HomeMy WebLinkAbout2023 CON Trackless Trains of San Diego - Two Trackless Trains for Kimball Holiday EventSHORT FORM SERVICES AGREEMENT
BY AND BETWEEN
THE CITY OF NATIONAL A CITY
AND
TRACKLESS SS TRAINS OF SAN DIEGO
THIS AGREEMENT T is entered into this 26th day of October 2023, by and between the
CITY OF NATIONAL AL CITY, a municipal corporation (the "CITY"), , and TRACKLESS TRAINS
OF SAN DIEGO, a corporation (the "CONTRACTOR").
NOW, THEREFORE, CITY agrees to engage CONTRACTOR to perform the services set
forth herein in accordance with the following terms and conditions:
1. Description of Services. CONTRACTOR shall provide two(2)Classic trains on
Saturday, December 9th for A Kimball Holiday Event from 2:00 pm to 9:00 pm,as outlined in
attached proposal, Exhibit "A"
2. e . � n nt. The schedule is set forth below:
Train must be delivered by 1: 3 o pm and train rides shall begin as early as 2:00 p.m. on Saturday,
December 9, 2023 and train rides must conclude at 9:00 pm on December 9, 2023.
3. Compensation. The total compensation to CONTRACTOR for providing the
services set forth herein shall not exceed a one-time cost of $5,003.18 The compensation for
CONTRACTOR' S work shall be based upon and not exceed the rates given in Exhibit "A" (the
labor rates) without prior written authorization from CITY.
4. Payment Schedule,. CITY will make payment within thirty (30) .days of receiving
and approving a billing statement for the satisfactorily completed services of CONTRACTOR.
Termination. CITY may terminate this Agreement at any time by providing one
(1) day's written notice to CONTRACTOR.
6. Independent Contractor. It is agreed that CONTRACTOR is an independent
Contractor, and all persons working for or under the direction of CONTRACTOR are
CONTRACTOR'S agents, servants and employees, and said persons shall not be deemed agents,
servants, or employees of CITY.
7. Insurance. CONTRACTOR shall obtain:
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A. III If checked, Professional Liability Insurance (errors and omissions)
with minimum limits of $1,000,000 per occurrence.
E. Automobile insurance covering all bodily injury and property damage
incurred during the perfo -rnance of this Agreement, with a minimum coverage of $1,000,000
combined l single limit per accident. Such automobile insurance shall include owned, non -owned,
and hired vehicles. The policy shall name the CITY and its officers, agents, employees, and
volunteers as additional insureds, and a separate additional insured endorsement shall be provided.
C. Commercial General Liability Insurance, with minimum limits of
1,0 0,000 per occurrence and $2,000,000 aggregate policy, covering all bodily injury and
property damage arising out of its operations, work, or performance under this Agreement. The
policy shall name the CITY and its officers, agents, employees, and volunteers as additional
insureds, and a separate additional insured endorsement shall be provided. The general aggregate
limit must apply solely to this "policy" or "location". The "policy" or "location" should be noted
with specificity on an endorsement that shall be incorporated into the policy.
D. Workers' compensation insurance in an amount sufficient to meet statutory
requirements covering all of CONTRACTOR'S employees and employers' liability insurance
with limits of at least $1,000,000 per accident. In addition, the policy shall be endorsed with a
waiver of subrogation in favor r . the CITY. Said endorsement shall be provided prior to
commencement f work under this Agreement.
If CONSULTANT SULTAI T has no employees subject to the California Workers'
Compensation and Labor laws, CONSULTANT shall execute a Declaration to that effect. Said
Declaration shall be provided to CONSULTANT by CITY.
E. The aforesaid policies shall constitute primary insurance as to the CITY, its
officers, employees, and volunteers, so that any other policies held by the CITY shall not contribute
to any loss under said insurance. Said policies shall provide for thirty 3 days prior written notice
to the CITY's Risk Manager, at the address listed in subsection G below, of cancellation or material
change.
F. Said policies, except for the professional liability and workers'
compensation policies, shall name the CITY and its officers, agents, employees, and volunteers as
additional insureds, and separate additional insured endorsements shall be provided.
G. The Certificate Holder for all policies of insurance required by this Section
shall be:
City of National City
c/o Risk Manager
1243 National City Boulevard
National City, CA 919 -43 97
H. If required insurance coverage is provided on a "claims made" rather than
"occurrence" form, the CONTRACTOR shall maintain such insurance coverage for three years
after expiration of the term (and any extensions) of this Agreement. In addition, the "retro" date
must be on or before the date of this Agreement.
I. Insurance shall be written with only insurers authorized to conduct business
in California which hold a current policy holder's alphabetic and financial size category rating of
not less than A:VII according to the current Best's Key Rating Guide, or a company of equal
financial stability that is approved by the City's Risk Manager. In the event coverage is provided
by non -admitted "surplus lines" carriers, they must be included on the most recent List of
Approved Surplus Line Insurers '`LAS I" and otherwise meet rating requirements.
