Loading...
PD Traffic Control Services Marin County FairAGREEMENT FOR TRAFFIC CONTROL SERVICES This Agreement is made and entered into this ~ day of Jl.A.n e. , 20 \ e, by and between the CITY OF SAN RAFAEL (hereinafter "CITY"), and PROFESSIONAL EVENT SERVICES, INC., a Califomia Corporation 01ereinafter "CONTRACTOR"). RECITALS WHEREAS, during the alU1ual Malin County Fair, CITY provides the services of its Police officers to perfoml evelnng traffic control operations to help minimize traffic congestion; and WHEREAS, for the 2018 Malin County Fair, CITY will require additional staffing for these traffic control duties; alld WHEREAS, CONTRACTOR is a provider oflngh quality security services alld is able to provide persOlmel to perfoml the services required by CITY; AGREEMENT NOW, THEREFORE, the parties hereby agree as follows: 1. PROJECT COORDINATION. A. CITY'S Project Manager. Police Captain Glenn McElderry is hereby designated the PROJECT MANAGER for the CITY, alld said PROJECT MANAGER shall supervise all aspects of the progress and execution of tIns Agreement. B. CONTRACTOR'S Project Director. CONTRACTOR shall assign a single PROJECT DIRECTOR to have overall responsibility for the progress and execution of tIns Agreement for CONTRACTOR. CarOlall FelTeria is hereby designated as the PROJECT DIRECTOR for CONTRACTOR. Should circumstances or conditions subsequent to the execution of this Agreement require a substitute PROJECT DIRECTOR, for any reason, the CONTRACTOR shall notify the CITY within ten (10) business days of the substitution. 2. DUTIES OF CONTRACTOR. CONTRACTOR shall provide up to fifteen (15) qualified employees, as requested by the PROJECT MANAGER, to perfonn traffic control services for CITY at the 2018 Marin Cmmty Fair on June 30, 2018 tlu·ough alld including July 4, 2018, during the hours of 8:00 p.m. to Midnight each night, under the direction of CITY's Police Depaliment personnel. ORIGIN L 3. DUTIES OF CITY. CITY shall pay the compensation as provided in Paragraph 4, and shall provide its Police Depmiment personnel to work with and provide direction to CONTRACTOR's personnel in the perfonnmlce of nightly traffic control operations to be provided for the Marin County Fair pursuant to this Agreement. 4. COMPENSATION. For the full perfonnance of the services described herein by CONTRACTOR, CITY shall pay CONTRACTOR at the rate of $17.00 per hour per employee perfonning traffic control operations pursuant to this Agreement. Payment shall be made within 30 days following receipt by PROJECT MANAGER of itemized invoices submitted by CONTRACTOR. 5. TERM OF AGREEMENT. The tenn of tlns Agreement shall become effective upon its execution and shall tenrunate following the provision of services by CONTRACTOR and [mal payment for such services by CITY as provided herein. 6. TERMINATION. Either party may telminate tIns Agreement without cause upon tlnrty (30) days written notice mailed or personally delivered to the other party. 7. INSURANCE. A. Scope of Coverage. During the telm of this Agreement, CONTRACTOR shall maintain, at no expense to CITY, the following insurance policies: 1. A commercial general liability insurance policy in the minimum mnount of one million dollars ($1,000,000) per occUlTence/two million dollm·s ($2,000,000) aggregate, for death, bodily injury, personal injury, or property dmnage. 2. An automobile liability (owned, non-owned, and hired velncles) insurmlce policy in the minimum amount of one lrullion dollm·s ($1,000,000) dollars per occurrence. 3. Worker's compensation insurance, as required by the State of California, with statutory limits, and employer's liability insurmlce with limits of no less than one million dollars ($1,000,000) per accident for bodily injury or disease. CONTRACTOR's worker's compensation insurance shall be specifically endorsed to waive any right of subrogation against CITY. B. Other Insurance Requirements. The insurmlce coverage required of the CONTRACTOR m subparagraph A of tlns section above shall also meet the following requirements: 2 1. Except for worker's compensation insurance, the insurance policies shall be specifically endorsed to include the CITY, its officers, agents, employees, and volunteers, as additionally named insureds (for both ongoing and completed operations) under the policies. 