HomeMy Public PortalAboutAgreement_2015-11-11_Golden Eagle Aviation ServiceVENDOR AGREEMENT FOR SERVICE
This VENDOR AGREEMENT FOR SERVICE ("Agreement") is made and
entered into as of November 11, 2015 (the "Effective Date"), by and between the
CITY OF TEMPLE CITY, a municipal corporation ("AGENCY'), and GOLDEN
EAGLE AVIATION SERVICE CIO KARENA CHUANG ("VENDOR").
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 over Temple City Parr. Coordination
with ground crew, flight briefing, and any ground -to -air radio
communication to be established in advance of the event by VENDOR.
VENDOR will work directly with the individual pilots to perform the service.
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. TERN!
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, 2015, after flyover.
3. COMPENSATION
VENDOR'S Fee.,
Service will be provided at no cost to the AGENCY.
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 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.
6, 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. 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.
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 all decisions in
connection with this Agreement:
Karena Chuang
8. 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.
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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
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
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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,
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
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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, 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.
L Specifications not limitinq:. 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.
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. Timelv Notice of Claims,: VENDOR shall give AGENCY prompt and
timely written notice of claims made or suits initiated that arise out of or result
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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:
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
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
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4C
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
To VENDOR GOLDEN EAGLE AVIATION SERVICE
1150 S. VINEYARD AVE.
ONTARIO, CA 91761
Attention: KARENA CHUANG
B. Any correctly addressed notice that is refused, unclaimed, or
undeliverable because of an act or omission 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 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
either AGENCY or VENDOR without the prior written consent of the other.
19. 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.
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 either
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 la�tis,
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.
22. TIME OF ESSENCE
Time is of the essence in the performance of this Agreement.
23. GOVERNING LAW: JURISDICTION
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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 knowledgeableof 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.
28. 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 Stale
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.
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to
VENDOR: GOLDEN EAGLE AVIATION SERVICE, C/O KARENA CHUANG
(Sign fFel
MareKm
(Typed Name)
Its: C* -v
(Title)
CITY OF TEMPLE CITY
A Municipal
Corporation
Bryan Cook
City Manager
ATTEST:
Peggy u
City Clerk
APPROVED AS TO FORM:
City Attorney
By: �
<rac S. rrir-
Attachments: Exhibit A Scope of Services
Page 10 (f 11
EXHIBIT A
SCOPE OF SERVGIES
Three or four CJ -6, warbird flyovers for the Veterans Day Tribute.Multiple
passes over Temple City Park. 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.
A notmy public oroow.oHiclrcompflt4this
certifittteverifies0*thekW tiryofthe
indtvi" who signedthedocumoM to whkh this
cert*Ne K attached, tnd not the truthfuwess,
acCti", or V&"tyoftI* dmn►emt,
State of California
6unty of Los Angeles
On '/S/- Za/Sbefore me, CGl w � e c/5�
-
Notar Pu lic personally appeared IC,�,-s,"eA rin"J!
who proved to me on the basis of satisfactory evidence to be the
person(o whose namei�rt is/asubscribed to the -within instrument. .
and acknowledged to me that-Ie/she/they executed the same in*w,
her/Ow, r authorized capacityRes1, and that by His/her/their
signature0lon the instrument the person(4, or the entity upon
behalf of which the person(s) 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:
WITNESS my hand and official seal.
Signature:
-------------------
M4. C. NIEUWENHUIS
Commission # 2109564
Z ,-m Notary Public - California a
Z Los Angeles County
May Comm. Expires Apr 25, 2019 L
�i���.q�.��q,��id���ii .,qr. �aPI �,. �iy,�,��hl"jqj-'t Cyd 6" 111-11
Page 11 of 11
Declaration of Sole Proprietor
DECLARATION AND ADDENDUM TO ALL CONTRACTS AWARDED TO
GOLDEN EAGLE AVIATION SERVICE
1 declare for the purpose of inducing the City of Temple City to go forward with any
contracts awarded to Golden Eagle Aviation Service as follows:
I am the authorized representative of Golden Eagle Aviation Service, an independent
contractor for the purposes of the California Workers' Compensation and Labor laws. This
organization will hire no employees other than the parents, spouses, or children of its
board members for work required for any bid or contract awarded to Golden Eagle
Aviation Service. All work required will be performed personally and solely by me, other
board members of the organization, their parents, spouses or children, or persons who
perform voluntary service without pay to the organization. If, however, the organization
shall ever hire employees to perform this contract or any portion thereof, the organization
shall obtain Workers' Compensation Insurance and provide proof of Workers'
Compensation Insurance coverage to the City of Temple City. If the organization shall
ever hire a subcontractor to perform this contract or any portion thereof, and the
subcontractor has employees, then the organization shall require its subcontractor to
obtain Workers' Compensation Insurance Coverage, or the organization shall obtain
Workers' Compensation Coverage for that subcontractor's employees.
This document constitutes a declaration by the organization against its financial interest,
relative to any claims it should assert under the California Workers' Compensatio�l
and/or Labor laws against the City of Temple City relating to any bid or contract
awarded to Golden Eagle Aviation Service,
The organization will defend, indemnify and hold harmless the City of Temple City from
any and all claims and liability, including Workers' Compensation claims and liability that
may be asserted or established by any party in the event the organization hires an
employee in violation of this addendum, and the organization will further indemnify the
City of Temple City for all damages the City of Temple City thereby suffers.
I agree that these declarations shall constitute an addendum to any bid awarded to
Golden Eagle Aviation Service.
10 )-0 -t:5-
Date
Authorized Representative