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HomeMy WebLinkAbout2011 CON Liberty Manufacturing - Police Department Indoor Shooting RangeAGREEMENT BY AND BETWEEN THE CITY OF NATIONAL CITY AND LIBERTY MANUFACTURING, INC. THIS AGREEMENT is entered into this 1st day of July, 2011, by and between the CITY OF NATIONAL CITY, a municipal corporation (the "CITY"), and LIBERTY MANUFACTURING, INC, a corporation (the "CONTRACTOR) RECITALS WHEREAS, the CITY desires to employ a CONTRACTOR to provide clean up of rubber berm, recycling of lead collected from the berm, and recycling of expended brass ammunition shells of the police indoor shooting range of the National City Police Department located at 1200 National City Boulevard. WHEREAS, the CITY has determined that the CONTRACTOR is a metal recycling company specializing in the cleaning of firearm ranges, and is qualified by experience and ability to perform the services desired by the CITY, and the CONTRACTOR is willing to perform such services. NOW, THEREFORE, THE PARTIES HERETO DO MUTUALLY AGREE AS FOLLOWS: 1. ENGAGEMENT OF CONTRACTOR. The CITY agrees to engage the CONTRACTOR, and the CONTRACTOR agrees to perform the services set forth in this Agreement in accordance with all terms and conditions contained herein. The CONTRACTOR represents that all services shall be performed directly by the CONTRACTOR or under direct supervision of the CONTRACTOR. 2. SCOPE OF SERVICES. CONTRACTOR shall be responsible for the services set forth in the attached Exhibit "A", which include removal of range lead from the rubber berm, located at the range facility, by the use of vacuuming equipment; and, the physical distribution of the range rubber, filling the area above the berm, and bringing the rubber behind the yellow demarcation line. CONTRACTOR shall provide containers for the collection of expended ammunition brass shells to be collected as needed by the Police Department. The CONTRACTOR shall be responsible for all research and reviews related to the work and shall not rely on personnel of the CITY for such services, except as authorized in advance by the CITY. The CITY may unilaterally, or upon request from the CONTRACTOR, from tirne to time reduce or increase the Scope of Services to be performed by the CONTRACTOR under this Agreement. Upon doing so, the CITY and the CONTRACTOR agree to meet in good faith and confer for the purpose of negotiating a corresponding reduction or increase in the compensation associated with said change in services, not to exceed a factor of 20% from the base amount. 3. PROJECT COORDINATION AND SUPERVISION. Jose Tellez, Police Lieutenant, is hereby designated as the Project Coordinator for the CITY, and will monitor the progress and execution of this Agreement. The CONTRACTOR shall assign a single Project Director to provide supervision and have overall responsibility for the progress and execution of this Agreement for the CONTRACTOR. Carlos Chavez thereby is designated as the Project Director for the CONTRACTOR. 4. COMPENSATION AND PAYMENT. The compensation for the CONTRACTOR shall be based on monthly billings covering actual work performed. Billings shall include labor classifications, respective rates, hours worked and also materials, if any. The total cost for all work described in Exhibit "A" shall not exceed $5,870.00, without prior written authorization from the City Manager. Monthly invoices will be processed for payment and remitted within thirty (30) days from receipt of invoice, provided that work is accomplished consistent with Exhibit "A", as determined by the CITY. CONTRACTOR agrees to credit CITY's overall costs of service for the range lead and brass shells collected. The credits shall be provided on the monthly billings. The credit for range lead shall be 35% of daily London Material Exchange ("LME") price of virgin lead per pound. The date of range lead pickup shall be the date used for determining the LME price. This credit will be used to reduce the overall cost of service after the lead is weighed. Credit for brass shells clean (not mix) shall be $1.25 per pound and $1.00 per pound (mix). The price for brass shells may change based upon the LME price of copper on the date of brass shell pickup. This credit will be used to reduce the overall cost of service after the brass shells are weighed. The CONTRACTOR shall maintain all books, documents, papers, employee time sheets, accounting records, and other evidence pertaining to costs incurred, and shall make such materials available at its office at all reasonable times during the term of this Agreement and for three (3) years from the date of final payment under this Agreement, for inspection by the CITY, and for furnishing of copies to the CITY, if requested. 