HomeMy Public PortalAbout12) 7I Approval of a Vendor Agreement for Service with Golden Eagle Aviation Servive Inc. Veterans Day CelebrationAGENDA
ITEM 7.1.
PARKS AND RECREATION DEPARTMENT
MEMORANDUM
DATE: October 20, 2015
TO: The Honorable City Council
FROM: Bryan Cook , City Man age r
By : Tracey Haus e , Administrative Services Dire ctor
SUBJECT: APPROVAL OF A VENDOR AGREEMENT FOR SERVICE WITH GOLDEN
EAGLE AVIATION SERVICE INC . FOR A FLYOVER DURING THE
VETERAN'S DAY CELEBRATION
RECOMMENDATION:
It is recommend e d that th e City Cou ncil :
a) Approve a Vendor Agreement Fo r Service (Ven dor Agreement) with Golden Eagle
Av iation Service In c. (Go ld en Eag le) f o r a flyove r during the City's Veteran 's Day
Celebration ;
b) Authorize the City Manag er to sig n th e Agreement.
BACKGROUND:
On August 24 , 20 15 , City staff began di sc ussio ns rega rding the proposed fly over w ith the
California J oi nt Powers In sura nce Authority (CJPIA).
ANALYSIS:
The City of Temple City will be spo nso ring a V ete rans Day Celebration on November 11 ,
20 15 . One of the highlights of the eve nt will be a flyover by a squadron from Golden
Eagle Aviation Service. In addition to th e flyover, the event will feature patriotic music, a
key note speaker, ve tera n recognition a nd lunch .
S in ce Golden Eag le Avi ation is a non -profit enti ty that subcontracts with the individual
pilots for simi lar eve nts and th e CJP IA has rec omme nded the City , as the sole sponsor of
the Vete ran 's Day Ce leb ration , ente r int o a Vendor Agreement with the Golden Eag le
Av iation .
City Council
October 20 , 2015
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The Vendor Agreement requires Aircraft Liability and Workers' Compensation insurance .
The pilots who subcontract with Golden Eagle have their own individual insurance policies
for Aircraft Liability, but not at the level of $10 ,000 ,000 that CJPIA is recommend i ng for
this event. Workers' Compensation insurance does not apply, as Golden Eagle does not
have any employees . All other sections of the City contract have been agreed to by
Golden Eagle .
Since the level of coverage for Aircraft Liabil ity was insufficient , CJPIA suggested that the
City consider purchasing Airc raft Liability Insurance in the amount of $10 ,000 ,000 , to
cover the City 's aircraft exposure as a result of hosting this type of event. The City was
able to retain a quote for this coverage . The premium is $687 .00 .
CONCLUSION:
In order for the flyover by the Golden Eagle to be a part of the City's Veteran 's Day
celebration a ctivities , staff is recommending the City mitigate its l iabil ity 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.
FISCAL IMPACT:
The premium for the Aircraft Liability Insurance is $687 .00 . The Fiscal Year (FY ) 2015-16
City Budget included $5 ,000 in Recreation/Human Services Division Budget (Account No .
01-940-57-4630) for the Veteran 's Day Celebration . It is reco m mended the p rem ium for
the Aircraft Liability Insurance come from this budgeted appropriation .
ATTACHMENT:
A. Vendor Agreement For Service
VENDOR AGR EEME NT FOR SERVIC E
Th is VENDOR AGREEMENT FOR SERVICE ("Agreement") is made and
en tered into as of November 11, 2015 (the "Effective Date"), by and between the
CITY OF TEMPLE CITY , a municipal corporation ("AG ENCY"), and GOLDEN
EAGLE AVIATION SERVICE C/0 KARENA CHUANG ("VENDOR").
RECI TALS :
A. AGENCY w ishes to retain the serv ices of an expe rienced and qua lified
VENDOR to provide three or four CJ -6 , warbird flyovers for the Veteran s
Day Tribute Event. Multiple passes over Temple City Park . Coordination
with ground crew , f light b riefing, and any ground-to-air radio
communication to be established in advance of the event by VE NDOR.
VENDOR wil l work directly with t h e individua l pilots to perform the service .
B . VENDOR represents and warrants that it is qua lified to perform those
services .
