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HomeMy WebLinkAboutAccelerated Modular Concepts Incorporated - Fire Squad Pilot Project - 2017AGREEMENT BY AND BETWEEN THE CITY OF NATIONAL CITY AND ACCELERATED MODULAR CONCEPTS INCORPORATED THIS AGREEMENT is entered into on this 1st day of June, 2017, by and between the CITY OF NATIONAL CITY, a municipal corporation (the "CITY"), and ACCELERATED MODULAR CONCEPTS INCORPORATED, (the CORPORATION). RECITALS WHEREAS, the CITY desires to employ ACCLERATED MODULAR CONCEPTS INCORPORATED to deliver, setup, tie down and provide skirting on modular building to be used as a temporary facility by the National City Fire Department Contractor shall make all final electrical and plumbing connections, provide a handicap ramp, and connnect backup power emergency generator to modular building Contractor shall also provide 32'long x 30'x 13'high covered vehicle parking structure. WHEREAS, the CITY has determined that the CONTRACTOR is an expert in the transportation and set up of modular buildings 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 to deliver and set up modular building to 2005 E. 4th Street, National City and the CONTRACTOR agrees to perform the services set forth here 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. EFFECTIVE DATE AND LENGTH OF AGREEMENT. This Agreement will become effective on June 'S`, 2017. The duration of this Agreement is for the period of June 1st, 2017 through November 30th, 2017. Completion dates or time durations for specific portions of the project are set forth in the PROPSAL FOR NATIONAL CITY FIRE DEPARTMENT. This Agreement may be extended by mutual agreement upon the same terms and conditions for an additional one (1) year term. The Parties may exercise up to three one-year extensions. Any extension of this Agreement must be approved in writing by the City Manager. 3. SCOPE OF SERVICES. CONTRACTOR will deliver, setup, tie down, provide skirting and a handicap ramp, and make final utility connections for electrical and plumbing. Modular building shall be equipped to use propane, Emergency back up power generator to modular building shall be connected CONTRACTOR shall also construct a covered vehicle parking structure 32'wide x 30'long x 13' high. CONTRATCOR shall provide services as outlined in Exibit "A" (PROPOSAL FOR NATIONAL CITY FIRE 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 CONTRACTOR shall appear at meetings specified in PROPOSAL FOR NATIONAL CITY FIRE DEPARTMENT to keep staff and City Council advised of the progress on the project. The CITY may unilaterally, or upon request from the CONTRACTOR, from time 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. 4. PROJECT COORDINATION AND SUPERVISION. FRANK PARRA hereby is 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. DERRICK ANDERSON thereby is designated as the Project Director for the CONTRACTOR. 5. COMPENSATION AND PAYMENT. The compensation for the CONTRACTOR shall be based on a one time cost 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 Exibit "A". PRICE SHEET PROPOSAL FOR NATIONAL CITY FIRE DEPARTMENT shall not exceed $112,846.28.00. The compensation for the CONTRACTOR'S work shall not exceed the upfront fees set forth in PROPOSAL FOR NATIONAL CITY FIRE DEPARTMENT. 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. 6. 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 which supports their position and file the same with the other party. The CITY shall, with reasonable diligence, determine the quality or acceptability of the work, the manner of performance and/or the compensation payable to the CONTRACTOR. 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 Standard Agreement Page 2 of 10 City of National City and Revised December 2016 Accelerated Modular Concepts, Inc. 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 CON TRACTOR 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 Services 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 ventures 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, unemploy- ment, 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 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. Standard Agreement Page 3 of 10 City of National City and Revised December 2016 Accelerated Modular Concepts, Inc. 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. 11. 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, then within a commercially reasonable time. Accordingly, unless 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, then 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 Standard Agreement Page 4 of 10 City of National City and Revised December 2016 Accelerated Modular Concepts, Inc. 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 14, however, shall not apply to any part 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 15. INDEMNIFICATION AND HOLD HARMLESS. The CONTRACTOR agrees to defend, indemnify and hold harmless 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 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 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. 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, employees, and volunteers from and against all claims, demands, payments, suits, actions, proceedings, and judgments of every nature and description, including reasonable attorney's fees and defense costs presented, brought or recovered against the CITY or its officers, employees, or volunteers, for or on account of any Standard Agreement Page 5 of 10 City of National City and Revised December 2016 Accelerated Modular Concepts, Inc. 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, at its sole cost and expense, shall purchase and maintain, and shall require its SUBCONTRACTOR(S), when applicable, to purchase and maintain throughout the term of this Agreement, the following checked insurance policies: A. ❑ If checked, Professional Liability Insurance (errors and omissions) with minimum limits 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"). 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 either $2,000,000 per occurrence and $4,000,000 aggregate, or $1,000,000 per occurrence and $2,000,000 aggregate with a $2,000,000 umbrella 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 "project" or "location". The "project" 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 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, officials, 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 (30) days prior written notice to the CITY of cancellation or material change. F. 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. G. Insurance shall be written with only California admitted companies that 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 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. H. 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 of such insurance policies in Standard Agreement Page 6 of 10 City of National City and Revised December 2016 Accelerated Modular Concepts, Inc. 