2. The additional insured coverage under CONTRACTOR'S insurance policies shall be primary with respect to any insurance or coverage maintained by CITY and shall not call upon CITY's insurance or self-insurance coverage for any contribution. The "primary and noncontributory" coverage in CONTRACTOR'S policies shall be at least as broad as ISO fmID CG20 01 04 13. 3. Except for worker's compensation insurance, the insurance policies shall include, in their text or by endorsement, coverage for contractual liability and personal injury. 4. By execution of this Agreement, CONTRACTOR hereby grants to CITY a waiver of any right to subrogation which any insurer of CONTRACTOR may acquire against CITY by virtue of the payment of any loss under such insurance. CONTRACTOR agrees to obtain any endorsement that may be necessary to effect this waiver of subrogation, but this provision applies regardless of whether or not CITY has received a waiver of subrogation endorsement from the insurer. 5. If the insurance is written on a Claims Made Fonn, then, following tennination of this Agreement, said insurance coverage shall survive for a period of not less than five years. 6. The insurance policies shall provide for a retroactive date of placement coinciding with the effective date of tIns Agreement. 7. The limits of insurance required in tills Agreement may be satisfied by a combination of primary and umbrella or excess insurance. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and noncontributory basis for the benefit of CITY (if agreed to in a written contract or agreement) before CITY'S own insurance or self-insurance shall be called upon to protect it as a named insured. 8. It shall be a requirement tmder tIns Agreement that any available insurance proceeds broader than or in excess of the specified minimum insurance coverage requirements and/or linlits shall be available to CITY or any other additional insured party. Furthennore, the requirements for coverage and limits shall be: (1) the minimmn coverage and limits specified in tills Agreement; or (2) the broader coverage and maximmn limits of coverage of any insurance policy or proceeds available to the named insured; wlnchever is greater. C. Deductibles and SIR's. Any deductibles or self-insured retentions in CONTRACTOR's insurance policies must be declared to and approved by the PROJECT MANAGER and City Attorney, and shall not reduce the limits of liability. Policies containing any self-insured retention (SIR) provision shall provide or be endorsed to provide that the SIR may be 3 satisfied by either the named insured or CITY or other additional insured party. At CITY's option, the deductibles or self-insured retentions with respect to CITY shall be reduced or eliminated to CITY's satisfaction, or CONTRACTOR shall procure a bond guaranteeing payment of losses and related investigations, claims administration, attorney's fees and defense expenses. D. Proof of Insurance. CONTRACTOR shall provide to the PROJECT MANAGER or CITY'S City Attorney all of the following: (1) Celtificates ofInsurance evidencing the insurance coverage required in this Agreement; (2) a copy of the policy declaration page and/or endorsement page listing all policy endorsements for the commercial general liability policy, and (3) excerpts of policy language or specific endorsements evidencing the other insurance requirements set forth in this Agreement. CITY reserves the right to obtain a full certified copy of any insurance policy and endorsements from CONTRACTOR. Failure to exercise tIns right shall not constitute a waiver of the right to exercise it later. The insurance shall be approved as to fOlm and sufficiency by PROJECT MANAGER and the City Attomey. 8. INDEMNIFICATION. A. Except as otherwise provided in Paragraph B., CONTRACTOR shall, to the fullest extent permitted by law, indemnify, release, defend with counsel approved by CITY, and hold harmless CITY, its officers, agents, employees and volunteers (collectively, the "City Indemnitees"), from and against any claim, demand, suit, judgment, loss, liability or expense of any kind, including but not limited to attorney's fees, expert fees and all other costs and fees of litigation, (collectively "CLAIMS"), arising out of CONTRACTOR'S performance of its obligations or conduct of its operations under this Agreement. The CONTRACTOR's obligations