AGREEMENT:
1 . SERVIC ES TO B E P E R FORMED B Y V E NDOR
VENDOR will provid e th e services listed in th e Scope of Services
attached hereto as Exhibit A . VENDOR warra nts that all work and services set
forth in the Scope of Services will be performed in a competent, profess ional and
satisfactory mann e r.
2 . TERM
Un less earlier terminated in accordance with Paragraph 4 below, the
Agreement will con t inue in full force and effect from the Effective Date through
November 11 , 2015, after flyover.
3. COMPE NSATION
VENDOR 'S Fee .
Service will be provided at no cost to the AGENCY.
4. TE RM INA 1:10N O F AGR EE MEN T
The AGENCY may at any time , for any reason, with or without ca us e, suspend or
terminate this Agreement, or any portio n hereof, by serving upon the VENDOR at
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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.
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 ho stile
governmental action, civil commotion , fire or other casua lty, or other causes
beyond the reasonable control of the party obligated to perform, then that party's
performance sha ll be excused for a period equa l to the period of such cause for
fai lure 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 t o make all decisions in connection wi t h this Agreement.
Whenever approva l, directions, or other actions are required by AGENCY under
this Agreement , those actions will be taken by the Agency Representative,
unless otherwise sta ted . The AGE NCY's City Manager has the right to designate
another Agency Representative at any ti me , by providing notice to VENDOR.
7. 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 a ll decisions in
connection with this Agreement:
Karena Ch uang
8. INDEPENDENT CONTRACTOR
The VENDOR is, and at a ll times will remain as to AGENCY , a wholly
independent contractor. Neither AGENCY nor any of its officials , employees or
agents will have co ntrol over the conduct of the VENDOR or any of the
VENDOR 's emp loyees, except as ot herwi se 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.
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9 . OT HER LICENSES AND PERMITS
VENDOR wa rrants that it has a ll professiona l, contracting and other
pe rmits and licenses req ui red to undertake the work con templated by t his
Agreement.
10 . VENDOR'S ACCOUNTING RECORDS ; OTHER PROJECT RECORDS
Intentionally omitted.
11. INDEMNIFICATION
VE N DOR s ha ll in demnify, defe nd , and hold harm less the AGE NCY, and
it s officers, emp loyees and agents, f rom and aga ins t a ny an d a ll ca u ses o f
act ion, claims, liabi liti es, ob ligations, j ud gments, or damages, i ncluding
reasonable lega l co u nse ls' fees and costs of litigation ("claims "), arising o ut of the
VE N DOR 's perform a n ce of it s ob liga t io ns under this Agree m ent or o ut of th e
operations conduc t ed by VE N DOR, inc luding the AGENCY's act ive or pass ive
negligence, except fo r such loss or damage arising from t he sole neg ligence or
w ill f ul misconduct o f the AGE NCY . In the event the AG EN CY indemnitees ar~
made a pa rt y to a ny acti on , lawsu it, o r other adve rsaria l proceeding arisi ng from
VENDOR's perfo rmance of this Agreement, the VE N DOR sha ll provide a
defense to the AGENCY indemnitees o r at the AGENCY's option, reimb urse the
AGE NCY i ndem niti es t heir costs of defen se, i nclud in g reasonab le lega l fees ,
incu rred in def ense of such claims.
Payment by AGENCY is not a condition precedent to enforcemen t of this
i ndemnity. In t he even t of a ny disp ute bet ween VE N DOR and AGE NCY, as to
wheth e r liability a r ises from the sole negligence of the AGE N CY or its officers ,
emp loyees , or agent s, VENDOR will be obligated to pay f or AGENCY's defense
u ntil such time as a fin al judgment has been entered adjud icatin g t he AGE NCY
as solely neg ligent. V ENDOR wi ll not be en t itl ed in the absence of suc h a
de term ination to any reimbursement of defense costs inc luding but no t lim ited to
attorney's fees , expert fees and costs of litigation .
12. NON -LIABILITY OF AGENCY OFFICERS AND EMPLOYEES
No officer o r e m ployee of AGE NCY will be perso n ally liable to VEN DOR,
in t he event of any default or breach by th e AGENCY or for any amount t hat may
become due to VENDOR.