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. I. All deductibles and self -insured retentions in excess of $10,000 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 fmal 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 attorney's 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. Attorney's fees to the prevailing party if other than the CITY shall, in addition, be limited to the amount of attorney's fees incurred by the CITY in its prosecution or defense of the action, irrespective of the actual amount of attorney's fees incurred by the prevailing party. 19. TERMINATION. A. This Agreement may be terminated with or without cause by the CITY. Termination without cause shall be effective only upon 60-day's 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 7. E. The CITY 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. 20. 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, Standard Agreement Page 7 of 10 City of National City and Revised December 2016 Accelerated Modular Concepts, Inc. 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 ordinary 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: To CITY: Frank Parra Director of Emergency Services Fire Department City of National City 1243 National City Boulevard National City, CA. 91950-4397 To CONTRACTOR: Ramon Garza President Accelerated Modular Concepts Inc. 14252 Andrews Drive, #7 Victorville, CA. 92395 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. 21. 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 matter 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 Standard Agreement Page 8 of 10 City of National City and Revised December 2016 Accelerated Modular Concepts, Inc. Clerk of the City of National City in a timely manner on forms which 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 22 by the CONTRACTOR. 22. 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, 1720.2, 1720.3, 1720.4, 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. 23. 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. 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 of this Agreement shall control. 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. H. 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. Standard Agreement Page 9 of 10 City of National City and Revised December 2016 Accelerated Modular Concepts, Inc. 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. Subcontractors or SubCONTRACTORs. 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 writing. 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 17 and the indemnification and hold harmless provision of Section 15 of this Agreement. M. 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) 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 NATIONAL CITY By: Rdfi Morrison, Mayor APPROVED AS TO FORM: Angil P. Morris -Jones City Attorney By: i v�vl •_/' icole Pedone Senior Assistant City Attorney ACCELERATED MODULAR CONCEPTS INCORPORATED (Signatures of tw s corporate o ' cers required) By: Bv: (Name) Rai CT4424 (Print) (2-eeD 11 (Title) rlVame) (Print) (Title) Standard Agreement Page 10 of 10 City of National City and Revised December 2016 Accelerated Modular Concepts, Inc. + A ACCELERATED MODULAR CONCEPTS, INC. Building Your Concepts At An Accelerated Pace www.amcionline.com Michael Christiansen (619) 944-1728 mchristiansen@nationalcityca.gov Revision #2 PROPOSAL FOR NATIONAL CITY FIRE DEPARTMENT NATIONAL, CALIFORNIA 28'x 68' NEW MODULAR BUILDING (Approx. 1840 SQUARE FEET) By: Ramon Garza, President Email: rq(c�amcionline.com Contractor's License # 700563 Work: (760) 245-4200 Cell: (760) 662-4116 Fax: (760) 951-1112 May 17, 2017 Project Proposal 5/17/2017 Page 2 of 6 CONTRACTUAL CLARIFICATIONS • This proposal is based on the terms and conditions of the standard ("AMCI") "Sale Agreement", • AMCI will provide all permits necessary for the manufacture and delivery of the module(s) to the site. • The customer shall obtain and be responsible for all permits pertaining to the building, Installation, site work and occupancy. • Delivery of the equipment described in this proposal is subject to delays in manufacture or delivery due to fire, flood, windstorm, riot, civil disobedience, strike, failure to secure materials from the usual source of supply, or any other circumstances beyond AMCI's control which shall prevent The manufacture of equipment or the making of deliveries in the normal course of business. • This proposal shall include building requirements other than those for the State of California and For Department of Housing code. • Any additional requirements or directives by local inspectors and/or other regulatory agencies or officials shall be the responsibility of the Buyer • This proposal is based on the Specifications and Scope of Work contained herein. Any additional requirements of any nature shall be the responsibility of the Buyer • This quotation is a proposal and does not represent a contractual commitment. Any contractual undertaking resulting herefrom must be approved in writing by the Chief Executive Officer of AMCI in order to be valid. • Completion approximately 30 days after plan approval by the Buyer and any Federal, State or Local Agency required and the execution of the contract, whichever is later. • Pricing provided herein shall be valid for 30 days from the date of bid. • AMCI shall not be responsible for subsurface conditions. • Pricing provided herein is based upon the use of non -union set-up labor at Non Prevailing wage. • Payment Terms: A negotiated Schedule of values will be used, building to be paid prior to delivery to site. • AMCI shall not be held responsible for the performance of set-up labor and material not supplied by AMCI including, but not limited to, warranty. • AMCI will warrant defects in material and workmanship for a period of one year from substantial completion, and pass on all manufacturers' component warranties. • Seller Professional Liability and Completed Products Liability coverage is not applicable and not included. Project Proposal 5/17/2017 Page 3 of 6 • Termination for any reason whatsoever will result in termination charges.