HomeMy WebLinkAboutTinosa Incorporated Annual Maintenance Air Compressors - 2022r
AGREEMENT
BY AND BETWEEN
THE CITY OF NATIONAL CITY
AND
TINOSA INCORPORATED
THIS AGREEMENT is entered into by and between the CITY OF NATIONAL CITY, a
municipal corporation (the"CITY"), and TINOSA INCORPORATED (the "CONTRACTOR").
RECITALS
WHEREAS., the CITY desires to employ a CONTRACTOR to perform annual
maintenance and quarterly air samples on breathing air system compressors to include the
changing and replacement
of compressor oil filters, cartridges, and belts.
WHEREAS., the CITY has determined that the CONTRACTOR is a California
0
corporation and is qualified by experience and ability to perform the services desired oy the CITY,
and the CONTRACTOR
NOW,
FOLLOWS:
is willing to perform such services.
THEREFORE, THE PARTIES HERETO DO MUTUALLY AGREE AS
1. ENGAGEMENT OF CONTRACTOR. The CITY agrees to engage the
CONTRACTOR to perform annual maintenance and quarterly air samples on breathing air system
compressors to include the changing and replacement of compressor oil filters, cartridges
belts, and the CONTRACTOR agrees to perform t
terms and conditions contained herein.
and
he services set forth here in accordance with all
The CONTRACTOR represents that all services shall be performed directly by the
CONTRjCT01 or under direct supervision of the CONTRACTOR.
2.9 EFFECTIVE DATE AND LENGTH OF AGREEMENT. This Agreement shall
not become effective and binding until fully executed by both the CITY and CONTRACTOR. The
duration o this Agreement is from the effective date through January 31, 2026. Time durations
for specific portions o the project are set forth t"n Exhibit "A".
3,o SCOPE OF SERVICES. The CONTRACTOR will perform services as set forth
in the attached Exhibit "A".
The CONTRACTOR shall be responsible for all research and reviews related to the
work and shall not rely on personnel othe CITY for such services.) except as authorized in advance
y the CITY.
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 i"n good faith
and confer for the purpose of negotiating a corresponding reduction or increase in the
compensation associated with said change in seryices.
Standard Short Form A reement
Revised January 2021
Page 1 of 12
City of National Cite and
Tinosa, Inc.
4,w PROJECT COORDINATION AND SUPERVISION. Captain Jeffrey Bogle
hereby is designated as the Project Coordinator for the CITY and will monitor the progress and
1W 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. General Manager Vanessa Davis thereby is designated as the Project
Director for the CONTRACTOR.
5. COMPENSATION AND PAYMENT. The compensation for the
CONTRACTOR shall be based on monthly billings covering actual work performed. Billings shall
include labor classifications, respective rates, hours worked and also materials, if any. The total
cost for all work described in Exhibit "A" shall not exceed $2,500.00 annually. The compensation
for the CONTRACTOR'S work shall not exceed the rates set forth i*n Exhibit "A". Monthly
invoices will be processed for payment and remitted within thirty (30) days from receipt of invoice,
provided that work is accomplished consistent with Exhibit "A", as determined by the CITY.
The CONTRACTOR shall maintain all books, documents, papers, employee time
sheets,, accounting records, and other evidence pertaining to costs incurred, and shall make such
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materials available at its office at all reasonable times during the term of this Agreement and for
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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, i*f requested.
6. ACCEPTABILITY OF WORK. The CITY shall decide any and all questions
Whichb may arise as to the quality or ptaility 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 I*n 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 o performance and/or the
compensation payable to the CONTRACTOR.
7,w 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: (1) be free from defects; (2)
become the property o the CITY for use with respect to this project; and (3) shall be turned over
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to the CITY upon completion o e project, or any phase thereof, as contemplated by this
Agreement.
Contemporaneously with the transfer of documents, the CONTRACTOR hereby
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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 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
Standard Short Form Agreement
Revised January 2021
age 2 of 12
Citv `National Cittv and
Tinosa. Inc.
disclaims any residual rights granted to it by Civil Code Sections 980 through 989 relating to
intellectual property and artistic works,.
