer" shall be deemed to refer to the public health director. Sec. 13-3. — Definitions. As used in this article: (a) `Department' means the West Covina public health department. (b) `Director" means the public health director. Sec. 13-4. — Department functions. The department shall: (a) Administer programs for the control and prevention of disease, promotion of maternal and child health, promotion of public health, and general health education. (b) Administer environmental health and sanitation services and programs. (c) Administer and enforce all laws, ordinances and regulations dealing with public health and sanitation. (d) Cooperate with other enforcement agencies in administering and enforcing all laws, ordinances and regulations relating to public health. (e) Maintain vital statistics. (1) Cooperate with public and private agencies dealing with the health needs of residents of the city. (g) Perform such other related duties as shall be required by law, ordinance or the city manager. Sec. 13-5. —Director —powers and duties. The director, either directly or through aduly authorized representative, shall exercise such powers and duties as are prescribed by law, including but not limited to: (a) All duties now or hereafter delegated to the director by this or any other ordinance or resolution of the city, or by orders or directives of the city council or the city manager. (b) All powers and duties now or hereafter delegated to the health officer by any state or federal statute or regulation, city ordinance or resolution, or orders or directives of the city council or the city manager. SECTION 2. Environmental Compliance. The City Council hereby fords that it can be seen with certainty that there is no possibility the adoption and implementation of this Ordinance may have a significant effect on the environment because it generally maintains the status quo, and is merely a mechanism to change which entity enforces applicable law relating to public health. The Ordinance is therefore exempt from the environmental review requirements of the California Environmental Quality Act pursuant to Section 15061(b)(3) of Title 14 of the California Code of Regulations. SECTION 3. Severability. If any section, subsection, sentence, clause, phrase or portion of this Ordinance is for any reason held to be invalid or unconstitutional by the decision of any court of competent jurisdiction, such decision shall not affect the validity of the remaining portions of this Ordinance. The City Council of the City of West Covina hereby declares that it would have adopted this Ordinance and each section, subsection, sentence, clause, phrase, or portion thereof, irrespective of the fact that any one or more sections, subsections, sentences, clauses, phrases or portions be declared invalid or unconstitutional. SECTION 4. Effective Date. This Ordinance shall take effect thirty (30) days after its final passage. Section 1 of this Ordinance, which repeals and replaces Article I of Chapter 13 of the West Covina Municipal Code, shall amend the West Covina Municipal Code on July 1, 2021. SECTION 5. Certification The City Clerk shall certify to the passage and adoption of this Ordinance and shall cause the same to be published or posted in the manner required by law. PASSED, APPROVED AND ADOPTED on the th day of , 2021. Letty Lopez-Viado Mayor APPROVED AS TO FORM ATTEST Thomas P. Duarte Lisa Sherrick City Attorney Assistant City Clerk I, LISA SHERRICK, ASSISTANT CITY CLERK of the City of West Covina, California, do hereby certify that the foregoing Ordinance No. 2484 was introduced at a regular meeting of the City Council held on the 4th day of May, 2021, and adopted at a regular meeting of the City Council held on the day of 2021, by the following vote ofthe City Council: AYES: NOES: ABSENT: ABSTAIN: Lisa Sherrick Assistant City Clerk ATTACHMENT NO. 2 CITY OF WEST COVINA PROFESSIONAL SERVICES AGREEMENT WITH TRANSTECH ENGINEERS, INC. FOR HEALTH DEPARTMENT SERVICES THIS AGREEMENT is made and entered into this 4th day of May, 2021 ("Effective Date"), by and between the CITY OF WEST COVINA, a municipal corporation ("City"), and TRANSTECH ENGINEERS, INC., a California corporation ("Consultant"). WITNESSET A. WHEREAS, on March 16, 2020, the 'eager declared a local emergency due to the coronavirus (COVID-19) pandemic. The to rgency remains in effect; and B. WHEREAS, the Los Angeles Cou partment*ublic Health ("County") has historically provided public health services to the Cit est Covi and C. WHEREAS, the COVID-19 pandemic cre3lpd a regulatory compliance crisis for West Covina's local businesses, especially in the vital food service sector. The community, restaurants, grocers and other essential food providers requested and required information and compliance assistance that was not available from the County as they tried to meet the needs of more than ten million residents with little capacity to address the needs of the West Covina community. In order to fill this void, the City is initiating establishment of a City Health Department to ensure protection public health through this pandemic and preparing for future needs as they may occur. The Ci 'cipates utilizing multiple available revenue sources including grants, fees, subventions and cts to initiate and maintain public health services, with American Rescue Plan Act funding utili s a one-time transition supplement; N , the City is in the process of establishing a local health department; and I"% E. WHEREAS, 17 C.C.R. § 1275 provides that in order to qualify for funds made available pursuant to Health and Safety Code § 101230, a local health department "shall perform all of the duties and functions imposed upon it by the Health and Safety Code and other statutes of the State of California, and by the rules, regulations and orders of the Department of Health Services"; an## F. WHEREAS, 17 C.C.R. § 1276 provides that a "health department shall offer at least the following basic services to the health jurisdiction which it serves: (a) Collection, tabulation and analysis of all public health statistics, including population data, natality, mortality and morbidity records, as well as evaluation of service records. (b) Health education programs including, but not necessarily limited to, staff education, consultation, community organization, public information, and individual and group teaching, such programs to be planned and coordinated within the department and Transtech Engineers, Inc. Health Department Services Form Revised November 2020 with schools, public and voluntary agencies, professional societies, and civic groups and individuals. (c) Communicable disease control, including availability of adequate isolation facilities, the control of the acute communicable diseases, and the control of tuberculosis and the venereal diseases, based on provision of diagnostic consultative services, epidemiologic investigation and appropriate preventive measures for the particular communicable disease hazards in the community. (d) Medical, nursing, educational, and other servicesio promote maternal and child health, planned to provide a comprehensive program to meet community needs in these fields. (e) Environmental health and sanitation services and programs in accordance with an annual plan and program outline as required in Title 17, Section 1328, and approved by the State Department of Health and the applicable services and program standards as specified in the State Department of Health 'Services in a Local Environmental Health and Sanitation Program,' September 1976. The required services and programs shall be as follows: (1) Food. (2) Housing and insti ns. (3) Radiological health local jurisdictions contracting with the State Department of Health to enforce the Radiation Control Law pursuant to (4)4*Section 25600-25654 and Sections 25800-25876, Health and Safety Code. ilk and dairy products in local jurisdictions maintaining an approved milk inspection service pursuant to IC-ction 32503, Food and Agricultural Code. (5) Water oriented recreation. (6) Safety. (7) Vector control. 8) Wastes management. Water supply. (10) Air sanitation. (11) Additional environmentally related services and programs as required by the County Board of Supervisors, City Council, or Health District Board. (12) And may include land development and use. Transtech Engineers, Inc. Health Department Services Form Revised November 2020 (f) Laboratory services, provided by an approved public health laboratory in health departments serving a population of 50,000 or more. Such laboratories shall provide: (1) Services necessary for the various programs of the health department. (2) Consultation and reference services to further the development of improved procedures and practices in laboratories employing such procedures related to the prevention and control of human disease. (g) Services in nutrition, including appropriate activities in education and consultation for the promotion of positive health, the prevention of ill health, and the dietary control of disease. (h) Services in chronic disease, whictay include casO finding, community education, consultation, or rehabilitation r the prevention or mitigation of any chronic disease. (i) Services directed to the social factors affeWing health, and �A�fch may include community planning, counseling, consultation, education, and special studies. 