apply regardless of whether or not a liability is caused or contributed to by the active or passive negligence of the City Indemnitees. However, to the extent that liability is caused by the active negligence or willful misconduct of the City Indemnitees, the CONTRACTOR's indemnification obligation shall be reduced in proportion to the City Indemnitees' share of liability for the active negligence or willful misconduct. In addition, the acceptance or approval of the CONTRACTOR's work or work product by the CITY or any of its directors, officers or employees shall not relieve or reduce the CONTRACTOR's indemnification obligations. In the event the City Indemnitees are made a party to any action, lawsuit, or other adversarial proceeding arising from CONTRACTOR'S performance of or operations under this Agreement, CONTRACTOR shall provide a defense to the City Indemnitees or at CITY'S option reimburse the City Indemnitees their costs of defense, including reasonable attorneys' fees, incurred in defense of such claims. B. The defense and indemnification obligations of this Agreement are undertaken in addition to, and shall not in any way be limited by, the insurance obligations contained in this Agreement, and shall survive the termination or completion of this Agreement for the full period of time allowed by law. 9. NONDISCRIMINATION. CONTRACTOR shall not discriminate, in any way, against any person on the basis of age, sex, race, color, religion, ancestry, national origin or disability in connection with or related to the 4 perfonnance of its duties and obligations under this Agreement. 10. COMPLIANCE WITH ALL LAWS. CONTRACTOR shall observe and comply with all applicable federal, state and local laws, ordinances, codes and regulations, in the perfonnance of its duties and obligations under tins Agreement. CONTRACTOR shall perfonn all services under tllls Agreement in accordance with these laws, ordinances, codes and regulations. CONTRACTOR shall release, defend, indemnify and hold hannless CITY, its officers, agents and employees from any and all damages, liabilities, penalties, fines and all other consequences from any noncompliance or violation of any laws, ordinances, codes or regulations. 11. NO THIRD PARTY BENEFICIARIES. CITY and CONTRACTOR do not intend, by any provision of tins Agreement, to create in any third party, any benefit or right owed by one party, under the tenns and conditions of tills Agreement, to the other party. 12. NOTICES. All notices and other communications required or pennitted to be given under tllls Agreement, including any notice of change of address, shall be in writing and given by personal delivery, or deposited with the United States Postal Service, postage prepaid, addressed to the paIties intended to be notified. Notice shall be deemed given as of the date of personal delivery, or if mailed, upon the date of deposit with the United States Postal Service. Notice shall be given as follows: TO CITY's Project Manager: TO CONTRACTOR's Project Director: 13. INDEPENDENT CONTRACTOR. Captain Glenn McElderry City of San Rafael 1400 Fifth Avenue P.O. Box 151560 San Rafael, CA 94915-1560 CarOlaIl Ferreria Professional Event Services, Inc. 1130 -2nd Street Colusa, CA 95932 For the purposes, and for the duration, of tlns Agreement, CONTRACTOR, its officers, agents and employees shall act in the capacity of an Independent Contractor, and not as employees of the CITY. CONTRACTOR and CITY expressly intend and agree that the status of CONTRACTOR, its officers, agents and employees be that of an Independent Contractor and not that of all employee of CITY. 5 14. ENTIRE AGREEMENT --AMENDMENTS. A. The telms and conditions of this Agreement, all exhibits attached, and all documents expressly incorporated by reference, represent the entire Agreement of the parties with respect to the subject matter of this Agreement. B. TIns written Agreement shall supersede any and all prior agreements, oral or written, regarding the subject matter between the CONTRACTOR and the CITY. C. No other agreement, promise or statement, written or oral, relating to the subject matter of tIns Agreement, shall be valid or binding, except by way of a written amendment to this Agreement. D. The tenns and conditions of tlns Agreement shall not be altered or modified except by a written amendment to tlns Agreement signed by the CONTRACTOR and the CITY. E. If any conflicts arise between the tenns and conditions of tIns Agreement, and the tenns and conditions of tlle attached exlnbits or the documents expressly incorporated by reference, the telms and conditions of tIns Agreement shall control. 