AGREEMENT FOR MAINTENANCE
& REPAIR SERVICES
BETWEEN
THE CITY OF RIALTO, CALIFORNIA
AND
KALMIKOV ENTERPRISES, INC. DBA FIRE APPARATUS SOLUTIONS
This Agreement for Maintenance & Repair Services (“Agreement”) is entered into as of __________, 20__ (“Effective Date”) between the City of Rialto , a municipal corporation, organized under the laws of the State of California, with its principal place of business at 150 S.
Palm Avenue, Rialto, California 92376 (“City”) and Kalmikov Enterprises, Inc. DBA: Fire Apparatus Solutions , a California Corporation, with its principal place of business at 1762 S.
Sycamore Ave. Rialto, California 92376 (“Contractor”) (collectively the “Parties ”). In consideration of the mutual promises and covenants made by the parties and contained here and other consideration, the value and adequacy of which are hereby acknowledged, the parties agree as follows:
RECITALS
A. City has sought through formal solicitation Request for Proposal 27-001 the performance of the services defined and described particularly in Section 1 of this Agreement.
B. Contractor was selected by the City to perform those services as needed and requested by the City.
C. The Parties desire to formalize the selection of Contractor for the performance of those services defined and described particularly in Article 1 of this Agreement and desire that the terms of that performance be as particularly defined and described herein.
SECTION 1. SCOPE OF SERVICES
1.1 Term. T he term of this Agreement i s three ( 3) years commencing on the Effective Date (“Term”) unless earlier terminated in accordance with the provisions of Section 8 [Default and Termination ]. The City shall have the unilateral option, at its sole discretion, to renew this Agreement automatically for no more than two (2) additional one (1) year terms.
1.2 Contractor Services . Subject to the terms and conditions of this Agreement, Contractor agrees to perform for City those services related to providing ongoing maintenance, preventive inspections, repairs, diagnostics, testing, and refurbishment of City fire apparatus and related emergency vehicle equipment as specified in the Scope of Services attached hereto and
2 December 9, 2025
4919-1653-4400 v1
incorporated herein by reference as Exhibit “A” [Scope of Services] (“ Services”). Contractor agrees to furnish, for the compensation provided for herein, all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately perform and complete the Services. The Services shall be subject to inspection and approval by City.
Contractor agrees to work closely with City staff in the performance of the Services and shall be available to City’s staff and consultants at all reasonable times.
1.3 Extra Work . Contractor shall not be compensated for any work or services rendered in connection with its performance of this Agreement, which are in addition to or outside of the Services (“ Extra Work ”), except as expressly provided for herein. It shall be Contractor’s responsibility to ensure that the scope and price of any Extra Work to be p erformed by Contractor is approved by City in writing in advance of Contractor’s commencement of the Extra Work in accordance with Section 9.10 [Amendments] and Section 9.19 [Administration and Implementation]. City shall not be obligated to pay for or otherwise be liable for unauthorized Extra Work performed by Contractor.
1.4 Schedule of Performance. Contractor agrees to diligently perform and complete the Services in accordance with the schedule of performance attached hereto and incorporated herein by re ference as Exhibit “B” [Schedule of Performance] (“Schedule of Performance”).
Modifications to the Schedule of Performance must be agreed upon in writing in advance by the City Manager pursuant to Section 9.19 [Administration and Implementation] and Contractor.
1.5 General Warranty . Contractor warrants all Services under this Agreement (which for purposes of this Section shall be deemed to include unauthorized Extra Work which has not been removed and any non -conforming materials incorporated into the Servi ces) to be of good quality and free from any defective or faulty material and workmanship. All warranties and guarantees of subcontractors, suppliers and manufacturers with respect to any portion of the Services, whether express or implied, are deemed to be obtained by Contractor for the benefit of City, regardless of whether or not such warranties and guarantees have been transferred or assigned to City by separate agreement and Contractor agrees to enforce such warranties and guarantees, if necessary, on behalf of City.
1.6 Repair of Defects . Contractor agrees that for a period of one (1) year from and after final acceptance of the Services, or in any guarantee or warranty provided by any manufacturer or supplier of equipment or materials incorporated into the Services, whichever is later, Contractor shall within ten (10) days after being notified in writing by City of any defect in the Services or non-conformance of the Services, commence and prosecute with due diligence all work and services necessary to fulfill the terms of the warranty at its sole cost and expense. In addition, Contractor shall, at its sole cost and expense, repair and replace any portions of the work, facilities, fixtures, or materials damaged by its defective Services or which becomes damaged in the course of repairing or replacing defective Services. For any Services so corrected, Contractor's obligation hereunder to correct defective Services shall be reinstated for an additional one -year period, commencing with the date of acceptan ce of such corrected Services. Contractor shall perform such tests as City may require to verify that any corrective actions are adequate to remedy the defective condition. In the event that Contractor fails to
3 December 9, 2025
4919-1653-4400 v1
perform its obligations under this Section to the reasonable satisfaction of City, then City shall have the right to correct and replace any defective, non- conforming, or damaged Services at Contractor's sole expense. Contractor shall be obligated to fully reimburse City for any expenses incurred hereunder upon demand.
1.7 Contractor’s Representative. Contractor hereby designates the representative named in Exhibit “D” [Representatives], or his or her designee, to act as its representative for the performance of this Agreement (“Contractor’s Representative”). Contractor’s Representative shall have full authority to represent and act on behalf of the Contractor for all purposes under this Agreement. Contractor’s Representative shall supervise and direct the Services, using his or her best skill and a ttention, and shall be responsible for all means, methods, techniques, sequences and procedures and for the satisfactory coordination of all portions of the Services under this Agreement.
1.8 Contract Documents. The following documents shall be referred to collectively as the "Contract Documents," each of which is incorporated into and made part of this Agreement by reference:
This Agreement
All exhibits to this Agreement
Instructions to Bidders, and any documents referenced therein Bid Forms (including Contractor’s Bid Schedule)
The Contract Documents are intended to be complementary, and a requirement in one document is as effective as if it appeared in all of the Contract Documents. In the event of a conflict between any of the Contract Documents, the documents shall be given effect in the order set forth above.
SECTION 2. COMPENSATION AND METHOD OF PAYMENT
2.1 Compensation. City shall pay to Contractor for non- disputed Services rendered the compensation set forth in Exhibit “C” [Compensation] attached hereto and incorporated herein by reference. Total compensation to Contractor for the Services shall not exceed One Million Two Hundred Thousand Dollars and Zero Cents ($1,200,000.00), the total price or “not to exceed” amount set forth in Exhibit “C,” without the prior written approval of City in accordance with Section 9.10 [Amendments] and Section 9.19 [Administration and Implementation].