J. This Agreement shall not take effect until certificate(s) or other sufficient
proof that these insurance provisions have been complied with, are filed with, and approved by the
CITY' s Risk Manager, If the CONTRACTOR does not keep all insurance policies required by this
Section 7 in full force and effect at all times during the tern of this Agreement, the. CITY may
treat the failure to maintain the requisite insurance as a breach of this Agreement and terminate the
Agreement as provided herein.
K. All deductibles and self -insured retentions in excess of $10,000 must be
disclosed to and approved by the CITY. CITY reserves the right to modify the insurance
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requirements of this Section 7, including limits, based on the nature of the risk, prior experience,
insurer, coverage, or other special circumstances.
I�. If the CONTRACTOR maintains broader coverage or higher limits (or
both) than the minimum limits shown above, the CITY shall be entitled to the broader coverage or
higher limits (or both) maintained by the CONTRACTOR. Any available insurance proceeds in
excess of the specified minimum limits of insurance and coverage shall be available to the CITY.
8. Indemnification and Hold Harmless. To the maximum extent provided by law,
the CONTRACTOR agrees to defend, indemnify and hold harp -less the City of National City, its
officers, officials, agents, employees, and volunteers against and from any and all liability, loss,
damages to property, injuries to, or death of any person or persons, and all claims, demands, suits,
actions, proceedings, reasonable attorneys' fees, and defense costs, of any kind or nature, including
workers' compensation claims, of or by anyone whomsoever, resulting from or arising out of the
CONTRACTOR'S perfomance or other obligations under this Agreement; provided, however,
that this indemnification and hold harmless shall not include any claims or liability arising from
the established sole negligence or willful misconduct of the CITY, its agents, officers employees,
or volunteers. CITY will cooperate reasonably in the defense of any action, and CONTRACTOR
shall employ competent counsel, reasonably acceptable to the City Attorney.
The indemnity, defense, and hold harmless obligations contained herein shall
survive the termination of this Agreement for any alleged or actual omission, act, or negligence
under this Agreement that occurred during the term of this Agreement.
9. EMPLOYEE PAYMENTS AND INDEMNIFICATION.
9.1 PERS Eligibility Indemnification. If C TTRACT R's employees 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
of the CITY, CONTRACTOR R shall indemnify, defend, and hold harmless CITY for the payment
of any employer and employee contributions for PERS benefits on behalf of the employee as well
as for payment of any penalties and interest on such contributions which would otherwise be the
responsibility of the CITY.
CONTRACTOR'S employees providing service under this Agreement shall not:(1)
qualify for any compensation and benefit under PERS; 2 be entitled to any benefits under PERS;
enroll in PERS as an employee of CITY; receive any employer contributions paid by CITY
for PERS benefits; or be entitled to any other PERS-related benefit that would •aecru.e to a CITY
employee. CONTRACTOR' s employees hereby waive any claims to benefits or compensation
described in this Section 9. This Section 9 applies to CONTRACTOR notwithstanding any other
agency, state or federal policy, rule, regulation, law or ordinance to the contrary,
9.2 Limitation of CITY Liability. The payment made to CONTRACTOR under this
Agreement shall be the full and complete compensation to which CONTRACTOR and
CONTRACTOR' s officers, employees, agents, and subcontractors are entitled for performance of
any work under this Agreement. Neither CONTRACTOR nor CONTRACTOR' s officers,
employees, agents, and subcontractors are entitled to any salary or wages, or retirement, health,
leave or other fringebenefits applicable to CITY employees. The CITY will not make any federal
or state tax withholdings on behalf of CONTRACTOR. The CITY shall not be required to pay any
workers' compensation insurance on behalf of CONTRACTOR.
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9.3 Indemnification for Employee Payments. CONTRACTOR ACT agrees to defend and
indemnify the CITY for any obligation, claim, suit, or demand for tax, retirement contribution
including any contribution to PERS, S, social security, salary or wages, overtirne payment, or
workers' compensation payment which the CITY may be required to make n behalf of(1)
CONTRACTOR, 2 any employee of CONTRACTOR, or 3 any employee of CONTRACTOR
construed to be an employee of the CITY, for work performed under this Agreement. This is a
continuing obligation that survives the termination of this Agreement.
10. Acceptability of Work. The CITY shall, with reasonable diligence, determine the
quality or acceptability of the work, the manner of p rf r an , and/or the compensation payable
to the CONTRACTOR.
11. Business License. CONTRACTOR must possess or shall obtain business license
from National City Finance Department before beginning work.
12, Prevailing wages. State prevailing wage rates may apply to work performed under
this Agreement. State prevailing wages rates apply to all public works contracts as set forth in
California Labor Code, including but not limited to, Sections 1720, 1 2 .2, 1 2 .3, 172 . , and
1771. CONTRACTOR is solely responsible to determine if State prevailing wage rates apply and,
if applicable, pay such rates in accordance with all laws, ordinances, rules, and regulations.
13, Administrative Provisions.