0) Services in occupational health to promote the health of employed persons and a healthful work environment, including educational, consultative and other activities appropriate to local needs. Where the population of a health jurisdiction exceeds 500 thousand, the program in occupational health shall include a planned and organized service with trained staff. (1)ervices in occupational health' shall mean, as a minimum, a program of � industrial sanitation and surveillance of occupational health hazards to insure that places of employment are maintained in a healthful and sanitary condition. For the purpose of this section, 'sanitary condition' is defined as equivalent to that described in the'Recommended Standards of Sanitation in Places of Employment' issued by the California State Department of Health Services. Such services shall be provided by at least one Occupational Health Sanitarian as defined in Section 1307, or any one of the occupational health disciplines in Section 1306, with medical, sanitation, and public health nursing support available. �(2) 'Planned and organized service' shall include services in occupational health as defined above, and in addition the prevention of work -induced illness and disability by recognizing, evaluating and preventing unhealthful environmental conditions and practices in places of work. (3) 'Trained staff shall be defined as follows: (A) When the health jurisdiction includes a population of 500,000 to 1,000,000, at least 1, and after July 1, 1968, 2 full-time health professionals representing 1 or 2, respectively, of the disciplines listed in part (4) hereof shall be employed. Transtech Engineers, Inc. Health Department Services Form Revised November 2020 (B) When health jurisdictions include more than 1,000,000 population at least 2, and after July 1, 1968, 3 full-time health professionals representing 2 or 3, respectively, of the 5 disciplines listed in part (4) hereof shall be employed. (C) When health jurisdictions include more than 5,000,000 population, at least 10 full-time health professionals including all 5 of the disciplines listed in part (4) hereof shfbmployed. (4) Occupational health disciplines include:nal Health Physician; Occupational Health Nursing Consultal Hygiene Engineer; Industrial Hygienist (including sanitar' ropriate training); and Industrial Hygiene Chemist as defined in Section 1306. (k) Appropriate services in the field of family planning, w\aftitvalues, de: (1) Promotion of availability of program elements such a (A) Assembling knowledge about family planni and information held by population groups. (B) Public and professional educational services about the health benefits of family planning and fertility control methods. 11 (C) Professional services for sterility c *fa on, fertility control and genetic counseling for all segmenhe population, making available methods acceptable tolies of any religious persuasion. III, (D) Evaluation of the adequacy of the community's family planning � efforts. (2) Provision of program elements which are not otherwise likely to be made P11%[easonably vailable, including family planning services for those groups who cannot obtain them. (1) Public health nursing services to provide for the preventive and therapeutic care of the population served"; and G. WHEREAS, City proposes to utilize the services of Consultant as an independent contractor to City to provide health department services, as more fully described herein; and H. WHEREAS, Consultant represents that it has that degree of experience and holds all necessary licenses to practice and perform the services herein contemplated or that it will cause the services to be performed by subconsultants with such experience and licensing, except that if Consultant is required to but does not yet hold a City business license, it will promptly obtain a business license and will not provide services to the City until it has done so; and I. WHEREAS, City and Consultant desire to contract for the specific services described in Exhibit "A" and desire to set forth their rights, duties and liabilities in connection with the services to be performed; and Transtech Engineers, Inc. Health Department Services Form Revised November 2020 J. WHEREAS, no official or employee of City has a financial interest, within the provisions of Sections 1090-1092 of the California Government Code, in the subject matter of this Agreement. K. WHEREAS, Consultant responded to the City's Request for Qualifications for Health Department Services, dated March 25, 2021, incorporated via this reference as if fully set forth herein, and Consultant's response to the Request for Proposals was a material inducement to the City ultimately entering into this agreement. _ NOW, THEREFORE, for and in consideration of the mutual covenants and conditions contained herein, the parties hereby agree as follows: 1.0. SERVICES PROVIDED BY CONSULTANT - #, 1.1. Scope of Services. Consultant shall provide professional services in connection with establishing, implementing and operating the City's health department, as described in the Scope of Services attached hereto as Exhibit "A," incorporated herein by this reference, in accordance with all applicable requirements set forth in the West Covina Municipal Code, the California Health and Safety Code and the California Code of Regulations. 1.2 Staffing Requirements (a) The City has the absolute right to approve or disapprove all of Consultant's employees and subcontractors providing services hereunder and any proposed changes in Consultant's staff providing services hereunder. (b) At the discretion of the City, all Consultan*ersonnel providing services sader this Agreement may be required to undergo and pass, to the tisfaction of the City, a background investigation as a condition of beginning and continuing to work under this Agreement. It shall be in the City's discretion to determine the method of background clearance to be used, which may include but is not limited to fingerprinting. The City may perform the background checks. Consultant shall be responsible for all costs associated with such background checks. (c) The City mayst that any Consultant employee or subcontractor be immediately rem d from providing services under this Agreement at any time during the term of this Agreement if such individual does not pass a background investigation to the satisfaction of the City or whose background or conduct is incompatible with the City's facility access. The City will not provide to the Consultant nor to the Consultant's employees or subcontractors any information obtained through any City -conducted background clearance. 1.3. Professional Practices. All professional services to be provided by Consultant pursuant to this Agreement shall be provided by personnel of Consultant and/or subconsultants experienced in their respective fields and in a manner consistent with the standards of care, diligence and skill ordinarily exercised by professional consultants in similar fields and circumstances in accordance with sound professional practices (the "Standard of Care"). Consultant also represents that it is familiar with all laws applicable to its performance of this Transtech Engineers, Inc. Health Department Services Form Revised November 2020 Agreement and shall advise City of any changes in such laws that may affect Consultant's performance of this Agreement. Consultant shall keep itself informed of State and Federal laws and regulations which apply to those employed by it and their performance of services pursuant to this Agreement. The Consultant shall at all times observe and comply with all such laws and regulations. City officers and employees shall not be liable at law or in equity for any claims or damages occurring as a result of failure of the Consultant to comply with this section. 1.4. Performance to Satisfaction of City. Consultant agrees to perform all the work in accordance with the Standard of Care to the reasonable satisfaction of the City. Evaluations of the work will be conducted by the City Manager or his or her designee. If the quality of work is not satisfactory, City in its discretion has the right to: A (a) Meet with Consultant to review the quality of the work and resolve the matters of concern; (b) Require Consultant to rVt the work at no additional fee until it is satisfactory; and/or (c) Terminate the Agreement as hereinafter set *rth. _ 1.5. Compliance with Applicable Laws. Consultant shall perform the services required by this Agreement in compliance with all applicable Federal and California employment laws, including, but not limited to, applicable laws related to minimum �hrs and wages; occupational health and safety; fair employment and employment practices;rs' compensation; and all other Federal, State and Ig^,�v✓s and ordinances applicable o ices required under this Agreement. 1.6. Non-discrimination. In performing this Agreement, Consultant shall not engage in, nor permit its agents to engage in, discrimination in employment of persons because of their race, religion, color, national origin, ancestry, age, physical or mental disability, medical condition, genetic information, pregnancy, marital status, sex, gender, gender identity, gender expression, sexual orientation, or military or veteran status, excep�is permitted pursuant to Section 12940 of the GedKpment Code. 1.7. Non -Exclusive Agreement. Consultant acknowledges that City may enter into agre is with other consultants for services similar to the services that are subject to this Agree or may have its own eroloyees perform services similar to those services contempt this Agreement. 