5. ACCEPTABILITY OF WORK. The City shall decide any and all questions which may arise as to the quality or acceptability of the services performed and the manner of performance, the acceptable completion of this Agreement, and the amount of compensation due. In the event the CONTRACTOR and the City cannot agree to the quality or acceptability of the work, the manner of performance and/or the compensation payable to the CONTRACTOR in this Agreement, the City or the CONTRACTOR shall give to the other written notice. Within ten (10) business days, the CONTRACTOR and the City shall each prepare a report that supports their position and file the same with the other party. The City shall, City's standard Ag_teement —2009 revision with reasonable diligence, determine the quality or acceptability of the work, the manner of performance and/or the compensation payable to the CONTRACTOR. 6. EFFECTIVE DATE AND LENGTH OF AGREEMENT. This Agreement will become effective on July 1, 2011. The duration of this Agreement is for the period ofJuly 1, 2011 through June 30, 2012, provided that the parties may mutually agree to extend this Agreement on the same terms and conditions for three additional one-year terms. 7. DISPOSITION AND OWNERSHIP OF DOCUMENTS. The Memoranda, Reports, Maps, Drawings, Plans, Specifications, and other documents prepared by the CONTRACTOR for this Project, whether paper or electronic, shall become the property of the CITY for use with respect to this Project, and shall be turned over to the CITY upon completion of the Project, or any phase thereof, as contemplated by this Agreement. Contemporaneously with the transfer of documents, the CONTRACTOR hereby assigns to the CITY, and CONTRACTOR thereby expressly waives and disclaims any copyright in, and the right to reproduce, all written material, drawings, plans, specifications, or other work prepared under this Agreement, except upon the CITY's prior authorization regarding reproduction, which authorization shall not be unreasonably withheld. The CONTRACTOR shall, upon request of the CITY, execute any further document(s) necessary to further effectuate this waiver and disclaimer. The CONTRACTOR agrees that the CITY may use, reuse, alter, reproduce, modify, assign, transfer, or in any other way, medium, or method utilize the CONTRACTOR'S written work product for the CITY's purposes, and the CONTRACTOR expressly waives and disclaims any residual rights granted to it by Civil Code Sections 980 through 989 relating to intellectual property and artistic works. Any modification or reuse by the CITY of documents, drawings, or specifications prepared by the CONTRACTOR shall relieve the CONTRACTOR from liability under Section 14, but only with respect to the effect of the modification or reuse by the CITY, or for any liability to the CITY should the documents be used by the CITY for some project other than what was expressly agreed upon within the Scope of this project, unless otherwise mutually agreed. 8. INDEPENDENT CONTRACTOR. Both parties hereto in the performance of this Agreement will be acting in an independent capacity and not as agents, employees, partners, or joint venturers with one another. Neither the CONTRACTOR nor the CONTRACTOR'S employees are employees of the CITY, and are not entitled to any of the rights, benefits, or privileges of the CITY's employees, including but not limited to retirement, medical, unemployment, or workers' compensation insurance. This Agreement contemplates the personal services of the CONTRACTOR and the CONTRACTOR's employees, and it is recognized by the parties that a substantial inducement to the CITY for entering into this Agreement was, and is, the professional reputation and competence of the CONTRACTOR and its employees. Neither this Agreement nor any 3 Ciiy's Sia dsrd Agreement —2009 revision interest herein may be assigned by the CONTRACTOR without the prior written consent of the CITY. Nothing herein contained is intended to prevent the CONTRACTOR from employing or hiring as many employees, or SUBCONTRACTORS, as the CONTRACTOR may deem necessary for the proper and efficient performance of this Agreement. All agreements by CONTRACTOR with its SUBCONTRACTOR(S) shall require the SUBCONTRACTOR(S) to adhere to the applicable terms of this Agreement. 9. CONTROL. Neither the CITY nor its officers, agents, or employees shall have any control over the conduct of the CONTRACTOR or any of the CONTRACTOR'S employees, except as herein set forth, and the CONTRACTOR or the CONTRACTOR'S agents, servants, or employees are not in any manner agents, servants, or employees of the CITY, it being understood that the CONTRACTOR, its agents, servants, and employees are as to the CITY wholly independent CONTRACTOR, and that the CONTRACTOR'S obligations to the CITY are solely such as are prescribed by this Agreement. 10. COMPLIANCE WITH APPLICABLE LAW. The CONTRACTOR, in the performance of the services to be provided herein, shall comply with all applicable State and federal statutes and regulations, and all applicable ordinances, rules, and regulations of the City of National City, whether now in force or subsequently enacted. The CONTRACTOR and each of its SUBCONTRACTOR(S) shall obtain and maintain a current City of National City business license prior to and during performance of any work pursuant to this Agreement. 