(IF APPLICABLE) Said • Buyer shall be responsible for site security. • In the event of early occupancy prior to substantial completion, Buyer shall be responsible for all property damage, injury, and death that may result from said occupancy, and indemnify AMCI for same. • The AMCI proposal, in its entirety, shall be made a part of any contract resulting from this proposal. f) g) Project Proposal 5/17/2017 Page 4 of 6 TECHNICAL CLARIFICATIONS This proposal is based on: a) an assumed soil bearing capacity of 1,500 psf b) landscaping, site development other then specified has been excluded; c) a staging area located adjacent to the work site; d) suitable and acceptable access to the site for the module size(s) to be provided; e) electrical to a sub-panel(s) Final connections to customer provided MDP Within 5"; manifold/water/sanitary connections to (1) POC final Connections Within 5'; no dewatering of subsurface water; h) all underground obstructions, if any, within the proposed building envelope/work area to be located and marked above grade, by others; i) level grade (+ -6") within the proposed building envelope j) Tel/Com empty conduit with fish wire only, thru ceiling -- jacks and conductors Excluded; k) actual module size: Per Conceptual Floor Plan 1) placement of module(s) to be accomplished by the use of truck; m) unless otherwise noted, color selection(s) to be made from manufacturer's standard stock colors; n) Excluded is concrete walkways By Others o) HVAC certified balancing by others Comfort balance will be performed by AMCI; p) storm water management/erosion and sedimentation control by others; q) AMCI is providing State approve Buildings with Shop drawing. Standard foundation plans/Calculations & Plans only, any other drawings and/or tests required are to be supplied by customer; r) Geotechnical studies and reports and survey's are by others; s) Geotechnical data has not been received nor incorporated into our calculations t) Fire Sprinkler has been Excluded u) Proposed building excludes all fire ratings, exterior wall, and any other exterior or interior Fire Rated Assemblies. If Fire Rates assemblies are required, due to the location of the module to existing building and/or property line is, ; v) the customer obtaining and paying for all necessary permits, fees, licenses and Certificate of Occupancy with the exception of transportation and State Approval; w) All Appliances, Interior Furniture, workstations and all Architectural Elements Have Been Excluded x) If not called out in this proposal then it has not been included NOTE: "Others" denotes not by AMCI, or its agents, employees, and/or subcontractors. Project Proposal 5/17/2017 Page 5 of 6 CERTIFIED CARPORT STRUCTURE 32'W x30'L x13'H • Vertical Roof Style • Horizontal Side -Panels • 29 Gauge Paneling • 2" x3" Rectangular Tubing • 32' W x 31'L (30' Frame Length) • 13' Leg Height • Two Enclosed Sides • Concrete Anchor Bolts • Interior Anchor Mounts (L-Tabs) • Site Specific Engineed Plans and Calculations Included • Saw Cut and Remove Asphalt From Footing Areas (2) 12" x12" x30' Long • Trench Footings (2) 12" x12" x30' Long • Form and Pour (2) 12" x12" x 30' Strip Footings with (2) #4 Rebar Installed in Middle of Footings • Grid Rebar Installed 42" On Center Throughout Strip Footing Project Proposal 5/17/2017 Page 6 of 6 PRICE SHEET PROPOSAL 28'x68' USED MODULAR BUILDING Purchase Building Only: $49,860.00 Building Per Attached Specification: Per Month Minimum 12 Months $2117.50 Mo Building Per Attached Specification: Per Month Minimum 36 Months $1,530.18 Mo Building Per Attached Specification: Per Month Minimum 60 Months $1329.31 Mo Tax not Included: UP -FRONT FEES Delivery: Included Set -Up; Included Tie downs; Included Skirting Included Make Final Connection To Electric: Included Make Final Connection To Plumbing; Included General Conditions: Included $35,936.00 OPTIONS Convert Appliances to Propane $1,500.00 Parking Structure (Includes Footings) $40,506.00 ADA OSHA Steps $6,060.00 Backup Generator Connections $6,600.00 Handicap Ramp (1) $8,500.00 Submit Drawings and Permits Permit Fee's To Be Reimbursted $10,200.00 Tax: $3,544.28 Total: $112,846.28 • Building To Be Repainted @ Ext, And new Carpet @ Bedrooms And Dayroom Only all other Flooring To Be Cleaned, Please Schedule A Site Visit W/ AMCI Prior to Approval. *All other restored site work excluded upon dismantle and return of buildings. Buildings must be accessible without use of any equipment with exception to forklift/truck upon removal. To Hold Buildingslst months' rent will be due. And $300.00 Per Month for storage From June1—Dec 31 ACCEMOD-01 SMARTIN ACORL CERTIFICATE OF LIABILITY INSURANCE `-� DATE(MM/DD/YYYY) 4/5/2017 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE 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 INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) 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). - PRODUCER License # 0C36861 Inland Empire-Alliant Insurance Services, Inc. 735 Carnegie Dr Ste 200 San Bernardino, CA 92408 CONTACT Michele R Callihan PHONE 909 886-9861 F"X 909 886-2013 (A/c. No, EXt): ( ) (Alc, No): ( ) E-MAIL SS: MCallihan@alliant.com INSURER(S) AFFORDING COVERAGE NAIC # INSURER A: Colony Insurance Company 39993 INSURED Accelerated Modular Concepts 14252 St. Andrews Drive, Suite #7 Victorville, CA 92395 INSURER B :Travelers Casualty Insurance Co of America 19046 INSURER c : Hartford Fire Insurance Company 19682 INSURER D : INSURER E : INSURER F : COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS INSR LTR TYPE OF INSURANCE ADDL INSD SUBR WVD POLICY NUMBER POLICY EFF (MM/DD/YYYY) POLICY EXP (MM/DD/YYYY) LIMITS A X COMMERCIAL GENERAL LIABILITY X 103 GL 00052030-04 07/28/2016 07/28/2017 EACH OCCURRENCE $ 1,000,000 CLAIMS -MADE X OCCUR DAMAGE-10 RENTED PREMISES (Ea occurrence) $ 100,000 MED EXP (Any one person) $ 5,000 _PERSONAL & ADV INJURY $ 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PRO- JECT PER: LOC GENERAL AGGREGATE $ 2,000,000 PRODUCTS - COMP/OP AGG $ 2,000,000 $ B AUTOMOBILE X LIABILITY ANY AUTO ALL OWNED AUTOS HIRED AUTOS _ SCHEDULED X BA1C537961-16-SEL 07/28/2016 07/28/2017 COMBINED SINGLE LIMIT (Ea accident) $ 1,000,000 BODILY INJURY (Per person) $ BODILY INJURY (Per accident) $ PROPERTY DAMAGE (Per accident) $ UMBRELLA LIAB EXCESS LIAB OCCUR CLAIMS -MADE EACH OCCURRENCE $ AGGREGATE $ DED RETENTION $ $ WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? (Mandatory In NH) If yes, describe under DESCRIPTION OF OPERATIONS below ,� / N N / A PER STATUTE OTH- ER E.L. EACH ACCIDENT $ E.L. DISEASE - EA EMPLOYEE $ E.L. DISEASE - POLICY LIMIT $ C Builders Risk 72MSZN0616 07/28/2016 07/28/2017 Temp Location 1,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached If more space Is required) Job: Operations pertaining to named insured for certholder. The City of National City, its elected officials, officers, agents, and employees are additional insureds as respects to the general liability and auto liability per endorsements attached. CERTIFICATE HOLDER CANCELLATION City of National City 1243 National City Blvd National City, CA 91950-4397 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE (,t)1t ACORD 25 (2014/01) © 1988-2014 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD POLICY NUMBER: 103 GL 00052030-04 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - SCHEDULED PERSON OR ORGANIZATION - COMPLETED OPERATIONS & ONGOING OPERATIONS AS SCHEDULED This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Organization(s): Location And Description Of Operations All persons or organizations as required by written contract with the Named Insured As designated in written contract with the Named Insured A. Section II — Who Is An Insured is amended to include the person(s) or organization(s) shown in the Schedule (called additional insured), but