A. Computation of Time. Periods. If any date or time period provided for in
this Agreement is or ends on a Saturday, Sunday or federal, state or legal holiday, then such date
shall automatically be extended until 5:00 p.m. Pacific Time of the next day which is not a
Saturday, Sunday or federal, state, or legal holiday.
B. Counterparts. This Agreement may be executed in multiple counterparts,
each of which shall be deemed an original, but all of which, together, shall constitute but one and
the same instrument.
C. Captions. Any captions to, or headings of, the sections or subsections of
this Agreement are solely for the convenience of the parties hereto, are not a part of this
Agreement, and shall not be used for the interpretation or determination of the validity of this
Agreement or any provision hereof.
D. No Obligations to Third Parties. Except as otherwise expressly provided
herein, the execution and delivery of this Agreement shall not be deemed to confer any rights upon,
or obligate any of the parties hereto, to any person or entity other than the parties hereto.
E. Exhibits and Schedules. The Exhibits and Schedules attached hereto are
hereby incorporated herein by this reference for all purposes. To the extent any exhibits, schedules,
or provisions thereof conflict or are inconsistent with the terms and conditions contained in this
Agreement, the terms and conditions ofthis Agreement will control.
P. Amendment to this Agreement. The terms of this Agreement may not be
modified or amended except by an instrument in writing executed by each of the parties hereto.
G. Assignment & Assumption of Rights. CONTRACTOR shall not assign this
Agreement, in whole or in part, to any other party without first obtaining the written consent of
CITY.
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H. Waiver. The waiver or failure to enforce any provision of this Agreement
shall not operate as a waiver of any future breach of any such provision or any other provision
hereof.
Applicable Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of California, The venue for any legal action arising under
this Agreement shall be in either state or federal court in the County of San Diego, State of
California. The CONTRACTOR shall comply with all laws, including federal, state, and local
laws, whether now in force or subsequently enacted.
J. Audit. If this Agreement exceeds ten -thousand dollars 1 ,000 , the parties
shall be subject to the examination and audit of the State Auditor for a period of three years
after final payment under the Agreement, per Government ment Code Section 8546.7.
K. Entire Agreement. This Agreement supersedes any prior agreements,
negotiations and communications, oral or written, and contains the entire agreement between the
parties as to the subject matter hereof. No subsequent agreement, representation, or promise made
by either party hereto, or by or to an employee, officer, agent, or representative of any party hereto
shall be of any effect unless it is in writing and executed by the party to be bound thereby.
L. Successors and Assigns. This Agreement shall be binding upon and shall
inure to the benefit of the successors and assigns of the parties hereto.
M. Subcontractors or 'ucstas. The CITY is engaging the services of the
CONTRACTOR identified in this Agreement. The CONTRACTOR shall not subcontract any
portion of the work, unless such subcontracting was part of the original proposal or is allowed by
the CITY, In the event any portion of the work under this Agreement is subcontracted, the
subcontractor(s) shall be required to comply with and agree to, for the benefit of and in favor of
the CITY, both the insurance provisions in Section 7 and the indemnification and hold harmless
provision of Section 8 of this Agreernent.
T. Construction. The parties acknowledge and agree that i each party is of
equal bargaining strength, (ii) each party has actively participated in the drafting, preparation and
negotiation of this Agreement, (iii) each such party has consulted with or has had the opportunity
to consult with. its own, independent counsel and such other professional advisors as such party
has deemed appropriate, relative to any and all matters c ontemp l ate d under this Agreement, (iv)
any rule or construction to the effect that ambiguities are to be resolved against the drafting party
shall not apply in the interpretation of this Agreement, or any portions hereof, or any amendments
hereto.
IN WITNESS WHEREOF, this Agreement is executed by CITY and by CONTRACTOR
on the date and year first above written.
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CITY OF NATIONAL CITY
By:
Benjamin Martinez,
Interim City Manager
APPROVED AS TO FORM:
By:
Barry J. Sc;
r
City Attorney
CONTACT INFORMATION
CITY OF NATIONAL CITY
1243 National nal ' ity Boulevard
National City, CA 91950-4397
Phone: (619) 336-4358
Fax: (619) 336-4292
Contact: Juanita Castaneda
Title: Recreation Supervisor
Dep.: Library Community Services
Email: j castaneda@nation l ityca. go
TRACKLESS
TRAINS OF SAN DIEGO,
LLC
(Corporation — signatures oftwo corporate of ' cer s required)
(Partnership r-ship or ,Sao prtetcr ship — one signature)
By:
ame)
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(Print)
("LOOM,
(Title)
By:
(Warne)
(Print)
(Title)
TRACKLESS TRAINS OF SAN DIEGO,
LLC
2220 Otay Lakes Rd. Ste 502 #128
Chula Vista, CA 91915
Phone: (619) 600-5188
Fax:
Contact: Steve Vishnevisky
Title:
Email: steve
tra . 1e tr in ofsandiego.com
Taxpayer I.D. No.: 80-0149317
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