15. SET-OFF AGAINST DEBTS. CONTRACTOR agrees that CITY may deduct from any payment due to CONTRACTOR under this Agreement, any monies wInch CONTRACTOR owes CITY under any ordinance, agreement, contract or resolution for any unpaid taxes, fees, licenses, assessments, unpaid checks or otller amounts. 16. WAIVERS. The waiver by either party of any breach or violation of any tenn, covenant or condition of this Agreement, or of any ordinance, law or regulation, shall not be deemed to be a waiver of any other tenn, covenant, condition, ordinance, law or regulation, or of any subsequent breach or violation of tlle same or other tenn, covenant, condition, ordinance, law or regulation. The subsequent acceptance by either party of any fee, perfonnance, or other consideration wruch may become due or owing under this Agreement, shall not be deemed to be a waiver of any preceding breach or violation by the other party of any tenn, condition, covenant of tins Agreement or any applicable law, ordinance or regulation. 17. COSTS AND ATTORNEY'S FEES. The prevailing pruiy in any action brought to enforce the tenns and conditions of this Agreement, or arising out of the perfonnrulce of tIns Agreement, may recover its reasonable costs (including claims administration) and attorney's fees expended in connection with such action. 18. CITY BUSINESS LICENSE / OTHER TAXES. 6 CONTRACTOR shall obtain and maintain during the duration of this Agreement, a CITY business license as required by the San Rafael Municipal Code CONTRACTOR shall pay any and all state and federal taxes and any other applicable taxes. CITY shall not be required to pay for any work perfOlmed under tIns Agreement, until CONTRACTOR has provided CITY with a completed Internal Revenue Service Fonn W-9 (Request for Taxpayer Identification Number and Certification). 19. APPLICABLE LAW. The laws of the State of Califonna shall govern tIns Agreement. IN WITNESS WHEREOF, the parties have executed tins Agreement as of the day, montIl and year first above written. CITY OF SAN RAFAEL CONTRACTOR JI Title: 1.//1/I~ ATTEST: LINDSAY LARA, City Clerk APPROVED AS TO FORM: t~Q~,~fJ£ ROBERT F. EPSTEIN, C ty Atto ey 7 CONTRACT ROUTING FORM INSTRUCTIONS: Use this cover sheet to circulate all contracts for review and approval in the order shown below. TO BE COMPLETED BY INITIATING DEPARTMENT PROJECT MANAGER: Contracting Department: Police Project Manager: Capt. Glenn McElderry Extension: 5301 Contractor Name: Professional Event Services Contractor's Contact: Carolan Ferreria Contact's Email: Carolans86@gmail.com o FPPC: Check if Contractor/Consultant must file Form 700 Step RESPONSIBLE DESCRIPTION DEPARTMENT 1 Project Manager a. Email PINS Introductory Notice to Contractor b. Email contract (in Word) & attachments to City Atty c/o Laraine.Gittens@cityofsanrafael.org 2 City Attorney a. Review, revise, and comment on draft agreement and return to Project Manager b. Confirm insurance requirements, create Job on PINS, send PINS insurance notice to contractor 3 Project Manager Forward three (3) originals of final agreement to contractor for their signature 4 Project Manager When necessary, * contractor-signed agreement agendized for Council approval *P5A > $20,000; or Purchase> $35,000; or Public Works Contract> $125,000 Date of Council approval PRINT CONTINUE ROUTING PROCESS WITH HARD COPY 5 Project Manager Forward signed original agreements to City Attorney with printed copy of this routing form 6 City Attorney Review and approve hard copy of signed agreement 7 City Attorney Review and approve insurance in PINS, and bonds (for Public Works Contracts) ~ 8 City Manager / Mayor Agreement executed by Council authorized official 9 City Clerk Attest signatures, retains original agreement and forwards copies to Project Manager '"' COMPLETED DATE Click here to enter a date. Click here to enter a date. 5/17/2018 5/17/2018 5/29/2018 ~ N/A Or Click here to enter a date. 06/11/2018 C hq /1 00- It/ltl/l'? 6·-l u-I Y tp /'2S I I g REVIEWER Check/Initial ~ ~ ~ LG ~ LG ~ ~ /JJ- JJd- -~ ~~