Anymodificationation 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,b INDEPENDENT CONTRACTOR. Both parties hereto in the performance of
this Agreement will be acting in an independent capacity and not as agents, employees, partners,
or joint venturers with one another. Neither the CONTRACTOR nor the CONTRACTOR'S
employees are employees of the CITY, and are not entitled to any of the rights, benefits, or
Pnvil
ment,
the personal servdo
ices of
the CONTRACTOR'S employees, iandtisrecognized by the parties that
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to the CITY for entering into this Agreement was, and is, the professional reputation and
eizes of the CITY" S employees, including but not limited to retirement. medical. unemnlov-
or workers' compensation insurance,,
This Agreement contemplates
the CONTRACTOR and
a substantial inducement
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 CONTRA CTOR from employing or hiring as
many employees, or SUBCONTRACTORS, as the CONTRACTOR may���deem necessary for the
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proper and efficient performance of this Agreement. All agreements by CONTRACTOR with its
SBCONTRACTORS) Shall requi
Ure the SUBCONTRACTORS) 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 o the CONTRACTOR or any of the CONT TOR'S employees,
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except as set forth in this Agreement. The CONTRACTOR, or the CONTRACTOR'S agents,
servants, or employees are not in any manner agents, servants, or employees of the CITY. The
CONTRACTOR and its agents,, servants, and employees are wholly independent from the CITY
and CONTRACTOR'S obligations to the CITY are solely prescribed by this Agreement.
10. COMPLIANCE WITH APPLICABLE LAW. The CONTRACTOR, in the
performance of the services to be provided herein, shall comply with all applicable state and federal
statutes and regulations, and all aPplicable ordinances, rules, and regulations o the City of
National City, whether now i*n force or subsequently enacted. The CONTRACTOR and each of
its SUBCONTR.ACTOR(S}, shall obtain and maintain a current City o ional City business
license prior to and during performance of any work pursuant to this Agreement.
lie LICENSES, PERMITS, ETC. The CONTRACTOR represents and covenants
that it has all licenses, permits,,,, qualifications, and approvals o whatever nature that are legally
required to practice its profession. CONTRACTOR must promptly produce a copy of any such
license, permit, or approval to CITY upon request. The CONTRACTOR represents and covenants
that the CONTRACTOR Shall, at its sole cost and expense, keep in effect at all times durID ing the
term of this Agreement, any license, permit, or approval which is legally required for the
CONTRACTOR to practice its profession.
Standard Short Form Agreement
Revised January 2021
a e of12
CitV of National City and
Tinosa. Inc.
12. STANDARD OF CARE.
A. The CONTRACTOR, in performing any services under this Agreement,
shall perm in a manner consi forsten
members of the CONTRACTOR'S
t with that. level of care and skill ordinarily exercised b
trade or profession currently Dracticina under similar
sp conditions and in similar locations. The
a r a v
CONTRACTOR shall take all special precautions
necessary to protect the CONTRACTOR'S eiployees and members of the public from risk of
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harm arising out of the nature of the work and/or the conditions of the work site.
Be Unless disclosed in writing prior to the date of this Agreement, the
CONTRACTOR warrantsiants to the CITY that t is not now, nor has i
t for the five (5) years nrecedi*nc!.
been debarred bv a governmental agency or involved in
proceedings concerning the CONTRACTOR I S
materials or services relating thereto,.
C. The CONTRACTOR
professiona
debarment, arbitration or litigation
1 perflomance or the furnishi
rng of
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is responsible for identifying any unique products,,,
treatments, processes or materials whose availability is critical to the success of the project the
do
CONTRACTOR I as Ioerfiorm
een retained to . within the time requirements of the CITY . or. when
no time is specified,
then
CONTRACTOR has notified
within a commercially reasonable time. Accordingly, unless the
the CITY otherwise, the CONTRACTOR warrants that all products,
Is
matenals, processes or treatments iidentfied in the project documents prepared for the CITY are
reasonably commercially avatlable. Any fai.lure by the CONTRACTOR to use due diligence under
this sub -section 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
oftwithin a price range that allows for project completion in the time frame specified or,., when not
specified, then within a commercially reasonable time.
13,o NON-DISCRIMINATION PROVISIONS. The CONTRACTOR shall not
so so
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
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be limited to the following: employment, upgrading, demotion, transfer, recruitment or recruitment
advertising, layoff or termination,, rates o ay or other forms of compensation, and selection for
training,, including apprenticeship. The CONTRACTOR agrees to post in conspicuous places
available to employees and applicants for employment any notices provided by the CITY setting
forth the provisions o this non-discrimination clause.
