REMOTEC, INC. AGREEMENT Page 1 of 10
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AGREEMENT NO. ___________________
INDEPENDENT CONTRACTOR'S AGREEMENT
[Over $100,000]
This INDEPENDENT CONTRACTOR’S AGREEMENT (“Agreement”) is made and entered into on _______________________, by and between the CITY OF BAKERSFIELD, a municipal corporation (referred to herein as “CIT Y”), and REMOTEC, INC. , a corporation authorized to do business in Califo rnia (referred to herein as “CONTRACTOR”).
R E C I T A L S
WHEREAS, CONTRACTOR represents that CONTRACTOR is experience d, well qualified and a specialist in design and repai rs of Explosive Ordnance Disposal (EOD) robots; and
WHEREAS, the Bakersfield Police Department currently utilize s a Remotec ANDROS robot and the robot is in need of repairs to remain in working order; and
WHEREAS, CONTRACTOR has the ability to complete the required upgrade and repairs on the BPD robot; and
WHEREAS, repairs to the existing robot are more economical then fully replacing the unit; and
WHEREAS, it is vital to the BPD these repairs are made in a timely manner as the equipment cannot be used until repairs have been completed.
NOW, THEREFORE, incorporating the foregoing recitals herein, CITY a nd CONTRACTOR mutually agree as follows:
1. SCOPE OF WORK. In exchange for the Compensation (defined below), CONTRACTOR shall perform the following: CONTRACTOR will provide all upgrades and repairs needed as outlined in Exhibit “A” attached hereto and incorporated herein by reference. (“Scope of Wo rk”) . The Scope of Work shall include all items and procedures necessa ry to properly complete the task CONTRACTOR has been hired to perf orm, whether specifically included in the Scope of Work or not.
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2. COMPENSATION/PAYMENT PROCEDURE. Subject to the conditions of this section, CITY will pay CONTRACTOR as follows for pe rforming the Scope of Work (“Compensation”): a total of Two Hundred Seven Thousand Three Hundred Sixty-Seven Dollars ($207,367) payable as o utlined and attached hereto as Exhibit “A ” and incorporated herein by reference.
CITY will pay CONTRACTOR within 30 days after CONTR ACTOR submits an itemized invoice for the portions of the Scope of W ork completed and that invoice is approved by CITY. The Compensation will be the total amount paid to CONTRACTOR for performing the Scope of Work and includes, but is not limited to, all out-of-pocket costs and taxes. CITY will pay no other compensation to CONTRACTOR. In no cas e will CITY compensate CONTRACTOR more than $210,000 for perfor ming the Scope of Work.
3. TERM. Unless terminated sooner, as set forth herein, th is Agreement shall terminate on June 30, 2026.
4. TERMINATION. Either party may terminate this Agreement after g iving the other party written notice, as provided herein, ten days before the termination is effective.
5. COMPLIANCE WITH ALL LAWS. CONTRACTOR shall, at CONTRACTOR’s sole cost, comply with all of the requirements of Munici pal, State, and Federal authorities now in force, or which may hereafter be in force, pertaining to this Agreement, and shall faithfully observe in all activities relating to or growing out of this Agreement all Municipal ordinan ces and State and Federal statutes, rules or regulations, and permitt ing requirements now in force or which may hereafter be in force including, without limitation, obtaining a City of Bakersfield business tax certif icate (Bakersfield Municipal Code Chapter 5.02) where required.
6. INDEPENDENT CONTRACTOR. This Agreement calls for CONTRACTOR’s performance of the Scope of Work as an independent contractor.
CONTRACTOR is not an agent or employee of the CITY for any purpose and is not entitled to any of the benefits provided by CITY to its employees. This Agreement shall not be construed a s forming a partnership or any other association with CONTRACTO R other than that of an independent contractor.
7. DIRECTION. CONTRACTOR retains the right to control or direct the manner in which the services described herein are performed.
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8. EQUIPMENT. CONTRACTOR will supply all equipment, tools, mate rials and supplies necessary to perform the services under this Agreement.
9. STARTING WORK. CONTRACTOR shall not begin work until authorized to do so in writing by CITY. No work will be authorized before the date first written above.