only with respect to: (1) Liability for "bodily injury" or "property damage" caused, in whole or in part, resulting from "your work" at the location designated and described in the schedule of this endorsement performed for that additional insured and included in the "products -completed operations hazard" when you and such person(s) or organization(s) have agreed in writing in a con- tract or agreement that such person(s) or organization(s) be named as an additional in- sured on your policy. (2) Liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by resulting from: (a) Your acts or omissions; or (b)The acts or omissions of those acting on your behalf; in the performance of your ongoing operations for the additional insured(s) at the loca- tion(s) designated above. B. Section IV — Commercial General Liability Conditions, 4. Other Insurance is amended and the following added: If you are required by written contract to provide primary insurance, the insurance afforded by this Coverage Part for the additional insured shown in the Schedule is primary insurance and we will not seek contribution from any other insurance available to that additional insured. U462-0310 ALL OTHER TERMS AND CONDITIONS OF THE POLICY REMAIN UNCHANGED. Includes copyrighted material of ISO Properties, Inc., 2004 Page 1 of 1 with its permission. POLICY NUMBER: 103 GL 00052030-04 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART The following is added to Paragraph 8. Transfer Of Rights Of Recovery Against Others To Us of Section IV — Conditions: We waive any rights of recovery we may have against any person or organization because of payments we make for injury or damage resulting from your ongoing operations or "your work" done under a contract with that person or organization and included in the "products -completed operations hazard" if: a. you agreed to such waiver; b. the waiver is included as part of a written contract or lease; and c. such written contract or lease was executed prior to any loss to which this insurance applies. ALL OTHER TERMS AND CONDITIONS OF THE POLICY REMAIN UNCHANGED. U047-0310 Includes copyrighted material of ISO Properties, Inc., Page 1 of 1 with its permission. POLICY NUMBER: BA1C537961-16-SEL COMMERCIAL AUTO THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. AUTO COVERAGE PLUS ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modi- fied by the endorsement. GENERAL DESCRIPTION OF COVERAGE — This endorsement broadens coverage. However, coverage for any injury, damage or medical expenses described in any of the provisions of this endorsement may be excluded or limited by another endorsement to the Coverage Part, and these coverage broadening provisions do not apply to the extent that coverage is excluded or limited by such an endorsement. The following listing is a general cover- age description only. Limitations and exclusions may apply to these coverages. Read all the provisions of this en- dorsement and the rest of your policy carefully to determine rights, duties, and what is and is not covered. A. B. C. D. E. F. G. BLANKET ADDITIONAL INSURED EMPLOYEE HIRED AUTO EMPLOYEES AS INSURED SUPPLEMENTARY PAYMENTS —INCREASED LIMITS TRAILERS — INCREASED LOAD CAPACITY HIRED AUTO PHYSICAL DAMAGE PHYSICAL DAMAGE — TRANSPORTATION EXPENSES — INCREASED LIMIT A. BLANKET ADDITIONAL INSURED The following is added to Paragraph A.1., Who Is An Insured, of SECTION II — LIABILITY COV- ERAGE: Any person or organization who is required under a written contract or agreement between you and that person or organization, that is signed and executed by you before the "bodily injury" or "property damage" occurs and that is in effect during the policy period, to be named as an addi- tional insured is an "insured" for Liability Cover- age, but only for damages to which this insurance applies and only to the extent that person or or- ganization qualifies as an "insured" under the Who Is An Insured provision contained in Section II. B. EMPLOYEE HIRED AUTO 1. The following is added to Paragraph A.1., Who Is An Insured, of SECTION 1I — LI- ABILITY COVERAGE: An "employee" of yours is an "insured" while operating a covered "auto" hired or rented under a contract or agreement in that "em- ployee's" name, with your permission, while CA T4 20 07 10 H. AUDIO, VISUAL AND DATA ELECTRONIC EQUIPMENT — INCREASED LIMIT I. WAIVER OF DEDUCTIBLE — GLASS J. K. L. M. PERSONAL EFFECTS AIRBAGS AUTO LOAN LEASE GAP BLANKET WAIVER OF SUBROGATION performing duties related to the conduct of your business. 2. The following replaces Paragraph b. in B.5., Other Insurance, of SECTION IV — BUSI- NESS AUTO CONDITIONS: b. For Hired Auto Physical Damage Cover- age, the following are deemed to be cov- ered "autos" you own: (1) Any covered "auto" you lease, hire, rent or borrow; and (2) Any covered "auto" hired or rented by your "employee" under a contract in that individual "employee's" name, with your permission, while perform- ing duties related to the conduct of your business. However, any "auto" that is leased, hired, rented or borrowed with a driver is not a covered "auto". C. EMPLOYEES AS INSURED The following is added to Paragraph A.1., Who Is An Insured, of SECTION II — LIABILITY COV- ERAGE: ® 2010 The Travelers indemnity Company. All rights reserved. Page 1 of 3 Includes copyrighted material of Insurance Services Office, Inc. with its permission. • COMMERCIAL AUTO Any "employee" of yours is an "insured" while us- ing a covered "auto" you don't own, hire or borrow in your business or your personal affairs. D. SUPPLEMENTARY PAYMENTS — INCREASED LIMITS 1. The following replaces Paragraph A.2.a.(2) of SECTION I1— LIABILITY COVERAGE: (2) Up to $3,000 for cost of bail bonds (in- cluding bonds for related traffic law viola- tions) required because of an "accident" we cover. We do not have to furnish these bonds. 2. The following replaces Paragraph A.2.a.(4) of SECTION II — LIABILITY COVERAGE: (4) All reasonable expenses incurred by the "insured" at our request, including actual Toss of earnings up to $500 a day be- cause of time off from work. E. TRAILERS — INCREASED LOAD CAPACITY The following replaces Paragraph C.1. of SEC- TION I — COVERED AUTOS: 1. "Trailers" with a load capacity of 3,000 pounds or Tess designed primarily for travel on public roads. F. HIRED AUTO PHYSICAL DAMAGE The following is added to Paragraph A.4., Cover- age Extensions, of SECTION III — PHYSICAL DAMAGE COVERAGE: Hired Auto Physical Damage Coverage if hired "autos" are covered "autos" for Liability Coverage but not covered "autos" for Physical Damage Coverage, and this policy also provides Physical Damage Coverage for an owned "auto", then the Physical Damage Coverage is extended to "autos" that you hire, rent or borrow subject to the following: (1) The most we will pay for "loss" in any one "accident" to a hired, rented or borrowed "auto" is the lesser of: (a) $50,000; (b) The actual cash value of the damaged or stolen property as of the time of the "loss"; or (c) The