14-o 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 provi.ded 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 o such
information, even within its own organization, to the extent necessary to perform the services to
be provided herein. The foregoing obligation o is Section 14, however, shall not apply to any
part of the 1"nformation that (i) has been disclosed in publicly available sources of information; (ii)
is, through no fault of the CONTRACTOR, hereafter disclosed i*n publicly available sources of
information; (iii) is already in the possession of the CONTRACTOR without any obligation of
confident iality; or (iv) has been or is hereafter rightfully disclosed to the CONTRACTOR by a
Standard Short Form Agreement
Revised January 202) 1
Page 4 of 12
City National City and
Tinosa. Inc.
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 perfiormance hereunder, the CONTRACTOR shall comply
with all legal obligons it may now or hereafter have respecting the informatiation or other property
of any other person,, firm or corporation.
CONTRACTOR shall be liable to CITY for any damages caused by breach of this
condition,, pursuant to the provisions of Section 15.
15o INDEMNIFICATION AND HOLD HARMLESS. To the maximum extent
provided by law, 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 perfiormance 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. EMPLOYEE PAYMENTS AND INDEMNIFICATION.
16o 1 PERS Eligibility Indemnification. If CONTRACTOR's employees) providing
services under this Agreement claims, or is determined by a court of competent jurisdiction or the
California Public Employees Retirement System ("PERS") to be eligible for enrollment in PERS
of the CITY, CONTRACTOR shall indemnify, defend, and hold harmless CITY for the payment
of any employer amn employee contributions for PERS benefits on behalf o the employee as well
as for payment of any penalties and interest on such contributions which would otherwise be the
responsibility of the CITY.
CONTRACTOR'S employees providing service under this Agreement shall not.*
(1) qualify for any compensation and benefit under be entitled to any benefits under
PERS; (3) enroll in PERS as an employee of CITY; (4) receive any employer contributions paid
b CITY for PERS benefits; or (5) be entitled to any other PERS-related benefit that would accrue
to a CITY employee. T TOR's employees hereby waive any claims to benefits or
compensation described in this Section 16. This Section 16 applies to NTR.A.CTOR
notwithstanding any other agency, state or federal policy, rule, regulation, law or ordinance to the
contrary.
16.2 Limitation of CITY Liability. The payment made to CONTRACTOR under this
Agreement shall be the full and complete compensation to which CONTRACTOR and
CONTRACTOR'S officers, oyees,agens,an subcontractors are entitled for performance of
Standard Short Form Agreement
Revised January 2021
Page 5 of 12
Citv of National CiqP and
"I'inosa. Inc.
any work
employees,
ZM?11!r;PA
under this Agreement. Neither CONTRACTOR nor CONTRACTOR'S officers,
agents, and subcontractors are entitled to any salary or wages,, or retirement,, health,
leave or other fringe benefits applicable to CITY employees. The CITY will not make any federal
tax withholdings on behalf of CONTRACTOR. The CITY shall not be required to pay any,
workers compensation insurance on behalf of CONTRACTOR.
1
1
contribution
_ payment, or
workers' compensation payment which the CITY may ne required to make on behalf ot (i)
CONTRACTOR, (2) any employee of CONTRACTOR, or (3) any employee of CONTRACTOR
construed to be an employee of the CITY, for work performed under this Agreement. This is a
continuing obligation that survives the termination of this Agreement.
16.3 Indemnification for Emoloveeyments. CONTRACTOR agrees to defend and
nueumu,rymthe CITY for any obligation, claim, suit, or demand for tax, retirement
ncluding any contrbution to PERS, social security, salary or wages, overtime
Citiv of National Citv and
Tinosa, Inc.
17a WORKERS' COMPENSATION. The CONTRACTOR shall comply with all of
the provisions of the WorkersCompensation Insurance and Safety Acts of the State of California,
the applicable provisions of Division 4 and 5 of the Cal*fornia Labor Code and all amendments
thereto.: and all similar State or federal acts or laws anoll
harmle-qq the U-1 FY anti itr nffinPrc
cable; and shall indemnify, and hold
..., ..__.__..., Jr_...,,,,,.,,,, ....� ................ from and against all claims,
demands, payments, suits, actions, proceedings, and judgments of every nature and description,
including reasonable attorneys fees and defense costs presented,, brought or recovered against the
CITY or its officers, employees, or volunteers, for or on account of any liability under any of said
acts which may be incurred b reason of any work to be performed b the CONTRACTOR under
this Agreement.
emninveec anri vnlnnteerc
18* INSURANCE. The CONTRACTOR, at its sole cost and expense, shall purchase
and maintain, and shall require its SUBCONT CTOR(S), when applicable, to purchase and
maintain throughout the term of this Agreement, the following insurance policies:
A. ❑ If checked, Professional 1,iabiiInsurance (errors and omissions)
with minimum limitsof$ 000000 peroccu ence.
