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HomeMy WebLinkAbout2017 CON Day Management Corp DBA Day Wireless - Design, Install and Service Alerting SystemSHORT FORM SERVICES AGREEMENT BY AND BETWEEN THE CITY OF NATIONAL CITY AND DAY MANAGEMENT CORPORATION, INC. DBA DAY WIRELESS SYSTEMS THIS AGREEMENT is entered into this 1st day of July, 2017, by and between the CITY OF NATIONAL CITY, a municipal corporation (the "CITY"), and DAY MANAGEMENT CORPORATION, INC., a corporation dba DAY WIRELESS SYSTEMS, (the "CONSULTANT"). NOW, THEREFORE, CITY agrees to engage CONTRACTOR to perform the services set forth herein in accordance with the following terms and conditions: 1. Description of Services. CONTRACTOR shall design and install a station alerting system as outlined in attached proposal, Exhibit "A" AND as -needed on -site services for our fiscal year ending June 30, 2018, and as directed by FRANK PARRA, the City's Director of Emergency Services. 2. Length of Agreement. The schedule is set forth below: The duration of this Agreement is from July 1st, 2017 through, June 30th, 2018. 3. Compensation. The total compensation to CONTRACTOR for providing the services set forth herein shall not exceed a one-time cost of $3,695.19 The compensation for CONTRACTOR'S work shall be based upon and not exceed the rates given in Exhibit "A" (the labor rates) without prior written authorization from CITY. 4. Payment Schedule. CITY will make payment within thirty (30) days of receiving and approving a billing statement for the satisfactorily completed services of CONTRACTOR. 5. Termination. CITY may terminate this Agreement at any time by providing one (1) day's written notice to CONTRACTOR. 6. Independent Contractor. It is agreed that CONTRACTOR is an independent Contractor, and all persons working for or under the direction of CONTRACTOR are CONTRACTOR'S agents, servants and employees, and said persons shall not be deemed agents, servants, or employees of CITY. 7. Insurance. CONTRACTOR shall obtain: 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"). 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. E. The aforesaid policies shall constitute primary insurance as to the CITY, its officers, employees, and volunteers, so that any other policies held by the CITY shall not contribute to any loss under said insurance. Said policies shall provide for thirty (30) days prior written notice to the CITY of cancellation or material change. F. Said policies, except for the professional liability and workers' compensation policies, shall name the CITY and its officers, agents, employees, and volunteers as additional insureds, and separate additional insured endorsements shall be provided. G. If required insurance coverage is provided on a "claims made" rather than "occurrence" form, the CONTRACTOR 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. H. Insurance shall be written with only California admitted companies which hold a current policy holder's alphabetic and financial size category rating of not les s 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. I. 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 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. J. All deductibles and self -insured retentions in excess of $10,000 must be disclosed to and approved by the CITY. K. Insurance certificates must specify certificate holder as: City of National City ATTN: Risk Manager 1243 National City Blvd National City, CA 91950-4397 Standard Short Form Agreement Page 2 of 5 Revised January 2017 City of National City and Day Management Corporation, Inc, Dba, Day Wireless 8. Indemnification and Hold Harmless. The CONSULTANT 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 CONSULTANT'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 CONSULTANT 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. 8. Acceptability of Work. 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. 9. Business License. CONTRACTOR must possess or shall obtain business license from National City Finance Department before beginning work. 10. Miscellaneous Provisions. A. 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. B. 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. C. 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. D. 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 will control. E. 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. F. 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. G. Applicable Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California. The CONTRACTOR shall comply with all laws, including federal, state, and local laws, whether now in force or subsequently enacted. H. Entire Agreement. This Agreement supersedes any prior agreements, negotiations and communications, oral or written, and contains the entire agreement between the Standard Short Form Agreement Page 3 of 5 Revised January 2017 City of National City and Day Management Corporation, Inc, Dba, Day Wireless 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. I. Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the successors and assigns of the parties hereto. J. Subcontractors or Subconsultants. The CITY is engaging the services of the CONTRACTOR identified in this Agreement. The CONTRACTOR shall not subcontract any portion of the work, unless such subcontracting was part of the original proposal or is allowed by the CITY. In the event any portion of the work under this Agreement is subcontracted, the subcontractor(s) shall be required to comply with and agree to, for the benefit of and in favor of the CITY, both the insurance provisions in Section 7 and the indemnification and hold harmless provision of Section 8 of this Agreement. K. 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) any rule or construction to the effect that ambiguities are to be resolved against the drafting party shall not apply in the interpretation of this Agreement, or any portions hereof, or any amendments hereto. IN WITNESS WHEREOF, this Agreement is executed by CITY and by CONTRACTOR on the date and year first above written. CITY OF NATIONAL CITY Leslie Deese, City Manager APPROVED AS TO FORM: Angil P. Morris -Jones City Attorney Rc891. A►, Grrlome DEA4Iy Crrf A-T lrnl Standard Short Form Agreement Revised January 2017 DAY MANAGEMENT CORPORATION, INC. DBA DAY WIRELESS SYSTEMS (Corporation — signatures of two corporate officers required) (Partnership or Sole proprietorship — one signature) By: (Print V c J Dpc 1-kvit s (Title Q� By: (Prin J Page 4of5 (Name) (Title) City of National City and Day Management Corporation, Inc, Dba, Day Wireless CONTACT INFORMATION CITY OF NATIONAL CITY 1243 National City Boulevard National City, CA 91950-4397 Phone: (619) 336-4550 Fax: (619) 336-4562 Contact: Frank Parra Title: Director of Emergency Services Dep.: Fire Department Email:fparra@nationalcityca.gov Standard Short Form Agreement Revised January 2017 DAY WIRELESS SYSTEMS 8300 Juniper Creek Lane, suite 100 San Diego, CA. 92126 Phone: Fax: Contact: Title: Email: Taxpayer I.D. No.: Page 5 of 5 City of National City and Day Management Corporation, Inc, Dba, Day Wireless INSR LTR A A AlCO/RD® • V DATE (MM/DD/YYYY) 6/14/2017 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. CERTIFICATE OF LIABILITY INSURANCE 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 The Leavitt Group of Boise, Inc. 6220 N. Discovery Way, Ste 100 Boise ID 83713 INSURED Day Management Corporation dba Day Wireless Systems 4700 SE International Way Milwaukee OR 97222 COVERAGES NAME: Robyn Greene PHONE (208) 672-6160 ,C. No. Extl: a DRless:robyn-greene@leavitt.com IFAX (866)429-3119 (A/C, No): INSURER(S) AFFORDING COVERAGE INSURER A National Union Fire Insurance INSURER a Navigators Insurance Company INSURER C New Hampshire Insurance Co INSURER D : NAIC 14 019445 42307 23841 INSURER E : INSURER F : 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. SUBR WVD CERTIFICATE NUMBER:17/18 Master TYPE OF INSURANCE X COMMERCIAL GENERAL LIABILITY CLAIMS -MADE X OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY X PRO- JECT LOC OTHER: AUTOMOBILE LIABILITY X ANY AUTO ALL OWNED AUTOS HIRED AUTOS SCHEDULED AUTOS NON -OWNED AUTOS ADDL INSD POLICY NUMBER GL 5342023 CA 3786644 POLICY EFF 3MM/DD/YYYY 4/1/2017 4/1/2017 POLICY EXP UMM/DD/YYYY), 4/1/2018 4/1/2018 LIMITS EACH OCCURRENCE DAMAGE TO RENTED PREMISES (Ea occurrence) MED EXP (Any one person) PERSONAL & ADV INJURY GENERAL AGGREGATE $ 1,000,000 $ 500,000 $ 25,000 $ 1,000,000 $ 2,000,000 PRODUCTS - COMP/OP AGG COMBINED SINGLE LIMIT (Ea accident) BODILY INJURY (Per person) BODILY INJURY (Per accident) PROPERTY DAMAGE (Per accident) $ 2,000,000 $ 1,000,000 $ X UMBRELLA LIAB EXCESS LIAB X OCCUR CLAIMS -MADE DED X RETENTION $ WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below SE17EXC885592IV 4/1/2017 4/1/2018 EACH OCCURRENCE AGGREGATE $ 10,000,000 $ 10,000,000 YIN NIA WA Stop Gap WC 025893651 (AOS) WC 025893652 (CA) 4/1/2017 4/1/2017 4/1/2018 4/1/2018 X I PER STATUTE I I ERH E.L. EACH ACCIDENT E.L. DISEASE - EA EMPLOYEE E.L. DISEASE - POLICY LIMIT $ 1,000,000 $ 1,000,000 $ 1,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space Is required) The City of National City, its elected officials, officers, agents, and employees are included as additional insured in regards to General Liability where required by written contract Waiver of Subrogation applied to Workers Compensation where required by written contract. CERTIFICATE HOLDER CANCELLATION eamaya@nationalcityca.gov City of National City c/o Risk Manager 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. ACORD 25 (2014/01) INSO25 (2014011 AUTHORIZED REPRESENTATIVE Ted Ri ce /ROGREE `yam;i ©1988-2014 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD 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 September 25, 2017 Mr. Gordon Day, President Day Management Corporation, Inc., DBA Day Wireless Systems 8300 Juniper Creek Lane, Suite 100 San Diego, CA 92126 Dear Mr. Day, On July 1, 2017, an Agreement was entered into between the City of National City and Day Management Corporation, Inc., DBA Day Wireless Systems. We are enclosing for your records a fully executed original Agreement. Michael R. Dalla, CMC City Clerk Enclosures