HomeMy Public PortalAboutAgreement_2023-11-11 11/11/2023_Golden Eagle Aviation Service_Veteran Flyover_23-008AGREEMENT COVER SHEET
23-008
AGREEMENT .1. (Agreement #_add "C" if Council approved)
Type of Contract
ElConsultant Services n Professional Services ❑ Public Works Other:
Meeting Date of Approval (Only If Applicable)
N/A
Date
Contact Information
Name of Company:
Address:
Contact Person:
Phone Number:
Email:
Scope (Type of Project)
Golden Eagle Aviation
1150 S. Vineyard Avenue
Ontario, CA 91761
Karena Xie
Flyover for Veteran's Day
Term of Contract
11/11/2023
Beginning Date
Total Contract Amount
Vendor's Fee
Dollar Amount
Contract Reviewed By
111 City Manager ❑ Department Director
Administrative Services Director
11/11/2023
Contract Completion Date
Notes:
Q City Attorney No Changes to the Template
❑ Other:
Insurance
El Additional Insured Endorsement n Cancellation Provision ❑ General/Auto/Workman Comp.
VENDOR AGREEMENT FOR SERVICE
This VENDOR AGREEMENT FOR SERVICE ("Agreement") is made and
entered into as of November 11, 2023 (the "Effective Date"), by and between the
CITY OF TEMPLE CITY, a municipal corporation ("AGENCY"), GOLDEN EAGLE
AVIATION SERVICE CIO KARENA XIE ("VENDOR"), and JAMES AND
KARENA XIE FAMILY FOUNDATION ("SPONSOR").
RECITALS:
A. AGENCY wishes to retain the services of an experienced and qualified
VENDOR to provide three or four CJ -6, warbird flyovers for the Veterans
Day Tribute Event. Multiple passes throughout the City of Temple City.
Coordination with ground crew, flight briefing, and any ground -to -air radio
communication to be established in advance of the event by VENDOR.
SPONSOR will work directly with VENDOR to arrange the service and
VENDOR will communicate with the individual pilots to perform the
service.
B. VENDOR represents and warrants that it is qualified to perform those
services.
C. SPONSOR represents and warrants that it will cover any costs of the
services not covered by VENDOR or the individual pilots in addition to
arranging the service and otherwise overseeing VENDOR's performance
under this Agreement.
AGREEMENT:
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
November 11, 2023, after flyover.
3. COMPENSATION
VENDOR'S Fee.
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Service will be provided at no cost to the AGENCY. VENDOR and
SPONSOR may separately contract for or otherwise arrange for
compensation for the service, but AGENCY shall not be a part of or
obligated under any such contract or arrangement.
4. TERMINATION OF AGREEMENT
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 and
SPONSOR at least twenty-four (24) hours prior written notice. Upon receipt of said
notice, the VENDOR and SPONSOR 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.
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,
govemmental 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. 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 and
SPONSOR.
7. SPONSOR REPRESENTATIVE(S)
The following principal(s) of SPONSOR are designated as being the
principal(s) and representative(s) of SPONSOR authorized to act in its behalf
with respect to the work specified in this Agreement and make all decisions in
connection with this Agreement and with communications with VENDOR
regarding the performance under this Agreement:
Karena Xie
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8. INDEPENDENT CONTRACTOR
The SPONSOR and VENDOR each are, 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 SPONOR or any of the VENDOR's or SPONSOR's employees, except as
otherwise set forth in this Agreement. The VENDOR or SPONSOR 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.
9. 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.
10. VENDOR'S ACCOUNTING RECORDS; OTHER PROJECT RECORDS
Intentionally omitted.
11. 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
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determination to any reimbursement of defense costs including but not limited to
attorney's fees, expert fees and costs of litigation.
12. 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.
13. 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:
1. Aircraft Liability: Vendor shall require that 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.
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 pilots 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, pilots, or others providing
insurance evidence in compliance with these specifications to waive their right of
recovery prior to a loss. VENDOR and pilots hereby waives their 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: Pilot shall cause an endorsement to its Aircraft
Liability insurance policy to be issued naming the AGENCY, its officers, directors,
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employees and agents as additional insureds under the policy. The coverage
available to the pilot 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 pilots 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: Pilots 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
policyholders' Rating of A- (or higher) and Financial Size Category Class VII (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 (non 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: Pilot 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.
Page 5 of 12
K. Notice of Cancellation: Pilot 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 (10) 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 pilots
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, pilot 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 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.
14. SUBCONTRACTORS
Before VENDOR retains or hires a subcontractor to provide any work,
labor, or services relative to this Agreement, VENDOR must, either directly or
through SPONSOR:
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.
15. 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
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category Class VII or better, unless these requirements are waived by the
Agency Risk Manager due to unique circumstances.
16. 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
capacity in any way pertaining to any program requirement, contract or
subcontract, or to any solicitation or proposal.
17. NOTICE
A. 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
Page 7 of 12
To VENDOR
GOLDEN EAGLE AVIATION SERVICE
1150 S. VINEYARD AVE.
ONTARIO, CA 91761
Attention: KARENA XIE
To SPONSOR JAMES AND KARENA XIE FAMILY
FOUNDATION
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.
18. 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
AGENCY, SPONSOR, or VENDOR without the prior written consent of the other.
19. INTEGRATION; AMENDMENT
This Agreement represents the entire understanding of AGENCY,
SPONSOR, 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 all parties.
20. 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 any
party by reason of the authorship of this Agreement or any other rule of
construction that might otherwise apply.
21. 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
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applicable laws, but the remainder of the Agreement will remain in full force and
effect.
22. TIME OF ESSENCE
Time is of the essence in the performance of this Agreement.
23. 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.
24. COMPLIANCE WITH STATUTES AND REGULATIONS
VENDOR and pilots will be knowledgeable of and will comply with all
applicable Federal Aviation Regulations, federal, state, county and city statutes,
rules, regulations, ordinances and orders.
25. 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.
26. 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.
27. EXHIBITS
All exhibits identified in this Agreement are incorporated into the
Agreement by this reference.
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28. AUTHORITY TO EXECUTE
The persons executing this Agreement on behalf of each of the
SPONSOR and 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 SPONSOR or VENDOR, respectively; (iii) by so
executing this Agreement, the SPONSOR or VENDOR, respectively, 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
SPONSOR or VENDOR, respectively, is bound.
VENDOR: GOLDEN EAGLE AVIATION SERVICE, C/O KARENA XIE
By:
(Signature)
- Karen 4 )6e
(Typed Name)
Its: G 6 0
(Title)
SPONSOR
JAMES AND KARENA XIE FAMILY FOUNDATIONN
46520 FREMONT BLVD STE 606
FREMONT, CA. 94538
CITY OF TEMPLE CITY
A Municipal
Corporation
Bryan Cook
City Manager
ATTEST:
Ar9-5 te--(44,
Peggy Kuo
City Clerk
Page 10 of 12
APPROVED AS TO FORM:
City Attorney
By:
Attachments: Exhibit A Scope of Services
Page 11 of 12
EXHIBIT A
SCOPE OF SERVICES
Three or four CJ -6, warbird flyovers for the Veterans Day Tribute. Multiple
passes throughout the City of Temple City. Coordination with ground
crew, flight briefing, and any ground -to -air radio communication to be
established in advance of the event. All VENDOR and pilots 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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