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HomeMy WebLinkAboutContracts & Agreements_1-2012_CCv0001.pdf a FOR COUNTY USE ONLY New Vendor CodeSICDept. Contract Number Change ��VFk —7u Cancel County Department Dept. Orgn, Contractor's License No. Board of Supervisors BDF BDC County Department Contract Representative Telephone Total Contract Amount County of San Bernardino Arthur T. Milian, ECD Analyst II 388-0962 $10,000.00 FAS Contract Type STANDARD CONTRACT ❑ Revenue ❑ Encumbered ® Unencumbered ❑ Other: If not encumbered or revenue contract type,provide reason: Commodity Code Contract Start Date Contract End Date Original Amount Amendment Amount 12-1-11 12-1-12 Fund Dept. Organization Appr. Obj/Rev Source GRC/PROJ/JOB No. Amount AAA CNA CNA 300 3305 $10,000.00 Fund Dept. Organization Appr. Obj/Rev Source GRC/PROJ/JOB No. Amount Fund Dept. Organization Appr. Obj/Rev Source GRC/PROJ/JOB No. Amount Project Name Estimated Payment Total by Fiscal Year City of Redlands: Fire Department Ladder Truck Fund FY Amount I/D FY Amount I/D 2011-12 $10,000.00 THIS CONTRACT is entered into in the State of California by and between the County of San Bernardino, hereinafter called the COUNTY, and Name City of Redlands hereinafter called "CONTRACTOR" Address P.O. Box 3005 Redlands, CA 92373 Telephone Federal ID No.or Social Security No. (909) 798-7600 91-2143250 IT IS HEREBY AGREED AS FOLLOWS: This Contract is made and entered into by and between the COUNTY and CONTRACTOR. WITNESSETH WHEREAS, COUNTY recognizes the benefit in providing public safety, emergency assistance, and emergency rescue equipment in the communities of the East Valley and the City of Redlands; and, WHEREAS, as part of the 2011-12 budget process, the Board of Supervisors set aside allocations for each supervisorial district to finance unbudgeted priority needs throughout the fiscal year; and, WHEREAS, CONTRACTOR shall provide financial support to the City of Redlands and its Fire Department. The financial assistance will go toward purchasing a new ladder truck; and Auditor/Controller-Recorder Use nly Page 1 of 9 O Contract Database O FAS Input Date Keyed By ~ ~ WHEREAS, the City ofRedlands Fire Department is raising funds through the "Redlands Fire Truck Campaign" to purchase emergency equipment such as a new ladder truck, Jaws of Life and other modern and usefulequipment. NOW, THEREFORE, in consideration of the mutual covenants herein set forth and the mutual benefits to be derived therefrom, the parties agree asfollows: 1, PURPOSE OF CONTRACT This Contract is made for the purpose ofproviding funding to support CONTRACTOR to help purchase emergency equipment in the way of a new ladder truck, Jaws of Life and modern and useful equipment for their fire truck station. 2. SCOPE OF SERVICES Funding arising out of this Contract will be used to assist CONTRACTOR to help purchase emergency equipment such as a new ladder truck, Jaws of Life and modern and useful equipment for the fine truck station. Through the "Redlands Fire Truck Campaign" the funds will be used to purchase the equipment; the funds will qualify tobeused for a Federal Emergency Management Fund (FEMA) gnant, thua, funding the balance of the Redlands Fina Department truck. 3. TIME OF PERFORMANCE The services to be provided by CONTRACTOR shall oornnnenoe upon approval of this contract and shall be completed byDecember 1. 2O12. 4. COMPENSATION AND METHOD OF PAYMENT For performance of such aan/icee. COUNTY shall provide funding in an amount not to exceed tan thousand dollars ($10.000.00). This payment shall constitute full and complete compensation to CONTRACTOR under this Contract. Any costs in excess of the amount available in this section shall be the sole responsibility of CONTRACTOR. This condition however, does not preclude COUNTY from providing additional funding at its sole discretion. For the purpose ofthis Contract, COUNTY shall disburse compensation and monitor the CONTR/CTOR'e performance in satisfying the scope of work obligations under the terms of this Contract. Disbursement of funds to CONTRACTOR ahe|| be made in one lump sum after execution of this Contract. CONTRACTOR shall submit final expenditure report documented with "audit ready" supportive evidence of each expenditure and proof ofpayment until all funds have been justified. 