2.2 Payment of Compensation . Contractor shall submit periodic (monthly or quarterly as specified in Exhibit “C”) invoices toget her with an itemized statement of Services provided. The statement shall describe the Services provided, the percent of work completed by item, together with such other reasonable detail and supporting documentation as may be required by the City Manager, or his/her designee. City will review the statement and pay, with the exception of any charges for work performed or expenses incurred by Contractor which are disputed by City, within 30 days of receiving such statement, all approved charges thereon.
Payment by City shall release City from any further obligation for payment to Contractor, for
4 December 9, 2025
4919-1653-4400 v1
Services performed or expenses incurred as of the date of the invoice. Payment to Contractor for work performed pursuant to this Agreement shall not be deemed to waive any defect in work performed by Contractor.
SECTION 3. RESPONSIBILITIES OF CONTRACTOR
3.1 Control and Payment of Subordinates; Independent Contractor . Contractor agrees that all Services shall be performed by Contractor or under its supervision. The personnel performing the Services under this Agreement on behalf of Contractor shall at all times be under the Contractor’s exclusive direction and control. Contractor will determine the means, methods and details of performing the Services subject to the requirements of this Agreement. Contractor is and shall at all times remain a wholly independent contractor and not an officer, employee or agent of City. Contractor shall have no authority to bind City in any manner, nor to incur any obligation, debt or liability of any kind on behalf of or against City, whether by contract or otherwise, unless such authority is expressly conferred under this Agreement or is otherwise expressly conferred in writing by City. Neither Contractor, nor any of Contractor’s officers, employees or agents, shall obtain any rights to retirement, healthcare or any other benefits which may otherwise accrue to City’s employees. Contractor expressly waives any claim Contractor may have to any such rights. Contractor shall make payments promptly, as due, to all persons supplying labor or materials for the Services. Contractor shall not permit any lien or claim to be filed or prosecuted against the City on any account of any labor or material furnished for the Services. If Contractor fails, neglects or refuses to make prompt payment of any claim for labor or services furnished to Contractor or a subcontractor by any person as such claim becomes due, City may pay such claim and charge the amount of the payment against funds due or to become due the Contractor. The payment of the claim in this manner shall not relieve Contractor or their surety from obligation with respect to any unpaid claims.
3.2 Standard of Care and Licenses . Contractor agrees that all Services shall be performed in a skillful and competent manner, consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California. Contractor represents and warrants that it, its employees and subcontractors shall have sufficient ski ll and experience to perform the Services and that it, its employees and subcontractors have all licenses, permits, qualifications and approvals of whatever nature that are legally required to perform the Services, including a City Business License, and that such licenses and approvals shall be maintained in good standing throughout the term of this Agreement.
3.3 Required Corrections. Contractor shall perform, at its own expense and without reimbursement from the City, any work necessary to correct errors or omissions that are caused by the Contractor’s failure to comply with the standard of care provided for herein.
3.4 Law and Regulations . Contractor shall keep itself fully informed of and in compliance with all local, state and federal laws, rules and regulations in any manner affecting the performance of the Services, including all Cal/OSHA requirements, and shall give all notices required by law. Contractor shall be liable for all violations of such laws and regulations in connection with Services.
5 December 9, 2025
4919-1653-4400 v1
3.5 Safety. Contractor shall perform the Services, and maintain its work area, so as to avoid injury or damage to any person or property and shall otherwise exercise all necessary precautions for the safety of employees appropriate to the nature of the work and the conditions under which the work is to be performed.
3.6 Labor Code and Prevailing Wage Requirements.
3.6.1 Apprenticeable Crafts. To the extent applicable, Contractor shall comply with the provisions of Section 1777.5 of the Labor Code with respect to the employment of properly registered apprentices upon public works.
3.6.2 Hours of Work. Contractor shall comply with the legal days work and overtime requirements of Section 1813 of the Labor Code.
3.6.3 Payroll Records . In accordance with the requirements of Labor Code Section 1776, Contractor shall keep accurate payroll records which are either on forms provided by the Division of Labor Standards Enforcement, or which contain the same information required by such forms. Contractor shall make all such records available for inspection at all reasonable hours.
3.6.4 Prevailing Wage Laws. Contractor represents and warrants that it is aware of the requirements of California Labor Code Section 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title 8, Section 1600, et seq., (“ Prevailing Wage Laws ”), which require the payment of prevailing wage rates and the performance of other requirements on “Public Works” and “Maintenance” projects. If the Services are being performed as part of an applicable “Publ ic Works” or “Maintenance” project, as defined by the Prevailing Wage Laws, and if the total compensation is $1,000 or more, Contractor agrees to fully comply with such Prevailing Wage Laws. City shall provide Contractor with a copy of the prevailing rates of per diem wages in effect at the commencement of this Agreement. Contractor shall make copies of the prevailing rates of per diem wages for each craft, classification or type of worker needed to execute the Services available to interested parties upo n request and shall post copies at the Contractor’s principal place of business and any location where the Services are performed.
Contractor shall defend, indemnify and hold the City, its officials, officers, employees, agents, and volunteers free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws.
Registration. If the services are being performed as part of an applicable “public works” or “maintenance” p roject, then pursuant to Labor Code Sections 1725.5 and 1771.1, the Contractor and all subcontractors must be registered with the Department of Industrial Relations.
Contractor shall maintain registration for the duration of the p roject and require the same of any subcontractors. This project may also be subject to compliance monitoring and enforcement by the Department of Industrial Relations. It shall be Contractor ’s sole responsibility to comply with all applicable registration and labor compliance requirements.
3.7 Equal Opportunity Employment . Contractor represents that it is an equal opportunity employer and it shall not discriminate against any subcontractor, employee or
6 December 9, 2025
4919-1653-4400 v1
applicant, in any way, in the employment of persons to perform the Services in violation of any federal or state law prohibiting discrimination in employment, including based on the race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, genetic information, marital status, sex, gender, gender identity, gender expression, age, sexual orientation, of any person, except as provided under California Government Code section 12940.
3.8 Conduct and Removal of Contractor Personnel. Contractor shall at all times enforce strict discipline and good order among its employees, agents, volunteers, officers and directors. Any such person who is determined by the City to be uncooperative, incompetent, a threat to the safety of persons or the services, or who fails or refuses to perform the Services in a manner acceptable to the City, shall be promptly removed from the Services to be performed by the Contractor and shall not be re-employed on the Services.
