HomeMy Public PortalAboutAgreement_2015-02-21_RedStar Pilots AssociationVENDOR AGREEMENT FOR SERVICE
This VENDOR AGREEMENT FOR SERVICE ("Agreement") is made and
entered into as of February 21, 2015 (the "Effective Date"), by and between the
CITY OF TEMPLE CITY, a municipal corporation ("AGENCY"), and REDSTAR
PILOTS ASSOCIATION CIO GIL LIPAZ ("VENDOR").
RECITALS:
A. AGENCY wishes to retain the services of an experienced and qualified
VENDOR to provide 5 -ship, warbird flyovers for the 71St Camellia Parade,
including smoke on first pass. Multiple passes on Las Tunas Drive.
Coordination with ground crew, flight briefing, and any ground -to -air radio
communication to be established in advance of the event.
B. VENDOR represents and warrants that it is qualified to perform those
services.
AGREEMENT:
r
1. SERVICES TO BE PERFORMED BY VENDOR
VENDOR will provide the services listed in the Scope of Services
attached hereto as Exhibit A. VENDOR warrants that all work and services set
forth in the Scope of Services will be performed in a competent, professional and
satisfactory manner.
2. TERM
Unless earlier terminated in accordance with Paragraph 4 below, the
Agreement will continue in full force and effect from the Effective Date through
February 21, 2015, after flyover.
3. COMPENSATION
A. VENDOR'S Fee.
For services rendered pursuant to this Agreement, VENDOR will be
paid in accordance with the Compensation Schedule attached hereto as Exhibit
B, provided, however, that in no event will the total amount of money paid the
VENDOR, for services initially contemplated by this Agreement, exceed the sum
of $1,250.00 ("Agreement Sum"), unless otherwise first approved in writing by
AGENCY.
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B. Schedule of Pam.
Provided the VENDOR is not in default under the terms of this Agreement,
upon presentation of an invoice, VENDOR will be paid the fees described in
Paragraph 3.A. above, according to the Compensation Schedule. Payment will
be due within 30 days after the date of the invoice.
4. TERMINATION OF AGREEMENT
A. The AGENCY may at any time, for any reason, with or without cause,
suspend or terminate this Agreement, or any portion hereof, by serving upon the
VENDOR at least twenty-four (24) hours prior written notice. Upon receipt of said
notice, the VENDOR shall immediately cease all work under this Agreement, unless
the notice provides otherwise. If the AGENCY suspends or terminates a portion of
this Agreement, such suspension or termination shall not make void or invalidate the
remainder of this Agreement.
B. In the event this Agreement is terminated pursuant to this Section, the
AGENCY shall pay to VENDOR the actual value of the work performed up to the
time of termination, provided that the work performed is of value to the AGENCY.
Upon termination of the Agreement pursuant to this Section, the VENDOR will submit
an invoice to the AGENCY pursuant to Section 3.
5. FORCE MAJEURE
If any party fails to perform its obligations because, of strikes, lockouts,
labor disputes, embargoes, acts of God, inability to obtain labor or materials or
reasonable substitutes for labor or materials, governmental restrictions,
governmental regulations, governmental control, judicial orders, enemy or hostile
governmental action, civil commotion, fire or other casualty, or other causes
beyond the reasonable control of the party obligated to perform, then that party's
performance shall be excused for a period equal to the period of such cause for
failure to perform.
6. RETENTION OF FUNDS '
VENDOR authorizes AGENCY to deduct from any amount payable to
VENDOR (whether or not arising out of this Agreement) any amounts the
payment of which may be in dispute or that are necessary to compensate
AGENCY for any losses, costs, liabilities, or damages suffered by AGENCY, and
all amounts for which AGENCY may be liable to third parties, by reason of
VENDOR's acts or omissions in performing or failing to perform VENDOR's
obligations under this Agreement. In the event that any claim is made by a third
party, the amount or validity of which is disputed by VENDOR, or any
indebtedness exists that appears to be the basis for a claim of lien, AGENCY
may withhold from any payment due, without liability for interest because of the
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withholding, an amount sufficient to cover the claim. The failure of AGENCY to
exercise the right to deduct or to withhold will not, however, affect the obligations
of VENDOR to insure, indemnify, and protect AGENCY as elsewhere provided in
this Agreement.
7. AGENCY REPRESENTATIVE
Bryan Cook, City Manager, is designated as the "Agency Representative",
authorized to act in its behalf with respect to the work and services specified in
this Agreement and to make all decisions in connection with this Agreement.