1 1. LICENSES, PERMITS, ETC. The CONTRACTOR represents and covenants that it has all licenses, permits, qualifications, and approvals of whatever nature that: are legally required to practice its profession. The CONTRACTOR represents and covenants that the CONTRACTOR shall, at its sole cost and expense, keep in effect at all times during the term of this Agreement, any license, permit, or approval which is legally required for the CONTRACTOR to practice its profession. 12. STANDARD OF CARE. A. The CONTRACTOR, in performing any services under this Agreement, shall perform in a manner consistent with that level of care and skill ordinarily exercised by members of the CONTRACTOR'S trade or profession currently practicing under similar conditions and in similar locations. The CONTRACTOR shall take all special precautions necessary to protect the CONTRACTOR's employees and members of the public from risk of harm arising out of the nature of the work and/or the conditions of the work site. B. Unless disclosed in writing prior to the date of this Agreement, the CONTRACTOR warrants to the CITY that it is not now, nor has it for the five (5) years preceding, been debarred by a governmental agency or involved in debarment, arbitration, or litigation proceedings concerning the CONTRACTOR'S professional performance or the furnishing of materials or services relating thereto. C. The CONTRACTOR is responsible for identifying any unique products, treatments, processes, or materials whose availability is critical to the success of the project the CONTRACTOR has been retained to perform, within the time requirements of the CITY or, when no time is specified, within a commercially reasonable time. Accordingly, unless 4 City's Standard Agreement -2OO9 revision the CONTRACTOR has notified the CITY otherwise, the CONTRACTOR warrants that all products, materials, processes, or treatments identified in the project documents prepared for the CITY are reasonably commercially available. Any failure by the CONTRACTOR to use due diligence under this sub -paragraph will render the CONTRACTOR liable to the CITY for any increased costs that result from the CITY's later inability to obtain the specified items or any reasonable substitute within a price range that allows for project completion in the time frame specified or, when not specified, within a commercially reasonable time. 13. NON-DISCRIMINATION PROVISIONS. The CONTRACTOR shall not discriminate against any employee or applicant for employment because of age, race, color, ancestry, religion, sex, sexual orientation, marital status, national origin, physical handicap, or medical condition. The CONTRACTOR will take positive action to insure that applicants are employed without regard to their age, race, color, ancestry, religion, sex, sexual orientation, marital status, national origin, physical handicap, or medical condition. Such action shall include, but not be limited to, the following: employment, upgrading, demotion, transfer, recruitment., or recruitment advertising, layoff or termination, rates of pay or other forms of compensation, and selection for training, including apprenticeship. The CONTRACTOR agrees to post in conspicuous places available to employees and applicants for employment any notices provided by the CITY setting forth the provisions of this non-discrimination clause. 14. CONFIDENTIAL INFORMATION. The CITY may from time to time communicate to the CONTRACTOR certain confidential information to enable the CONTRACTOR to effectively perform the services to be provided herein. The CONTRACTOR shall treat all such information as confidential, and shall not disclose any part thereof without the prior written consent of the CITY. The CONTRACTOR shall limit the use and circulation of such information, even within its own organization, to the extent necessary to perform the services to be provided herein. The foregoing obligation of this Section 13, however, shall not apply to any pars: of the information that (i) has been disclosed in publicly available sources of information; (ii) is, through no fault of the CONTRACTOR, hereafter disclosed in publicly available sources of information; (iii) is already in the possession of the CONTRACTOR without any obligation of confidentiality; or (iv) has been or is hereafter rightfully disclosed to the CONTRACTOR by a third party, but only to the extent that the use or disclosure thereof has been or is rightfully authorized by that third party. The CONTRACTOR shall not disclose any reports, recommendations, conclusions, or other results of the services or the existence of the subject matter of this Agreement without the prior written consent of the CITY. In its performance hereunder, the CONTRACTOR shall comply with all legal obligations it may now or hereafter have respecting the information or other property of any other person, firm, or corporation. CONTRACTOR shall be liable to CITY for any damages caused by breach of this condition, pursuant to the provisions of Section 14. 