Be 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 sing le limit per accident. Such automobile insurance shall include owned, non -owned,
and hired vehicles. The policy shall name the CITY and its officers, agents, employees, and
volunteers as additional insureds, and a separate additional insured endorsement shall be provided.
C. Commercial General LI*ab*lity Insurance, with minimum limits of either
$2,000,040 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 CONT TOR'S employees and employers' liability
insurance with limits o at least 1,000,000 per accident. In addition, the policy shall be endorsed
Standard Short Farm A reement
Revised January 10071
age 6of12
with a waiver of subrogation in flavor 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 constit
officers., officials, employees, and volunteers
contribute to any loss under said i
written notice to the CITY's
cancellation or material change
ute primary
insurance as to the CITY, its
so that any other policies held by the CITY sha
nsurance., Said policies shall provide for thirty (30 ) dasyprior
Risk Manager, at the address listed i*n subsection G below, of
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11 not
F. If required insurance coverage is provided on a"clai' Is 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.
shall be0
:
G. The Certificate Holder for all policies of insurance required by this Section
City of National City
c/o Risk Manager
4'
1243 Nationa
National City
1
1 City Boulevard
CA 91950-4397
H. Insurance shall be written with only insurers authorized to conduct business
in CalIfornia that hold a current policy holder's alphabetic and financial size category rating of not
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less than A:VII according to the current Best's Key Rating Guide", or a company of equal financial
stability that i*s approved by the CITY'S Risk Manager. In the event coverage i*s provided by non-
admitted " surplus lines" carriers, they must be included on the most recent List of Approved
Surplus Line Insurers ('OLASLI and otherwise meet rating requirements,.
I. This Agreement shall not take effect until certificates) or other sufficient
proof that these insurance provisions have been complied with, are filed with and approved by the
qh
CITY'S Risk Manager. If the CONTRACTOR does not keep all insurance policies required by
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this Section 18 in full force and effect at all times during the term of this Agreement, the CITY
may treat the failure to maintain the requisite insurance as a breach of this Agreement and terminate
the Agreement as Provided herein.
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J. All deductibles and self -insured retentions in excess of $10,000 must be
disclosed to and approved byrigh
the CITY. CITY reserves the t to modify the insurance
requirements of this Section 18) including Iimits, based on the nature of the risk, prior experience,
insurer, coverage, or other special circumstances.
K. If the CONTRACTOR maintains broader coverage or higher limits (or
both) than the minimum limits shown above, the CITY shall be entitled to the broader coverage or
higher limits or both) maintained by the CONTRACTOR. Any available insurNEI
ance proceeds in
excess o the specified minimum limits o insurance and coverage shall be available to the CITY.
Standard Short Form Agreement
Revised January 202. 1
Page 7 of 12
City at' National City and
Tinosa. Inc.
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from
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any
LEGAL FEES. If any party brings a suit or action against the other party arising
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 iinsuch acton 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 i*s to be considered the prevailing party, it is stipulated
that attorneys fees incurred in the prosecution or defense of the action or suit shall not be
considered in determining the amount of the judgment or award. Attorneys fees to the prevailing
party if other than the CITY shall, in addition, be limited to the amount of attorneys fees incurred
by the CITY in its prosecution or defense of the action, irrespective of the actual amount of
attorneys fees incurred by the prevailing party.
20. TERMINATION.
A. This Agreement may be terminated with or without cause by the CITY.
Termination without cause shall be effective only, upon 60saday"s written notice to the
CONTRACTOR.. During said 60-day period the CONTRACTOR shall perform all services in
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accordance with this Agreement.
B. T ireement may also be terminated immediately by the CITY for case
in the event of a material breach of this Agreement, misrepresentation by the CONTRACTOR in
connection with the fiormation of this Agreement or the performance of services, or the failure to
perservices as di
form rected 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 I y the(0
T CTOR,
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whether paper or electronic, shall immediately become the property o and be delivered tote
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, i any. Thereafter, ownership o 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 o the CONTRACTOR.