SECTION 4. INDEMNIFICATION
4.1 Indemnity. Except as to the sole negligence, active negligence, gross negligence or willful misconduct of City, Contractor expressly agrees to, and shall, indemnify, defend, release, and hold City, and its respective officials, officers, employees, agents, volunteers and contractors harmless from and against any Action, liability, loss, damage, entry, judgment, order, lien, and Costs and Expenses which arises out of, or are in any way related to, any act or omission of Contractor, or its officers, directors, employees, agents, volunteers or contractors, connected with the performance or failure to perform under this Agreement, notwithstanding that City may have benefited therefrom, or any challenge to this Agreement. This Section shall apply to any acts or omissions, willful misconduct or negligent conduct, whether active or passive, on the part of Contractor’s officers, directors, employees, agents , volunteers and contractors, including but not limited to acts or omissions in any way related to, the release, treatment, use, generation, transportation, storage, or disposal in, on, under, to, or from the location at which work under this Agreement is performed of any Hazardous Substances by Contractor or its officers, directors, employees, agents, volunteers and subcontractors. The Parties expressly agree that any payment, or Costs and Expenses City incurs or makes to, or on behalf of, an injured employee under City’s workers’ compensation or other insurance, is included as a loss or Costs and Expenses for the purpose of this Section. City shall not be responsible for any acts, errors or omissions of any person or entity except City and its officers, agents, servants, employees, volunteers or contractors. The Parties expressly agree that the obligations of Contractor under this Section shall survive the expiration or early termination of the Agreement.
4.2 Action. For purposes of this Agreement, “ Action” shall mean any suit (whether legal, equitable, or declaratory in nature), proceeding or hearing (whether administrative or judicial), arbitration or mediation (whether voluntary, court-ordered, binding, or non-binding), or other alternative dispute resolution process, and the filing, recording, or service of any process, notice, claim, demand, lien, or other instrument which is a prerequisite or prelude to commencement of the Action.
7 December 9, 2025
4919-1653-4400 v1
4.3 Costs and Expenses . For purposes of this Agreement, “ Costs and Expenses ” shall mean all costs and expenses, to the extent reasonable in amount, actually and necessarily incurred by a Party in good faith in the investigation, prosecution or defense of an Action, including, but not limited to, court costs, filing, recording, and service fees, copying costs, exhibit production costs, special media rental costs, attorney’s fees, consultant fees, fees for investigators, witness fees (both lay and expert ), travel expenses, deposition and transcript costs, and any other costs or expenses, the award of which a court of competent jurisdiction may determine to be just and reasonable.
4.4 Hazardous Substances . For purposes of this Agreement, “Hazardous Substances” shall mean any and all of the following:
a. any substance, product, waste or other material of any nature whatsoever which is or becomes listed, regulated, or for which liability arises for misuse, pursuant to the Comprehensive Environmental Response Compensation and Liability Act (“CERCLA”), 42 U.S.C. §9601, et seq .; the Hazardous Materials Transportation Act, 49 U.S.C. §1801, et seq.; the Resource Conservation and Recovery Act (“RCRA”), 42 U.S.C. §6901, et seq.; the Toxic Substances Control Act, 15 U.S.C.S. §2601, et seq. ; the Clean Water Act, 33 U.S.C. §1251, et seq .; the Insecticide, Fungicide, Rodenticide Act, 7 U.S.C. §136, et seq .; the Superfund Amendments and Reauthorization Act, 42 U.S.C. §6901, et seq .; the Clean Air Act, 42 U.S.C. §7401, et seq.; the Safe Drinking Water Act, 42 U.S.C. §300f, et seq .; the Solid Waste Disposal Act, 42 U.S.C. §6901, et seq .; the Surface Mining Control and Reclamation Act, 30 U.S.C. §1201, et seq .; the Emergency Planning and Community Right to Know Act, 42 U.S.C. §11001, et seq .; the Occupational Safety and Health Act, 29 U.S.C. §§655 and 657; the Hazardous Waste Control Act, California Health and Safety Code (“H.&S.C.”) §25100, et seq .; the Hazardous Substance Account Act, H.&S.C.§25330, et seq .; the California Safe Drinking Water and Toxic Enforcement Act, H.&S.C. §25249.5, et seq .; the Underground Storage of Hazardous Substances, H.&S.C. §25280, et seq. ; the Carpenter -Presley-Tanner Hazardous Substance Account Act, H.&S.C. §25300, et seq .; the Hazardous Waste Management Act, H.&S.C. §25170.1, et seq .; the Hazardous Materials Response Plans and Inventory, H.&S.C. §25001, et seq.; the Porter-Cologne Water Quality Control Act, Water Code §13000, et seq ., all as they may from time to time be amended; and
b. any substance, product, waste or other material of any nature whatsoever which is or becomes listed, regulated, or for which liability for misuse arises pursuant to any other federal, state or local statute, law, ordinance, resolution, code, rule, regulation, order or decree due to its hazardous, toxic or dangerous nature.
SECTION 5. RECORDS AND DOCUMENTS
5.1 Accounting Records.
5.1.1 Maintenance and Inspection . Contractor shall maintain complete and accurate records with respect to all expenses incurred under this Agreement. Any and all su ch documents or records shall be maintained in accordance with generally accepted accounting principles and shall be sufficiently complete and detailed so as to permit an accurate evaluation
8 December 9, 2025
4919-1653-4400 v1
of the Services provided by Contractor pursuant to this Agreement. All such records shall be clearly identifiable.
5.1.2 Inspection and Copying. Contractor shall allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of such records and any other documents created pur suant to this Agreement. Contractor shall allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. At no cost to City, Contractor shall provide copies of such documents or records directly to the City for inspection, audit and copying when it is practical to do so; otherwise, unless an alternative is mutually agreed upon, such documents and records shall be made available at Contr actor’s address indicated for receipt of notices in this Agreement.
5.2 Ownership of Documents and Materials; Exceptions; Warranty. All specifications, original maps, models, designs, drawings, photographs, studies, surveys, reports, data, notes, computer files, files and other documents or materials (the “documents and materials”) prepared, developed or discovered by Contractor in the course of providing the Services shall become the sole property of City and may be used, reused or otherwise disposed of by the City without the permission of the Contractor. Upon completion, expiration or termination of this Agreement, Contractor shall turn over to City all such documents and materials. All subcontractors shall provide for assignment to City any documents or materials prepared by them, and in the event Contractor fails to secure such assignment, Contractor shall indemnify City for all damages resulting therefrom.
Contractor warrants that all documents and materials it drafts and completes pursuant to this Agreement constitutes original work. Specifically, Contractor understands and agrees that use of artificial intelligence (AI) tools including, without limitation, ChatGPT, Microsoft’s Bing Chat, Google’s Bard, and Meta’s LLaMA (Large Language Model Meta AI), in the performance of this Agreement does not constitute an original work, i.e., submitting documents and materials generated by such AI tools to City and representing it as Contractor’s original work constitutes a material breach of this Agreement, consti tutes a false claim, and may also violate applicable intellectual property right laws including, without limitation, United States Copyright Law.