15. INDEMNIFICATION AND HOLD HARMLESS. The CONTRACTOR agrees to defend, indemnify and hold harmless the City of National City, its 5 City's Standard Agreement —2U09 revision officers and employees, against and from any and all liability, loss, damages to property, injuries to, or death of any person or persons, and all claims, demands, suites, 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 performance 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 agenta, officers, or employees. 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. 16. WORKERS' COMPENSATION. The CONTRACTOR shall comply with all of the provisions of the Workers' Compensation Insurance and Safety Acts of the State of California, the applicable provisions of Division 4 and 5 of the California Government Code and all amendments thereto; and all similar State or federal acts or laws applicable; and shall indemnify, and hold harmless the CITY and its officers, and employees from and against all claims, demands, payments, suits, actions, proceedings, and judgments of every nature and description, including reasonable attorneys' fees and defense costs presented, brought, or recovered against the CITY or its officers, employees, or volunteers, for or on account of any liability under any of said acts which may be incurred by reason of any work to be performed by the CONTRACTOR under this Agreement. 17. INSURANCE. The CONTRACTOR/CONSULTANT [CHOOSE ONE1, at its sole cost and expense, shall purchase and maintain, and shall require its subCONTRACTOR/CONSULTANT [CHOOSE ONE]s, when applicable, to purchase and maintain throughout the tern of this agreement, the following insurance policies: J A. If checked, Professional Liability Insurance (errors and omissions) with minimumlimits of $1,000,000 per occurrence. B. Automobile insurance covering all bodily injury and property damage incurred during the performance of this Agreement, with a minimum coverage of $1,000,000 combined single limit per accident. Such automobile insurance shall include owned, non -owned, and hired vehicles ('any auto"). C. Commercial general liability insurance, with minimum limits of $1,000,000 per occurrence/$2,000,000 aggregate, covering all bodily injury and property damage arising out of its operations under this Agreement. D. Workers' compensation insurance in an amount sufficient to meet statutory requirements covering all of CONTRACTOR'S/CONSULTANT'S [CHOOSE ONE] 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 of the CITY. Said endorsement shall be provided prior to commencement of work under this Agreement. If CONTRACTOR has no employees subject to the California Workers' Compensation and Labor laws, CONTRACTOR shall execute a Declaration to that effect. Said Declaration shall be provided to CONTRACTOR 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 6 City s Sianda-d Agreement 2004 revision contribute to any loss under said insurance. Said policies shall provide for thirty (30) days prior written notice to the CITY 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 and employees as additional insureds, and separate additional insured endorsements shall be provided. G. If required insurance coverage is provided on a "claims made" rather than "occurrence" form, the CONTRACTOR/CONSULTANT [CHOOSE ONE] shall maintain such insurance coverage for three years after expiration of the term (and any extensions) of this Agree- ment. In addition, the "retro" date must be on or before the date of this Agreement. H. Any aggregate insurance limits must apply solely to this Agreement. I. Insurance shall be written with only California admitted companies which hold a current policy holder's alphabetic and financial size category rating of not less than A VIII according to the current Best's Key Rating Guide, or a company 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 California List of Eligible Surplus Lines Insurers (LESLI list) 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/CONSULTANT [CHOOSE ONE] does not keep all of such insurance policies in full force and effect at all times during the terms of this Agreement, the CITY may elect to 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 `610,000 must be disclosed to and approved by the CITY. 18. LEGAL FEES. If any party brings a suit or action against the other party arising from any breach of any of the covenants or agreements or any inaccuracies in any of the representations and warranties on the part of the other party arising out of this Agreement, then in that event, the prevailing party in such action or dispute, whether by final judgment or out -of - court settlement, shall be entitled to have and recover of and from the other party all costs and expenses of suit, including attorneys' fees. For purposes of determining who is to be considered the prevailing party, it is stipulated that attorneys' fees incurred in the prosecution or defense of the action or suit shall not be considered in determining the amount of the judgment or award. Attorneys' fees to the prevailing party if other than the CITY shall, in addition, be limited to the amount of attorneys' fees incurred by the CITY in its prosecution or defense of the action, irrespective of the actual amount of attorneys' fees incurred by the prevailing party. 