5. COMPLIANCE WITH LAWS CONTRACTOR hereby agrees that it will comply with all applicable fedena|, state and local lavvo, including but not limited to the payment ofprevailing wages as described in Section O herein. CONTRACTOR, pursuant to Paragraph 19, Indemnification, agrees to indemnify, defend and hold harmless COUNTY in the event any claims, actions, losses, damages and/or liability arises out of the failure to comply with any applicable laws. O. PREVAILING WAGES By its execution of this Agneement. CONTRACTOR certifies that it is aware of the requirements of California Labor Coda Sections 172Oetseq. and 1770aiaeq.. as well as California Code ofRegulations, Title 8, Section 16000 et aeq, ("Prevailing Wage Lax*e^), which require the payment ofprevailing wage rates and the performance of other requirements on certain "public works" and "maintenance" projects. If Services are being performed as part of an applicable "public works" or "maintenance" pnoject, as defined by the Prevailing VVeQm Lams. and if the total compensation is 81.000 or nnona. CONTRACTOR agrees to fully comply with such Prevailing Wage Laws. CONTRACTOR shall make copies of the prevailing rates of per them wages for each oroft, classification or type of worker needed to execute the 8en/imaS available to interested parties upon nequest, and shall post copies at the CONTRACTOR'S principal place ofbusiness and at the project site. Pursuant bnSection 19. CONTRACTOR shall Use Only Page 2ofQ ^ ° defend, indemnify and hold the COUNTY, its elected officials, officers, employees and agents free and harmless from any dgimns. liabilities, oosts, penalties or interest arising out ofany failure or alleged failure to comply with Prevailing Wage Laws. , ON-SITE INSPECTION COUNTY, its offioene. agent and employees, will have the privilege and right hoon-site inspection ufC{}NTRACT{}R'e facilities and the Project for the duration of this Contract. CONTRACTOR will ensure that its employees or agents furnish any information that in the judgment of COUNTY may be relevant to a question of compliance with contractual conditions, or the effectiveness, legality, and achievements of the program. 8. ACCOUNTING AND RECORDS CONTRACTOR must establish and maintain on a current basis an adequate accounting system in accordance with Generally Accepted Accounting Principles, CONTRACTOR agrees to maintain all records relating to this Contract for a period of three years after the termination or expiration of this Contract. County orany appointee thereof shall have absolute right to review and audit all records, books, papers, documents, corporate minutes, and other pertinent items as requested. 9. VIOLATION OF CONTRACT Except as otherwise provided in this CONTRACT. In the event that CONTRACTOR violates any of the terms and conditions of this Contuaot. COUNTY shall give written notice of violation and demand for correction. If, within thirty (30) days from receipt of written notice. CONTRACTOR has not corrected the violation or shown acceptable oouoe. COUNTY has the right to terminate this Contract. County will provide a written Notice of Termination. It is agreed that in the event ofo termination due to a violation of this Contract by CONT0ACT{}R, it ohoU pay to COUNTY within ten (10) days of receipt of a Notice of Termination, any and all unexpended funds. Said sum imagreed torepresent a reasonable endeavor by both parties herato, to be e fair compensation for the foreseeable losses that might result from such abreach ordefault. If CONTRACTOR violates any terms and conditions regarding the proper expenditure of funds, CONTRACTOR will be required to reimburse COUNTY for any improper expenditures. 10. ASSIGNMENT This Contract is not assignable by CONTRACTOR, without the express written consent of COUNTY. Any attempt by CONTRACTOR to assign any performance of the terms of this Contract shall be null and void and shall constitute a material breach ofthis Contract. 