13 . INSURANCE
A . The Ci ty wil l, at its own op t ion, pu rchase the relevant insurance and
that the vendor and its employees, offi cers, offic ials a n d agen t s will cooperate with
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providing such information as is necessary for th e City to p rocure the needed
po li cies :
1. Aircraft Liab ility : Vendor shall require that ea ch pilot shall prov ide
evidence of ai rcraft liability ins uran ce with a mini mum limit of
$1 ,000 ,000.00 per accident and aggregate covering liabi li t y for bodily
injury (i ncluding death), passenger li ability and prop erty damage liabi l ity .
Coverage should also be provided for bod il y injury and/or property
damage to individuals who are not passengers . If Contractor or
Subcontractor leases or cha rters aircraft wi th crew a nd/or p ilot, non -own ed
aircraft li ability i nsurance will be acceptable but must be provided prior to
us e of aircra ft.
2 . W ork e rs ' Compe nsat ion : If the ve nd o r is a s ole proprietor, a sig ned
declaration of sole propri etor form must be co mpleted and subm itted to
th e AGENCY.
B. The ins ura nce provided by p ilo ts w i ll be primary and non -
contributory .
C. C. Wa iver of Subrogation: All in sura nc e cove ra ge mainta ined or
proc ured pursuant to t his Agreement shall be en d orse d to waive subrogation
against AGE NCY, its elected or appointed officers, agents, officials , emp loyees
and vol unteers or sha ll specifically allow VENDOR , pi lo ts, or others provi ding
in suran ce evide nce in compliance with th ese specifications to waive their right of
recovery prior to a l oss . VENDOR and pilots hereby wa iv es t heir own right of
recovery against AGEN CY, and shall require simi lar written express waivers and
insurance clauses from each of its subcontractors, subco nsultants o r any ot her
e ntity or ind ividual performing services on be half of VE ND OR u nd e r this
Agreem e nt.
D. Additional In sured : Pilot shall cause an en dors ement to its Aircraft
Liabi lity ins uran ce policy to be issue d naming the AGENCY, its officers , di rectors ,
e mployees and agents as additional in sureds und er the policy . The coverage
availab le to th e pilot as th e named ins ured und er a ny policy of insurance requ ired
by th is Agreement s hall be eq uall y app li cable to the AGENCY , its office rs,
directo rs , employees and agents as add itional i nsure ds .
E. Proof of In surance : VENDOR shall provide p i lots certificat es of
insurance and all endorsements re qui red under this Agreement t o AGENCY as
evidence of i nsurance coverage . Insu ran ce certificates and endorsements must
be approved by AGE NCY's Risk Manager prior to commencement of
performance . Current certification of i nsuran ce shall be kept on file with
AGENCY at all times during t he term of th is Agreeme nt. AGENCY reserves the
right to req ui re full and com pl ete , ce rtified cop ie s of all required insurance
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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 , insura nce against claims for injuri es to persons or
damages to property, which may arise from or in connection with the
performance of th e work under this Agreement by VENDOR, its agents ,
repres en tative s, 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, unlesB
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 th e
Agency to inform Vendor of noncompliance with any requirement imposes no
additional obligat ions on the Agency nor does it waive any rights hereunder.
I. Specifications not limiting : Requirements of specific coverage
fea tures or limits contained in this Section a re not int ended as a limita tion on
coverage, limits or other requirements , or a waiver of a ny co verage normally
provided by any insurance . Specific reference to a given coverage feature is for
purposes of clarifica tion only as it pertains to a given is sue 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 typ e.
J . Additional insurance : Pilot sha ll a lso procure and maintain, at its
own cost and expe nse, any additional kinds of insurance, which in its own
judgment may be necessary for its proper protection and prosecu ti on of the
Work .
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 nonpaym en t for which ten ( 1 0) day written notice is
required) or nonrenewal of coverage for each required cove rage unde r this
Agreement.
L. Timely Noti<;:e of Claims: VENDOR shall give AGENCY prompt and
tim e ly written notice of claims made or suits initiated that arise out of or result
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f rom VE NDO R's performance under thi s Agreement, and that involve or may
involve coverage und er any of the required liability poli cies under this Agreement.
M. Any se lf-in sured reten t ions and/or deductibles under any of pi lots
polic ies of insurance required under this Agreement must be declared to and
app roved by the AGENCY . AGENCY reserves the right t o require that self-
insu red retentions be e lim ina t ed , lowered or replaced wi th a deductib le . Self-
ins uran ce will not be considered to co mply wi th th ese specifications unl ess
approved in writing b y AGENCY . If AGE NCY approves a self-insured retention
and/or a deduct ib le exists , pilot hereby agrees to obtain an endorsement to its
policy au th orizing the AGENCY, as an additional insured , to satisfy and pay the
se lf-i nsured reten tion and/or deductible in th e even t th e VENDOR , for whatever
reason wha t soeve r, does not pay the amount of self-i nsurance or deductible.