21* NOTICES. All notices or other communications required or permitted hereunder
shall be in writing, and shall be personally delivered; or sent by overnight mail (Federal Express
or the like); or sent b registered or certifiedal , postage prepaid, return receipt requested; or
sent by ordinary mail, postage prepaid; or telegraphed or cabled; or delivered or sent by telex,
teleco Y, facsimile or fax,* and shall be deemed received upon the earlier o i) ipersona y
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, in if mailed
y registered, certified or ordinary mail, five (5) days (ten (10) days if the address is outside the
State o alifornia) after the date o eposit in a post office, mailbox, mail chute, or other like
facility regularly maintained b the United States Postal Service., {iv) if given by telegraphorcable,
Standard Short Farm Agreement
Revised January 2021
of
Page 8 of 12
Citv r N inn l Citv- and
W
when delivered to the telegraph company with charges prepaid, or (v) if given b10 4Py telex, telecopy,
IF
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
Chief of Emergency Services
Fire Department
City of National City
1243 National City Boulevard
National City, CA 91950-4397
To CONTRACTOR:
Tim Kiley
Vice President
T'inosa Incorporated
6151 Progressive Ave., Ste. 300
San Diego, CA 92154
Notice of change of address shall be given by written not4'
ice 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 I*n this Section.
22,. CONFLICT OF INTEREST AND POLITICAL REFORM ACT
OBLIGATIONS. During the term of this Agreement, the CONTRACTOR shall not perfodo rm
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,
do
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 RefioAct and the National City Conflirm ct of
Interest Code. The CONTRACTOR shall im e iate y isqualify itself and shall not use its official
position lo influence in any way any matter coming I elore 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
i46
tself from any matter on which it might perform services for the CITY.
❑ If checked, the CONTRACTOR shall comply with all of the reportin90 4h 46
requirements o the Political Reform Act and the National City Conflict of Interest Code..
Specifically, the CONTRACTOR shall file a Statement of Economic Interests with the City Clerk
of the City of National City in a timely manner on forms 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 o any violation o this Section 22 by the CONTRACTOR.
Standard Short Form Agreement
Revised January ?021
a e of12
City ol'Nationa! City and
Tinosa.lnc.
23e PREVAILING WAGES.
State trevailina wage rates
performed under this Agreement. State prevaiii
ng wages rates apply to all
may apply to work
public works contracts
as set forth in California Labor Code, including but not limited to,, Sections 1720, 1720-02ft 1720030
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.
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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.
Saturday, Sunday or federal, state, or legal holiday
24. ADMINISTRATIVE PROVISIONS.
A. Computation of Time Periods. I
f any date or
e period provided for i"n
Pacific Time of the next day which is not a
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 theparties 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
odified or amended except by an instrument in writing executed by each of the parties hereto.G. Assignment & Assumption of Rights. CONTRACTOR shall not assign this
Agreement, in whole or in part, to any other party without first obtaining the written consent of
CITY.
H. Waiver. The waiver or failure to enforce any provision of this Agreement
shall not operate as a waiver of any future breach of any such provision or any other provision
ereof.
Applicable Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of California. The venue or any legal action arising under
this Agreement shall be in either state or ederal court in the County of San Diego, State of
California
J. 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.
K. Entire Agreement. This Agreement supersedes any prior agreements,
negotiations and communications, oral or written, and contains the entire agreement between the
parties as to the subject matter hereof. No subsequent agreement, representation, or promise made
y 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 Short Farm Agreement
Revised January ?0?1
Pagel0of12
pity of'National City and
"Cinosa. Inc;.
L. Successors ancl Assigns. This Agreement shall be binding upon and shall
inure to the benefit of the successors and assigns of the parties hereto.
M. Subcontractors or 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 18 and the indemnification and hold
harmless provision of Section 15 of this Agreement.
N. 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, (Ili) 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.
Brad Raulston, City Manager
Date: /2-
717
APPROVED AS TO FIRM:
By:
Charles E. Bell Jr.
City Attorney
Date: C -% z1--10xz..
TINOSA INCORPORATED
(Corporalloof '.Soj1fattrres of tivo corporate officers required)
r (Partnershl ,rle proprietorship one signature)
By;
Dat
By:
Jacq cline Irley, CFO
Date:
Standard Short Form Agreemeni Page 11 of 12 Cite of National City and
Revised lanuarN 2021 � Tinosa_ Inc.
Exhibit "A"
FINOSA, Inc.
