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HomeMy Public PortalAbout16) 7G Agreement for Service with Redstar Pilots AssociationAGENDA ITEM ?.G. PARKS AND RECREATION DEPARTMENT MEMORANDUM DATE: February 17, 2015 TO: The Honorable City Council FROM: Bryan Cook , City Manager By : Cathy Burroughs , Director of Parks and Recreation Tracey Hause , Administrative Services Director SUBJECT: APPROVAL OF A VENDOR AGREEMENT FOR SERVICE WITH REDSTAR PILOTS ASSOCIATION FOR A FLYOVER IN CONNECTION WITH THE 2015 CAMELLIA FESTIVAL PARADE ON FEBRUARY 21, 2015 RECOMMENDATION: It is recommended that the City Council : 1) Approve Vendor Agreement For Service (Vendor Agreement) with Redstar Pilots Association for a flyover in connection with the 2015 Camellia Festival Parade ; 2) Authorize the City Manager to sign the Agreement; 3) Appropriate $1,323 .00 for Aircraft Liability Insurance in the amount of $1 0,000 ,000; and 4) Accept reimbursement from Temple City Camellia Festival (TCCF) in the amount of $1 ,323 .00 for the premium for Aircraft Liability Insurance in the amount of $10,000 ,000. BACKGROUND: 1. On September 16, 2014 , Donna Georgina, General Chairman for the 2015 Camell ia Festiva l announced that the Honorary Grand Marshalls for the 2015 Camellia Festival Parade would be local World War II Veterans . 2 . On December 16, 2014 , the City Council approved a request from the TCCF for support and sponsorship of the 71 st annual Camellia Festival. City Council February 17 , 2015 Page 2 of 4 3. On January 6, 2015 , the TCCF Executive Board discussed and unanimously approved a flyover for the 2015 Camellia Festival Parade by the Tiger Squadron Formation Team (Tiger Squadron), a precision formation flying team based in Southern California. 4 . On January 28 , 2015 , City staff began discussions of the proposed flyover with the California Joint Powers Insurance Authority (CJPIA) ANALYSIS: The TCCF Board has made arrangements for a flyover with five (5) aircrafts in a variety of format ions to lead the 2015 Camellia Festival Parade . It is not uncommon to start parades with a flyover, includ in g th e annual Rose Parade i n Pasadena. The Tiger Squadron has in fact participated in Santa Barbara 's Vetera n's Day Parade for many years , as well as providing flyovers at events at the Richard Nixon and Ronald Reagan Presidential Libraries . The Tiger Squadron is a precision formation f lying team made up of military pilots, instructors , airline pilots , and experienced civilian p ilots with thousands of hours of combined expe rience , an unblemished safety record , and all required formation credentia l s . Redstar Pilots Association (Redsta r) is a non-profit entity that subcontracts w ith the individual pilots of the Tiger Squadron for events like this and the CJPIA has recommended the City , as the sole sponsor of the Camellia Festival , enter i nto a Vendo r Agreement with the Redstar Pilots Association for this event. The Vendor Agreement requ i res Aircraft Liability and Workers' Compensation insurance . The pilots who subcontract with RedStar have the ir own individ ual insurance policies for Aircraft Liability, but not at the level of $10,000 ,000 that CJPIA is recommending for this event. Workers ' Compensation insurance does not apply as Redstar does not have any employees . All other sections of the City contract have been agreed to by Redstar. Since the level of coverage for Aircraft Liability was insufficient, CJPIA suggested that the City consider purchas i ng Aircraft Liabil ity insurance in the amount of $10 ,000 ,000 , covering the City's exposure as a result of hosting this type of event. The City was able to retain a quote for this coverage . CONCLUSION: In order for the flyover by the Tiger Squadron to be a part of the Camellia Festival Parade , staff is recommending the City mitigate its l iability in the event of a loss . As a result , the purchase of Aircraft Liability insurance for this event in the amount of $10 ,000 ,000 is recommended . City Council February 17 , 2015 Page 3 of 4 FISCAL IMPACT: • • The fee for Redstar to coordinate this event is $1 ,250 .00 . Funds for this fee will be covered by the TCCF . The premium for the Aircraft Liability insurance is $1 ,323 .00. It is recommended the City Council appropriate th is amount from th e General Fund , Undesignated Fund Balance , and purchase the Aircraft Liability insurance. TCCF has offered to reimburse the City of the cost of the insurance. ATTACHMENTS: A. Vendor Agreement For Service Page 1 of 13 VENDOR 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 C/O 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: 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. Page 2 of 13 B. Schedule of Payment. 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 Page 3 of 13 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 obli gations 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. Page 4 of 13 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 ar e 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: 1. 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. Page 5 of 13 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 Page 6 of 13 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: 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 (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 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 Page 7 of 13 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 Page 8 of 13 capacity in any way pertaining to any program requirement, contract or subcontract, or to any solicitation or proposal. 18. 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 To VENDOR REDSTAR PILOTS ASSOCIATION 1917 LIVONIA AVENUE 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. Page 9 of 13 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. Page 10 of 13 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: REDSTAR PILOTS ASSOCIATION, C/O GIL LIPAZ By: (Signature) (Typed Name) Its: (Title) Page 11 of 13 CITY OF TEMPLE CITY A Municipal Corporation ___________________ Bryan Cook City Manager ATTEST: ___________________ Peggy Kuo City Clerk APPROVED AS TO FORM: City Attorney By:______________________ Attachments: Exhibit A Scope of Services Exhibit B Compensation Schedule Page 12 of 13 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. Page 13 of 13 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 flyover.