Accordingly, and notwithstanding any other provision of this Agreement as to ownership, City specifically rejects ownership of such documents and materials. Contractor is required to indemnify and defend City to the fullest extent allowed by applicable law should it violate this Section.
SECTION 6. INSURANCE
6.1 Maintenance of Insurance. Prior to the beginning of and throughout the term of this Agreement, Contractor will maintain insurance in conformance with requirements established by City for the type of Services being performed. Contractor acknowledges that prior to the Effective Date of this Agreement, City provided to Contractor the applicable insurance requirements, a copy of which are attached hereto as Exhibit “F” [Insurance].
Contractor acknowledges that the insurance coverage and policy limits provided by City
9 December 9, 2025
4919-1653-4400 v1
constitute the minimum amount of coverage required. Any insurance proceeds in excess of the limits and coverage required in this Agreement and which are applicable to a given loss, will be available to the City.
6.2 Subcontractors Insurance. Contractor agrees to ensure that subcontractors, and any other party involved in the performance of the Services by Contractor, provide the same minimum insurance coverage required of Contractor. Contractor agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this section. Contractor agrees that upon request, all agreements with subcontractors and others engaged in the project will be submitted to City for review.
6.3 Modification of Insurance Provisions. The City Manager may make reasonable amendments to the insurance requirements of this section, with the written concurrence of the Finance Director or Risk Manager, in accordance with Section 9.19 [Administration and Implementation] after considering the Scope of Serv ices, potential liabilities, and the required level of insurance to adequately protect the City.
SECTION 7. BONDS
7.1 Performance and Payment Bonds . If required by law or specifically required by City as set forth in Exhibit “E” [Bonds Required], attached hereto and incorporated herein by reference, Contractor shall execute and provide to City concurrently with Contractor’s execution of this Agreement, but in no event later than the Effective Date of this Agreement, a Performance Bond and/or a Payment Bond in the amount of the total, not-to-exceed compensation indicated in Exhibit C, and in a form provided or approved by the City.
7.2 Bond Provisions. Should, in City's sole opinion, any bond become insufficient or any surety be found to be unsatisfactory, Contractor shall renew or replace the affected bond within 10 days of receiving notice from City. In the event the surety or Contractor intends to reduce or cancel any required bond, at least thirty (30) days prior written notice shall be given to the City, and Contra ctor shall post acceptable replacement bonds at least ten (10) days prior to expiration of the original bonds. No further payments shall be deemed due or will be made under this Agreement until any replacement bonds required by this section are accepted by the City. To the extent, if any, that the total compensation is increased in accordance with the Agreement, the Contractor shall, without further notice from City, cause the amount of the bonds to be increased accordingly and shall promptly deliver satis factory evidence of such increase to the City. To the extent available, the bonds shall further provide that no change or alteration of the Agreement (including, without limitation, an increase in the total compensation, as referred to above), extensions of time, or modifications of the time, terms, or conditions of payment to the Contractor, will release the surety.
7.3 Surety Qualifications . Only bonds executed by an admitted surety insurer, as defined in Code of Civil Procedure Section 995.120, shall be accepted. The surety must be a California-admitted surety with a current A.M. Best’s rating no less than A:VIII and satisfactory to the City. If a California -admitted surety insurer issuing bonds does not meet these
10 December 9, 2025
4919-1653-4400 v1
requirements, the insurer will be considered qualified if it is in conformance with Section 995.660 of the California Code of Civil Procedure, and proof of such is provided to the City.
SECTION 8. DEFAULT AND TERMINATION
8.1 Termination by City. In the event that Contractor is in default under the terms of this Agreement, the City shall not have any obligation or duty to continue compensating Contractor for any work performed after the date of default. Instead, the City may give notice to Contractor of the default and the reasons for the default. The notice shall include the timeframe in which Contractor may cure the default. This timeframe is presumptively thirty (30) days, but the timeframe may be shortened if the default results in a safety issue or imminent threat to City employees or the public. Dur ing the period of time that Contractor is in default, the City shall hold all invoices and shall proceed with payment on the invoices only when the default is cured.
In the alternative, the City may, in its sole discretion, elect to pay some or all of the outstanding invoices during the period of default. Any failure on the part of the City to give notice of the Contractor’s default shall not be deemed to result in a waiver of the City’s legal rights or any rights arising out of any provision of this Agreement.
8.2 City may, by written notice to Contractor, terminate with or without cause, and without any prior notice of default or right to cure by Contractor, the whole or any part of this Agreement at any time and by giving written notice to Contractor of such termination, and specifying the effective date thereof, at least five (5) days before the effective date of such termination. Upon termination, Contractor shall be compensated only for those non -disputed Services that have been adequately rendered to Ci ty, and Contractor shall be entitled to no further compensation.
8.3 Termination by Contractor . Contractor may, by written notice to City, terminate this Agreement based upon City’s failure to timely cure a default under this Agreement as provided herein. At least forty- five (45) days prior to termination, Contractor shall provide City with a written notice specifying City’s alleged default and providing City with a forty -five (45) day period to cure the default. Should City timely cure such default, the A greement shall continue. Should City fail to timely or adequately cure such default, Contractor may terminate this Agreement by issuance of written notice to City.
SECTION 9. GENERAL PROVISIONS
9.1 Assignment or Transfer. Contractor shall not assign, hypothecate, or transfer, either directly or by operation of law, this Agreement or any interest herein without the prior written consent of the City. Any attempt to do so shall be null and void, and any assignees, hypothecates or transferees shall acquire no right or int erest by reason of such attempted assignment, hypothecation or transfer.
9.2 Loss and Damage. Contractor shall be responsible for all loss and damage which may arise out of the nature of the Services agreed to herein, or from the action of the elements, or from any unforeseen difficulties which may arise or be encountered in the prosecution of the Services until the same is fully completed and accepted by City.
11 December 9, 2025
4919-1653-4400 v1
9.3 Excusable Delays . Contractor shall not be liable for damages, including liquidated damages, if any, caused by delay in performance of failure to perform due to causes beyond the control of Contractor. Such causes include, but are not limited to, acts of God, acts of the public enemy, acts of federal, state or local governments, acts of City, court orders, fires, floods, epidemics, strikes, embargoes, and unusually severe weather. The term and price of this Agreement shall be equitably adjusted for any delays due to such causes.
9.4 Cooperation; Further Acts. The Parties shall fully cooperate with one anot her and shall take any additional acts or sign any additional documents as may be necessary, appropriate or convenient to attain the purposes of the Agreement.
9.5 Governing Law. This Agreement shall be interpreted, construed and governed according to the laws of the State of California. In the event of litigation between the parties, venue in state trial courts shall lie exclusively in the County of San Bernardino. In the event of litigation in a U.S. District Court, venue shall lie exclusively in the Eastern Division of the Central District of California, located in San Bernardino, California.