N. In the sole discretion of th e AGENCY, VENDOR may be required to
obtain payment and/or performance bonds fo r t he va lue of thi s Agreement and
cove ring t he work und er th is Agreeme nt.
14. SUBCONTRACTORS
Before VENDOR retains or hires a subcontractor to provide any work,
labor, o r services re lative to thi s Agree m en t , VENDOR mu st:
1. Presen t th e name and identifyi ng i nformation of t he subc o ntractor
t hat will provide any work, labor, or services to AGENCY;
2. Secure from the subcon tr acto r ev id ence of insurance coverage t hat
meets with th is Agreement incl ud in g naming the AGENCY as an
additional insured as required by th is Agreeme nt , unless such require ment
is waived in writ ing by t he Age ncy Risk Manager as provided in Paragraph
17 below .
15. SUFFICIENCY OF INSURERS
In s u rance required by t his Agreemen t w ill be sa tisfac tory on ly if iss ued by
companies admitte d to do business in California , ra ted "A" or be tter in the most
rec e nt edition of Best's Key Ra t ing Gu id e, and only if t hey are of a financial
ca t egory C lass V II or better, unless these requirements a re waive d by the
Agency Risk Manage r due to unique c ircu m stances.
16. CONFLICT OF INTEREST
No officer or e m ployee of the AGENCY ma y have any financial interest ,
di rect or indi rect, in thi s Agre ement, no r m ay any officer or employee participate
in any decision relating to the Agreement that effects the office r or employee 's
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financial interest or the financial interest of any corporatio n, partnership or
association in w h ic h th e officer or em ployee is, d irect ly or indirectly interested , in
vio lation of any law, rule or regulation .
No person may offer, give , or agree to give any officer or employee or
f orm er office r or em p loyee , nor may any officer or employee solicit , demand,
accept, or ag ree to accept from another pe rson , a gratuity or an offer of
employment in co nnection with any decision, approva l, disapproval ,
recommendat ion , preparation or any part of a program requ irement or a
purchase request, influencing t he co ntent of any speci fi cat ion or procurement
sta ndard , rend ering of advi ce, investigation, auditing , or in any other advisory
ca pacity in any way pertain ing to any program require m ent , contract or
s ub contra ct, or t o any so li c itation o r proposa l.
17. NOTICE
A. A ll notices, requests, demands , or other communications under this
Ag reement wi ll be in writing . Notice will be sufficiently given fo r all purposes as
fo llows:
1. Personal delivery . Whe n personally delivered to the recipie nt:
notice is effectiv e on delivery .
2 . First Class mail. When mai led first class to t he last add ress of the
recipient known to th e party giving notice : notice is effective thre e mail
de li very days after deposit in an United States P osta l Service office or
mailbox.
3. Certifi e d mai l. W hen mailed ce rtifi ed mail, return rece ipt requested :
notice is effective on receipt, if de liv e ry is co nfirmed by a re turn rece ip t
4. Overnight delivery. When delive red by an overn ight delivery
service , charge s prepaid or charg ed to the se nd e r's account: notice is
effective on del ive ry , if delivery is co nfirm ed by the d el ivery service.
5. Addresses for purpose of giving notice a re as f ol lows :
T o AGE NCY :
T o VENDOR
City of T EMPLE C ITY
970 1 LAS TU NAS DR.
TE MPLE CITY , CA 9 1780
Attention : BRYAN COOK, CITY MANAGER
GO LDEN EAGLE AVIATION SERVICE
1 150 S. VINEYARD AVE.
ONTARIO, CA 91761
A ttention : KARENA CHU ANG
B. Any cor rectly ad dressed noti ce that is refu sed, unclaimed , or
undeliverable b eca use of an act or omissio n of the party to be notified , will
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be deemed effective as of the first date the notice was refused , unclaimed
or deemed unde liverable by the postal authorities, messenger or overnight
delivery serv ice .
C. Eithe r party may change its address by giving the other party notice
of the cha nge in any manner permitted by th is Ag reement. Any change in
address that is not provided to the other party will not void delivery of any
notice under thi s Agreement, and delivery to the la st known address shall
be deemed sufficient for no ti ce under this Agreement.