11. TERMINATION AND TERMINATION COSTS Except eaotherwise provided herein, this Contract may be terminated in whole or in part at any time by either party upon giving (3O) days notice inwriting tothe other party. The Chief Executive Officer imhereby empowered Uogive said notice subject boratification bythe COUNTY Board ofSupervisors ifrequired. Except as otherwise provided hemein. COUNTY may immediately terminate this Contract upon the term/nadon, suepension, discontinuation or substantial reduction in COUNTY funding for the Contract activity or iffor any reason the timely completion of the san/ioeo under this Contract is rendered innpnobabke, infeasible or impossible, If CONTRACTOR hoi|m to comply with any material term of this Contnact. COUNTY may teho one or more of the following actions: disallowing non-compliant coaba, wholly or partly suspending or terminating the awand, withholding further awards, and any other remedies that are legally available, A Page 3of 9 , ~ 12� REVERSION OF ASSETS Except as otherwise provided herein, upon Contract termination, CONTRACTOR shall transfer to COUNTY all COUNTY Funds on hand at the time of expiration and any accounts receivable attributable to the use of COUNTY Funds. 11 TIME OF PERFORMANCE MODIFICATIONS The Chief Executive Officer may grant time of performance modifications to this Contract when such modifications: a. |naggregate donot exceed twelve (12) calendar months; b� Are specifically requested byCONTRACTOR; o� Will not change the project goa|sorecopeofservioee; d. Are in the best interests ofCOUNTY and CONTRACTOR in performing the scope of services under this Contract; and e Dmnot alter the amount ofcompensation under this Contract. 14. INDEPENDENT CONTRACTOR All parties hereto in the performance of this Contract will be acting in independent capacities and not as ogenta, emp|oyeea, pohneno, joint ventunare, or associates of one another. The employees oragents of one party shall not be deemed or construed to be the agents or employees of the other party for any purpose whatsoever. 15. DISCRIMINATION No person ahoU, on the grounds of race, sex, onaed, co|or, ns|i0ion, or national ohgin, be excluded from participating in, be refused the benefits of, or otherwise be subjected to discrimination in any activities, pnogranns, or employment supported bythis Contract. 16. CONTRACT COMPLIANCE CONTRACTOR shall comply with Executive Orders 11246, as amended by Executive Orders 11375, 11478. 12080. and 12107. (Equal Employment Opportunity), Executive Orders 11625. 12138, 12432. 12250. and Executive Order 13279 (Equal Protection of the Laws for Faith-Based and Community Organizations), Title VII of the Civil Rights Act of 1964, and the California Fair Housing and Employment Act, and other applicable federal, state and COUNTY laws, regulations and po|ioksn relating to equal employment and contracting opportunities, including laws and regulations hereafter enacted. 17. IMPROPER CONSIDERATION CONTRACTOR shall not offer (either directly or through an intermediary) any improper consideration, such as, but not limited to, cash, discounts, services or the provision of travel or entertainment, or any items of value to any officer, employee oragent ofCOUNTY in an attempt to secure favorable treatment regarding this Contract orany contract awarded by C(]UNTY. COUNTY, by notioe, may immediately terminate this Contract or any COUNTY contract if it determines that any improper consideration as described in the preceding sentence was offered to any offioer, employee oragent ofCOUNTY with respect to any proposal or award process involving this Contract or any other COUNTY contract. This prohibition shall apply to any 8rnendrnent, extension or evaluation process once this Contract or any COUNTY contract hos been awarded. Attorneys shall immediately report any attempt by any COUNTY officer. employee or agent to solicit (either directly or through an intermediary) improper consideration from CONTRACTOR. The report shall be made to the supervisor or manager charged with supervision of the employee or to the County Administrative Office, In the event of termination under this provision. COUNTY is entitled to pursue any available legal remedies. , 1& MISREPRESENTATION If during the course of the administration of this Contract, COUNTY determines that CONTRACTOR has made a nlateho| misstatement or misrepresentation or that materially inaccurate information has been provided to COUNTY, this Contract may be immediately terminated, If this Contract is terminated according to this provision. COUNTY is entitled topursue any available legal remedies. 