10. KEY PERSONNEL. CONTRACTOR shall name all key personnel to be assigned to perform the Scope of Work. All key per sonnel shall be properly licensed and have the experience to perfor m the work called for under this Agreement. CONTRACTOR shall provide bac kground for each of the key personnel including, without limitation, resumes and work experience performing work similar to the Scope of Work. CITY reserves the right to approve key personnel. Once the key p ersonnel are approved, CONTRACTOR shall not change such personne l without CITY’s written approval.
11. INCLUDED DOCUMENTS. Any bid documents, including, without limitation, special provisions and standard specifications and any Request for Proposals, Request for Qualifications and responses thereto relating to this Agreement are incorporated by reference as though fully set forth herein.
12. LICENSES. CONTRACTOR shall, at its sole cost and expense, kee p in effect or obtain at all times during the term of this Agre ement any licenses, permits and approvals which are legally required fo r CONTRACTOR to practice its profession and perform the Scope of Wo rk. If CONTRACTOR is a corporation, at least one officer or key employee shall hold the required licenses or professional degrees. If CONTRACTOR is a partnership, at least one partner shall hold the required licensees or professional degrees.
13. STANDARD OF PERFORMANCE. The Scope of Work shall be performed in conformity with all legal requirements and industry standards observed by a specialist of CONTRACTOR’s profession in California.
14. SB 854 COMPLIANCE. To the extent Labor Code Section 1771.1 applies t o this Agreement, a contractor or subcontractor shall not be qualified to bid on, be listed in a bid proposal, be subject to the requirements of Section 4104 of the Public Contract Code, or engage in the performance of any contract for public work, as defined in this chapte r, unless currently registered and qualified to perform public work pur suant to Section 1725.5. It is not a violation of Labor Code Sectio n 1771.1 for an unregistered contractor to submit a bid that is aut horized by Section 7029.1 of the Business and Professions Code or by S ection 10164 or 20103.5 of the Public Contract Code, provided the contracto r is registered to Docusign Envelope ID: 6F554C01-62D4-4024-B008-1D521B3BDB85
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perform public work pursuant to Section 1725.5 at t he time the contract is awarded. The prime contractor is required to post job site notices in compliance with Title 8 California Code of Regulati ons Section 16451. This project is subject to compliance monitoring and enf orcement by the Department of Industrial Relations.
15. NO WAIVER OF DEFAULT. The failure of any party to enforce against another party any provision of this Agreement shall not constitute a waiver of that party's right to enforce such a provision a t a later time and shall not serve to vary the terms of this Agreement.
16. INSURANCE.
16.1 Types and Limits of Insurance. In addition to any other insurance or security required under this Agreement, CONTRACTOR must procure and maintain, for the duration of this Agreement, t he types and limits of insurance below ("Basic Insurance Requirements").
16.1.1 Automobile liability insurance, providing coverage for owned, non-owned, and hired autos on an occurrence
basis for bodily injury, including death, of one or more persons, property damage, and personal injury, with limits of not less than $1,000,000 per occurrence.
16.1.2 Commercial general liability insurance, unless otherwise approved by CITY’s Risk Manager, providing coverage on an occurrence basis for bodily injury, including de ath, of one or more persons, property damage, and personal
injury, with limits of not less than $1,000,000 per
occurrence. The policy must:
16.1.2.1 Provide contractual liability coverage for the terms of this Agreement;
16.1.2.2 Provide products and completed operations
coverage;
16.1.2.3 Provide premises, operations, and mobile
equipment coverage; and
16.1.2.4 Contain an additional insured endorsement in
favor of CITY and its mayor, council, officers,
agents, employees, and designated volunteers.
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16.1.3 Workers' compensation insurance with limits of not less than $1,000,000 per occurrence. In accordance with the provisions of Labor Code Section 3700, every contra ctor will be required to secure the payment of compensat ion to his employees. Pursuant to Labor Code Section 1 861, CONTRACTOR must submit to CITY the following
certification before beginning any work on the
Improvements:
I am aware of the provisions of Section 3700 of the
Labor Code which require every employer to be
insured against liability for worker’s compensation or to undertake self-insurance in accordance with the
provisions of that code, and I will comply with suc h
provisions before commencing the performance of
the work of this contract.
By executing this Agreement, CONTRACTOR is submitti ng
the certification required above.
The policy must contain a waiver of subrogation in favor of CITY and its mayor, council, officers, agents, empl oyees, and designated volunteers.