cost of repairing or replacing the damaged or stolen property with other property of like kind and quality. (2) An adjustment for depreciation and physical condition will be made in determining actual cash value in the event of a total "loss". Page 2 of 3 (3) If a repair or replacement results in better than like kind or quality, we will not pay for the amount of betterment. (4) A deductible equal to the highest Physical Damage deductible applicable to any owned covered "auto". (5) This Coverage Extension does not apply to: (a) Any "auto" that is hired, rented or bor- rowed with a driver; or (b) Any "auto" that is hired, rented or bor- rowed from your "employee". G. PHYSICAL DAMAGE — TRANSPORTATION EXPENSES — INCREASED LIMIT The following replaces the first sentence in Para- graph A.4.a., Transportation Expenses, of SECTION III — PHYSICAL DAMAGE COVER- AGE: We will pay up to $50 per day to a maximum of $1,500 for temporary transportation expense in- curred by you because of the total theft of a cov- ered "auto" of the private passenger type. H. AUDIO, VISUAL AND DATA ELECTRONIC EQUIPMENT — INCREASED LIMIT Paragraph C.2.. Limit Of Insurance, of SEC- TION 111 — PHYSICAL DAMAGE COVERAGE is deleted. WAIVER OF DEDUCTIBLE — GLASS The following is added to Paragraph D., Deducti- ble, of SECTION III — PHYSICAL DAMAGE COVERAGE: No deductible for a covered "auto" will apply to glass damage if the glass is repaired rather than replaced. J. PERSONAL EFFECTS The following is added to Paragraph A.4., Cover- age Extensions, of SECTION 111 — PHYSICAL DAMAGE COVERAGE: Personal Effects Coverage We will pay up to $400 for "loss" to wearing ap- parel and other personal effects which are: (1) Owned by an "insured"; and (2) In or on your covered "auto". This coverage only applies in the event of a total theft of your covered "auto". No deductibles apply to Personal Effects cover- age. © 2010 The Travelers Indemnity Company. All rights reserved, CA T4 20 07 10 Includes copyrighted material of Insurance Services Office, Inc. with its permission. 003615 K. AIRBAGS The following is added to Paragraph B.3., Exclu- sions, of SECTION 111 — PHYSICAL DAMAGE COVERAGE: Exclusion 3.a. does not apply to "loss" to one or more airbags in a covered "auto" you own that in- flate due to a cause other than a cause of "loss" set forth in Paragraphs A.1.b. and A.1.c., but only: a. If that "auto" is a covered "auto" for Compre- hensive Coverage under this policy; b. The airbags are not covered under any war- ranty; and c. The airbags were not intentionally inflated. We will pay up to a maximum of $1,000 for any one "loss". L. AUTO LOAN LEASE GAP The following is added to Paragraph A.4., Cover- age Extensions, of SECTION I11 — PHYSICAL DAMAGE COVERAGE: Auto Loan Lease Gap Coverage for Private Passenger Type Vehicles In the event of a total "loss" to a covered "auto" of the private passenger type shown in the Schedule or Declarations for which Physical Damage Cov- erage is provided, we will pay any unpaid amount due on the lease or loan for such covered "auto" less the following: (1) The amount paid under the Physical Damage Coverage Section of the policy for that "auto"; and CA T4 20 07 10 COMMERCIAL AUTO (2) Any: (a) Overdue lease or loan payments at the time of the "loss"; (b) Financial penalties imposed under a lease for excessive use, abnormal wear and tear or high mileage; (c) Security deposits not returned by the les- sor, (d) Costs for extended warranties, Credit Life Insurance, Health, Accident or Disability Insurance purchased with the loan or lease; and (e) Carry-over balances from previous loans or leases. M. BLANKET WAIVER OF SUBROGATION The following replaces Paragraph A.5., Transfer Of Rights Of Recovery Against Others To Us, of SECTION IV — BUSINESS AUTO CONDI- TIONS: 5. Transfer Of Rights Of Recovery Against Others To Us We waive any right of recovery we may have against any person or organization to the ex- tent required of you by a written contract exe- cuted prior to any "accident" or "loss", pro- vided that the "accident" or "loss" arises out of the operations contemplated by such con- tract. The waiver applies only to the person or organization designated in such contract. ® 2010 The Travelers Indemnify Company. All rights reserved. Page 3 of 3 Includes copyrighted material of Insurance Services Office, Inc. with its permission. I have reviewed the above captioned documents at your office's request. I spoke with Parra who provided me with additional details as to the scope of services that will be provided by the contractor. After some discussion with Parra; it was mutually agreed that that the minimum limits of coverage can be lowered to $1,000,000 per occurrence and $2,000,000 in aggregate. This change should not be interpreted as being in perpetuity and can be revisited on future proposed contracts with this contractor. There are a number of changes that have been noted on the face of the Certificate of Liability Insurance (COLI); I would recommend that the COLI be returned to the contractor to have his broker make the necessary changes to this document. I would remind you that given there are changes that the draft agreement that it should be modified to reflect these changes. I would like to thank you for your time and efforts in this matter. Should you have any questions or concerns, please feel free to contact me. Michael Gomez Interim Risk Manager (619) 336-4370 STATE LVM1�Fcry a•>r:UN �N :LIRA NC C FUND ISSUE DATE: 04-10-2017 POLICYHOLDER COPY P.O. BOX 8192, PLEASANTON, CA 94588 CERTIFICATE OF WORKERS' COMPENSATION INSURANCE CITY OF NATIONAL CITY 1243 NATIONAL CITY BLVD NATIONAL CITY CA 91950-4301 SP GROUP: POLICY NUMBER: 9047834-2017 CERTIFICATE ID: 28 CERTIFICATE EXPIRES: 03-01-2018 03-01-2017/03-01-2018 This is to certify that we have issued a valid Workers' Compensation Insurance policy in a form approved by the California Insurance Commissioner to the employer named below for the policy period indicated. This policy is not subject to cancellation by the Fund except upon 10 days advance written notice to the employer, We will also give you 10 days advance notice should this policy be cancelled prior to its normal expiration. This certificate of insurance is not an insurance policy and does not amend, extend or alter the coverage afforded by the policy listed herein, Notwithstanding any requirement, term or condition of any contract or other document with respect to which this certificate of insurance may be issued or to which it may pertain, the insurance afforded by the policy described herein is subject to all the terms, exclusions, and conditions, 01 such policy. Authorized Representative President and CEO EMPLOYER'S LIABILITY LIMIT INCLUDING DEFENSE COSTS: $1,000,0O0 PER OCCURRENCE. ENDORSEMENT #0015 ENTITLED ADDITIONAL INSURED EMPLOYER EFFECTIVE 2017-04-10 IS ATTACHED TO AND FORMS A PART OF THIS POLICY. NAME OF ADDITIONAL INSURED: CITY OF NATIONAL CITY EMPLOYER ACCELERATED MODULAR CONCEPTS INC 14252 SAINT ANDREWS