10. INDEMNIFICATION CONTRACTOR agrees to indemnify, defend (with counsel reasonably approved by COUNTY) and hold harmless COUNTY and its authorized offioenS, emp|oyeea, agents and volunteers from any and all claims, actions, |ussee, damages, and/or liability arising out of this Contract from any cause vvhatsoevar, including the octe, errors or onnieainna of any person and for any ooeba or expenses incurred by COUNTY on account of any claim except where such indemnification is prohibited by law. This indemnification provision shall apply regardless of the existence or degree of fault indemnitees. CONTRACT0R'e indemnification obligation applies to COUNTY'a ^active" as well as "passive" negligence but does not apply to COUNTY's "sole negligence" or"willful misconduct"within the meaning of Civil Code Section 2782. 20. INSURANCE REQUIREMENTS CONTRACTOR agrees to provide insurance set forth in accordance with the naquimarnenbo herein. If CONTRACTOR uses existing coverage to comply with these requirements and that coverage does not meet the specified requirements, CONTRACTOR agrees to amend, supplement, or endorse the existing coverage to do so. Thetypa(s) of insurance required is determined by the scope of the contract services. Without in any way affecting the indemnity herein provided and in addition thereto, CONTRACTOR shall self-insure to the levels identified herein or shall secure and maintain throughout the Contract the following types of insurance with limits oashown: Workers' Compensation/Employer's Liability - A program of Workers' Compensation insurance or a state- approved Self-Insurance Program in an amount and form to meet all applicable requirements of the Labor Code of the State of California, including Employers' Liability with $250.000 |imita, covering all persons including volunteers providing services on behalf ofCONTRACTOR and all risks to such persons under this Contract. If CONTRACTOR has no ennployeea, it may certify orwarrant to COUNTY that it does not currently have any employees orindividuals who are defined as "employees" under the Labor Code and the requirement for Workers' Compensation coverage will be waived bythe COUNTY'eRisk Manager. With respect to contractors that are non-profit corporations organized under California or Federal |aw, volunteers for such entities are required to be covered by Workers' Compensation insurance. If the COUNTY's Risk Manager determines that there is no reasonably priced coverage for volunteers, evidence of participation inavolunteer insurance program may besubstituted. CommerciallGeneral Liability Insurance — C[)NTRACTUR shall carry General Liability Insurance covering all operations performed by or on behalf of CONTRACTOR providing coverage for both bodily injury and property dannoQm with a combined single limit of not |eae than one million dollars ($1.000.000). per occurrence. The policy coverage shall include: a) Premises operations and mobile equipment b) Products and completed operations o) Broad form property damage (including completed operations) d) Personal injury e) Contractual liability f) $2.UQO.OUOgeneral aggregate limit APage 5of 9 , Automobile Liability Insurance--Primary insurance coverage shall be written on ISO Business Auto coverage form for all cxwned, hired, and non-owned automobiles or symbol 1 (any auto). The policy shall have a combined single limit of not less than one million dollars ($1,000,000) for bodily injury and property damage, per occurrence. |fCONTRACTOR is transporting one ormore non-employee passengers inperformance ofcontract servimao, the automobile liability policy shall have B combined single limit of two million dollars ($2.000.000) for bodily injury and property damage per occurrence. If CONTRACTOR owns no autoa, a non-owned auto endorsement to the General Liability policy described above kaacceptable. Umbrella Liability Insurance —An umbrella (over primary) or excess policy may be used to comply with Urnda Vrother primary coverage requirements. When used, the umbrella policy oheU apply to bodily injury/property damna0e, ponaone| injury/advertising injury and shall include a ^dnopdcxwn^ provision providing primary coverage for any liability not covered by the primary policy. The coverage ohoU also apply to automobile liability. Additional Insured — All po|idee, except for the Workers' Compensation, Errors and Omissions and Professional Liability policies shall contain endorsements naming COUNTY and its offimaro, ernp|oyeea, agents and volunteers as additional insureds with respect to liabilities mhoinQ out ofthe performance of services hereunder. The additional insured endorsements shall not limit the scope of coverage for COUNTY hovicarious liability but shall allow coverage for COUNTY to the full extent provided by the policy, Such