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HomeMy WebLinkAboutContracts & Agreements_33-1992_CCv0001.pdf AGREEMENT TO FURNISH ADMINISTRATIVE AND INSPECTION SERVICES FOR THE REDLANDS MUNICIPAL AIRPORT This Agreement is made and entered into this lat day of Ju it- f 1992, by and between CITY OF REDLANDS, a municipal corporation of the State of California (hereinafter "CITY") , and -.Sky-ways Plicjht- Training . [a Californi-w Corporal i /Tvan.%1.zi=A�is hip] (hereinafter "SERVICE PROVIDER"") . Sole Proprietorship RECITALS WHEREAS, the principal members of SERVICE PROVIDER are skilled, capable and are experienced in providing high quality administrative and inspection services for municipal airports; and WHEREAS, CITY desires to engage SERVICE PROVIDER to render certain administrative and inspection services as set forth herein for the Redlands Municipal Airport (hereinafter "Airport") ; NOW, THEREFORE, in consideration for the promises set forth herein, the receipt and adequacy of which is hereby acknowledged, the parties hereto agree as follows: ARTICLE I SCOPE OF SERVICES• TERM 1. 1 General Scope of Services. SERVICE PROVIDER shall perform professional administrative and inspection services for the Airport (hereinafter "Services") . Such Services shall include, but not be limited to, the technical and professional services set forth in the Scope of Work attached hereto as Exhibit "A" . 1 .2 Term. The term of this Agreement shall be from June 1 , 1992 until June 30, 1993 , or until such time as it is terminated pursuant to the provisions in section 5. 1 of this Agreement. ARTICLE II RESPONSIBILITIES OF SERVICE PROVIDER 2. 1 Control and Payment of Subordinates. CITY retains SERVICE PROVIDER on an independent contractor basis and SERVICE PROVIDER is not an employee of CITY. The personnel performing the Services under this Agreement on behalf of SERVICE PROVIDER shall at all times be under SERVICE PROVIDER's exclusive direction and control. SERVICE PROVIDER shall pay all wages, salaries, and other amounts due such personnel in connection with their performance of Services under this Agreement and as required by law. SERVICE PROVIDER shall be responsible for all reports and obligations respecting such personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, and workers' compensation insurance. 2 .2 Standard of Care; Licenses. SERVICE PROVIDER shall perform the Services under this Agreement in a skillful and competent manner. SERVICE PROVIDER shall be responsible to CITY for any errors or omissions in its execution of this Agreement. SERVICE PROVIDER represents and warrants to CITY that it has all licenses, permits, qualifica- tions and approvals of whatever nature that are legally required to practice its profession. SERVICE PROVIDER further represents and warrants that it shall keep in effect all such licenses, permits, and other approvals during the term of this Agreement. 2 . 3 Proiect Representatives. SERVICE PROVIDER assigns Steven Cimmarus ps its project representative who shall coordinate all phases of the project. The project representative shall be available to CITY at all reasonable times. SERVICE PROVIDER may appoint another person as project representative upon written notice to CITY.Steven Cimmarusti or his or her designee shall act as City's Project representative for purposes of carrying out this Agreement. 2 .4 Accounting Records. SERVICE PROVIDER shall maintain complete and accurate records with respect to costs and expenses incurred under this Agreement. All such records shall be clearly identifiable. SERVICE PROVIDER shall allow an authorized representative of CITY, during normal business hours, to examine, audit, and make transcripts or copies of such records. SERVICE PROVIDER shall allow inspection by CITY of all work, data, documents, and 2 GPS95121 activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. ARTICLE III FEES AND PAYMENTS 3 . 1 Compensation. SERVICE PROVIDER shall receive compensation for all Services rendered under this Agreement at the rate of$800 per month, plus 15% of rental receipts from the City owned West tie-down ramp. 3 .2 Payment of Compensation. SERVICE PROVIDER shall provide to CITY a monthly statement within 10 days following the close of each month which indicates work completed and hours of service rendered. CITY shall, within 30 days of receiving such statement from SERVICE PROVIDER, review the statement and pay all approved charges thereon. CITY shall promptly notify SERVICE PROVIDER of unapproved charges on the statements. 3 . 3 Reimbursement for Expenses. SERVICE PROVIDER shall not be reimbursed for any expenses unless authorized in writing by CITY. ARTICLE IV INDEMNIFICATION AND INSURANCE 4 . 