19. MEDIATION/ARBITRATION. If a dispute arises out of or relates to this Agreement, or the breach thereof, the parties agree first to try, in good faith, to settle the dispute by mediation in San Diego, California, in accordance with the Commercial Mediation Rules of the American Arbitration Association (the "AAA") before resorting to arbitration. The costs of mediation shall be borne equally by the parties. Any controversy or claim arising out of, or relating to, this Agreement, or breach thereof, which is not resolved by mediation shall be 7 City's Siandard Agreement —2(XJ9 ravision settled by arbitration in San Diego, California, in accordance with the Commercial Arbitration Rules of the AAA then existing. Any award rendered shall be final and conclusive upon the parties, and a judgment thereon may be entered in any court having jurisdiction over the subject matter of the controversy. The expenses of the arbitration shall be borne equally by the parties to the arbitration, provided that each party shall pay for and bear the costs of its own experts, evidence and attorneys' fees, except that the arbitrator may assess such expenses or any part thereof against a specified party as part of the arbitration award. 20. TERMINATION. A. This Agreement may he terminated with or without cause by the CITY. Termination without cause shall be effective only upon 60-days' written notice to the CONTRACTOR. During said 60-day period the CONTRACTOR shall perform all services in accordance with this Agreement. B. This Agreement may also be terminated immediately by the CITY for cause in the event of a material breach of this Agreement, misrepresentation by the CONTRACTOR in connection with the formation of this Agreement or the performance of services, or the failure to perform services as directed by the CITY. C. Termination with or without cause shall be effected by delivery of written Notice of Termination to the CONTRACTOR as provided for herein. D. In the event of termination, all finished or unfinished Memoranda Reports, Maps, Drawings, Plans, Specifications, and other documents prepared by the CONTRACTOR, whether paper or electronic, shall immediately become the property of and be delivered to the CITY, and the CONTRACTOR shall be entitled to receive just and equitable compensation for any work satisfactorily completed on such documents and other materials up to the effective date of the Notice of Termination, not to exceed the amounts payable hereunder, and less any damages caused the CITY by the CONTRACTOR'S breach, if any. Thereafter, ownership of said written material shall vest in the CITY all rights set forth in Section 6. F. The CTTY further reserves the right to immediately terminate this Agreement upon: (1) the filing of a petition in bankruptcy affecting the CONTRACTOR; (2) a reorganization of the CONTRACTOR for the benefit of creditors; or (3) a business reorganization, change in business name, or change in business status of the CONTRACTOR. 21. NOTICES. All notices or other communications required or permitted hereunder shall be in writing, and shall be personally delivered; or sent by overnight mail (Federal Express or the like); or sent by registered or certified mail, postage prepaid, return receipt requested; or sent by ordinary mail, postage prepaid; or telegraphed or cabled; or delivered; or sent by telex, telecopy, facsimile or fax; and shall be deemed received upon the earlier of (i) if personally delivered, the date of delivery to the address of the person to receive such notice, (ii) if sent by overnight mail, the business day following its deposit in such overnight mail facility, (iii) if mailed by registered, certified, or regular first-class mail, five (5) days (ten (10) days if the address is outside the State of California) after the date of deposit in a post office, mailbox, mail chute, or other like facility regularly maintained by the United States Postal Service, (iv) if given by telegraph or cable, when delivered to the telegraph company with charges prepaid, or (v) if given by telex, telecopy, facsimile or fax, when sent. Any notice, request, demand, direction or other communication delivered or sent as specified above shall be directed to the following persons: 8 Oily s Slnndmd A;rcement -2009 revisinu To CITY: To CONTRACTOR: Adolfo Gonzales Chief of Police National City Police Department 1200 National City Boulevard National City, CA 91950-4302 Carlos Chavez Liberty Manufacturing, Inc. 2233 East 16th Street Los Angeles, CA 90021 Notice of change of address shall be given by written notice in the manner specified in this Section. Rejection or other refusal to accept or the inability to deliver because of changed address of which no notice was given shall be deemed to constitute receipt of the notice, demand, request, or communication sent. Any notice, request, demand, direction, or other communication sent by cable, telex, telecopy, facsimile, or fax must be confirmed within forty- eight (48) hours by letter mailed or delivered as specified in this Section. 