1.8. (a) tant shall maintain the confidentiality of all records and information, Wi ding, but not limited to, billings, City records and patient records, in accordance with all applicable Federal, State and local laws, rules, regulations, ordinances, directives, guidelines, policies and procedures relating to confidentiality. (b) Consultant shall: (i) not use any such records or information for any purpose whatsoever other than carrying out the express terms of this Agreement; (ii) promptly transmit to the City all requests for disclosure of Transtech Engineers, Inc. Health Department Services Form Revised November 2020 any such records or information; (iii) not disclose, except as otherwise specifically permitted by this Agreement, any such records or information to any person or organization other than the City without the City's prior written authorization that the information is releasable; and (iv) at the expiration or termination of this Agreement, return all such records and information to the City or maintain such records and information in accordance with the written procedures that may be provided or made available to Consultant by the City for this purpo�, (c) Consultant shall indemnify, defend, and hold harmless the City, its elected and appointed officers, employees, and agents, from and against any and all claims, demands, damages, liabilities, losses, costs and expenses, administrative penalties and fines ssessed including, without limitation, defense costs and legal, acco and other expert, consulting, or professional fees, arising from, co ected with, or related to any failure by the Consultant, its officers, employees, agents, or subcontractors, to comply with this Section, as determined by the City in its sole judgment. Any legal defense pursuant to the Consultant's indemnification obligations under this Section shall be conducted by the Consultant and performed by counsel selected by the Consultant and approved by the City. Notwithstanding the preceding sentence, the City shall have the right to participate in any such defense at its sole cost and expense, except that in the event the Consultant fails to provide the City with a full and adequate defense, as determined by the City in its sole judgment, the City shall be entitled to retain its own counsel, including, without limitation, its City Attorney, and Consultant shall reimbursement the City for all such costs and expenses incurred by the City in doing so. The Consultant shall not have the right to enter into any settlement, agree to any injunction, or make any admission, in each case, on behalf of the City without the City's prior written approval. City and ConsultaM74� Consultant may disclose confidential information to Consultant ployees and subcontractors as reasonably necessaryto perform its obligations pursuant to this Agreement. Consultant shall inform all of its officers, employees, agents and subcontractors providing services hereunder of the confidentiality and indemnification provisions of this Agreement. (e) Consultant shall provide all work utilizing security technologies and techniques in accordance with Consultant's standard practices and applicable City security policies, procedures and requirements provided by City to Consultant, including those relating to the prevention and detection of fraud or other inappropriate use or access of systems and networks. Without limiting the generality of the foregoing, Consultant is responsible for (i) any data and the content of any database that City makes available to Consultant in connection with services provided under this Agreement, (ii) the selection and implementation of procedures and controls regarding access, security, encryption, use and transmission of such data, and (iii) backup and recovery of such database and any stored data. Consultant hereby acknowledges the right of privacy of all individuals as to whom there 7 Transtech Engineers, Inc. Health Department Services Form Revised November 2020 exists any City data. Consultant shall protect, secure and keep confidential all City data in compliance with applicable security and privacy laws at the federal, state and local levels, including without limitation applicable industry standards for the protection and safeguarding of confidential data. Further, Consultant shall take all reasonable actions necessary or advisable for the protection of all system data in its possession, custody or control from loss or damage from malicious intent or unauthorized access. Consultant shall not use any data for any purpo or reason other than to fulfill its obligations under this Agreement. 1.9. Health Insurance Portability and Accountability Act of 1996 (HIPAA) (a) Consultant expressly acknowled s and agrees that the provision of services under this AgreementA require or permit access by the Consultant or any of its officers, employees, or agents, to patient medical records/patient information. (b) Where the provision of services under this Agreement in the Consultant creating, having access to, receiving, main% ng, or transmitting Protected Health Information, as such term is defined in Health Insurance Portability and Accountability Act of 1996, Public Law 104-191 (HIPAA), Consultant expressly acknowledges and agrees that the City is subject to the requirements and prohibitions of the HIPAA, and regulations promulgated thereunder, including the Privacy, Security, Breach Notification, and Enforcement Rules at 45 Code of Federal Regulations (C.F.R.) Parts 160 and 164 (collectively, the "HIPAA Rules"). Where the City determines services will subject the City to the HIPAA Rules, the `Consultant and the City shall execute a Business Associate Agreement, before commencing work on such services. Consultant's failure to execute a Business Associate Agreement shall be deemed a material breach of this Agreement. Should the City need to amend an executed Business Associate Agreement, as is necessary to comply with the requirements of HIPAA, the Business Associate Agreement shall be deemed to be so amended, and the Consultant agrees to be obligated by such deemed amended Business Associate Agreement, until such time as the parties enter into an amendment to reflect such deemed amendments. (c) Where the provision of services under this Agreement do not result in the Consultant creating, having access to, receiving, maintaining, or transmitting Protected Health Information, the Consultant shall instruct its officers, employees, and agents, that they are not to pursue, or gain access to, patient medical records for any reason whatsoever. Notwithstanding the foregoing, the parties acknowledge that in the course of the provision of services hereunder, the Consultant or its officers, employees, and agents, may have inadvertent access to patient medical records/patient information. The Consultant understands and agrees that neither it nor its officers, employees, or agents, are to take advantage of such access for any purpose whatsoever. Additionally, in the event of such inadvertent access, the Consultant and its officers, employees, and agents, shall maintain the confidentiality of any information obtained and shall notify City 8 Transtech Engineers, Inc. Health Department Services Form Revised November 2020 Manager that such access has been gained immediately, or upon the first reasonable opportunity to do so. In the event of any access, whether inadvertent or intentional, the Consultant shall indemnify, defend, and hold harmless the City, its officers, employees, and agents, from and against any and all liability, including but not limited to, actions, claims, costs, demands, expenses, and fees (including attorney and expert witness fees) arising from or connected with the Consultant's or its officers', employees', or agents', access to patient medical records/patient information. The Consultant agrees to provide appropriate training to its employees regarding their obligations as described hereinabove. 1.10. Public Records Act Disclosure. Consultant has been advised and is aware that this Agreement and all reports, documents, information rid jlata, including, but not limited to, computer tapes, discs or files furnished or prepared bultant, or any of its subcontractors, pursuant to this Agreement and provided to City may be Wjbject to public disclosure as required by the California Public Records Act (California Government Code Section 6250 et seq.). Exceptions to public disclosure may be those documents or information that qualify as trade secrets, as that term is defined in California Government Code Section 6254.7, and of which Consultant informs City of such trade secret. The City will endeavor to maintain as confidential all information obtained by it that is designated as a trade secret. The City shall not, in any way, be liable or responsible for the disclosure of any trade secret including, without limitation, those records so marked if disclosure is deemed to be required by law or by order of the court. 2.0. COMPENSATION AND BILLING 2.1. Corn en (a) tablishment and Im I entation. For the establishment and mplementation of the healt department, Consultant shall be paid in accordance with the hourly rate schedule set forth in Exhibit "B," attached hereto a d made a part of this Agreement (the "Consultant's Hourly Rate Sch.4 ). Consultant's total compensation during the establishment and implem ntation phase shall not exceed Ninety -Eight Thousand One Hundred Ninety Dollars ($98,190.00). (b) Inspection Services. For health department inspection services, City shall pay Consultant nipety percent (90%) of fees collected for such services. Such fees will be in an amount established by resolution of the City Council. 2.2. Additional Services. Consultant shall not receive compensation for any services provided outside the scope of services specified in the Consultant's Proposal unless the City, prior to Consultant performing the additional services, approves such additional services in writing. It is specifically understood that oral requests and/or approvals of such additional services or additional compensation shall be barred and are unenforceable. Should the City request in writing additional services that increase the Scope of Services, an additional fee based upon the Consultant's standard hourly rates shall be paid to the Consultant for such additional services. The City Manager is authorized to approve a change order for such additional services. 2.3. Method of Billing. Consultant may submit invoices to the City for approval on progress basis, but no more often than once a month. Said invoice shall be based on the total Transtech Engineers, Inc. Health Department Services Form Revised November 2020 all Consultant's services which have been completed to City's sole satisfaction. City shall pay Consultant's invoice within forty-five (45) days from the date City receives said invoice. Each invoice shall describe in detail the services performed, the date of performance, and the associated time for completion. Any additional services approved and performed pursuant to this Agreement shall be designated as "Additional Services" and shall identify the number of the authorized change order, where applicable, on all invoices. 