Whenever approval, directions, or other actions are required by AGENCY under
this Agreement, those actions will be taken by the Agency Representative,
unless otherwise stated. The AGENCY's City Manager has the right to designate
another Agency Representative at any time, by providing notice to VENDOR.
8. VENDOR REPRESENTATIVE(S)
The following principal(s) of VENDOR are designated as being the
principal(s) and representative(s) of VENDOR authorized to act in its behalf with
respect to the work specified in this Agreement and make all decisions in
connection with this Agreement:
Gil Lipaz
9. INDEPENDENT CONTRACTOR
The VENDOR is, and at all times will remain as to AGENCY, a wholly
independent contractor. Neither AGENCY nor any of its officials, employees or
agents will have control over the conduct of the VENDOR or any of the
VENDOR's employees, except as otherwise set forth in this Agreement. The
VENDOR may not, at any time or in any manner, represent that it or any of its
agents or employees are in any manner agents or employees of AGENCY.
10. OTHER LICENSES AND PERMITS
VENDOR warrants that it has all professional, contracting and other
permits and licenses required to undertake the work contemplated by this
Agreement.
11. VENDOR'S ACCOUNTING RECORDS; OTHER PROJECT RECORDS
Intentionally omitted.
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12. INDEMNIFICATION
VENDOR shall indemnify, defend, and hold harmless the AGENCY, and
its officers, employees and agents, from and against any and all causes of
action, claims, liabilities, obligations, judgments, or damages, including
reasonable legal counsels' fees and costs of litigation ("claims"), arising out of the
VENDOR's performance of its obligations under this Agreement or out of the
operations conducted by VENDOR, including the AGENCY's active or passive
negligence, except for such loss or damage arising from the sole negligence or
willful misconduct of the AGENCY. In the event the AGENCY indemnitees are
made a party to any action, lawsuit, or other adversarial proceeding arising from
VENDOR's performance of this Agreement, the VENDOR shall provide a
defense to the AGENCY indemnitees or at the AGENCY's option, reimburse the
AGENCY indemnities their costs of defense, including reasonable legal fees,
incurred in defense of such claims.
Payment by AGENCY is not a condition precedent to enforcement of this
indemnity. In the event of any dispute between VENDOR and AGENCY, as to
whether liability arises from the sole negligence of the AGENCY or its officers,
employees, or agents, VENDOR will be obligated to pay for AGENCY's defense
until such time as a final judgment has been entered adjudicating the AGENCY
as solely negligent. VENDOR will not be entitled in the absence of such a
determination to any reimbursement of defense costs including but not limited to
attorney's fees, expert fees and costs of litigation.
13. NON -LIABILITY OF AGENCY OFFICERS AND EMPLOYEES
No officer or employee of AGENCY will be personally liable to VENDOR,
in the event of any default or breach by the AGENCY or for any amount that may
become due to VENDOR.
14. INSURANCE
A. The City will, at its own option, purchase the relevant insurance and
that the vendor and its employees, officers, officials and agents will
cooperate with providing such information as is necessary for the City to
procure the needed policies:
I. Aircraft Liability: Each pilot shall provide evidence of aircraft
liability insurance with a minimum limit of $1,000,000.00 per accident and
aggregate covering liability for bodily injury (including death), passenger
liability and property damage liability. Coverage should also be provided
for bodily injury and/or property damage to individuals who are not
passengers. If Contractor or Subcontractor leases or charters aircraft with
crew and/or pilot, non -owned aircraft liability insurance will be acceptable
but must be provided prior to use of aircraft.
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2. Workers' Compensation: If the vendor is a sole proprietor, a signed
declaration of sole proprietor form must be completed and submitted to
the AGENCY.
B. The insurance provided by VENDOR will be primary and non-
contributory.
C. C. Waiver of Subrogation: All insurance coverage maintained or
procured pursuant to this Agreement shall be endorsed to waive subrogation
against AGENCY, its elected or appointed officers, agents, officials, employees
and volunteers or shall specifically allow VENDOR or others providing insurance
evidence in compliance with these specifications to waive their right of recovery
prior to a loss. VENDOR hereby waives its own right of recovery against
AGENCY, and shall require similar written express waivers and insurance
clauses from each of its subcontractors, subconsultants or any other entity or
individual performing services on behalf of VENDOR under this Agreement.