DR STE 7 VICTORVILLE CA 92395 (eEV.7-2014) SP PP1T,H0j PRINTED : 04-10-2017 Cheryl Newell From: Judy Wilkins Sent: Thursday, September 21, 2017 9:23 AM To: Cheryl Newell Cc: Michael Lafreniere Subject: RE: Original Agreement Cheryl, Captain Lafreniere actually worked on that agreement... I don't have an original but I'm copying Mike on this email. He may have one. From: Cheryl Newell Sent: Thursday, September 21, 2017 9:12 AM To: Judy Wilkins <JWilkins@nationalcityca.gov> Subject: Original Agreement Good morning Judy, For Reso. 2017-172 Agenda Item #15 (9/5/17 Council Mtg.), we only received a copy of the signed agreement with the A-200 but do you have the original by any chance? This was a previously signed agreement from June 1, 2017 for Accelerated Modular Concepts. Ginny advised me to check with your department. Thank you, Cheryl Newell Office of the City Clerk Ext. 4227 1 RESOLUTION NO. 2017 — 172 RESOLUTION OF THE CITY COUNCIL OF THE CITY OF NATIONAL CITY RATIFYING AND RETROACTIVELY AUTHORIZE THE MAYOR'S EXECUTION OF THE AGREEMENT BY AND BETWEEN THE CITY OF NATIONAL CITY AND ACCELERATED MODULAR CONCEPTS INCORPORATED IN THE AMOUNT OF $112,846.28 FOR THE DELIVERY AND SET UP OF A MODULAR BUILDING TO BE USED BY THE NATIONAL CITY FIRE DEPARTMENT AS PART OF THE SQUAD PILOT PROGRAM AT EL TOYON PARK WHEREAS, on March 21, 2017, the City Council adopted Resolution No. 2017- 32 authorizing the establishment of an appropriation in the amount of $318,751 from the General Fund Fund Balance, toward the development and issuance of all necessary bid documents, including, but not limited to, site preparation, such as underground water, sewer, and electrical, and the cost of a 12 month lease of a mobile home trailer to be used by the Fire Department as part of the Squad Pilot Program at El Toyon Park; and WHEREAS, Resolution No. 2017-32 also authorized the establishment of an appropriation in the amount of $45,000 from the Police Department Development Impact Fee Fund to offset the costs of a covered parking structure as part of the Squad Pilot Program at El Toyon Park, resulting in a total project cost of $363,751; and WHEREAS, after researching various modular building companies, and evaluating whether the companies met the building needs for the Squad Pilot Program, staff recommended entering into an Agreement with Accelerated Modular Concepts Incorporated in the not to exceed amount of $112,846.28.00 for delivery, setup, and tie down of a modular building, provide skirting and a handicap ramp, make final electrical and plumbing connections, and construct a covered vehicle parking structure 32' long x 30' wide x 13' high; and WHEREAS, in order to expedite project completion, scheduled for September 2017, the Agreement was executed by the Mayor on June 1, 2017. NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of National City hereby ratifies and retroactively authorizes the Mayor to execute the Agreement by and between the City of National City and Accelerated Modular Concepts Incorporated in the amount of $112,846.28 for the delivery, setup, and tie down of a modular building, provide skirting and a handicap ramp, make final electrical and plumbing connections, and construct a covered vehicle parking structure 32' long x 30' wide x 13' high to be used by the National City Fire Department as part of the Squad Pilot Program at El Toyon Park. Said Agreement is on file in the Office of the City Clerk. [Signature Page to Follow] Resolution No. 2017 — 172 Page Two PASSED and ADOPTED this 5' day of September, 2017. ATTEST: ii Mi ael R. Dall. /City Clerk APPROVED S TO FORM: V or s ones Attorney Morrison,Mayor 0 Passed and adopted by the Council of the City of National City, California, on September 5, 2017 by the following vote, to -wit: Ayes: Councilmembers Cano, Mendivil, Morrison, Rios, Sotelo-Solis. Nays: None. Absent: None. Abstain: None. AUTHENTICATED BY: RON MORRISON Mayor of the City of National City, California City Clerk of the City of fJational City, California By: Deputy I HEREBY CERTIFY that the above and foregoing is a full, true and correct copy of RESOLUTION NO. 2017-172 of the City of National City, California, passed and adopted by the Council of said City on September 5, 2017. City Clerk of the City of National City, California By: Deputy CITY OF NATIONAL CITY, CALIFORNIA COUNCIL AGENDA STATEMENT MEETING DATE: September 5, 2017 AGENDA ITEM NO.: 15 EM TITLE: Kesolution of the City Council of the City of National City ratifying the execution of an Agreement by and between the City of National City and Accelerated Modular Concepts Incorporated in the amount of $112,846.28 for the delivery and set up of a modular building to be used by the National City Fire Department as part of the Squad Pilot Program at El Toyon Park. PREPARED BY: Ray Roberson, Management Analyst II DEPARTMENT: Engineering and Public Works PHONE: 619-336-4583 EXPLANATION: See attached. APPROVED BY: riNANCIAL STATEMENT: APPROVED: ���%Q�T_ FINANCE ACCOUNT NO. APPROVED: MIS Appropriations were authorized by City Council on March 21, 2017, per Resolution No. 2017-32 ENVIRONMENTAL REVIEW: N/A ORDINANCE: INTRODUCTION FINAL ADOPTION STAFF RECOMMENDATION: Adopt Resolution ratifying execution of an Agreement by and between the City of National City and Accelerated Modular Concepts Incorporated in the amount of $112,846.28 for the delivery and set up of a modular building to be used by the National City Fire Department as part of the Squad Pilot Program at El Toyon Park. BOARD / COMMISSION RECOMMENDATION: ATTACHMENTS: Explanation 2. Agreement 3. Resolution 4 satk44.,- Explanation On March 21, 2017, per City Council Resolution No. 2017-32, the City Council authorized, 1) the establishment of an appropriation in the amount of $318,751 from the General Fund Fund Balance toward the development and issuance of all necessary bid documents, including, but not limited to, site preparation and a 12-month lease of a modular building; and 2) the establishment of an appropriation in the amount of $45,000 from the Police Department Development Impact Fee Fund to offset the costs of the covered parking structure as part of the Squad Pilot Program at El Toyon Park, resulting in a total project cost of $363,751. A detailed estimate of project costs was provided. After researching various modular building companies and evaluating whether the companies met the building needs for the Squad Pilot Program, Fire Department staff recommended executing an Agreement with Accelerated Modular Concepts Incorporated (Contractor). An Agreement was drafted by staff and reviewed by the City Attorney's Office for form and content. The scope of work under the Agreement requires the Contractor to deliver, setup and tie down the modular building, provide skirting and a handicap ramp, and make final electrical and plumbing connections. The modular building shall be equipped to use propane and include an emergency generator for backup power. The Contractor shall also construct