2.4. Records and Audits. Records of Consultant's services relating to this Agreement shall be maintained in accordance with generally recognized accounting principles and shall be made available to City for inspection and/or audit at mutually convenient times from the Effective Date until three (3) years after the termination or expiration of this Agreement. 3.0. TIME OF PERFORMANCE N, 3.1. Commencement and Completion of W Unless otherwise agreed to by the parties, the professional services to be performed pursuant to this Agreement shall commence within five (5) days from the Effective Date of this Agreement. Failure to commence work in a timely manner and/or diligently pursue work to completion may be grounds for termination of this Agreement. 3.2. Excusable Delays. Neither party shall be responsible for delays or lack of performance resulting from acts beyond the reasonable control of the party or parties. Such acts shall include, but not be limited to, acts of God, fire, strikes, material shortages, compliance with laws or regulations, riots, acts of war, or any other conditions beyond the reasonable control of a party. If a delay beyond the control of the Consultant is encountered, a time extension may be mutually agreed upon in writing by the City and the Consultant. The Consultant shall present documentation satisfactory to the City to substantiate any request for a time extension. 4.0. TERM AND TERMINATION 4.1. Term. This Agreeme*hall commence on the Effective Date and continue through June 30, 2022, unless previously terminated as provided herein or as otherwise agreed to in writing by the parties. Thereafter, this Agreement may be extended for a maximum of two (2 successive one (1) year periods. Such extensions, if any, will be evidenced by a written a lent to this Agreement. Termination. (a) By City —With or Without Cause. The City reserves and has the right and privilege of canceling, suspending or abandoning the execution of all or any part of the work contemplated by this Agreement, with or without cause, at any time, by providing at least fifteen (15) days prior written notice to Consultant. In the event of such termination, Consultant shall immediately stop rendering services under this Agreement unless directed otherwise by the City. If the City suspends, terminates or abandons a portion of this Agreement such suspension, termination or abandonment shall not make void or invalidate the remainder of this Agreement. (b) By City — Default of Consultant. If the Consultant defaults in the performance of any of the terms or conditions of this Agreement, it shall 10 Transtech Engineers, Inc. Health Department Services Form Revised November 2020 have ten (10) days after service upon it of written notice of such default in which to cure the default by rendering a satisfactory performance. In the event that the Consultant fails to cure its default within such period of time, the City shall have the right, notwithstanding any other provision of this Agreement, to terminate this Agreement without further notice and without prejudice to any other remedy to which it may be entitled to at law, in equity, or under this Agreement. (c) By City — Circumstances Warranting Immediate&ination. The City also shall have the right, notwithstanding ny er provisions of this Agreement, to terminate this Agreement, bits option and without prejudice to any other remedy to which it may bg entitled to at law, in equity, or under this Agreement, immediately upon service of written notice of termination on the Consultant, if the latter should: i. Be adjudged a bankrupt; ii. Become insolvent or have a receiver of its assets roperty appointed because of insolvency; iii. Make a general assignment for the benefit of creditors; iv. Default in the performance of any ciLligation or payment of any indebtedness under this Agreement; Suffer any judgment against it to rem n unsatisfied or unbonded of record for thirty (30) days or longer; o) Institute or suffer to be instituted any procedures for reorganization or rearrangement of its affairs. (d) By Consultant — With -or Withgeft Cause. Consultant may terminate this Agreement, with or without cause, by providing at least six (6) months prior `written notice to City. %effectite pensation. In the event of termination, City shall pay Consultant for recurred and professional services satisfactorily performed up to and including thf the City's written notice of termination, within forty-five (45) days after the enotice of termination or the final invoice of the Consultant, whichever occurs lafor work in progress shall be prorated based on the percentage of work completed as of the effective date of termination in accordance with the fees set forth herein. 4.4. Documents. In the event of termination of this Agreement, all documents prepared by Consultant in its performance of this Agreement including, but not limited to, finished or unfinished design, development and construction documents, data studies, drawings, maps and reports, shall be delivered to the City within ten (10) days of the effective date of the notice of termination, at no cost to City. Transtech Engineers, Inc. Health Department Services Form Revised November 2020 5.0. INSURANCE 5.1. Minimum Scope and Limits of Insurance. Consultant shall obtain, maintain, and keep in full force and effect during the life of this Agreement all of the following minimum scope of insurance coverages with an insurance company authorized to do business in California, with a current A.M. Best's rating of no less than A:VII, and approved by City: (a) Broad -form commercial general liability, including premises -operations, products/completed operations, broad form property damage, blanket contractual liability, independent contractors, personal injury or bodily injury with a policy limit of not less than Two Million Dollars ($2,000,000.00), combined single limits, per occurrence. If such insurance contains a general aggregate limit, it shall app separately t Agreement or shall be twice the required occurrence (b) Business automobile liability for owned vehicles, hire non -owned vehicles, with a policy limit of not less than One Million Dollars ($1,000,000.00), combined single limits, per accident for bodily injury and property damage. (c) Workers' compensation insurance as required by the State of California, with Statutory Limits, and Employer's Liability Insurance with a limit of no less than One Million Dollars ($1,000,000.00) per accident for bodily injury or disease. Consultant agrees to waive, and to obtain endorsements from its workers' compensation insurer waiving subrogation rights under its workers' compensation insurance policy against the City, its officers, agents, employees, and volunteers for losses arising from work performed by Consultant for the City and to require each of its subcontractors, if any, to do likewise under their workers' compensation insurance policies. By execution of this Agreemero a Consultant certifies as follows: I am aware of, Mill comply with, Section 3700 of the Labor Code, requiring every employer to be insured against liability of Workers' Compensation or to undertake self-insurance before commencing any of the work. The Consultant shall also comply with Section 3800 of the Labor Code by securing, paying for and maintaining in full force and effect for the duration of this Agreement, complete Workers' Compensation Insurance, and shall furnish a Certificate of Insurance to the City before execution of this Agreement by the City. The City, its officers and employees shall not be responsible for any claims in law or equity occasioned by failure of the consultant to comply with this section. (d) Professional errors and omissions ("E&O") liability insurance with policy limits of not less than One Million Dollars ($1,000,000.00), combined single limits, per occurrence or claim, and Two Million Dollars ($2,000,000.00) aggregate. If the policy is written as a "claims made" policy, the retroactivity date shall be prior to the start of the work set forth herein. Consultant shall 12 Transtech Engineers, Inc. Health Department Services Form Revised November 2020 obtain and maintain said E&O liability insurance during the life of this Agreement and for five (5) years after completion of the work hereunder. If coverage is canceled or non -renewed, and not replaced with another claims -made policy form with a retroactive date prior to the effective date of this Agreement, Consultant shall purchase "extended reporting" coverage for a minimum of five (5) years after completion of the work. If the Consultant maintains higher limits or has broader coverage than the minimums shown above, the City requires and shall be entitled to all coverage, and to the higher limits maintained by the Consultant. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be availabl e City. 5.2. Endorsements. The insurance policies ar�or be endorsed to contain, the following provisions: X (a) Additional Insureds: The City of West Covina and its electedj&d appointed boards, officers, officials, agents, employees, and volunteerlWadditional insureds with respect to: liability arising out of activities perforrqfty or on behalf of the Consultant pursuant to its contract with the City; pr cts and completed operations of the Consultant; premises owned, occupied or used by the Consultant; automobiles owned, leased, hired, or borrowed by the Consultant. This requirement does not apply to professional errors and omissions insurance. (b) Noti ancelation: Each insurance p licy*red above shall provide vAVerage shall not be canceled, ex ith notice to the City. t (c) Primary Coverage: The Consultant's insurance coverage shall be primary insurance as respects the City of West Covina, its officers, officials, agents, employees, and volunteers. Any other insurance maintained by the City of West Covina shall be excess and not contributing with the insurance provided by this policy. WI (d) Waiver of Subrogation: Consultant hereby grants to City a waiver of any right to subrogation which any insurer of said Consultant may acquire against the City by virtue of the payment of any loss under such insurance. Consultant agreWo obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not the City has received a waiver of subrogation endorsement from the insurer. (a) \Coverage Not Affected: Any failure to comply with the reporting provisions of the policies shall not affect coverage provided to the City of West Covina, its officers, officials, agents, employees, and volunteers. (f) Coverage Applies Separately: The Consultant's insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability. 