D. Additional Insured: VENDOR shall cause an endorsement to its
General Liability and Aircraft Liability insurance policy to be issued naming the
AGENCY, its officers, directors, employees and agents as additional insureds
under the policy. Such endorsement shall be on a 2010 11 85 form or similar
form approved by AGENCY, providing coverage for ongoing operations and
completed operations of VENDOR. The coverage available to the VENDOR as
the named insured under any policy of insurance required by this Agreement
shall be equally applicable to the AGENCY, its officers, directors, employees and
agents as additional insureds.
E. Proof of Insurance: VENDOR shall provide certificates of insurance
and all endorsements required under this Agreement to AGENCY as evidence of
insurance coverage. Insurance certificates and endorsements must be approved
by AGENCY's Risk Manager prior to commencement of performance. Current
certification of insurance shall be kept on file with AGENCY at all times during the
term of this Agreement. AGENCY reserves the right to require full and complete,
certified copies of all required insurance policies, at any time, and VENDOR
agrees to cooperate with AGENCY in obtaining the same.
F. Duration of Coverage: VENDOR shall procure and maintain for the
duration of this Agreement, insurance against claims for injuries to persons or
damages to property, which may arise from or in connection with the
performance of the work under this Agreement by VENDOR, its agents,
representatives, employees, subcontractors or subconsultants.
G. Acceptable Insurers: All insurance policies shall be issued by an
insurance company currently authorized by the Insurance Commissioner to
transact business of insurance in the State of California, with an assigned
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policyholders' Rating of A- (or higher) and Financial Size Category Class V11 (or
larger) in accordance with the latest edition of Best's Key Rating Guide, unless
otherwise approved by the Agency's Risk Manager.
H. Enforcement of contract provisions fnon estoppel): Vendor
acknowledges and agrees that any actual or alleged failure on the part of the
Agency to inform Vendor of noncompliance with any requirement imposes no
additional obligations on the Agency nor does it waive any rights hereunder.
I. Specifications not limiting: Requirements of specific coverage
features or limits contained in this Section are not intended as a limitation on
coverage, limits or other requirements, or a waiver of any coverage normally
provided by any insurance. Specific reference to a given coverage feature is for
purposes of clarification only as it pertains to a given issue and is not intended by
any party or insured to be all inclusive, or to the exclusion of other coverage, or a
waiver of any type.
J. Additional insurance: Vendor shall also procure and maintain, at
its own cost and expense, any additional kinds of insurance, which in its own
judgment may be necessary for its proper protection and prosecution of the
Work.
K. Notice of Cancellation: VENDOR agrees to oblige its insurance
agent or broker and insurers to provide to AGENCY with a thirty (30) day written
notice of cancellation (except for nonpayment for which ten (1 0) day written
notice is required) or nonrenewal of coverage for each required coverage under
this Agreement.
L. Timely Notice of Claims: VENDOR shall give AGENCY prompt and
timely written notice of claims made or suits initiated that arise out of or result
from VENDOR's performance under this Agreement, and that involve or may
involve coverage under any of the required liability policies under this Agreement.
M. Any self-insured retentions and/or deductibles under any of
VENDOR's policies of insurance required under this Agreement must be
declared to and approved by the AGENCY. AGENCY reserves the right to
require that self-insured retentions be eliminated, lowered or replaced with a
deductible. Self-insurance will not be considered to comply with these
specifications unless approved in writing by AGENCY. If AGENCY approves a
self-insured retention and/or a deductible exists, VENDOR hereby agrees to
obtain an endorsement to its policy authorizing the AGENCY, as an additional
insured, to satisfy and pay the self-insured retention and/or deductible in the
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event the VENDOR, for whatever reason whatsoever, does not pay the amount
of self-insurance or deductible.
N. In the sole discretion of the AGENCY, VENDOR may be required to
obtain payment and/or performance bonds for the value of this Agreement and
covering the work under this Agreement.
15. SUBCONTRACTORS
Before VENDOR retains or hires a subcontractor to provide any work,
labor, or services relative to this Agreement, VENDOR must:
1. Present the name and identifying information of the subcontractor
that will provide any work, labor, or services to AGENCY;
2. Secure from the subcontractor evidence of insurance coverage that
meets with this Agreement including naming the AGENCY as an
additional insured as required by this Agreement, unless such requirement
is waived in writing by the Agency Risk Manager as provided in Paragraph
17 below.
16. SUFFICIENCY OF INSURERS
Insurance required by this Agreement will be satisfactory only if issued by
companies admitted to do business in California, rated "A" or better in the most
recent edition of Best's Key Rating Guide, and only if they are of a financial
category Class VII or better, unless these requirements are waived by the
Agency Risk Manager due to unique circumstances.