9.6 Integration. This Agreement, including the attached Exhibits “A” through “F ”, is the entire, complete, final and exclusive expression of the parties with respect to the matters addressed therein and supersedes all other agreements or understandings, whether oral or written, or entered into between Contractor and City prior to the execution of this Agreement. No statements, representations or other agreements, whether oral or written, made by any party which are not embodied herein shall be valid and binding.
9.7 Severability. If a term, condition or covenant of this Agreement is declared or determined by any court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions of this Agreement shall not be affected thereby, and the Agreement shall be read and construed without the invalid, void or unenforceable provision(s).
9.8 Prohibited Interests . Contractor represents and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Contractor, to solicit or secure this Agreement. Further, Contractor warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Contractor, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement.
9.9 Amendments. No amendment to or modification of this Agreement shall be valid unless made in writing and approved by Contractor and City. The City Manager shall have the authority to approve any amendment to this Agreement if the total compensation under this Agreement, as amended, would not exceed the City Manager’s contracting authority under the Rialto Municipal Code. All other amendments shall be approved by the City Council. The Parties agree that the requirement for amendments or modifications to be in writing cannot be waived and that any attempted waiver shall be void.
9.10 No Third Party Beneficiaries. There are no intended third party beneficiaries of any right or obligation assumed by the Parties.
12 December 9, 2025
4919-1653-4400 v1
9.11 Delivery Of Notices . All notices required or permitted to be given under this Agreement shall be in writing and shall be given to the respective parties at the addresses listed in Exhibit “D”, or at such other address as the respective parties may provide in writing for this purpose. Such notice shall be deemed made when personally delivered or when ma iled, forty- eight (48) hours after deposit in the U.S. Mail, first class postage prepaid and addressed to the party at its applicable address or when sent if given by email. Any notice, request, demand, direction, or other communication sent by email must be confirmed within forty- eight (48) hours by letter mailed or delivered. Other forms of electronic transmission such as text messages and instant messages are not acceptable manners of notice required hereunder . Notwithstanding the foregoing, if a party actually receives notice by any method, such actual receipt shall be deemed effective notice as of the date of receipt, even if not sent in the manner prescribed.
9.12 Binding Effect . This Agreement shall be binding upon the heirs, executors, administrators, successors and assigns of the Parties.
9.13 Waiver. Waiver by any Party to this Agreement of any term, condition, or covenant of this Agreement shall not constitute a waiver of any other term, condition, or covenant. Waiver by any Party or any breach of the provisions of this Agreement shall not constitute a waiver of any other provision, nor a waiver of any subsequent breach or violation of any provision of this Agreement. Acceptance by City of any Services by Contractor shall not constitute a waiver of any of the provisions of this Agreement.
9.14 Attorney’s Fees, Costs and Expenses. In the event litigation or other proceeding is required to enforce or interpret any provision of this Agreement, the prevailing party in such litigation or other proceeding s hall be entitled to an award of reasonable attorney’s fees and Costs and Expenses, in addition to any other relief to which it may be entitled.
9.15 Subcontracting. Contractor shall not subcontract any portion of the Services, except as expressly stated herein, without prior written approval of City. Subcontracts, if any, shall contain a provision making them subject to all provisions of this Agreement.
9.16 Counterparts. This Agreement may be signed in counterparts, each of which shall constitute an original.
9.17 Authority To Execute. The person or persons executing this Agreement on behalf of Contractor represents and warrants that he/she/they has/have the authority to so execute this Agreement and to bind Contractor to the performance of its obligations hereunder.
9.18 Administration and Implementation. This Agreement shall be administered and executed by the City Manager or his or her designated representative. The City Manager shall have the authority to issue interpretations and to make amendments to this Agr eement, including amendments that commit additional funds, consistent with the City Manager’s contracting authority under the Rialto Municipal Code.
9.20 Data Protection.
13 December 9, 2025
4919-1653-4400 v1
a) Contractor shall protect, using the most secure means and technology that is commercially available, City-provided data or consumer-provided data acquired in the course and scope of this Agreement, including but not limited to customer lists and customer credit card or consumer data, (collectively, the “City Data”). Contractor shall notify City in writing as soon as reasonably feasible, and in any event within twenty-four (24) hours, of Contractor’s discovery or reasonable belief of any unauthorized access of City Data (a “Data Breach”), or of any incident affecting, or potentially affecting City Data related to cyber security (a “Security Incident”), including, but not limited to, denial of service attack, and system outage, instability or degradation due to computer malware or virus. Contractor shall begin remediation immediately. Contractor shall provide daily updates, or more frequently if required by City, regarding findings and actions performed by Contractor until the Data Breach or Security Incident has been effectively resolved to City’s satisfaction. Contractor shall conduct an investigation of the Data Breach or Security Incident and shall share the report of the investigation with City. At City’s sole discretion, City and its authorized agents shall have the right to lead or participate in the investigation. Contractor shall cooperate fully with City, its agents and law enforcement. b) If City is subject to liability for any Data Breach or Security Incident, then Contractor shall fully indemnify and hold harmless City and defend against any resulting actions.
9.21 Confidentiality. Contractor shall not use City’s name or insignia, photographs, or any publicity pertaining to the services in any magazine, trade paper, newspaper, television or radio production or other similar medium without the prior written consent of City.
14 December 9, 2025
4919-1653-4400 v1
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed the day and year first above written.
CITY OF RIALTO KALMIKOV ENTERPRISES, INC.
DBA: FIRE APPARATUS SOLUTIONS
________________________________ ______________________________ Tanya Williams, City Manager By: _William Kalmikov_
Its: President
ATTEST:
______________________________
By: Jennifer Rodriguez
________________________________ Its: Office Manager
Barbara A. McGee, City Clerk
APPROVED AS TO FORM:
________________________________
Eric S. Vail, City Attorney
4919-1653-4400 v1
EXHIBIT “A”
SCOPE OF SERVICES
Contractor shall provide those services as outlined below, and in its proposal dated July 29, 2026, included on the following pages.
The following scope of services is provided for the selection process. The City may alter the scope prior to executing a professional services agreement with the selected firm.
GENERAL PROVISION FOR SERVICES.
Vehicle Inspections
All fire apparatus inspections shall be performed in compliance with the current edition of NFPA 1915, Standard for Fire Apparatus Preventive Maintenance Program. The Contractor shall inspect each unit in the City’s fleet at scheduled intervals and document all findings in writing.