additional insured coverage shall be at least as broad as Additional Insured (Form B) endorsement form |GO. CG2O1O.1185. Waiver of Subrogation Rights — C(]NTRACT(]Fl ahe|| require the carriers of required coverages to waive all rights of subrogation against C(}UNTY, its ofhcora, emp|oyees, agenta, vo|untaara, contractors and subcontractors. All general or auto liability insurance coverage provided shall not prohibit CONTRACTOR and its employees or agents from waiving the right of subrogation prior to a |oam or claim. CONTRACTOR hereby waives all rights ofsubrogation against COUNTY. Policies Primary and Non-Contributory - All policies required herein are to be primary and non-contributory with any insurance or self-insurance programs carried or administered by COUNTY. Severability of Interests — CONTRACTOR agrees to ensure that coverage provided to meed these requirements is applicable separately to each insured and thee* will be no cross liability exclusions that preclude coverage for suits between CONTRACTOR and COUNTY orbetween COUNTY and any other insured oradditional insured under the policy. Acceptability of Insurance Carrier — Unless otherwise approved by Risk Management, insurance shall be written by insurers authorized to do business in the State of California and with a nninirnunn ''Best" Insurance Guide rating nf^/\\/||^ Deductibles and Self-Insured Retention — /\ny and all deductibles or self-insured retentions in excess of $1O.ODOshall bedeclared toand approved byRisk Management, Failure to Procure Coverage— In the event that any policy of insurance required under this contract does not comply with the requirements, is not procured, or is canceled and not replaced, COUNTY has the right but not the obligation orduty bocancel the contract orobtain insurance if|tdeems necessary and any premiums paid by COUNTY will be promptly reimbursed by CONTRACTOR or COUNTY payments to CONTRACTOR will be reduced topay for COUNTY purchased insurance. Auditor/Controller-Recorder Use OnIv Page 8of 9 ^ 21. PROOF OF COVERAGE CONTRACTOR shall furnish certificates ofinsurance tuthe COUNTY evidencing the insurance coverage, including endorsemmnba, as required, prior to the commencement of padbnnanme of services hereunder, which certificates shall provide that such insurance shall not be terminated or expire without thirty (30) days written notice to COUNTY, and CONTRACTOR shall maintain such insurance from the time it commences performance of services hereunder until the completion of such services. Within fifteen (15) days of the commencement of this Conbact. CONTRACTOR shall furnish ocopy ofthe Declaration page for all applicable policies and will provide complete certified copies ofthe policies and endorsements immediately upon request. 22. INSURANCE REVIEW Insurance requirements are subject hoperiodic review byCOUNTY. The COUNTY'sRisk Manager, or designee, is authohzed, but not required, to naduoe, weive, or suspend any insurance requirements whenever Risk Management determines that any of the required insurance is not avai|ab|e, is unreasonably pricad, or is not needed to protect the interests of COUNTY. In addition, if Risk Management determines that heretofore unreasonably priced or unavailable types of insurance coverage or coverage limits become naoaongb|y priced or available, the Risk K8anaQer, or deaignee, is authorized, but not required, to change the above insurance requinsnnento, torequire additional types of insurance coverage orhigher coverage |imita, provided that any such change is reasonable in light ofpast claims against COUNTY, inflation, or any other item reasonably related to the COUNTY's risk. Any change requiring additional types of insurance coverage or higher coverage limits must be made by amendment h>this contract. CONTRACTOR agrees to execute any such amendment within thirty (3O)days ofreceipt. Any failure, actual or alleged, on the part of COUNTY to monitor or enforce compliance with any of the insurance and indemnification requirements will not be deemed as a waiver of any rights on part of COUNTY. 23. ELECTRONIC FUNDS CONTRACTOR shall accept all payments from COUNTY via electronic funds transfer (EFT) directly deposited into the {}ONTRACTC)R'o designated checking or other bank account. CONTRACTOR ohmU promptly comply with directions and accurately complete forms provided by COUNTY required to process EFT payments. 