22. CONFLICT OF INTEREST AND POLITICAL REFORM ACT OBLIGATIONS. During the term of this Agreement, the CONTRACTOR shall not perform services of any kind for any person or entity whose interests conflict in any way with those of the City of National City. The CONTRACTOR also agrees not to specify any product, treatment., process or material for the project in which the CONTRACTOR has a material financial interest, either direct or indirect, without first notifying the CITY of that fact. The CONTRACTOR shall at all times comply with the terms of the Political Reform Act and the National City Conflict of Interest Code. The CONTRACTOR shall immediately disqualify itself and shall not use its official position to influence in any way any natter coming before the CITY in which the CONTRACTOR has a financial interest as defined in Government Code Section 87103. The CONTRACTOR represents that it has no knowledge of any financial interests that would require it to disqualify itself from any matter on which it might perform services for the CITY. [_] If checked, the CONTRACTOR shall comply with all of the reporting requirements of the Political Reform Act and the National City Conflict of Interest Code. Specifically, the CONTRACTOR shall file a Statement of Economic Interests with the City Clerk of the City of National City in a timely manner on forms that the CONTRACTOR shall obtain from the City Clerk. The CONTRACTOR shall be strictly liable to the CITY for all damages, costs, or expenses the CITY may suffer by virtue of any violation of this Paragraph 21 by the CONTRACTOR. 23. PREVALING WAGES. City's Standard .Agreement -2009 revision State prevailing wage rates may apply to work performed under this Agreement. State prevailing wage rates apply to all public works contracts as set forth in California Labor Code, including but not limited to, Sections 1720,1720.2, 1720.3, 1720.4, and 1771. CONTRACTOR is soley responsible to determine if State prevailing wage rates apply and, if applicable, pay such rates in accordance with all laws, ordinances, rules, and regulations. 24. MISCELLANEOUS 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. F. 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. 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. 1-l. Applicable Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California. I. Audit. If this Agreement exceeds ten -thousand dollars ($10,000), the parties shall be subject to the examination and audit of the State Auditor for a period of three (3) years after final payment under the agreement, per Government Code Section 8546.7. J. 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. K. Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the successors and assigns of the parties hereto. L. 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 contemplated under this Agreement, (iv) 10 Cily's Stanched Agreement —21109 revision each party and such party's counsel and advisors have reviewed this Agreement, (v) each party has agreed to enter into this Agreement following such review and the rendering of such advice, and (vi) 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, the parties hereto have executed this Agreement on the date and year first above written. CITY OF N TIONAL CITY By: Chr , Zapat4, Ity Manager APPROVED AS TO FORM: Akk audia G. Si]v, City Attorney LII3ERTYMANUFACTURING, INC, (Camoraion - signatures of ilea corpura!e of/icers required) By: By: 6-u57AVo _12 . NI (n v-h.At (Print) Tv€�td� (Title) (Print) %ft (Title) 11 ('ily s Siandard Aereemeui —2009 re% 011 FAX (323) 581-9351 MANUFACTURERS OF SOLDER PRODUCTS (323) 581-9171 libertymfginc@aol.com Tuesday, April 05, 2011 National City Police Department 1200 National City Boulevard. National City, CA 91950 Dear Lt. Tellez: Thank you for the opportunity to open your range facility The National City Police Department located at 1200 National City Blvd, National City, Ca. After visiting your range facility, you are requesting the service range cleanup. I' would like to present you the following terms and conditions: 1. Liberty Mfg Inc. would be responsible for the removal of the range lead from rubber berm by the use our vacuuming equipment. 