Preventive Maintenance Services
The following services shall be performed annually or when manufacturer -specified service intervals have been reached, whichever comes first:
• Engine oil and filter replacement
• Transmission fluid and filter service (where equipped) • Transfer case oil and filter replacement
• Axle oil replacement (front and rear)
• Engine coolant system service and flush
• Air filter inspection, service, and/or replacement as needed • Auxiliary pump engine oil and filter replacement
• Brake system inspection and service (pads, shoes, rotors, drums, hydraulic fluid) • Charging system inspection (alternator, batteries, cables) • Steering and suspension inspection
• Lighting and electrical systems inspection
• Air system inspection (compressors, air dryers, tanks, lines) • Fuel system inspection
• Cooling system hose and belt inspection
• Cab and body inspection, including compartment doors, latches, and hinges
Annual Fire Pump Service Testing
The Contractor shall perform Annual Service Tests of Fire Pump Systems on all applicable fire apparatus in accordance with NFPA 1911, Standard for the Inspection, Maintenance, Testing,
4919-1653-4400 v1
and Retirement of In -Service Emergency Vehicles. All test results shall be documented and copies provided to the Department Fleet Manager within five (5) business days of test completion.
Emergency and Unscheduled Repairs
The Contractor shall be available to perform emergency repairs and unscheduled maintenance services twenty-four (24) hours per day, seven (7) days per week, three hundred sixty- five (365) days per year, including holidays. For emergency situations, as determined by the City of Rialto Fire Department, the Contractor shall provide a maximum response time of three (3) hours. The Contractor shall maintain sufficient parts inventory and qualified personnel to achieve fast turnaround and minimize apparatus downtime.
Roadside and Field Service
The Contractor shall be capable of providing roadside service and field repairs on disabled apparatus that cannot be safely transported to the Contractor’s facility. Roadside service shall be available 24/7 at the rates bid by the Contractor.
Warranty Support
The Contractor shall assist the City of Rialto Fire Department in maintaining warranty coverage on all apparatus under manufacturer or extended war ranties. The Contractor shall notify the Department immediately upon discovering any condition that may affect warranty status. At the request of the Department, the Contractor shall act as the primary contact with apparatus or equipment manufacturers for warranty-related repair coordination.
Additional Repair Services
In addition to scheduled preventive maintenance, the Contractor shall be qualified and equipped to perform the following repair services, among others:
• Brake system repairs (front and rear axle, hydraulic, air) • Engine repairs, including in-frame and out-of-frame overhauls • Transmission removal, rebuilding, and installation
• Radiator removal and installation
• Alternator and charging system repairs
• Battery replacement and cable service
• Air conditioning system service (charging, nitrogen check, vacuum check) • Pump packing adjustment and fire pump repairs
• Electrical diagnostics and repairs
• Suspension, steering, and driveline repairs
GENERAL SERVICE REQUIREMENTS
Response Time and Availability
4919-1653-4400 v1
The Contr actor shall maintain 24/7/365 availability for emergency response. For critical situations as determined by the Department, the maximum response time shall not exceed three (3) hours. The Contractor shall staff sufficient qualified technicians and maintain adequate parts inventory to meet this requirement consistently throughout the contract term.
Service Documentation and Reporting
• The Contractor shall provide an itemized list of all completed services and/or repairs at the time of vehicle pick-up or delivery to the Department, including parts used, labor hours, and any recommended follow-up work.
• A hard copy of all service documentation shall accompany the apparatus at return, and a copy shall be submitted electronically to the City of Rialto Fleet Manager. • The Contractor shall submit invoices to the City no later than thirty (30) calendar days following completion of service. Invoices shall be itemized by labor category, parts, and applicable service type.
• The Contractor shall maintain a tracking system to monitor the status of all work orders and provide the Department with status updates upon request. • The Contractor shall maintain and archive records for all maintenance and repairs related to all of the City Fleet by individual vin/unit numbers.
Fleet Management Software Integration
The Contractor shall participate in and enter all service records, work orders, and maintenance data into the City of Rialto Fire Department’s Fleet Operations Management Software. The Contractor shall be responsible for timel y and accurate data entry and shall cooperate with the Department’s Fleet Manager to ensure system compatibility. No additional fees shall be charged to the City for data entry, software integration, or reporting compliance.
Training
The Contractor shall provide up to twelve (12) hours of annual training to Fire Department personnel covering preventive maintenance procedures, apparatus inspection, and related topics.
Training shall be conducted at a mutually agreed location and schedule. Training hours shal l be billed at the Contractor’s standard preventive maintenance labor rate as submitted in the bid response.
Tools, Equipment, and Facilities
The Contractor shall provide all tools, test equipment, diagnostic equipment, and facilities necessary to perform the required services. The City shall have the right to inspect the Contractor’s facility prior to contract award and periodically during the contract term upon reasonable notice.
Emergency Contact Information
Prior to contract commencement, and upon any c hanges thereafter, the Contractor shall provide the City of Rialto Fire Department with a current 24/7 emergency call- out list identifying the appropriate contact persons for after -hours emergency response, including names, titles, phone numbers, and alternate contacts.
4919-1653-4400 v1
Subcontractors
The Contractor shall not subcontract any portion of the required work without prior written approval from the City. Any approved subcontractor shall be subject to the same qualification, certification, and insurance requirements applicable to the primary Contractor.
Warranty Assistance
The Contractor shall assist the City in maintaining warranty coverage on all apparatus and equipment under manufacturer or extended warranties. The Contractor shall notify the Fleet Manager and the Fire Chief immediately upon discovering any condition that may affect warranty status.
PARTS AND MATERIALS
Parts Standards
The Contractor shall use OEM (Original Equipment Manufacturer) parts or parts that meet or exceed the quality and specifications of the parts currently in service on the apparatus. The use of aftermarket parts that do not meet OEM specifications is not permitted without prior written approval from the Fleet Manager.
Parts Availability and Freight
The City of Rialto shall not pay freight charges for any part identified as a regularly stocked item. The City shall not pay freight charges on any part returned or replaced under warranty. The Contractor shall provide, with the bid submission, a written explanation of parts availability clearly identifying which commonly used parts are regularly stocked at the Contractor’s facility.
Sample Parts List
As part of the bid response, the Contractor shall submit a sample list of commonly used parts and materials along with proposed pricing. This list is for evaluation purposes only and shall not be construed as a complete inventory. The sample list shall include, at minimum, items such as brake pads, brake shoes, rotors, filters (oil, air, fuel, hydraulic), batteries, belts, hoses, bulbs, and fluids.
SPECIALIZED SERVICES
In addition to general preventive maintenance and repair, the Contractor shall be qualified and equipped to provide the following specialized services. These requirements reflect the technical complexity of the City’s fire apparatus fleet and are considered essential to the performance of this contract.
Aerial Device Services
• The Contractor shall be capable of performing diagnostics, inspection, and repair of aerial devices, including ladder systems, platforms, and associated hydra ulic and structural components, in compliance with applicable NFPA standards.