13 Transtech Engineers, Inc. Health Department Services Form Revised November 2020 5.3. Deductible or Self Insured Retention. If any of such policies provide for a deductible or self -insured retention to provide such coverage, the amount of such deductible or self -insured retention shall be approved in advance by City. The City may require the Consultant to purchase coverage with a lower retention or provide proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention. The policy language shall provide, or be endorsed to provide, that the self -insured retention may be satisfied by either the named insured or City. 5.4. Certificates of Insurance. Consultant shall provide to City certificates of insurance showing the insurance coverages and required endorsements described above, in a form and content approved by City, prior to performing any services under this Agreement. The City reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time. 5.5. Non -limiting. Nothing in this Section shall be construed as limiting in any way the indemnification provision contained in this Agreement. 6.0. GENERAL PROVISIONS ' 6.1. Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to any matter referenced herein and supersedes any and all other prior writings and oral negotiations. This Agreement may be modified only in writing, and signed by the parties in interest at the time of such modification. 6.2. Re resents The City Manager or his or her (designee shall be the representative of City for p ses of this Agreement and may issue all consents, approvals, directives and agreements on behalf of the City, called for by this Agreement, except as otherwise expressly provided in this Agreement. Consultant shall designate a representative for purposes of this Agreement who shall be authorized to issue all consents, approvals, directives and agreements on behalf of Consultant called for by this Agreement, except as otherwise expressly provided in this Agre 6.3. Use of Agents or Assistants. Consultant may subcontract with or otherwise enga ird parties, including, but not limited to, health professionals ("Subconsultants"), that Consul ay deem proper to aid or�sist in the proper performance of Consultant's duties. Consultan s responsible for the performance of its Subconsultants as it would be if it had rendered th ices itself. All costs of the tasks performed or the expenses incurred by the Subconsultant chargeable directly to Consultant. Nothing in this Agreement constitutes or creates a contrac ual relationship between City and anyone other than Consultant. 6.4. Licenses, Permits, Registrations. Accreditations, and Certificates. Consultant shall obtain and maintain in effect during the term of this Agreement, all valid licenses, permits, registrations, accreditations, and certificates required by law which are applicable to its performance of services under this Agreement, and shall ensure that all of its officers, employees, subcontractors, and agents who perform services hereunder obtain and maintain in effect during the term of this Agreement, all licenses, permits, registrations, accreditations, and certificates required by law which are applicable to their performance of services hereunder. All such licenses, permits, registrations, accreditations, and certifications relating to services hereunder shall be 14 Transtech Engineers, Inc. Health Department Services Form Revised November 2020 made available to the City upon request. 6.5 Notices. Any notices, documents, correspondence or other communications concerning this Agreement or the work hereunder may be provided by personal delivery, Email or by U.S. mail. If by U.S. mail, it shall be addressed as set forth below and placed in a sealed envelope, postage prepaid, and deposited in the United States Postal Service. Such communication shall be deemed served or delivered: a) at the time of delivery if such communication is sent by personal delivery; b) at the time of transmissM if such communication is sent by Email; and c) 72 hours after deposit in the U.S. Mail as rMWed by the official U.S. postmark if such communication is sent through regular United States mail. IF TO CONSULTANT: IF TO CITY: Transtech Engineers, Inc. y of West Covina 13367 Benson Ave. 44 West Garvey Ave. South Chino, CA 91790 st Covina, CA 91790 (Attn: Tel: (949) 702-5612 l: (639-8401 Email: ahmad.ansari@transtech.orgail: many@westcovina.org Attn: Ahmad Ansari Dalrd Carmany 6.6. Attorneys' Fees. If litigation is brought by any party in connection with this Agreement against another party, the prevailing party shall be entitled to recover from the opposing party all costs and expenses, including reasonable attorneys' fees, incurred by the prevailing party in the exercise of any of its rights or remedies hereunder or the enforcement of any of the terms, conditions*" provisions hereof. 6.7. Gover 'n Law. This Agreement shall be governed by and construed under the laws of the State fornia without giving effect to that body of laws pertaining to conflict of laws. In the even ny legal action to enforce or terpret this Agreement, the parties hereto agree that the sole and exclusive venue shall be a� of competent jurisdiction located in Los Angeles County, California. 6.8. Assignment. Consultant shall Woluntarily or by operation of law assign, transfer, sublet or encumber all or any part of Consultant's interest in this Agreement without City's prior written consent. Any attempted assignment, transfer, subletting or encumbrance shall be void and shall constitute a breach of this Agreement and cause for termination of this AgreemeniLRegardless of City's consent; no subletting or assignment shall release Consultant of Consulfllft obligation to perform all other obligations to be performed by Consultant hereunder fo term of this Agreement. 6.9. Indemnification and Hold Harmless. Consultant agrees to defend, indemnify, hold free and harmless the City, its elected and appointed officials, officers, agents and employees, at Consultant's sole expense, from and against any and all claims, demands, actions, suits or other legal proceedings brought against the City, its elected and appointed officials, officers, agents and employees arising out of, pertaining to, or relating to the negligence, recklessness, or willful misconduct of the Consultant, its employees, and/or authorized subcontractors, in performing this Agreement. The defense obligation provided for hereunder shall apply without any advance showing of negligence, recklessness or willful misconduct of the Consultant, its employees, and/or authorized subcontractors, but shall be required whenever any claim, action, complaint, or suit asserts as its basis the negligence, recklessness, or willful 15 Transtech Engineers, Inc. Health Department Services Form Revised November 2020 misconduct of the Consultant, its employees, and/or authorized subcontractors, and/or whenever any claim, action, complaint or suit asserts liability against the City, its elected and appointed officials, officers, agents and employees based upon such negligence, recklessness, or willful misconduct, whether or not the Consultant, its employees, and/or authorized subcontractors are specifically named or otherwise asserted to be liable. Notwithstanding the foregoing, the Consultant shall not be liable for the defense or indemnification of the City for claims, actions, complaints or suits arising out of the sole active negligence or willful misconduct of the City. This provision shall supersede and replace all other indemnity provisions contained either in the City's specifications or Consultant's Proposal, which shall be of no force and effect. 6.10. Independent Contractor. Consultant is and sha'IM acting at all times as an independent contractor and not as an employee of City. Consultant shall have no power to incur any debt, obligation, or liability on behalf of City or otherwise act on behalf of City as an agent. Neither City nor any of its agents shall have control over the conduct of Consultant or any of Consultant's employees, except as set forth in this Agreement. Consultant shall not, at any time, or in any manner, represent that it or any of its or employees are in any manner agents or employees of City. Consultant shall secure, at its sole expense, and be responsible for any and all payment of Income Tax, Social Security, State Disab* Insurance Compensation, Unemployment Compensation, and other payroll deductions for onsultant and itsrofficers, agents, and employees, and all business licenses, if any are required, in connection with the services to be performed hereunder. Consultant shall indemnify and hold City harmless from any and all taxes, assessments, penalties, and interest asserted against City by reason of the independent contractor relationship created by this Agreement. Consultant further agrees to indemnify and hold City harmless from any failure of Consultant to comply with the applicable worker's compensation laws. City shall have the right to offset against the amount of any fees due to Consultant under this Agreement any amount due to City from Consultant as a result of Consultant's failure to promptly pay to City any reimbursement or indemnification arising under this paragraph. 