24, LEGALFEES CONTRACTOR understands and agrees that any and all legal fees or costs associated with any litigation or other legal promaedinQe, concerning this Contract shall be the C[}NTRACTDR'o ou|e expense and shall not becharged as e cost under this Contract. In the event of any Contract dispute hereunder, each party tothis Contract shall bear its own attorney's fees and costs regardless of who prevails in the outcome of the dispute. 25� YEAR-EN Q VERIFICATION CONTRACTOR aQnaea to provide verification in the form of o letter with appropriate invoices or documentation demonstrating that all allocations have been expended to their intended use to two COUNTY agencies: one copy to the County Board of Supervisors-Third District Office and one copy to the Economic Development Agency (EDA) ten (10) days prior to the termination of this Contract. The letter shall provide the details of the work performed an described in section 2, Scope of Services, Failure to provide the letter will constitute breach of contract. 20. COUNTYS NAMING POLICY CONTRACTOR understands and acknowledges that pursuant to County 08-17. nofacility funded in whole or in part. by the County ofSan Bernardino shall be named after any elected official at the local, State or Federal level who is serving as such at the time the facility is named. Absent significant overriding facts and uin:ymatancem, facilities should not be named after any elected person unless the individual has not served in elected office for a period of three years. It is also the policy of the Board of Supervisors that no third party sponsored funution, event or activity funded in part by the County ehe|l be named for a currently serving member of the Board of Supervisors. No signage A uditorlController-Recorder Use Only Page 7of 9 ~ (permanent ortemporary) relating to a facility funded in whole or port by the County shall contain the name of the currently aendn0 member ofthe Board of Supervisors in whose district the facility is kooatad, provided hovvever, that the names of the entire membership of the Board may be set forth on the signage. 27� AMENDMENTS: VARIATIONS This vxridng, with ottachmnenis, embodies the whole of the Contract of the parties hereto. There are no oral agreements contained herein. Except as herein provided, any changes to or variation in the terms of this Contract shall not bevalid unless made in the form of a written amendment to this Contract formally approved and executed by both parties. 28, INVALID CONDITIONS If any one or more of the bernne, provisione, eections, pro,niaeo, covenants or conditions of this Contract shall to any extent be judged invalid, unmnforogeb(e, void or voidable for any reason vvhot000ver, by o court of competent juriadiotion, each and all of the remaining hernns, pnoviaions, mectione, pronniaeo, ocxxenonbs and conditions of the Contract shall not be affected thereby, and shall be valid and enforceable to the fullest extent permitted by law. 29. BINDING INTEREST This Contract shall be binding on the partiea, successors in inhoreat, heirs and assigns. 30. NOTICES All notices shall beserved inwriting. The notices shall besent hothe following addresses: County ofSan Bernardino, EDA City nfRedlands Fire Department 385N. Arrowhead Avenue, 2'mFloor POBox 3OO5 San Bernardino, CA 92415-0040 Redlands, CA 92373 Attn: Arthur T. Milian Attn: Jeff Frazier, Chief With a copy to: Steve Hauer, Deputy Chief ofStaff Board ofSupervisors, Third District 385N. Arrowhead Avenue, 5"' Floor San Bernardino, CA 82415 fax(8OS) 387-3O18 0Y 6Y V7 A ddonlCoUse Only Page 8of 9 31. COUNTERPART EXECUTION This Contract may be executed in counterparts. When executed, each counterpart shall be deemed an original irrespective of date of execution. Said counterparts shall together constitute one and the same Contract. IN WITNESS WHEREOF, the parties have caused this Contract to be executed as of the day and year written below. COUNTY OF �N BERNARDIN CITY OCF-1 REDD ANDS 4� By Purchasing Agent (Authorized signature-sign in blue ink) Name LAURIE ROZKO Name Pete Aguilar (Print or type name) (Print or type name of person signing Contract) Date: z Title Mayor (Print or Type) Date: January 17, 2012 ATTEST: APPROVED AS TO LEGAL FORM Sam Irwin, City—Cleik JEAN-RENE BASLE County Counsel By: MICHELLE BL KEMORE ChiefAssista Q my Counsel Date: I- AuditorlController-Recorder Use Only Page 9 of 9 1 0 Contract Database DFAS I IInput Date :I Keyed By I