a covered vehicle parking structure 32' long x 30' wide x 13' high. In order to expedite project completion, the Agreement was executed by the Contractor and Mayor, effective June 1, 2017, in an amount not to exceed $112,846.28. The project is scheduled for completion in September 2017. Staff is requesting City Council ratification of the Agreement. AGREEMENT BY AND BETWEEN 't'HE CITY OF NATIONAL CITY AND ACCELERATED MODULAR CONCEPTS INCORPORATED THIS AGREEMENT is entered into on this 1' day of June, 2017, by and between the CITY OF NATIONAL CITY, a municipal corporation (the "CITY"), and ACCELERATED MODULAR CONCEPTS INCORPORATED, (the CORPORATION). RECITALS WHEREAS, the CITY desires to employ ACCLERATED MODULAR CONCEPTS INCORPORATED to deliver, setup, tie down and provide skirting on modular building to be used as a temporary facility by the National City Fire Department Contractor shall make all final electrical and plumbing connections, provide a handicap ramp, and connnect backup power emergency generator to modular building Contractor shall also provide 32'long x 30'x 13'high covered vehicle parking structure. WHEREAS, the CITY has determined that the CONTRACTOR is an expert in the transportation and set up of modular buildings 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 to deliver and set up modular building to 2005 E. 4th Street, National City and the CONTRACTOR agrees to perform the services set forth here 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. EFFECTIVE DATE AND LENGTH OF AGREEMENT, This Agreement will become effective on June 2017. The duration of this Agreement is for the period of June 1° 2017 through November 30th, 2017. Completion dates or time durations for specific portions of the project are set forth in the PROPSAL FOR NATIONAL CITY FIRE DEPARTMENT. This Agreement may be extended by mutual agreement upon the same terms and conditions for an additional one (1) year term. The Parties may exercise up to three one-year extensions. Any extension of this Agreement must be approved in writing by the City Manager. 3. SCOPE OF SERVICES. CONTRACTOR will deliver, setup, tie down, provide skirting and a handicap ramp, and make final utility connections for electrical and plumbing. Modular building shall be equipped to use propane, Emergency back up power generator to modular building shall be connected CONTRACTOR shall also construct a covered vehicle -1- parking structure 32'wide x 30'long x 13' high. CONTRATCOR shall provide services as outlined in Exibit "A" (PROPOSAL FOR NATIONAL CITY FIRE 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 CONTRACTOR shall appear at meetings specified in PROPOSAL FOR NATIONAL CITY FIRE DEPARTMENT to keep staff and City Council advised of the progress on the project. The CITY may unilaterally, or upon request from the CONTRACTOR, from time 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. 4. PROJECT COORDINATION AND SUPERVISION. FRANK PARRA hereby is 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. DERRICK ANDERSON thereby is designated as the Project Director for the CONTRACTOR. 5. COMPENSATION AND PAYMENT. The compensation for the CONTRACTOR shall be based on a one time cost 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 Exibit "A". PRICE SHEET PROPOSAL FOR NATIONAL CITY FIRE DEPARTMENT shall not exceed $112,846.28.00. The compensation for the CONTRACTOR'S work shall not exceed the upfront fees set forth in PROPOSAL FOR NATIONAL CITY FIRE DEPARTMENT. 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 6. 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 which supports their position and file the same with the other party. The CITY shall, with reasonable diligence, determine the quality or acceptability of the work, the manner of performance and/or the compensation payable to the CONTRACTOR. 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 Standard Agreement Page 2 of 10 City of Naticaal City and Revised December 2016 Accelerated Moduisr Concepts, Inc. -2- 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 Services 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 ventures 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, unemploy- ment, 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 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. Standard Agre«ng= Page 3 of 10 city of National City and Revised December 2016 Accelerated Modular Concepts, Mc. -3- 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 Agreernent. 11. 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, then within a commercially reasonable time. Accordingly, unless 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, then 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, inchtding apprenticeship. The CONTRACTOR agrees to post in Standard Agreement Page 4 of 10 City of National city and Revised December 2016 Accelerated Modular Concepts. Inc. -4- 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 14, however, shall not apply to any part 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 15. INDEMNIFICATION AND HOLD HARMLESS. The CONTRACTOR agrees to defend, indemnify and hold harmless 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 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 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 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, employees, and volunteers from and against all claims, demands, payments, suits, actions, proceedings, and judgments of every nature and description, including reasonable attorney's fees and defense costs presented, brought or recovered against the CITY or its officers, employees, or volunteers, for or on account of any Standard Agreement Page 5 of 10 City ofNational City and Revised December 2016 Accelerated Modular Concepts, Inc. 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, at its sole cost and expense, shall purchase and maintain, and shall require its SUBCONTRACTOR(S), when applicable, to purchase and maintain throughout the term of this Agreement, the following checked insurance policies: A. ❑ If checked, Professional Liability Insurance (errors and omissions) with minimum limits 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"). 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 either $2,000,000 per occurrence and $4,000,000 aggregate, or $1,000,000 per occurrence and $2,000,000 aggregate with a $2,000,000 umbrella 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 "project" or "location". The "project" 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 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 cowstitute primary insurance as to the CITY, its officers, officials, 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 (30) days prior written notice to the CITY of cancellation or material change F. If required insurance coverage is provided on a "claims mad" 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. G. Insurance shall be written with only California admitted companies that 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 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. H. 