6.11. PERS Eligibility Indemnification. In the event that Consultant or any employee, agent, or subcontractor of Consultant providing services under this Agreement claims or is determined by a court of competent jurisdiction or the California Public Employees Retirement System (PERS) to be eligible for enrollment in PERS as an employee of the City, Consultant shall indemnify, defend, and hold harmless City for the payment of any employee and/or employer contributions for PERS benefits on behalf of Consultant or its employees, agents, or subcontractors, as well as for the payment of any penalties and interest on such contributions, which w otherwise be the responsibjlity of City. Notw nding any other agency, state or federal policy, rule, regulation, law or ordinance tot ntrary, Consultant and any of its employees, agents, and subcontractors providing service under this Agreement shall not qualify for or become entitled to, and hereby agree to waive any claims to, any compensation, benefit, or any incident of employment by City, including but not limited to eligibility to enroll in PERS as an employee of City and entitlement to any contribution to be paid by City for employer contribution and/or employee contributions for PERS benefits. 6.12. Cooperation. In the event any claim or action is brought against City relating to Consultant's performance or services rendered under this Agreement, Consultant shall render any reasonable assistance and cooperation which City might require. 16 Transtech Engineers, Inc. Health Department Services Form Revised November 2020 6.13. Ownership of Documents. All findings, reports, documents, information and data including, but not limited to, computer tapes or discs, files and tapes furnished or prepared by Consultant or any of its subcontractors in the course of performance of this Agreement, shall be and remain the sole property of City. Consultant agrees that any such documents or information shall not be made available to any individual or organization without the prior consent of City. Any use of such documents for other projects not contemplated by this Agreement, and any use of incomplete documents, shall be at the sole risk of City and without liability or legal exposure to Consultant. City shall indemnify and hold harmless Consultant from al ims, damages, losses, and expenses, including attorneys' fees, arising out of or resulti City's use of such documents for other projects not contemplated by this Agreement or use of incomplete documents furnished by Consultant. Consultant shall deliver to City any findings, reports, documents, information, data, in any form, including but not limited to, computer tapes, discs, files audio tapes or any other related items as requested by City or its authorized representative, at no additional cost to the City. Consultant or Consultant's agents shall execute such documents as may be necessary from time to time to confirm City's ownership of the copyright in such documents. 6.14. Electronic Safeguards. Consultant shall identify reasonably foreseeable internal and external risks to the privacy and security of personal information that could result in the unauthorized disclosure, misuse, alteration, destruction or other compromise of the information. Contractor shall regularly assess the sufficiency of any safeguards and information security awareness training in place to control reasonably foreseeable internal and external risks, and evaluate and adjust those safeguards in light of the assessment. 6.15. Economic Interest Statement. Consultant hereby acknowledges that pursuant to Government Code Section 87300 and the Conflict of Interest Code adapted by City, Consultant is designated in said Conflict of Interest Code and is therefore required to file an Economic Interest Statement (Form 700) with the City Clerk, for each employee,�roviding advice under this Agreement, prior to the commencement of work, unless waived by the City Manager. 6.16. Conflict of Interest. Consultant and its officers, employees, associates and subconsultants, if any, will comply with all conflict of interest statutes of the State of California applicable to Consultant's services under this agreement, including, but not limited to, the Political Reform Act of 1974 (Government Code Section 81000, et seq.) and Government Code Sections 1090-1092. Consultant covenants that none of Consultant's officers or principals have any interest in, or shall acquire any interest, directly or indirectly, which will conflict in any manner or degree with the performance of the services hereunder, including in any manner in violation of the Political Reform Act. Consultant further covenan;s that in the performance of this Agreement, no person having such in rest shall be used by Consultant as an officer, employee, agent, or subconsultant. Consultant falft covenants that Consultant has not contracted with nor is performing any services, direclWr indirectly, with any developer(s) and/or property owner(s) and/or firm(s) and/or partnership(s) awning property in the City and further covenants and agrees that Consultant and/or its subconsultants shall provide no service or enter into any agreement or agreements with a/any developer(s) and/or property owner(s) and/or firm(s) and/or partnership(s) owning property in the City prior to the completion of the work under this Agreement. 6.17. Prohibited Employment. Consultant will not employ any regular employee of City while this Agreement is in effect. 6.18. Order of Precedence. In the event of an inconsistency in this Agreement and any of the attached Exhibits, the terms set forth in this Agreement shall prevail. If, and to the extent 17 Transtech Engineers, Inc. Health Department Services Form Revised November 2020 this Agreement incorporates by reference any provision of any document, such provision shall be deemed a part of this Agreement. Nevertheless, if there is any conflict among the terms and conditions of this Agreement and those of any such provision or provisions so incorporated by reference, this Agreement shall govern over the document referenced. 6.19. Costs. Each party shall bear its own costs and fees incurred in the preparation and negotiation of this Agreement and in the performance of its obligations hereunder except as expressly provided herein. 14 6.20. No Third Party Beneficiary Rights. This Agreement is entered into for the sole benefit of City and Consultant and no other parties are intended to be direct or incidental beneficiaries of this Agreement and no third party shall have any right in, under or to this Agreement. �N" 6.21. Headings. Paragraphs and subparagrapff'fieadings contained in this Agreement are included solely for convenience and are not intended to modify, explain or to be a full or accurate description of the content thereof and shall not in any way affect the meaning or interpretation of this Agreement. 6.22. Construction. The parties have participated jointly in the negotiation and drafting of this Agreement and have had an adequate opportunity to review each and every provision of the Agreement and submit the same to counsel or other consultants for review and comment. In the event an ambiguity or question of intent or interpretation arises with respect to this Agreement, this Agreement shall be construed as if drafted jointly by the parties and in accordance with its fair meaning. There shall resumption or burden of proof favoring or disfavoring any party by virtue of the authorship of an the provisions of this Agreement. 6.23. Am ents. Only a writing executed by the parties hereto or their respective successors and a s may amend this Agreement. 6.24. Waiver. The delay or failure of either party at any time to require performance or compliance by the other of any of its obligations or agreements shall in no way be deemed a waiver of those rights to require such performance or compliance. No waiver of any provision of this Agreement shall be effective unless in writing and signed by a duly authorized representative oithe party against whom enforcement of a waiver is sought. The waiver of any right or remedy in respect to any occurrence or event shall not be deemed a waiver of any right or remedy in respect to any other occurrence or even& nor shall any waiver constitute a continuing waiver. 6.25. verabili If any provision of this Agreement is determined by a court of competent juri on to be unenforceable in any circumstance, such determination shall not affect the validity or enforceability of the remaining terms and provisions hereof or of the offending provision in any other circumstance. Notwithstanding the foregoing, if the value of this Agreement, based upon the substantial benefit of the bargain for any party, is materially impaired, which determination made by the presiding court or arbitrator of competent jurisdiction shall be binding, then both parties agree to substitute such provision(s) through good faith negotiations. 6.26. Counterparts and Electronic Signatures. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original. All counterparts shall be construed together and shall constitute one agreement. Counterpart written signatures may be transmitted by facsimile, email or other electronic means and have the same legal effect as if they 18 Transtech Engineers, Inc. Health Department Services Form Revised November 2020 were original signatures 6.27. Corporate Authority. The persons executing this Agreement on behalf of the parties hereto warrant that they are duly authorized to execute this Agreement on behalf of said parties and that by doing so the parties hereto are formally bound to the provisions of this Agreement. 6.28. Taxpayer Identification Number. Consultant shall pro ' e City with a complete Request for Taxpayer Identification Number and Certification, Form W9,0ft issued by the Internal Revenue Service. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by and through their respective authorized officers, as of a date first above written. CITY OF WEST COVINA, A municipal corporation M-A'A rr--, Lisa Sherrick Assistant City Clerk 19 Transtech Engineers, Inc. Health Department Services Form Revised November 2020 APPROVED AS TO FORM: Thomas P. Duarte City Attorney APPROVED AS TO INSURANCE: Helen Tran Human Resources and Risk Management Director 10 q 20 Date: Date: 0 7 Transtech Engineers, Inc. Health Department Services Form Revised November 2020 EXHIBIT A SCOPE OF SERVICES lw Lim A. Scope of Services Tasks and Deliverables for establishing City of West Covina Health Department: The Transtech Team proposes the following tasks and deliverables to achieve the objectives of the project. While the tasks are listed in rough order of execution, due to the abbreviated time frame the Team will work on multipletasks simultaneously. D Task 1. PUBLIC HEALTH OFFICER SUPPORT • Identify the specific initial functions to be performed by Local Public Health Officer. • Determine staffing, materials and supplies required to support Health Officer. • Provide consulting support to the selected Public Health Officer. Deliverable: r 1# ✓ Memo to City Manager detailing support required for Local Public Health Officer. D Task 2. COORDINATION WITH Ca • Establish working liaison with Departments. • Determine requirements for Develop deal points for spree AND STATE AUTH runty and Stat Cali Public Health �_ County and/or State of California. Deliverabl - - ✓ Memo desciibrngsteps requ tain health department certification. k 3. LEGAL I SUES Coordinate with CSAftokey to obtain required certifications from state and county authorities. • Coordinate with City Attorney to develop amendment to City of West Covina Municipal Code toestablish City Health Department. • Coordinate with City Attorney and Transtech as necessary to revise city's contract with Transtech toincorporate health inspection and permitting functions. • Provide content for legally required notices. • Assist City Attorney as need to develop enforcement procedures. Deliverable: ✓ Assistance and Information as needed. > Task4. DETERMINE STAFFING NEEDS FOR ENVIRONMENTAL HEALTH RETAIL FOOD FACILITY INSPECTION PROGRAM • Determine number and type of retail food establishment facilities in West Covina that requireinspections and compliance assistance (initial estimate approximately 450 restaurants and markets). • Determine type, frequency, and number of required ins ,p&and associated activities. • Determine number and qualifications and certifications of staff needed to perform inspection as wellas compliance assurance and assistance activities. Deliverable: 1,110, ✓ Program workplan including staffing requirements. 'J# S�+* > Task 5. PROGRAM STAFFING • Arrange for temporary staffing, and/or arrangement with LA County Public Health to perform facility inspections under direction of the City until the Environmental Health Retail Food Inspection Program can be fully staffed with permanent employees. • Develop job descriptions. .� • Advertise and identify candidates. • Conduct interviews. • Perform background checks and exte offers to successful candidate. • Coordinate with Transtech to hire staff. • Conduct orientation and any required training for new staff. Deliverable: ✓ Fully staffed Retail Food Inspection Program. 10 > Task 6. EQUIPMENT AND SUPPLIES • Determine equipment and supplies required. • Develop specs and quantities. • Work with City procurement staff to acquire needed equipment and supplies. Deliverable: ✓ Descriptions, quantities and specs for needed supplies sufficient to support City procurement. > Task 7. OUTREACH TO REGULATED COMMUNITY • Develop database of establishments to be regulated. • Develop outreach program to inform regulated community. Deliverables: ✓ Notice to regulated establishments of intent to assume responsibility for environmental health food inspections. ✓ Content for City website and social media. 4& ✓ Mechanism to respond to questions or concerns of regulated community. ✓ Appearance at public hearings or City Council meetings equired. ✓ Conduct up to two (2) public workshops tdinform a ceive comment from regulatedcommunity. 40 ✓ Notice to regulated establishme?n1� upon formal assumption of r ibility for inspections. 4 D Task8. OPERATING PROCEDURES • Research and document operational requirements. • Research and document records management requir ts. • Identify sources rating software. Deliverables: � ✓ Standard Operating Procedures`IDldnual. ✓ Records management system including inspection checklists. ✓ Documentation forms & report templates. ✓ Sample Notices. ✓ Recommended software platform(s). D Ta FEE SCHEDULE AND BDDGET �velop initial fee schedule • Identify additional revenue sources • Develop operating revenue and expense forecast • Develop estimate of startup costs Deliverables: ✓ Proposed fee schedule for adoption ✓ Forecast of FY 21122 revenues and expenses ✓ Estimated startup costs Task 10. FRAMEWORK FOR ASSUMPTION OF ADDITIONAL PUBLIC HEALTH DEPARTMENT FUNCTIONS • Gather, document and summarize information on typical public health department functions. • Conduct interviews and review operations of Vernon, Pasadena, and Long Beach public healthprograms. • Research and document alternative institutionaltaents for collaboration among city public health departments in Losunt, such as MOUs, formation of a JPA or PublicHealth District. • Work with Public Health Officer and Ci AW iden ditional public health functions the City may wish to take a future. • Work with Public Health 0ffi City staff to de timeline for implementation of future func Deliverable: Roadmap for assumption of additional functions with 1-, 3-, and 5-year timeline. D Task11 OPERATIONAL ASSESSMENT k • Perform 90-day and 180-day as sme Retail Food Facility inspection and permitting operations. Deliverable: ✓ Assessment Reports providing the Public Health Officer and City Manager with documentation of Health Department inspection and permitting operations, with recommendations for needed changes, ifany. B. Approach "Ift VP There are oN four city health departments in the State of California, none of which were established in the lasthalf ceq ury, so there is no precedent to follow in establishing the City of West Covina Health Department. Thelack of precedent and the very short time frame required by the City create formidable challenges for successful completion of the project. The Transtech Team is excited to take on this challenge and has developed a projectapproach designed to meet the challenge. Project Team First, we have assembled a highly skilled team with decades of experience in the deliveryof environmental health programs, public health agency operations, and local government operations including inspection and permitting services. Our team is led by senior consultants with proven track records and well-earned reputations for performance in their respective fields. The seniorteam members are backed up with associates with strong research and analytical skills soevery detail is addressed. 1* While we have developed a detailed and comprehensive scope of work as described above, we believe that the quality of the team is essential given the fact that the project enters into uncharted territory. Our team has the knowledge and experience to recogniz evelop option solutions for any obstacle encountered in the course of the project. Innovative and Advanced Technology: ' Transtech has integrated many technological assets into its services to provide efficient and cost- effective service. We provide fully automated electronic plan submittal, checking and tracking. We providethis on our company portal, as well as offer same portal to our cli nk t cities on their web sites. Electronic Plan CheP16 01 Transtech provides Electronic Plan Check. Virtual Counter. We offer virtual meetings with plan checkers. Expedited/Off-Business HoursMeekend Services: If the City receives a request from applicants for expedited plan check services, Transtech staff will provideadditional resources to accommodate such a request. If the City requests inspection services, Transtech staff will provide additional resources to accommodate inspection requests during off business hours and weekends. Quick Turn -around and Expedited Service: Transtech will provide plan checks on a quick turn -around schedule. Transtech also provides expedited servicewhen requested. Training Program: We offer any City staff, who are involved in inspection, plan check and permit issuance, an option toparticipate in our training program for code updates and process, as well as ICC certification training. Job Opportunity for Local Residents: If the City selects Transtech, we will seek applicants from local residents for EFnployment possibilities at ourfirm and offer training for various administrative and technical support positions. Community Benefit Enhancement: Supporting civic and community activities demonstrates T 's commitment to rogress, health, and well-being of the communities we serve. This is ng that we take pride in s a company. In services and partnership with our client cities, we h proven record of active engagement in City and Community events. This could include involvement o ence at City programs or events, supporting local businesses through the chamber, youth events, hosting orkshops, sports, scholarship opportunities, community service, managing homelessness challenges, public safety, crime prevention, or any other community benefit that the City wishes us to be a part of. Our goal is not just to serve as an engineering consultant which is what we are best at, but also in being an active partner with our clients, to further enhance the City's reputation as an ideal community to live, invest, work, an4 play in. 1 C. Work Program We have crafted a detailed Scope of Work for the project based on the requirements of the RFQ and theknowledge and experience of the Team. The Scope of Work represents a systematic and comprehensive approach so the City's objectives are reaTized. The SOW addresses the full range of tasks and deliverables, from high level issues such as developing a working relationship with LACDPH and developing a fee schedule and budgetto the nitty-gritty details of running an environmental health program such as support software, a Standard Operating Procedures Manual, check lists, and forms. While we have sequenced the individual tasks in a logical order, due to the abbreviated period of performance we will work on multi le tasks simultaneously. The