17. CONFLICT OF INTEREST
No officer or employee of the AGENCY may have any financial interest,
direct or indirect, in this Agreement, nor may any officer or employee participate
in any decision relating to the Agreement that effects the officer or employee's
financial interest or the financial interest of any corporation, partnership or
association in which the officer or employee is, directly or indirectly interested, in
violation.of any law, rule or regulation.
No person may offer, give, or agree to give any officer or employee or
former officer or employee, nor may any officer or employee solicit, demand,
accept, or agree to accept from another person, a gratuity or an offer of
employment in connection with any decision, approval, disapproval,
recommendation, preparation or any part of a program requirement or a
purchase request, influencing the content of any specification or procurement
standard, rendering of advice, investigation, auditing, or in any other advisory
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capacity in any way pertaining to any program requirement, contract or
subcontract, or to any solicitation or proposal.
18. NOTICE
X All notices, requests, demands, or other communications under this
Agreement will be in writing. Notice will, be sufficiently given for all purposes as
follows:
1. Personal delivery. When personally delivered to the recipient:
notice is effective on delivery.
2. First Class mail. When mailed first class to the last address of the
recipient known to the party giving notice: notice is effective three mail
delivery days after deposit in an United States Postal Service office or
mailbox.
3. Certified mail. When mailed certified mail, return receipt requested:
notice is effective on receipt, if delivery is confirmed by a return receipt.
4. Overnight delivery. When delivered by an overnight delivery
service, charges prepaid or charged to the sender's account: notice is
effective on delivery, if delivery is confirmed by the delivery service.
5. Addresses for purpose of giving notice are as follows:
To AGENCY: City of TEMPLE CITY
9701 LAS TUNAS DR.
TEMPLE CITY, CA 91780
Attention: BRYAN COOK, CITY MANAGER
To VENDOR REDSTAR PILOTS ASSOCIATION
1917 LIVONIAAVENUE
LOS ANGELES, CA 90034
Attention: GIL LIPAZ
B. Any correctly addressed notice that is refused, unclaimed, or
undeliverable because of an act or omission of the party to be notified, will
be deemed effective as of the first date the notice was refused, unclaimed
or deemed undeliverable by the postal authorities, messenger or overnight
delivery service.
C. Either party may change its address by giving the other party notice
of the change in any manner permitted by this Agreement. Any change in,
address that is not provided to the other party will not void delivery of any
notice under this Agreement, and delivery to the last known address shall
be deemed sufficient for notice under this Agreement.
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19. PROHIBITION AGAINST ASSIGNMENT AND SUBCONTRACTING
This Agreement and all exhibits are binding on the heirs, successors, and
assigns of the parties. The Agreement may not be assigned or subcontracted by
either AGENCY or VENDOR without the prior written consent of the other.
20. INTEGRATION; AMENDMENT
This Agreement represents the entire understanding of AGENCY and
VENDOR as to those matters contained in it. No prior oral or written
understanding will be of any force or effect with respect to the terms of this
Agreement. The Agreement may not be modified or altered except in writing
signed by both parties.
21. INTERPRETATION
The terms of this Agreement should be construed in accordance with the
meaning of the language used and should not be construed for or against either
party by reason of the authorship of this Agreement or any other rule of
construction that might otherwise apply.
22. SEVERABILITY
If any part of this Agreement is found to be in conflict with applicable laws,
that part will be inoperative, null and void insofar as it is in conflict with any
applicable laws, but the remainder of the Agreement will remain in full force and
effect.
23. TIME OF ESSENCE
Time is of the essence in the performance of this Agreement.
24. GOVERNING LAW; .JURISDICTION
This Agreement will be administered and interpreted under the laws of the
State of California. ,Jurisdiction of any litigation arising from the Agreement will
be in a court of competent jurisdiction within the County in which AGENCY is
located.
25. COMPLIANCE WITH STATUTES AND REGULATIONS
VENDOR will be Knowledgeable of and will comply with all applicable
Federal Aviation Regulations, federal, state, county and city statutes, rules,
regulations, ordinances and orders.
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26. WAIVER OF BREACH
No delay or omission in the exercise of any right or remedy by a
nondefaulting party on any default will impair the right or remedy or be construed
as a waiver. A party's consent or approval of any act by the other party requiring
the party's consent or approval will not be deemed to waive or render
unnecessary the other party's consent to or approval of any subsequent act. Any
waiver by either party of any default must be in writing and will not be a waiver of
any other default concerning the same or any other provision of this Agreement.