2. Liberty Mfg Inc would be responsible for the physical distribution of the range rubber, tilling the area above the bean, and bringing the rubber behind the yellow demarcation line. 3. Cost of Service: $ 5,870.00 4. Credit for range lead will be 35% of daily LME price of virgin lead per pound on the date of pickup. This credit w.vil i be used to reduce the overall cost of service after the lead is weighed. 5. Credit for brass shells clean (not mix) L $1.25/1b. This price will change base upon today LIME price of copper. 6. Credit for brass mix (i0 8 1.00 7. Terms: 30 day We look forward to earning your trust and your business. Please feel free to call us if there are any questions or concerns you may have. Sincerely: Carlos Chavez Liberty Mfg Inc 2233 E. 16th Street Los Angeles Cu 90021 Off; 323-581-9171 Fnx; 323.581.9351 EXHIBIT "A" :CORD CERTIFICATE OF LIABILITY INSURANCE DATE: 5/12/2011 'this CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON TI-IE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING 1NSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the poiicy(ics) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). CU r4'f ACT uwut'Elt I nr'[ Nick Marovich 1.c:h,.r:1 Ehrenfcld Company 'Ic r Eztl: (619) CI} 3 9990 ..t PAX a::,)r>.1 Y,,c. 655 Camino Del Rio North I )nf31.5A.;n:tcl ,t ch enfoldirtauranco.caa raocuCEEi 00003276 CUSTOMER ID P: _._ _ ..... .... ._. .... 200 an Diego CA 92108 Ibc:rty Manufacturing Inc. 2710 Lakeland Road rant,:; Fe Springs CA 90670 IHGIiREIi u AFFORDING _..I"hA COVERAGE ..... .......... ..... ,..tAG___ ulsulu:RA Efldurautce Aiiterican Speciality mstmeR.i:Dart ozd Casualty Insurance I,settitac:insurance Company Of The West I SUREr 0' v:S0RE li E u2SURf:R P: 2942 4 2787 OVERAGES CERTIFICATE NUMBER:CL112112 OSt31 REVISION NUMBER: IIIS IS TO CEI2fIPY 'Iit,11' THE POLICIES OF INSURANCTi LISIED BELOW HA/ET BEEN ISSUED TO THE INSURED NAMED ABOVE KCR THE POLICY PERIOD INDICATED NOT'+'.rliiSTANDING ANY REQUIREMENT. 1ERNI OR CONDITION OF ANY CON RACT OR OTHER DOCUMENT WITH RESPECT 1'O WHIG)) T1E15 .::! Ri:r is TEL MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE Ar-FORDI'D BY THE POLICIES DESCRIBED HEREIN 1S SUBJECT ro An 1'iiL' TERMS EXCLUSIONS AND co: )l'rlONS OF SUCII POLICIES LIMITS SII0.' ' MAY I!A`:E MIEN REDUCED BY PAID CLAIMS UUL 5JE3it" --- - POLICY !) 1 POLICY E%P TYi'l: CP 1'2SURAI..,E �: JOIICY l:3::llY2 li LL/riYYi rV 001{!YV LACu(x;curutEiN'CIE 5,000,000 1,17.MACI: 0R1210) 50,000 r EIIERA L LIABILITY 2,0;•..)1R.l,LJ.: iH''l.Lm::ILIrY X .00ruu X L. i ki)UtJ0J0-0i 2/3i201i 2I1I2012 t?a 5,000 GE::'. AGGi:Fiin t ' :'.II !•1'E" 5 PER A II1()IdO 311.E LIAI1II.l. Y : 11i2 i_iJ AtJ; i;5 ...( P`V,REU AU 10EE ' UMBRELLA LIAO occtA2 EXCESS LILT) i!E15N 1':ikl 5 l'iO❑ISERS COMPLIL'iAIION Ma) 2'.IPLOYCdi5' I,IAIIILITY 1 ..:,ta.vt., ;0 riil) 7201/! u23UU2 WSn 5000819 02 5,000,000 G;EIJE'.E AI. :.(Iiiii21GAlii 5,000,00D : I'i) 111CTE:-i;OMP/OP i.E".. 5rDOD r 000 (:O!.1I4E0 SINGLE LI),ia 9/i.J2010 J/1412011 ;Pt:, I.Jrn•.::re'..I rt:L!:8:i; co(1l; Gi ;:It 050L I)1NCE: :X i.I .1/15/201011/15/2011 ,r,t Va ST71i I)- CYAIt-. tORY 1.I'd115:_._J LI( . Gli'I :.I PC::..i:Y i cps, 00,0 1,000,000 LCIt11,110t: OF• OPERATIONS I LOCATIONS r VIIIIICL55 (All.lch AC0120 101, Adtlilitmat IErmal S, Schedule, Jf mum, space I: ruy06041) uJ C.t:y of 1atlanal City, its eloctosl o!'tici;llst, o:ricers, agor•.ts, and employee); are; liscad as addit:_on;11 .�. acd cenornl liability par the laetacllact v::dor:;c::.onto. F(: '.Ja:Ivor applioa. 1,_000,000 1,000,000 insttrcci:) an LRTIFICATE HOLDER CANCELLATION City of National City o/c City Attorney's Office 1243 National City Blvd National City, CA 91950-4301 Si IOULD ANY OF THE ABOVE DESCRIBED POLICIES 13 T CANCELLED BEFORF THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITII THE POLICY PROVISIONS. AU11,OR1Z2D it(1,11ESE1.TATIVti Jamie Raid/NICKM CORD 25 (2009/09) The ACORD name and logo a e registered marks of ACORD 5) 198t3,2O09 ACORD CORPORATION. All rights reserved. G1uiiR'!'Y MANUF/CTUR1^;C POL_IC'' i;Eii.,1o1009830-01. CCMNIERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - COMPLETED OPERATIONS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULC Nome Of Additional Insured Person(s) Or Orf+anlzation(s): Location And Description Of Completed Opera - Lions As required by written contract or agreement but only for work performed by the insured during this policy period. Additional Premium: $hieluded Locution: Per Certificate of Insurance Your Work Is Defined As: But only for work per. formed by the Insured during thls policy period when required by written contract. information required to complete this Schedule, if not shown above, will be shown in the Declarations. Section II -- Who Is An Insured is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for "bodily injury' or "property damage" caused, in whole or in part, by 'your work" al the location designated and described in (he schedule of this endorsement performed for that additional insured and included in the "products - completed operations