1 Indemnification. SERVICE PROVIDER shall defend, indemnify and hold CITY, its officials, officers, employees, and agents free and harmless from any and all liability from loss, damage, or injury to property or persons, including wrongful death, in any manner arising out of or incident to any acts, omissions or wilful misconduct of SERVICE PROVIDER arising out of or connection with SERVICE PROVIDER's performance of this AGREEMENT, including without limitation the payment of attorneys ' fees. Further, SERVICE PROVIDER shall defend at its own expense, including attorneys' fees, CITY, its officials, officers, employees, and agents in any legal action based upon such acts, omissions or willful misconduct. 3 GPS95121 4 .2 Insurance. SERVICE PROVIDER shall obtain and shall require its subcontractors, if applicable, to obtain insurance of the types and in the amounts described below and satisfactory to CITY. 4.2. 1 Commercial General Liability Insurance. SERVICE PROVIDER shall maintain occurrence version commercial general liability insurance or equivalent form with a combined single limit of not less than $1, 000, 000 per occurrence. If such insurance contains a general aggregate limit, it shall apply separately to this Agreement or be no less than two times the occurrence limit. 4 .2.2 Business Automobile Liability Insurance. SERVICE PROVIDER shall maintain business automobile liability insurance or equivalent form with a combined single limit of not less than $1, 000, 000 per occurrence. Such insurance shall include coverage for owned, hired and non-owned automobiles. 4 . 2 . 3 Workers' Compensation Insurance. SERVICE PROVIDER shall maintain workers ' compensation insurance with statutory limits and employers ' liability insurance with limits of not less than $1, 000, 000 per accident. 4 . 3 Additional Insureds. Such insurance shall name CITY, its officials, officers, employees, agents, and SERVICE PROVIDER, as insureds with respect to performance of Services. Such insured status shall contain no special limitations on the scope of its protection to the above-listed insureds. All insurance shall be primary with respect to any insurance or self insurance programs covering CITY, its officials, officers, employees, agents, and SERVICE PROVIDER and shall contain standard separation of insureds provisions. 4 .4 Certificates of Insurance. SERVICE PROVIDER shall, prior to commencement of the Services furnish to CITY properly executed certificates of insurance, and, if requested by CITY, certified copies of endorsements and policies, which shall clearly evidence all insurance required in this Section. SERVICE PROVIDER shall not allow such insurance to be canceled, expire or be materially reduced in coverage except upon 30 days prior written notice to CITY and written acceptance by CITY. 4 GPS95121 4 . 5 Term of Coverage. SERVICE PROVIDER shall maintain all insurance required by this Agreement from the time Services commence until Services are completed, except as may be otherwise required by this Article. SERVICE PROVIDER shall replace any policies, certificates and endorsements for any insurance expiring prior to completion of the Services. 4. 6 Licensed Insurer. SERVICE PROVIDER shall place all insurance with insurers having an A.M. Best Company rating of no less than A:VIII and licensed to do business in California. ARTICLE V TERMINATION 5. 1 Notice of Termination. CITY may, by written notice to SERVICE PROVIDER, terminate the whole or any part of this Agreement at any time and without cause by giving written notice to SERVICE PROVIDER of such termination, and specifying the effective date thereof, at least seven (7) days before the effective date of such termination. SERVICE PROVIDER shall discontinue all Services affected within seven (7) days of receipt of such notice, unless otherwise instructed by CITY in writing. SERVICE PROVIDER may not terminate this Agreement except for cause. 5. 1. 1 Termination For Convenience. If termination is for the convenience of the CITY, SERVICE PROVIDER shall be paid for Services performed through the date of termination, upon receipt of written documentation by CITY. Such payment shall include a pro-rated amount of profit, if applicable, but no amount shall be paid for anticipated profit on unperformed services. 5. 1.2 Termination for Cause. If termination is due to SERVICE PROVIDER's failure to fulfill its obligations under this Agreement, SERVICE PROVIDER shall be compensated for Services which have been completed and accepted by CITY. SERVICE PROVIDER shall be liable to CITY for any reasonable additional costs incurred in the revision of unsatisfactory work received from SERVICE PROVIDER, which in CITY 's discretion must be corrected. 5 GPS95121 5.2 Procurement of Similar Services. In the event this Agreement is terminated in whole or in part as provided by this Article, CITY may procure, upon such terms and in such manner as it may determine appropriate, services similar to those terminated. 5.3 Work Product. If this Agreement is terminated as provided in Section 5. 1 of this article, or at the time that SERVICE PROVIDER completes the work required under this Agreement, CITY may require SERVICE PROVIDER to provide all finished or unfinished documents, data, records etc. , prepared or retained by SERVICE PROVIDER in connection with the performance of Services under this Agreement. ARTICLE VI GENERAL PROVISIONS 6. 