SOW recognizes the importance of a strong and sustainable revenue base to support the City's health programs and will identify a combination of fees and other available revenue streams. The SOW also recognizes that developing a positive relationship with the regulated community, consisting of hundreds of food service facilities, is critical to both short term and long-term success of the project. Therefore,we have included an outreach component to keep the regulated community informed and to obtain their supportand buy in. Developing a full -service health department will have to be approached in a systematic stepwise progression. It is impossible for a full blown, full -service department to be created and become operational by July 1. Therefore,we will work with the appointed Health Officer and City staff to develop a logical blueprint and timeline for the implantation of additional functionality consistent with the City's priorities, funding capability, and capacity to implement. Lastly, we do not anticipate that the initial roll out of services will be trouble free. With the best of planning andpreparation there are bound to be adjustments required. Therefore, we have also included in the SOW 90-day and 180-day assessments to determine h w the roll out of services is going, and what if any adjustments need tobe made. Outreach to the Regulated Community: 1P As noted above it is essential thatthe regulated community be kept informed, provided with information, andprovided opportunities for input. To meet this need we propose a robust outreach program to promote support and buy in from the regulated community. The outreach program will not only inform, but it will also establish thegoverning philosophy of the program: to provide consistent and reasonable directives and regulations; and to institute an "compliance assurance' approach as opposed to an "inspect and enforce" approach to environmental health regulation. Building Intergovern Trust and Cooperation: We recognize that building a cooperative relationship with LACDPH is critical to a smooth transition. LACDPH currently administers over 40 public health programs. It is anticipated that LACDPH will continue to performmany of those functions during a transition period, and perhaps some for the foreseeable future. We will apply our past experience with LACDPH, our understanding of their concerns and our intergovernmental negotiating skills to build and maintain a cooperative working relationship key LACDPH staff through the transition period and beyond. 4 We als cognize that with four, and tially more city public health agencies in Los Angeles County i e possible to share and/or oordinate certain public health functions, such as public health lab f nce. As part of the project, we will explore potential vehicles of coordination such as MOUs, a JPA, o blic Health District. Project Managem11W Successful completion of the project in the allotted time frame will require proactive management to ensurethat the multiple tasks are coordinated, kept on track, and on budget. To accomplish this we will apply ourtime-tested project management approach to assure timely completion of tasks, achievement of all projectgoals, and client satisfaction. Transtech's "Customer Care" and "Methodology" Approach in delivering the services in an efficient, effective, and timely manner: • Our services are founded on the principals of Total Quality Management for Total Customer Care. • We have a structured approach to execute projects in an efficient manner that makes Transtech capable of providing the City with a quality product. Transtech has established guidelines and policies, including written manuals on quality control, project management, and design procedures for its staff and for its contract cities. These guidelines promote a consistent approach to the execution of assignments undertaken by our organization in compliance with City's specific procedures, standards and requirements. We start by working with the applicant early on and during plan rev#,&help him or her prepare a set of plans which have all the required information clearly and logically presented. Additionally, we never hesitate to make suggestions which help eliminate complicated details, reduce construction costs, and/or provide details which are easy to verify in the field. Experience has taught us well that inspection time and applicant frustration can both be substantially reduced, while increasing overall compliance, by producing a better set of plans during plan review process. lvk� Transtech provides all plan check comments on electronic files. All plan check comments are provided on scanned pdf format electronically, as well as hard copies. Plan review corrections are written clearly and are fully detailed to explain the Code deficiency (including all applicable code sections). • To help the applicant better understand the problem, Transtech provides as much information during plan review as possible. We believe that if the applicant has a clear understanding of the problem, he or she can take the necessary steps to correct the condition. This policy reduces the number of plan review rechecks required, allows the applicant to obtain a permit much sooner, and reduces the overall time ourstaff is required to spend on that ,qn,� particular plan. Unclear and/or cryptic corrections are never written, and all correction lists, except those written over-the-counter, are typed and printed on a laser printer. • ur plan checkers confer early on and respond to questions from the architect, engineer, designer,applicant, etc. When requested, our plan checkers also meet with the architect, engineer, designer, applicant, etc. at our offices to answer questions or for rechecks where the plan corrections. • Our policy is to assist the architect, engineer, designer, applicant, etc. as much as possible, which helps eliminate complicated details, reduce construction costs, and/or provide details which are easy to verify in the field. Transtech performs necessary liaisons with City, and the permit applicant or applicant's designee eitherby telephone, mail, or meeting at our plan check office, or at City office, and perform necessary rechecks to achieve compliance with applicable building laws, ordinances, and regulations. • All telephone calls or a -mails received are returned within same working day, or the following day. Wetake pride in our "Same Day Response" motto. Responsiveness is an integral part of Transtech's "customer friendly" service approach. Our Contract Principal will meet with the Client's Project Manager regularly to monitor the servicecluality and address any areas for improvements. We will strive to enhance the City's image by public trust to be the most a desirable community to live, invest and conduct business. Customer Care means highest quality customer service. Transtech is committed to providing "Customer Care" to the City, City's patrons, responding quickly and effectively to the walk-in, telephone, and electronic inquiries ofthe public related to our services. D. Time Line to accomplish City's Objectives Phase 1: Form Department (by July 1) 1.a. Assist in formal establishment of the health department, including negotiations with LACDPH. 1.b. Work with City to determine initial (V year) inspection/permitting functions. Mayor may not include CUPA. 1.c. Obtain state and/or LACDPH certifications. 1.d. Develop staffing plan (how many, what skills & certifications). 1.e. Initiate staff recruitment. 1.f. Outreach to regulated community to inform. Include survey to get regulated community input. Phase 2: Implementation (by July 1) 2.a. Organize staff (could include temporary staff, and/or LACDPH loaned staff). 2.b. Purchase equipment (laptops, inspection devices, etc.). 2.c. Purchase/license software, install, test, and train staff. 2.d. Develop (or purchase) operations manual, forms, checklists, SOPs, inspection scoring systems, etc. 2.e. Work with City Attorney to agree on enforcement procedures & protocols. 2.f. Develop inspection schedule. 2.g. Develop and adopt fee structure. 2.h. Notify regulated community of new procedures. 2.i. Commence operations. 3.a. Amend contract for operations. 3.b. Work with Health Officer to develop mid-term and long-term framework for expansion of Health Department to assume additional functions. Take to City Council for approval. 3.c. 90-day 180-day operational assessment to evaluate first 6 months operations and implement anyneeded changes. Includes internal assessment and survey of regulated community to get input. 3.c. On -board permanent staff as required. 3.d. Assist City to develop permanent fee schedule. EXHIBIT B CONSULTANT'S HOURLY RATE SCHEDULE Hourly Rates CONSTANT Associates STAFF MEMBERS HRS AVERAGE BILLING RATE TOTAL JIM SIMS, Subject Matter Expert and Deputy Project Manager 65 $287 $18,655 MEL KNIGHT, Interim Environmental Health Director 50 $225 $11,250 SLOAN GRISSOM, Consultant 85 $123 $10,455 RYAN DUFOUR, Analyst $85 $7,225 Fee 6.00% TOTAL - CONSTANT Associates $2,855 $50,440 TRANSTECH Engineers, I STAFF MEMBERS HRS AVERAGE TOTAL BILLING RAT AHMAD ANSARI, PE, Project Manager 130 $ $22,750 AYLA JEFFERSON, CBO, CSP, Principal, Building 8 Safety Services. ICC Certified Building Official, Plans Examiner, Inspector Ali 120 $140 $16,800 DENNIS TARANGO, CBO, CSP, Principal, Building & afety Services. ICC Certified Building Official, Plans Examiner, Inspector BILL DORMAN, CBO, CSP, ICC CerttifladZuildina Official, Plans Examiner, Inspector - GREGORY AHERN, ICC CePlilintiai ing, Plumd Mechanical Inspector, ICC Fire Inspector 40 $110 $4,400 JONATHAN TARANGO, ICC Certified Building Inspector Or Other Insp tors / Equivalent Support Staff AMY CH Certified Permit Technician, CalGreen Plans Examiner, CalGr pector 40 $95 $3,800 JULIE ROB ICC Certified Permit Technician, Careen Plans Examiner, CalGreen Ins ctor _ Or Other Permit T ans / EquivalFMupport Staff TOTAL-TRANSTECH E eers, Inc. $47,750 TOTAL (CONSTANT Associates + TRANSTECH Engineers, Inc.) $98,190 Plus direct reimbursables and Fees paid to 3rd Parties