Fire Pump Systems
4919-1653-4400 v1
• The Contractor shall be proficient in the service, repair, and testing of fire pump systems, including Darley, Hale, and Waterous pump brands.
• The Contractor shall be an Authorized Repair Center and Parts Distributor for Darley and Waterous pumps. Proof of authorization from each pump manufacturer shall be submitted with the bid.
Transmission Diagnostics
• The Contractor shall possess Allison DOC 2 diagnostic s oftware and be capable of performing Allison transmission diagnostic services and minor repairs. This capability shall be maintained in-house and available throughout the contract term.
Generator Systems
• The Contractor shall be capable of servicing and repairing emergency generators installed on fire apparatus, including Onan, Harrison, and Smart Power generator systems.
Diagnostic capability and parts availability for each of these generator brands shall be demonstrated at the time of facility inspection.
Engine Platforms
• The Contractor shall provide full diagnostic and repair services for the following engine platforms used in the City’s fire apparatus fleet:
• Detroit Diesel DD13, DD15, and Series 60
• Cummins ISL9, X12, X15, and CM2350
Technicians assigned to engine repair work shall have documented training and verifiable experience on each of the engine platforms listed above.
ABS Systems
• The Contractor shall possess the capability to diagnose and repair ABS (Anti-Lock Braking System) systems across the following platforms used in the City’s fleet: Bendix, Bosch, and Wabco. Diagnostic tools for each platform shall be maintained at the Contractor’s facility.
Suspension Systems
• The Contractor shall be authorized or have demonstrated expertise in performing maintenance and repairs on the following suspension systems: Hendrickson, Reyco Granning, Stander, and Tak-4. Documentation of authorization or equivalent experience for each suspension platform shall be submitted with the bid.
Multiplex and Electrical Diagnostics
4919-1653-4400 v1
• The Contractor shall be an authorized service facility for, and possess operational capability to use, the following multiplex diagnostic software platforms: ESKEY, Weldon, and DTD. Proof of authorization
or licensed software access for each platform shall be
submitted with the bid.
REQUIRED IN-HOUSE CAPABILITIES
The Contractor shall possess and maintain the following in- house service capabilities throughout the contract term. These capabilities shall be performed at the Contractor’s facility by qualified on-staff personnel and shall not be routinely subcontracted without prior written approval from the City. Proof of capability shall be demonstrated during any pre - award facility inspection.
Fabrication and Body
• Welding — MIG and TIG welding on aluminum, steel, and stainless steel. The Contractor shall employ at least one (1) certified welder capable of performing structural and cosmetic weld repairs on fire apparatus components. • Poly Tank Repair — The Contractor shall have the equipment and expertise to perform in-house repair of polyethylene water tanks used on fire apparatus. • Paint and Body Repair — The Contractor shall be capable of performing paint touch- up, body panel repair, and finish work on fire apparatus.
Drivetrain and Diagnostics
• Allison Transmission Diagnostics — The Contractor shall possess Allison DOC (Diagnostic Optimized Connection) software and be capable of performing Allison DOC 2 diagnostic services and minor transmission repairs in-house. • Engine Repair — The Contractor s hall be capable of performing diagnostics and repair on Cummins and Detroit Diesel engine platforms, including in- house engine work on the specific engine models used in the City’s fleet.
Electrical and Power Systems
Generator Repair — The Contractor shall be capable of performing in-house diagnostic and repair services on emergency generators, including Onan, Harrison, and Smart Power generator systems used on fire apparatus.
Required Technician Certifications
All technicians assigned to perform work on Ci ty of Rialto fire apparatus shall hold the applicable certifications required for their assigned scope of work. At minimum, the Contractor’s workforce shall include technicians certified as follows:
• California Fire Mechanic Academy (CFMA) Certification — At least one (1) CFMA-certified technician shall be on staff and available for City work assignments.
4919-1653-4400 v1
CFMA certification is the preferred standard for fire apparatus mechanics in California.
• Emergency Vehicle Technician (EVT) Certification — At least one (1 ) technician holding a current, valid EVT certification issued by the Emergency Vehicle Technician Certification Commission (EVTCC) shall be employed and available for fire apparatus service. Possession of the EVT Fire Apparatus Technician (FAT) designation will be given positive consideration in the bid evaluation. • ASE Medium/Heavy Truck (T-Series) Certification — A minimum of two (2) full - time technicians shall hold current ASE Medium/Heavy Truck certifications. At least one (1) ASE-certified technician shall be on duty during all normal business hours. • NFPA-Trained Technicians and Managers — The Contractor shall demonstrate that technicians and supervisory staff performing fire apparatus maintenance have received training consistent with NFPA standards, including NFPA 1915 and NFPA 1911. Documentation of NFPA-aligned training shall be submitted with the bid.
• Certified Welder — The Contractor shall employ at least one (1) certified welder qualified to perform MIG, TIG, aluminum, steel, and stainless -steel welding. Proof of welder certification shall be submitted with the proposal.
Proof of all required certifications shall be submitted with the bid for each qualifying technician, including full name, certification number(s), certifying entity, and expiration date(s). The Contractor shall ensure certifications are renewed prior to expiration and shall submit updated documentation to the City’s Fleet Manager upon each renewal. Lapse of any required certification without immediate remediation shall constitute a breach of contract.
Manufacturer Authorized Service Center Certifications
The Contractor shall hold current, valid authorized service center certification from the following manufacturers and shall maintain all such authorizations in good standing throughout the full term of the contract:
• Spartan — Authorized Service Center
• KME (Kovatch Mobile Equipment) — Authorized Service Center • Cummins — Authorized Service Facility (see also Section 3.2). Verification available at: https://www.cummins.com/en-na/locations
• Meritor — Authorized Repair Facility
The following requirements apply to each manufacturer authorization listed above:
• Proof of current authorization for each manufacturer for vehicles owned or have on order shall be submitted with the bid in the form of a valid authorization letter or certificate issued directly by the manufacturer, dated within twelve (12) months of the bid submission date.
4919-1653-4400 v1
• Manufacturer-authorized technicians shall perform or directly supervise all warranty- related repairs and manufact urer-required service procedures on corresponding apparatus in the City’s fleet.
• The Contractor shall immediately notify the City’s Fleet Manager and Fire Chief in writing if any manufacturer authorization is placed under review, suspended, or revoked. Failure to maintain all required manufacturer authorizations shall constitute a material breach of contract.
• In the event a manufacturer authorization is lost and cannot be reinstated within sixty (60) calendar days, the City reserves the right to terminate t he contract or engage a supplemental contractor for affected apparatus at the primary Contractor’s expense.
Technician Qualifications — General
• All technicians performing work on City apparatus shall be qualified by documented training, experience, and applicable certifications for the specific type of work being performed.