hazard". CO 20 37 07 04 G !SO Properties, Inc., 2004 Pap 1 of 1 I:3e.i?'t": MANU ACTURI1 G POLICY NUMBER: :1L101009030-Oa. COMMERCIAL GENERAL LIABILITY CG 20 10 07 04 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED — OWNERS, LESSEES OR CONTRACTORS -- SCHEDULED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCH-IEDULE Name Of Additional Insured Person(s) Or Organizatton(s): Any person or organization that the insured is required by .vritten contract to names as an additional insured It is agreed that such insurance as is afforded by this policy for the benefit of the Additional insured shall be, primary insurance as respect to any claim, loss or liability caused in whole or in pars by the Named Insured(s) operations, and any other insurance maintained by the Additional Insured shall be excess and non-contributory with the insurance provided hereunder. Location(s) Of Covered Operations PER ., R 'r .. vi.t. INSURANCE .H ,loaf it' i,ii � i) � Ir' a..l.e ;,,.. Information required to complete this Schedule, if not shown above, will be shown in the Declarations, A. Section II — VVho Is An Insured is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule, but only :vith respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by: 1. Your acts or omissions; or 2, The acts or omissions of those acting on your behalf; in the performance of your ongoing operations for the additional insured(s) at the location(s) desig- nated above. B. With respect to the insurance affordec to these additional insureds, the following additional exclu- sions apply: This insurance does not apply to "bodily injury" or "property damage" occurring after: 1, All work, including materials, parts or equip. menl furnished in connection with stch :vork, on the project (other than service, maintenance or repairs) to be performed by or on behalf of the additional insured(s) at the location of the covered operations has been completed; or 2. That portion of "your work" out of which the injury or damage arises has been put to its in- tended use by any person or organization other than another contractor or subcontractor en- gaged in performing operations for a principal as a part of the same project. CG 20 10 07 04 © ISO Properties, Inc., 2004 Page 1 of 1 0 POLICY NUMBER: 72, Uu: U; 3902 COMMERCIAL AUTO CA 211 411 02 09 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. DESIGNATED INSURED This endorsement modifies Ills.irnnoe prcvidcd under the following: BUSINESS AUTO COVERAGE FORM GARAGE cOVERAGE {:OR.) MOTOR CARRIER COVERAGE FORM TRUCKERS COVERAGE FORI,1 With respect to Coveraue provided by this endorsement, the provisions of the Coverage Forth apply unless modifir,d by this en(lei:seme{it. This endorsement identifies person(s) or organization(s) who are "insureds" under the Who Is An Insured Provision o1 the Coveraiie Forni. TI115 endor em(?nt (foes not alter r;(Weragc provided i11 the Coverage I'OI111. This endersonlent changes the policy effective on the inception date of the policy unless another date is indicated h elo.,. Endorsement effective 5/1 3/ ,> 0 :I, Named Insured LIBERTY MANUP CTURING Countersigned by (Authorized Representative) SCHEDULE Name of Person(s) cr Orgnnization(s): CITY OF NATIONAL CITY C/O c_:'Y '1TO1? 1 ' iS OFFICE I 2 4 3 NATIONAL CI'l'C BLVD, NATIONAL CITY , 9:1.950-.1301 (if I10 entry appears above, information required to complete this endorsement will be shown in the Declarations as applicable to the endersernem.) Each person or organization :illot'!n in the Schedule is an 'insured" for Liability Coverage, but only to the extent that • f:ra C711 or organization qualifies a3 an "insured" under 111E Who Is An Insured Pf GV!°ilUl1 contained In Section tl of the C:.orage Form. CA 20 40 02 99 Copyright, Insurance) Services Office, Inc., 1900 Page 1 of 1 WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 99 06 37 (Ed. 5-02) WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT .CALIFORNIA We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) You must maintain payroll records accurately segregating the remuneration of your employees while engaged in the work described in the schedule. The additional premium for this endorsement shall be 5% of the California Workers' Compensation premium otherwise due on such remuneration, subject to a minimum premium of $50.00. Schedule Person or Organization Job Description City of National City C/O City Attorney's Office 1243 National City Blvd National City, CA 91950 Clean up. Policy Number: WSD 5000819 02 Insured: Liberty Manufacturing Inc Endorsement Effective: 05/12/11 Coverage Provided by: Insurance Company of the West Issue Date: 05/17/11 Countersigned by: WC 99 06 37 (Ed. 5-02) OFFICE OF THE CITY CLERK 1243 National City Blvd. National City, California 91950 Michael R. Dalla, CMC - City Clerk 619-336-4228 phone / 619-336-4229 fax LIBERTY MANUFACTURING, INC. NCPD Indoor Shooting Range Clean Up Ronni Zengota (PD) Forwarded Copy of Agreement to Contractor