6151 Progressive Ave., Ste. 300 San Diego, CA 92154
(619) 690-7440, FAX (61.9) 690-7488, www.tinosainc.com
January 26, 2022
National City Fire Department
Attn: Jeff Bogle
Quote No. T22057
You requested
a
price quote
to
perform annual maintenance and
quarterly
air
samples
on your
BAUER
compressor. Maintenance to
be
performed and pricing is as follows
(Labor rates
based on
$175 per hour).
Item
No.
Qty/Hrs
Description
Unit Price
Total
1
1 ea
Provide o-ring kit (MAKOG-005M310)
$18.50
$ 18.50
2
1 ea
Provide air intake filter (MAKOG-003x0225)
$52.00
$ 52.00
3
1 ea
Provide air purifier filter (MAKOG-004P€31803P)
$160.00
$ 160.00
4
1 ea
Provide oil filter (98262--1148)
$75.25
$ 75.25
5
1 gal
Provide compressor oil (SL-500/GAL)
$94.00
$ 94.00
6
3 hrs
Labor to perform annual compressor maintenance
$175.00
$ 525.00
7
4 ea
Perform quarterly air sample analysis- flat rate
$250.00
$ 10000.00
National City Sales Tax 8.75%
$ 34.98
Quote Total
$ 1,959.73
Quote valid for (30) days.
If you have any questions please call.
Sincerely,
Vanessa Davis
General Manager
Standard Short Form .1urc nicni Pace 12 of 12
RL:Vi4CLl .[anuary 2021
CJIN of National C'itl and
1inosa. [tic.
COVERAGES CERTIFICATE NUMBER: 32464 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
L�
TYPE OF INSURANCE
ADDL
tNSFW
SUBR
Yyyp
POLICY NUMBER
POLICY EfF
oatE (MMMDIM
POLICY EXP
one {trwoDIM
UMITS
A
X COMMERCIAL GENERAL LIABILITY
CLAIMS MADE OCCUR
GEN'L AGGREGATE LIMIT APPLIES PER:
POLICY a �E� LOC
OTHER*.
x
798BOO4627
12131121
12J31122
EACH OCCURRENCE
$
1 hooffsoo -
DAMAGE TO
PR M SES EaEoa;ure ce
5 100,000
MED EXP (Any one person)
g 53000
PERSONAL & ADV INJURY
g 19000,000
GENERAL AGGREGATE
$ 2s000j000
PRODUCTS-COMPlOP AGG
S 21000j000
S
B
AUTOMoe[LEUAe1uTY
ANY AUTO
OWNED x SCHEDULED
AUTOS ONLY AUTOS
HIREDxNON-OWNED
x AUTOS ONLY AUTOS ONLY
X
X
504610147711001
11/18121
11/78/22
COMBINED SINGLE LIMIT
� 190009000
BODILY INJURY (Per person)
$
BODILY INJURY (Per accident)
$
PROPERTY DAMAGE
(Per accident)S
S
UMBRELLA LI
EXCESS LLAB
OCCUR
CLAIMS -MADE
EACH OCCURRENCE
$
AGGREGATE
$
DED
RETENTION $
$
C
WORKERS COMPENSATION
AND EMPLOYERS" LIABILITY
Y PROPRIETORlPARTNEWEXECUTfVE YIN
OFfICER/A5EA4BER EXCLUDED?
(Mandatory In NFl) �
0 DESCRIPTION ►� of oaERanorrs below
IA
x
TIWC225377
11108121
11/08/22
X
PER
OTH-
E.L. EACH ACCIDENT
$ 19000,000
E.L. DISEASE -EA EMPLOYEE
$ 19000,000
E.L. DISEASE -POLICY LIMIT
$ 110009000
DESCRIPTION OF OPERATIONS ! LOCATIONS 1 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 NAMED AS ADDITIONAL INSURED WITH
RESPECTS TO GENERAL LIABILITY ONLY AS THEIR INTERESTS MAY APPEAR. WAIVER OF SUBROGATION APPLIES TO THE AUTO 8
WORKERS' COMPENSATION.
*30 DAY NOTICE OF CANCELLATION (10 DAY NOTICE FOR NONmPAYMENT OF PREMIUM)
CERTIFICATE HOLDER CANCELLATION
CITY OF NATIONAL CITY
C/O RISK MANAGER
1243 NATIONAL CITY BLVD.
NATIONAL CITY. CA 91950
Attention:
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN
Olivia M. RodriguezLic # OCIO067
ACORD 25 (2016/03) Certificate # 32464 @ 19884015 ACORD CORPORATION. All right reserved.