27. ATTORNEY'S FEES
Except as provided for in Paragraph 15, in any dispute, litigation,
arbitration, or other proceeding by which one party either seeks to enforce its
rights under this Agreement (whether in contract, tort or both) or seeks a
declaration of any rights or obligations under this Agreement, the prevailing party
will be awarded reasonable attorney's fees, together with any costs and
expenses, to resolve the dispute and to enforce any judgment, including post
judgment attorney's fees costs and expenses and any attorneys' fees or costs
incurred on appeal of any judgment.
28. EXHIBITS
All exhibits identified in this Agreement are incorporated into the
Agreement by this reference.
29. VENDOR'S AUTHORITY TO EXECUTE
The persons executing this Agreement on behalf of the VENDOR warrant
that (i) the VENDOR is duly organized and existing under the appropriate State
laws; (ii) they are duly authorized to execute this Agreement on behalf of the
VENDOR; (iii) by so executing this Agreement, the VENDOR is formally bound to
the provisions of this Agreement; and (iv) the entering into this Agreement does
not violate any provision of any other Agreement to which the VENDOR is bound.
VENDOR: R PILOTS OCIATION, CIO GIL LIPAZ
By:
Signature)
67',l
(Typed Name)
Its: i Ie--,,,1vre r�rr1
(Title)
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CITY OF TEMPLE CITY
A Municipal
Corporation
Bryan Cook
City Manager
U0,6,60AN .L
Peggy r dr
City Clerk
APPROVED AS �YTOFRM:
City Attorne
By.! q./
Attachments: Exhibit A Scope of Services
Exhibit B Compensation Schedule
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California All -Purpose Certificate of Acknowledgment
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the
document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.
State of California
County of Lo S j s.s.
On '2, before me,_ r (A � a G,t,, „�
1Jr=r3:c a IJolary I'r- ,lir„ Fico
personally appeared
Pdariirr of .`.;ic,nrri i; i)
W ]nv e of S!{;IlI's (7)
who proved to me on the basis of satisfactory evidence to be the person(s-) whose name)
is/ay6 subscribed to the within instrument and acknowledged to me that helsh'6/they executed
the same in his/Vr/therr authorized capacity{0, and that by his/hpdtheif signatureWon the
instrument the person(4, or the entity upon behalf of which the person(4 acted, executed the
instrument.
I certify under PENALTY OF PERJURY under the laws
of the State of California that the foregoing paragraph is
true and correct.
FOR000H IRANPOUR<
66
WITNESS my hand and official seal. NOTARYPURICCA$fORNIA
LOS ANGELES COUNTY `
>1 wa•wwcrF Crmm. EXfi. DCI , 2015i
Si(�nalurra of iVolruq Pohl
OPTIONAL INFORMATION
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Description of Attached Document
The preceding Certificate of Acknowledgment is attached to a
document titled/for the purpose of
containing pages, and dated
The signer(s) capacity or authority islare as:
❑ Individual(s)
❑ Attorney-in-fact
❑ Corporate Officers)
❑ Guard ianlConservator
❑ Partner - Limited/General
❑ Trustee(s)
-1 Other:
representing:
M 0=r t�I, ,..r.
Method of Signer Identification
Proved to me on the basis of satisfactory evidence:
❑ form(s) of identification ❑ credible witnesses)
Notarial event is detailed in notary journal on:
Page # Entry #
Notary contact:
Other
❑ Additional Signer ❑ Signer(s) Thumbprints(s)
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EXHIBIT A
SCOPE OF SERVCIES
5 -ship, warbird flyovers for the 71St Camellia Parade, including smoke on
first pass. Multiple passes on Las Tunas Drive. Coordination with ground
crew, flight briefing, and any ground -to -air radio communication to be
established in advance of the event. All VENDOR service is to be in
compliance with Federal Aviation and all applicable federal, state, county
and city statutes, rules, regulations, ordinances and orders.
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EXHIBIT B
COMPENSATION SCHEDULE
5 -ship, warbird flyovers
Unit price - $250.00 x 5 = $1,250.00
In the event that weather or mechanical issues prevent the flyover, VENDOR will
attempt to contact AGENCY to inform of non -arrival. Payment will be sent after
the date of the event in order to avoid a need to return funds for a cancelled cv\�
flyover,��
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