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HomeMy WebLinkAbout2019 CON Red Truck Fire and Safety - Fire Extinguisher, Sprinkler Certification, Service and RepairsSHORT FORM SERVICES AGREEMENT BY AND BETWEEN THE CITY OF NATIONAL CITY AND RED TRUCK FIRE & SAFETY COMPANY THIS AGREEMENT is entered into this 24th day of January, 2019, by and between the CITY OF NATIONAL CITY, a municipal corporation (the "CITY"), and RED TRUCK FIRE & SAFETY COMPANY, a California corporation (the "CONTRACTOR"). NOW, THEREFORE, CITY agrees to engage CONTRACTOR to perform the services set forth herein in accordance with the following terms and conditions: 1. Description of Services. CONTRACTOR shall provide City-wide, on -site fire extinguisher system certification, services, maintenance, fire sprinkler certification, and repairs as needed and as directed by the City's Facilities Maintenance Supervisor currently Arturo Gonzalez. 2. Length of Agreement. The schedule is set forth below: The duration of this Agreement is from January 1, 2019 through June 30, 2019. This Agreement may be extended by mutual agreement upon the same terms and conditions for three additional one (1) year terms. Any extension of this Agreement must be approved in writing by the City Manager. 3. Compensation. The total compensation to CONTRACTOR for providing the services set forth herein shall not exceed an annual total cost of $25,000 without prior written authorization from CITY. The compensation for CONTRACTOR'S work shall be based upon and not exceed the rates stated 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. This Agreement may be terminated with or without cause by the CITY. Termination without cause shall be effective only upon 30-day's written notice to the CONTRACTOR. During said 30-day period the CONTRACTOR shall perform all services in accordance with this Agreement. In the event of any termination under this Section 5, CONTRACTOR shall receive compensation for any services completed to CITY's satisfaction. A. 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. B. Termination with or without cause shall be effected by delivery of written Notice of Termination to the CONTRACTOR as provided for herein. C. 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. 6. D. 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. 7. 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. 8. 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"). The policy shall name the CITY and its officers, agents, employees, and volunteers as additional insureds, and a separate additional insured endorsement shall be provided. C. Commercial General Liability Insurance, with minimum limits of $1,000,000 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 Standard Short Form Agreement Page 2 of 6 City of National City and Revised August 2017 Red Truck Fire Co. FY19 written notice to the CITY's Risk Manager, at the address listed in subsection G below, of cancellation or material change. F. Said policies, except for the professional liability and workers' compensation policies, shall name the CITY and its officers, agents, employees, and volunteers as additional insureds, and separate additional insured endorsements shall be provided G. The Certificate Holder for all policies of insurance required by this Section shall be: City of National City c/o Risk Manager 1243 National City Boulevard National City, CA 91950-4397 H. If required insurance coverage is provided on a "claims made" rather than "occurrence" form, the CONTRACTOR shall maintain such insurance coverage for three years after expiration of the term (and any extensions) of this Agreement. In addition, the "retro" date must be on or before the date of this Agreement. I. Insurance shall be written with only insurers authorized to conduct business in California which hold a current policy holder's alphabetic and financial size category rating of not less than A:VII according to the current Best's Key Rating Guide, or a company of equal financial stability that is approved by the City's Risk Manager. In the event coverage is provided by non -admitted "surplus lines" carriers, they must be included on the most recent List of Approved Surplus Line Insurers ("LASLI") and otherwise meet rating requirements. J. This Agreement shall not take effect until certificate(s) or other sufficient proof that these insurance provisions have been complied with, are filed with, and approved by the CITY's Risk Manager. If the CONTRACTOR does not keep all of such insurance policies in full force and effect at all times during the terms of this Agreement, the CITY may elect to treat the failure to maintain the requisite insurance as a breach of this Agreement and terminate the Agreement as provided herein. K. All deductibles and self -insured retentions in excess of $10,000 must be disclosed to and approved by the CITY. CITY reserves the rift to modify the insurance requirements of this Section 7, including lints, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances. L. If the CONTRACTOR maintains broader coverage or higher limits (or both) than the minimum limits shown above, the CITY requires and shall be entitled to the broader coverage or higher limits (or both) maintained by the CONTRACTOR. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the CITY. 9. 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 specific to the CONTRACTOR'S scope of operations, 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 Standard Short Form Agreement Page 3 of 6 City of National City and Revised August 2017 Red Truck Fire Co. FY19 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. 10. 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. Compensation set forth in Exhibit "A" should not be unreasonably withheld by CITY. 11. Business License. CONTRACTOR must possess or shall obtain business license from National City Finance Department before beginning work. 12. 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 venue for any legal action arising out of this Agreement shall be in either state or federal court in the County of San Diego, State of California. The CONTRACTOR shall comply with all laws, including federal, state, and local laws, whether now in force or subsequently enacted. H. 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 Standard Short Form Agreement Page 4 of 6 City of National City and Revised August 2017 Red Truck Fire Co. FY19 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 8 and the indemnification and hold harmless provision of Section 9 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. [END OF AGREEMENT — SIGNATURES APPEAR ON NEXT PAGE] Standard Short Form Agreement Page 5 of 6 City of National City and Revised August 2017 Red Truck Fire Co. FY19 IN WITNESS WHEREOF, this Agreement is executed by CITY and by CONTRACTOR on the date and year first above written. CITY OF NATIONAL CITY By:J� Leslie Deese, City Manager APPROVED AS TO FORM: Angil P. Morris Jones City Attorney By: Rolderto M. Contreras Deputy City Attorney CONTACT INFORMATION CITY OF NATIONAL CITY 1243 National City Boulevard National City, CA 91950-4397 Phone: (619) 336-4585 Fax: (619) 336-4397 Contact: Arturo Gonzalez Title: Facilities Maintenance Supervisor Dep.: Engineering & Public Works Email: arturog@nationalcityca.gov RED TRUCK FIRE & SAFETY COMPANY, A CALIFORNIA CORPORATION By: (Name) ',jetnI Q,( 3OrQ,hrcft (Print) 1 (Title) By: (Print) ov+Io Red Truck Fire & Safety Co. 4337 Sheridan Lane San Diego, CA 92111 Phone: 800-973-3878 Fax: 877-443-8080 Contact: Tim Gioutlos Title: Field Services Manager Email: TimG@RedTruckFire.com Taxpayer I.D. No.: 202497294 Standard Short Form Agreement Page 6 of 6 City of National City and Revised August 2017 Red Truck Fire Co. FY19 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 March 11, 2019 Mr. Tim Gioutlos Field Services Manager Red Truck Fire & Safety Co. 4337 Sheridan Lane San Diego, CA 92111 Dear Mr. Gioutlos, On January 24th, 2019, an Agreement was entered into between the City of National City and Red Truck Fire and Safety. We are enclosing for your records a fully executed original Agreement. Sincerely, i Michael R. Dalla, CMC City Clerk Enclosure