The ACORD name and logo are registered marks of ACORD
POLICY NUMBER: 798BOO4627
COMMERCIAL GENERAL LIABILITY
CG 20 37 0413
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
ADDITIONAL INSURED -OWNERS, LESSEES OR
CONTRACT ORS -COMPLETED OPERATIONS
This endorsement modifies insurance provided under the following:
COMMERCIAL GENERAL LIABILITY COVERAGE PART
PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART
SCHEDULE
Name Of Additional Insured Person(s)
Or Organization(s)
Location And Description Of Completed Operations
As designed in written contract with named insured
City of Naional City, Officials, Officers, Employees & Volunteer
6151 Progressive Dr. Ste 300 San Diego, CA 92154
Information required to complete this Schedule, if not shown above, will be shown in the Declarations,.
A. Section II - Who Is An Insured is amended to
include as an additional insured the person(s) or
organizations) shown in the Schedule, but only
with respect to liability for "bodily injury" or
Property damage" caused, in whole or in part, by
"your work" at the location designated and
described in the Schedule of this endorsement
performed
included
hazard".
However.
for
in the
that additional insured and
"products-completed operations
1. The insurance afforded to such additional
insured only applies to the extent permitted
bylaw; and
I If coverage provided to the addifionalinsured
is required by a contract or agreement, the
11
insurance afforded to such additional insured
will not be broader than that which you are
required by the contract or agreement to
provide for such additional insured.
B. With respect to the insurance afforded to these
additional insureds, the following is added to
Section III - Limits Of Insurance:
If coverage provided to the additional insured is
required by a contractagr
or eement, the most we
will pay on behalf of the additional insured is the
amount of insurance:
1. Required by the contract or agreement; or
2. Available under the applicable Limits of
Insurance shown in the Declarations;
whicheveris less..
This endorsement shall not increase the applicable
Limits of Insurance shown in the Declarations.
•
CG 20 37 0413 0 Insurance Services Office, Inc., 2012 Page 1 of 1
POLICY NUMBER: 798BOO4627
WAIVER OF TRANSFER OF RIGHTS
AGAINST OTHERS TO
This endorsement modifies insurance provided under the following:
COMMERCIAL GENERAL LIABILITY COVERAGE PART
PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART
SCHEDULE
COMMERCIAL GENERAL LIABILITY
OF
US
Name Of Person Or Organization:
Any person or organization with whom you have agreed, in a written
lorganizat
ion should be added as an additional insured on your policy,
is fully executed prior to an
24 04) (ClassCode, 42025)
CG 24 04 05 09
RECOVERY
contract, that such person or
provided such written contract
occurrence in which coverage is sought under th
City of National City, Officials, Officers, Employees & Volunteers
is policy (Form: CG
information required to complete this Schedule, if not shown above, will be shown in the Declarations.
The following-4
is added to Paragraph 8. Transfer Of
Rights Of Recovery Against Others To Us of
Section IV - Conditionson
:
We waive any right of recovery we may have against
the person or organization shown in the Schedule
above because of payments we make for injury or
damage arising out of your ongoing operations or
" your work" done under a contract with
or organization
"products-completed
applies only to the person or organization shown in
the Schedule above
that person
and included in the
operations hazard". This
waiver
044 A ^ t=% 8 ...
... _aw
4M... 4..ft
408. _ A _ r ad
i
798BOO4627
COMMERCIAL GENERAL LIABILITY
CG 20 0104 13
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
PRIMARY AND NONCONTRIBUTORY -
OTHER INSURANCE CONDITION
This endorsement modifies insurance provided under the following:
City of San Diego, officals, Officers, Employees & Volunteers
COMMERCIAL GENERAL LIABILITY COVERAGE PART
PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART
The following is added to the Other Insurance
Condition and supersedes any provision to the
contrary:
Primary And Noncontributory Insurance
41
i nis insurance is primary to and will not seek
contribution from any othe
to an additional insured
provided that:
a
r insurance available
under your policy
(1) The additional insured is a Named Insured
under such otherinsurance; and
(2) You have agreed in writing in a contract or
agreement that this insurance would be
primary and would not seek contribution
from any other insurance available to the
additional insured.
t
CG 20 0104 13
0 Insurance Services Office, Inc., 2012
Page 1 of 1
798BOO4627
COMMERCIAL GENERAL LIABILITY
CG 20 33 0413
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
ADDITIONAL INSURED - OWNERS, LESSEES OR
CONTRACTORS - AUTOMATIC STATUS WHEN
REQUIRED IN CONSTRUCTION AGREEMENT WITH YOU
This endorsement modifies insurance provided under the following:
COMMERCIAL GENERAL LIABILITY COVERAGE PART
A. Section
include
II — Who
as an add
organization for
operations
Is An Insured is amended to
itional insured any person or
whom you are pertbi - n ing
when you and such person or
organization have agreed
in writing in a contract or
agreement that such person or organization be
added as an additional insured on your policy.