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 of such insurance policies in Standard Agreement Page 6 of 10 City of National City and Revised December 2016 Accelerated Modular Concepts, inc. _6- 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. I. All deductibles and self -insured retentions in excess of $10,000 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 attorney's 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. Attorney's fees to the prevailing party if other than the CITY shall, in addition, be limited to the amount of attorney's fees incurred by the CITY in its prosecution or defense of the action, irrespective of the actual amount of attorney's fees incurred by the prevailing party. 19. TERMINATION. A. This Agreement may be terminated with or without cause by the CITY. Termination without cause shall be effective only upon 60-day's 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 7. E. The CITY 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 reorgani7..xtion, change in business name or change in business status of the CONTRACTOR 20. 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 pit paid, return receipt requested; or sent by ordinary mail, postage prepaid; or telegraphed or cabled; or delivered or sent by telex, Standard Aft Page 7 of 10 City ofNational City and Revised December 2016 Accelerated Modular Concepts, Inc. -7- 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 ordinary 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: To CITY: Frank Parra Director of Emergency Services Fire Department City of National City 1243 National City Boulevard National City, CA. 91950-4397 To CONTRACTOR: Ramon Garza President Accelerated Modular Concepts Inc. 14252 Andrews Drive, #7 Victorville, CA. 92395 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. 21. 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 matter 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 Standard Agosement Page 8 of 10 City ofNational City and Revised December 2016 Accelerated Modular Concepts, Inc. -s- Clerk of the City of National City in a timely manner on forms which the CONTRACTOR shall obtain from the City Clerk. The CONTRACTOR shall be strictly liable to the CITY for all dAmsges, costs or expenses the CITY may suffer by virtue of any violation of this Paragraph 22 by the CONTRACTOR 22. 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, 1720.2, 1720.3, 1720.4, 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. 23. 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 imtil 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 of this Agreement shall control. 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. H. 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. Revisedd Agreement 2016 Page 9 of 10 city ofxa city and Accelerated MMnIs concepts, Inc. _9_ K. Successors and Assigns. This Agreement chap be binding upon and shall inure to the benefit of the successors and assigns of the parties hereto. L. Subcontractors or SubCONTRACTORs. 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 writing. 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 17 and the indemnification and hold harmless provision of Section 15 of this Agreement. M. 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) each party and such parry'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 NATIONAL CITY By: APPROVED AS TO FORM: Angil P Morris -Jones City Attorney By: Nicole Pedone Senior Assistant City Attorney ACCELERATED MODULAR CONCEPTS INCORPORATED (Signatures of two corporate officers required) By: (Name) as it (Print) P 5106L- (Title) a4&, Aft S4f4-lAJ1 c/ (Print) ('Title) Standard Apt Revised December 2016 Page 10 of 10 City ofNational City and Accelerated Modular Concepts, Inc. -10- RESOLUTION NO. 2017 — RESOLUTION OF THE CITY COUNCIL OF THE CITY OF NATIONAL CITY RATIFYING AND RETROACTIVELY AUTHORIZE THE MAYOR'S EXECUTION OF THE AGREEMENT BY AND BETWEEN THE CITY OF NATIONAL CITY AND ACCELERATED MODULAR CONCEPTS INCORPORATED IN THE AMOUNT OF $112,846.28 FOR THE DELIVERY AND SET UP OF A MODULAR BUILDING TO BE USED BY THE NATIONAL CITY FIRE DEPARTMENT AS PART OF THE SQUAD PILOT PROGRAM AT EL TOYON PARK WHEREAS, on March 21, 2017, the City Council adopted Resolution No. 2017- 32 authorizing the establishment of an appropriation in the amount of $318,751 from the General Fund Fund Balance, toward the development and issuance of all necessary bid documents, including, but not limited to, site preparation, such as underground water, sewer, and electrical, and the cost of a 12 month lease of a mobile home trailer to be used by the Fire Department as part of the Squad Pilot Program at El Toyon Park; and WHEREAS, Resolution No. 2017-32 also authorized the establishment of an appropriation in the amount of $45,000 from the Police Department Development Impact Fee Fund to offset the costs of a covered parking structure as part of the Squad Pilot Program at El Toyon Park, resulting in a total project cost of $363,751; and WHEREAS, after researching various modular building companies, and evaluating whether the companies met the building needs for the Squad Pilot Program, staff recommended entering into an Agreement with Accelerated Modular Concepts Incorporated in the not to exceed amount of $112,846.28.00 for delivery, setup, and tie down of a modular building, provide skirting and a handicap ramp, make final electrical and plumbing connections, and construct a covered vehicle parking structure 32' long x 30' wide x 13' high; and WHEREAS, in order to expedite project completion, scheduled for September 2017, the Agreement was executed by the Mayor on June 1, 2017. NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of National City hereby ratifies and retroactively authorizes the Mayor to execute the Agreement by and between the City of National City and Accelerated Modular Concepts Incorporated in the amount of $112,846.28 for the delivery, setup, and tie down of a modular building, provide skirting and a handicap ramp, make final electrical and plumbing connections, and construct a covered vehicle parking structure 32' long x 30' wide x 13' high to be used by the National City Fire Department as part of the Squad Pilot Program at El Toyon Park. Said Agreement is on file in the Office of the City Clerk. [Signature Page to Follow] Resolution No. 2017 — Page Two PASSED and ADOPTED this 51h day of September, 2017. Ron Morrison, Mayor ATTEST: APPROVED AS TO FORM: Michael R. Dalla, City Clerk Angil P. Morris -Jones City Attorney CITY OF NATIONAL CITY Office of the City Clerk 1243 National City Blvd., National City, California 91950-4397 619-336-4228 Michael R. Dalla, CMC - City Clerk ACCELERATED MODULAR CONCEPTS, INC. El Toyon Park Squad Pilot Program Michael Lafreniere (Fire) Forwarded Copy of Agreement to Accelerated Modular Concepts, Inc.