1 Entire Agreement. This Agreement contains the entire Agreement of the parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings or agreements. This Agreement may only be modified by a writing signed by both parties. 6.2 Successors and Assigns. This Agreement shall be binding on the successors and assigns of the parties, and shall not be assigned by SERVICE PROVIDER without the prior written consent of CITY. 6. 3 Subcontracts. SERVICE PROVIDER shall not subcontract any portion of the work required by this Agreement without prior written approval of CITY. All approved subcontracts, if any, shall be accomplished by a written instrument. Such instrument shall contain an express assumption by the subcontractor of all conditions and terms and covenants contained in this Agreement. 6.4 Egual...Opportunity Employment. SERVICE PROVIDER represents that it is an equal opportunity employer and shall not discriminate against an 6 GPS95121 employee or applicant for employment with SERVICE PROVIDER on the basis of race, color, religion, national origin, ancestry, sex or age. 6. 5 Attorney's Fees. If either party commences an action against the other party arising out of or in connection with this Agreement, the prevailing party in such litigation shall be entitled to have and recover from the losing party reasonable attorney's fees and any resulting costs. 6.6 Governing Law. This Agreement shall be governed by and construed with the laws of the State of California. 6.7 Riaht to Employ Other Service Providers. CITY reserves right to employ other Service Providers in connection with this Project. 6.8 Delivery of Notices. All notices permitted or required under this Agreement shall be given to the respective parties at the following address, or at such other address as the respective parties may provide in writing for this purpose: CITY: SERVICE PROVIDER: City of Redlands Skyways Flight Trainjug Public Works Dept. 1745 SeRsums Drivp P.O. Box 3005 Redlands . CA 92374 2 E. Citrus Ave. , Ste. 222 Redlands CA 92373 Attn: Stevp-n Cimmarusti Such notice shall be deemed made when personally delivered or when mailed, forty-eight (48) hours after deposit in the U.S. Mail, first class postage prepaid, return receipt requested and addressed to the party at its applicable address. 7 GPS95121 IN WITNESS WHEREOF, the parties hereto have executed the Agreement on the date first hereinabove written. CITY OF REDLANDS By ' a rte, i of Re l ds ATTEST: `Deputy City Clerk City of Redlands APPROVED AS TO FORM: BEST, BES : & K IEGER City Attorney City of Redlands SERVICE PROVIDER _ Skyways Flight Training , [a Ca fornia corporation/par P] 1 By: (Ti e} n By: 't - 8 - GPS95121 EXHIBIT A SCOPE OF WORK TASK #1 - Rental of tie-down spaces on the City Ramp. To include receiving requests for tie-down rental, accepting and signing Aircraft Tiedown Permits, collecting fees and transmitting said fees to the Public Works Department, receiving and reviewing required confirmation of Aircraft Insurance documents for each tie-down rented and maintaining a record of tie-down rentals and a file of all documents pertaining to tie-down rentals. Also to include dispensing tie-down rope provided by the City to each renter. Frequency will be as required by requests for rental. TASK #2 - Inspect City owned Airport Facilities. To inspect airport facilities owned by the City of Redlands, including runway, taxiway, ramps, parking lots, runway lighting, parking lot lighting, fencing (including mechanical gates) and signs. To keep a log of inspections including date and time of inspections, areas inspected, deficiencies found, date and time of report of deficiencies to Public Works Department. A check list will be provided by the Public Works Department for use during inspections. Inspections to be made on Monday, Wednesday and Friday of each week. It is expected that each inspection will take one hour. TASK #3 - Administer Issuance of Gate Cards. Receive and evaluate requests, receive deposits, and issue receipts for gate cards, receive returned cards and issue return of deposits, receive damaged cards and issue replacements, keep records as required, submit funds received and copies of receipts to Public Works Department. Frequency will be as required to handle requests. TASK #4 - Handle general inquiries about the airport by walk-in traffic and via the general airport telephone. Refer inquiries to Public Works Department as necessary. Frequency - as required by traffic. The City will provide a telephone with Redlands Municipal Airport listing in the office of the SERVICE PROVIDER to facilitate implementation of the task. TASK #5 - Serve as contact with appropriate City and/or emergency personnel in the event of an emergency at the airport. Serve as leader in implementing the Airport section of the City of Redlands Emergency Plan in the event of a disaster.