Such person or organization is an additional
insured only with respect to liability for "bodily
injury", "property damage" or "personal and
advertising injury " caused, in whole or in part, by:
I. Your acts or omissions; or
2. The acts or omissions of those acting on your
behalf,
in the performance of
10
your ongoing operations for
the additional insured.
However, the insurance afforded to such
additional insured:
1. Only applies to the extent permitted by law;
and
2. Will not be broader than that which you are
required by the contract or agreement to
provide for such additional insured.
A person's or organi*zation's status as an
additional insured under this endorsement ends
when your operations for that additional insured
are completed.
B. With respect to the insurance afforded to these
additional insureds, the following additional
exclusions apply:
This insurance does no
I "Bod
and
t apply to:
ily injury", "property damage personal
advertising injury" arising of the
rendering of, or the failure to render, any
professional arc hitectural, engineering or
survey ing seryices, including:
a. The preparing, approving, or failing to
prepare or appro\e, maps, shop drawings,
opinions, reports, surveys, field orders,
change orders or drawings and
specifications; or
b. Super\4sory, inspection, architectural or
ngineering activities.
This exclusion applies even if the claims against
any insured allege negligence or other wrongdoing
in the supenAsion, hiring, employment, training or
monitoring of others by that insured, iff the
" occurrence" which caused the "bodily injury" or
" property damage", or the offense which caused
the "personal and advertising injury", inwl�d the
rendering of or the failure to render any
professional architectural, engineering or
surveying services.
" or "
out
CG 20 33 0413 O Insurance Services Office, Inc., 2012 Page 1 of 2
2. "Bodily injury" or "property damage" occurring
after:
a. All work, including materials, parts or
equipment famished in connection with
such work, on the project (other than
service, maintenance or repairs) to be
performed by or on behalf of the additional
insureds) at the location of the covered
operations has been completed; or
b. That portion of "your work" out of which the
injury or damage arises has been put to its
intended use by any person or organization
other than another contractor or
subcontractor engaged
operations for a principal
same project.
in performing
as a part of the
C. With respect to the insurance a rded
.0
additional insureds, the following is
Section III — Limits Of Insurance:
to these
added to
The most we will pay on behalf of the additional
insured is the amount of insurance:
1. Required by the contract or agreement you
have entered into with the additional insured;
or
2. Available under the applIs
icable Limits of
Insurance shown in the Declarations;
whichever is less.
This endorsement shall not
applicable Limits of Insurance
Declarations.
increase the
shown
in the
Page 2 of 2 O Insurance Serm"ces Office, Inc., 2012 CG 20 33 0413
WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 99 0410 C
(Ed. 01A9)
WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT-CALIFORNIA
BLANKET BASIS
We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce
1b
our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you
perform work under a written contract that requires you to obtain this agreement from us.)
The additional
premium for this
endorsement shall be
calculated by applying a
factor of 2% to
the total
manual
premium, with
a minimum initial
charge of $350, then
applying
all
other pricing
factors for the
policy
to
this
calculated
charge to derive the final cost of this endorsement.
This agreement shall not operate directly or indirectly to benefit anyone not named in the Schedule..
Blanket Waiver
Person/Organization
Job Description
All CA Operations
Schedule
Blanket
Waiver —
Any person
or organization for
agreed
by written
contract to
furnish this waiver.
whom the Named Insured has
Waiver Premium (prior to adjustments)
350*00
This
endorsement
changes
the policy to which it is attached and is
effective on the dateissued unless otherwise
stated.
(The
information
below is
required only when this endorsement
16
is issued subsequent to preparation of the
policy.)
Endorsement Effective: 11/08/2021
Insured:
PoliCy No,.: TIWC225377
Insurance Company: Oak River Insurance Company
WC 99 04 10 C
(Ed. 0 1-19)
Endorsement No,.:
Premium $
Countersigned by
E