18. PROHIBITION AGAINST ASSIGNMENT AND SUBCONTRACTING
This Agreement and all exhibits a re binding on the heirs, successors , and
ass igns of the parties. The Agreement may not be assigned or subcontracted by
either AGE NCY or VENDOR without the prior written consent of t he other.
19. INTEGRATION; AMENDMENT
This Agree ment represents the en ti re understanding of AGENCY and
VE NDOR as t o those matters contained in it. No prio r oral or written
u nd erstanding will b e of a ny force or effect with respect t o the t erms of this
Ag reement. The Agreement may not be modified or altered except in writing
signed by both parties.
20 . INTERPRETATION
The terms of this Agreement shou ld be construed in accordance with the
meaning of the lang uage used and should not be construed for or against ei t he r
party by reason of th e authorship of this Agreement or a ny other rule of
construct io n that might otherwise app ly.
21. SEVERABILITY
If any part of this Agreement is fou nd to be in co nflict with applicable la .rvs,
that part will be inoperat ive , null and voi d insofar as it is in conflict with any
applicab le laws , but the remainder of the Agreement will re main in full force and
effect.
22. TIME OF ESSENCE
Tim e is of the essence in the performance of this Agreement.
23 . GOVERNI~G LAW; JURISDICTION
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This Agreement wil l be administered and interpreted under the laws of the
State of Cal ifornia . Jurisdiction of any litigation arising from the Agreement will
be in a court of competent jurisdiction within the County in which AGENCY is
l ocated .
24 . COMPLIANCE WITH ST AT UTES AND REGULATIONS
VENDOR and pilots will be knowledgeable 1of and will comp ly with all
applicable Federal Aviation Regulations, federal, state , county and city statutes ,
ru les, regulations , ordinances and orders.
25 . WAIVER OF BREACH
No delay o r om ission in the exe rcise of any right or remedy by a
nondefaulting party on any default wi ll impai r th e 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 wa ive 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 writ ing and will not be a waiver of
any other default concerning the same or any other provision of this Agreeme1t.
26. ATTORNEY'S FEES
Except as provided for in Paragraph 15 , in any dispute , litig ation,
arb itration , or other proceeding by which one party either seeks to enforce its
rights under th is Agreement (whether in contract , tort or both) or seeks a
declaration of any rig hts or ob ligations u nder this Agre ement, the preva iling party
wi ll be awarded reaso nab le attorney's fees, togeth er wi t h any costs and
expenses, to resolve the dispute and to enforce any judgment, in c luding post
judgment attorney's f ees costs and expenses and any attorneys ' fees or costs
incurred on appeal of any judgment .
27 . EXHIBITS
All exhibits identif ied in this Ag reement are incorporated i nto the
Agreement by t his reference .
2 8 . VENDOR'S AUTHORITY TO EXECU T E
The persons executing th is Agreement on behalf of the VENDOR warrant
that (i) the VENDOR is duly organized and existing under the appropriate Stale
laws; (ii) they are du ly authorized to exec ute this Agreement on behalf of the
VEN DOR ; (ii i) by so executing t his Ag reement , the VE N DOR is formally bo u nd to
the provis io ns of this Agreement; and (iv) the entering in to this Agreement dovs
not violate any provision of any other Agreem e nt to wh ich the VENDOR is bound.
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VENDOR: GOLDEN EAGLE AVIATION SERVICE, C/0 KARENA CHUANG
By : _________ _
(Signature)
(Typed Name)
It s: -----------(Title)
CITY OF TEMPLE CITY
A Municipal
Corporation
Bryan Cook
City Manager
ATTEST:
Peggy Kuo
City Clerk
APPROVED AS TO FORM :
C ity Attorney
By : _________ _
Attachments: Exhibit A Scope of Services
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EXHIBIT A
SCOPE OF SERVCIES
Three or four CJ -6, warbird fl yovers for the Veterans Day Tribute.Multiple
passes over Temple City Park . Coordination with ground crew, flight
briefing , and any ground-to-air radio communicat ion to be established in
advance of th e event. All VENDOR and pilots service is to be in
compliance with Fede ral Avia tion and all applicable fed eral , sta te , coun t y
and city statutes, rules , regulation s, ordinances and orders .
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