16.2 General Provisions Applying to All Insurance Types.
16.2.1 All policies required of CONTRACTOR must be written on a first-dollar coverage basis, or contain a deductibl e
provision. Subject to CITY’s advance approval,
CONTRACTOR may utilize a self-insured retention in any or all of the policies provided, but the policy or pol icies may not contain language, whether added by endorsement or
contained in the policy conditions, that prohibits
satisfaction of any self-insured provision or requi rement by anyone other than the named insured or by any means
including other insurance or which is intended to d efeat the intent or protection of an additional insured.
16.2.2 All policies required of CONTRACTOR must be primary insurance as to CITY and its mayor, council, office rs, agents, employees, or designated volunteers and any
insurance or self-insurance maintained by CITY and its
mayor, council, officers, agents, employees, and
designated volunteers must be excess of CONTRACTOR’ s
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insurance and must not contribute with it.
16.2.3 The insurance required above, except for workers’ compensation insurance, must be placed with insurer s
with a Best’s rating as approved by CITY’s Risk Man ager, but in no event less than A-:VII. Any deductibles, self- insured retentions, or insurance in lesser amounts, or lack of certain types of insurance otherwise required by th is
Agreement, or insurance rated below Best’s A-:VII, must be declared prior to execution of this Agreement and
approved by CITY in writing.
16.2.4 The insurance required in this section must be main tained until the Scope of Work is satisfactorily completed as evidenced by CITY’s written acceptance. All polici es must provide that there will be continuing liability the reon, notwithstanding any recovery on any policy.
16.2.5 Full compensation for all premiums which the
CONTRACTOR is required to pay to satisfy the Basic
Insurance Requirements shall be considered as inclu ded in the prices paid for the performance of the Scope of Work, and no additional allowance will be made therefor o r for additional premiums which may be required by extens ions of the policies of insurance.
16.2.6 It is further understood and agreed by CONTRACTOR t hat its liability to CITY will not in any way be limite d to or affected by the amount of insurance obtained and
carried by CONTRACTOR in connection with this
Agreement.
16.2.7 Unless otherwise approved by CITY, if any part of t he Scope of Work is subcontracted, the Basic Insurance
Requirements must be provided by, or on behalf of, all
subcontractors even if CITY has approved lesser ins urance requirements for CONTRACTOR, and all subcontractors
must agree in writing to be bound by the provisions of this section.
17. THIRD PARTY CLAIMS. In the case of public works contracts, CITY will timely notify CONTRACTOR of third party claims relating to this Agreement. CITY shall be allowed to recover from CONTRACTOR, and CO NTRACTOR shall pay on demand, all costs of notification.
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18. INDEMNITY. CONTRACTOR shall indemnify, defend, and hold harm less CITY and CITY’s officers, agents and employees agai nst any and all liability, claims, actions, causes of action or dem ands whatsoever against them, or any of them, before administrative or judicial tribunals of any kind whatsoever, arising out of, connected with, or caus ed by CONTRACTOR or CONTRACTOR’s employees, agents, independent cont ractors, companies, or subcontractors in the performance of, or in any way arising from, the terms and provisions of this Agreement wh ether or not caused in part by a party indemnified hereunder, except for C ITY’s sole active negligence or willful misconduct.
19. LIMITATION OF LIABILITY . CONTRACTOR shall not be responsible to CITY in contract or tort (including negligence) or otherwis e for any indirect, incidental, special or consequential damages of whatsoever nature, or for attorney’s feels, loss of use, loss of market share , or lost profits however these are characterized. CONTRACTOR shall not be li able to CITY for an amount, which in combination with all claims by CIT Y against CONTRACTOR under this agreement exceeds the value o f this sales agreement.
20. ASSIGNMENT. Neither this Agreement nor any rights, interests, d uties, liabilities, obligations or responsibilities arisin g out of, concerning or related in any way to this Agreement (including, but not li mited to, accounts, actions, causes of action, claims, damages, demands , liabilities, losses, obligations, or reckonings of any kind or nature wh atsoever, for compensatory or exemplary and punitive damages, or declaratory, equitable or injunctive relief, whether based on co ntract, equity, tort or other theories of recovery provided for by the comm on or statutory law) may be assigned or transferred by any party. Any s uch assignment is prohibited, and shall be unenforceable and otherwis e null and void without the need for further action by the non-assigning party or parties.
21. ACCOUNTING RECORDS. CONTRACTOR shall maintain accurate accounting records and other written documentation pertaining to all costs incurred in performance of this Agreement. S uch records and documentation shall be kept at CONTRACTOR's office during the term of this Agreement, and for a period of three years fro m the date of the final payment hereunder, and made available to CITY repre sentatives upon request at any time during regular business hours.
22. BINDING EFFECT. The rights and obligations of this Agreement shall inure to the benefit of, and be binding upon, the parties to the Agreement and their heirs, administrators, executors, personal re presentatives, successors and assigns.
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23. CORPORATE AUTHORITY. Each individual signing this Agreement on behalf of entities represents and warrants that they are, respectively, duly authorized to sign on behalf of the entities and to bind the entities fully to each and all of the obligations set forth in this Agreement.
24. COUNTERPARTS. This Agreement may be executed in any number of counterparts, each of which shall be considered as an original and be effective as such.
25. EXECUTION. This Agreement is effective upon execution. It i s the product of negotiation and all parties are equally responsi ble for authorship of this Agreement. Section 1654 of the California Civil Co de shall not apply to the interpretation of this Agreement.
26. EXHIBITS. In the event of a conflict between the terms, cond itions or specifications set forth in this Agreement and thos e in exhibits attached hereto, the terms, conditions, or specifications se t forth in this Agreement shall prevail. All exhibits to which reference is made in this Agreement are deemed incorporated in this Agreement, whether or n ot actually attached.
27. FURTHER ASSURANCES. Each party shall execute and deliver such papers, documents, and instruments, and perform such acts a s are necessary or appropriate, to implement the terms of this Agreeme nt and the intent of the parties to this Agreement.
28. GOVERNING LAW. The laws of the State of California will govern t he validity of this Agreement and its interpretation a nd performance. Any litigation arising in any way from this Agreement s hall be brought in Kern County, California.
29. INTERPRETATION. Whenever the context so requires, the masculine gender includes the feminine and neuter, and the singular number includes the plural.
30. MERGER AND MODIFICATION. This Agreement sets forth the entire agreement between the parties and supersedes all ot her oral or written representations. This Agreement may be modified on ly in a writing approved by the City Council and signed by all the parties.
31. NON-INTEREST. No CITY officer or employee shall hold any intere st in this Agreement (California Government Code section 1090).
32. NOTICES. All notices relative to this Agreement shall be g iven in writing and shall be personally served or sent by certified or registered mail and Docusign Envelope ID: 6F554C01-62D4-4024-B008-1D521B3BDB85
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be effective upon actual personal service or deposi ting in the United States mail. The parties shall be addressed as fol lows, or at any other address designated by notice:
CITY: CITY OF BAKERSFIELD
CITY HALL
1600 Truxtun Avenue
Bakersfield, California 93301
CONTRACTOR: REMOTEC, INC.
353 JD Yarnell Industrial Parkway
Clinton, TN 37716
33. RESOURCE ALLOCATION. All CITY obligations under the terms of this Agreement are subject to the appropriation and allo cation of resources by the City Council.
34. TITLE TO DOCUMENTS. All documents, plans, and drawings, maps, photographs, and other papers, or copies thereof pr epared by CONTRACTOR pursuant to the terms of this Agreement, shall, upon preparation, become CITY property.
35. TAX NUMBERS .
CONTRACTOR’s Federal Tax ID Number 62-1090777
CONTRACTOR is a corporation? Yes X No
(Please check one.)
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date first written above.
"CITY" “CONTRACTOR”
CITY OF BAKERSFIELD REMOTEC, INC.
By:________________________________ By:___________ ______________________
KAREN GOH
Mayor
Print Name :
Title:
Docusign Envelope ID: 6F554C01-62D4-4024-B008-1D521B3BDB85 Cynthia Williams
Contract Administrator
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APPROVED AS TO CONTENT:
BAKERSFIELD POLICE DEPARTMENT
By:_______________________________
GREG TERRY
Chief of Police
APPROVED AS TO FORM:
VIRGINIA GENNARO
City Attorney
By:___________________________
ASHLEY ZAMBRANO
Deputy City Attorney II
Insurance:____________
COUNTERSIGNED:
By:_______________________________
RANDY MCKEEGAN
Finance Director
Attachment: Exhibit A
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