• Technicians performing diesel engine diagnostics and repairs shall have verifiable training and experience with the specific engine platforms in the City’s fleet, including Detroit DD13/DD15/Series 60 and Cummins ISL9/X12/X15/CM2350. • The Contractor shall maintain a current personnel roster identifying each technician by full name, position title, certifications held (with certification numbers and expiration dates), and the manufacturer platforms and systems they are qualified to service. This roster shall be submitted with the bid and updated in writing whenever personnel changes occur.
• The City reserves the right to request removal of any technician from City work assignments if qualifications are found to be insufficient or if conduct issues arise, and the Contractor shall comply within forty-eight (48) hours.
Mandatory Qualifications
• The Contractor shall have been continuously in business for a minimum of five (5) years providing preventive maintenance and repair services for fire apparatus and emergency vehicles.
• The Contractor’s primary service facility shall be located within San Bernardino County. • The Contractor shall be an Authorized Cummins Service Facility at the time of bid submission and throughout the contract term. Verification of authorization is available at:
https://www.cummins.com/en-na/locations
• The Contractor shall be an Authorized Meritor Repair Facility at the time of bid submission and throughout the contract term.
• The Contractor shall submit a minimum of three (3) verifiable references from public agencies (municipalities, fire districts, or counties) for whom fire apparatus maintenance services were provided within the past five (5) years. References shall include the agency
4919-1653-4400 v1
name, contact name, contact phone and email, contract term, and a description of services provided.
Facility Requirements
• The Contractor’s service facility shall have sufficient bay size and overhead clearance to accommodate full-size fire apparatus, including aerial ladder trucks. Bay dimensions and overhead clearance shall be stated in the bid response. • The facility shall be equipped with electronic service tools and test equipment required to service the specific makes, models, and engine/drivetrain platforms in the City’s fleet.
• The Contractor shall permit inspection of the service facility by the City’s Fleet Manager or designee prior to contract award and at any time during the contract term upon reasonable advance notice.
• The Contractor’s service facility must be located within San Bernardino County or within a fifty (50) mile radius of the City limits to ensure timely response, efficient transportation of apparatus, and minimal disruption to Fire Department operations.
4919-1653-4400 v1
4919-1653-4400 v1
4919-1653-4400 v1
4919-1653-4400 v1
4919-1653-4400 v1
4919-1653-4400 v1
4919-1653-4400 v1
4919-1653-4400 v1
4919-1653-4400 v1
4919-1653-4400 v1
4919-1653-4400 v1
EXHIBIT “B”
SCHEDULE OF PERFORMANCE
The term of this Agreement is three (3) years commencing on the Effective Date (“Term”) unless earlier terminated in accordance with the provisions of Section 8 [Default and Termination]. The City shall have the unilateral option, at its sole discretion, to renew this Agreement automatically for no more than two (2) additional one (1) year terms.
4919-1653-4400 v1
EXHIBIT “C”
COMPENSATION
Total compensation to Contractor for the Services shall not exceed One Million Two Hundred Thousand Dollars and Zero Cents ($1,200,000.00), the total price or “not to exceed” amount set forth in Exhibit “C,” without the prior written approval of City in accordance with Section 9.10 [Amendments] and Section 9.19 [Administration and Implementation].
4919-1653-4400 v1
EXHIBIT “D”
REPRESENTATIVES
CITY’S REPRESENTATIVE
City of Rialto Fire Department
Attn: Division Chief Jacob Huber
150 S. Palm Avenue
Rialto, CA 92376
Phone: 909-820-2525
Email Address: [email protected]
CONTRACTOR’S REPRESENTATIVE
Kalmikov Enterprises, Inc. Dba Fire Apparatus Solutions Attn: President William Kalmikov
1762 S. Sycamore Ave.
Rialto, CA 92376
Phone: 714-357-9706
Email Address: [email protected]
4919-1653-4400 v1
EXHIBIT “E”
BONDS REQUIRED
“No Bonds Required”
4919-1653-4400 v1
EXHIBIT “F”
INSURANCE REQUIREMENTS FOR CITY OF RIALTO
The City requires a certificate of insurance, including an underwriter’s endorsement, prior to commencement of the Services.
The insurance policies are to include additional endorsements that contain the following provisions:
1. That the City of Rialto and its respective elected officials, officers, employees, agents and representatives are additional insureds under the policy;
2. The policies are primary and non-contributory to any insurance that may be carried by City;
3. The City is entitled to thirty (30) days’ prior written notice of cancellation , material reduction, or non-renewal of the policy or policies.
4. The insurance shall be carried only by responsible insurance companies that have rated “A -” and “V” or better by the A.M. Best Key Rating Guide, that are licensed to do business in the State of California. City will accept insurance provided by non- admitted “surplus lines” carriers only if the carrier is authorized to do business in the State of California.
Only the following “marked” requirements are applicable:
X Commercial General Liability (CGL): Insurance written on an occurrence basis to protect Contractor and City against liability or claims of liability which may arise out of this Agreement in the amount of one million dollars ($1,000,000) per occurrence and subject to an annual aggregate of two million dollars ($2,000,000). There shall be no endorsement or modification of the CGL limiting the scope of coverage for either insured vs. additional insured claims or contractual liability. All defense costs shall be outside the limits of the policy.
X Vehicle Liability Insurance: Contractor shall also procure and shall maintain during the term of this Agreement vehicle liability insurance in an amount not less than $1,000,000 for injuries, including accidental death, to any one person, and subject to the same minimum for each person, in a n amount not less than one million dollars ($1,000,000) for each accident, and property damage insurance in an amount of not less than one million dollars ($1,000,000). [ NOTE: IF CONTRACTOR
DOES NOT OWN ANY COMPANY VEHICLES OR MAY NOT BE ABLE TO PURCHASE A
BUSINESS AUTOMOBILE INSURANCE POLICY, THE REQUIREMENT MAY BE SATISFIED BY PROVIDING EITHER OF THE FOLLOWING: (1) a Personal Automobile Liability policy for the Contractor’s own vehicle stipulating “Automobile Liability Insurance with a limit of not less than
4919-1653-4400 v1
$1,000,000 each accident”; or (2) a non -owned auto endorsement to the Commercial General Liability policy if Contractor uses vehicles of others e.g., vehicles of employees).
X Workers’ Compensation Insurance: For all of Contractor’s employees who will provide Services under this Agreement and to the extent required by applicable state or federal law, Contractor shall keep in full force and effect a Workers’ Compensation policy that includes a minimum of one million dollars ($1,000,000) of employers’ liability coverage. Contractor shall provide an endorsement that the insurer waives the right of subrogation against the City and its respective elected officials, officers, employees, agents, volunteers and representatives. In the event a claim under the provisions of the California Workers’ Compensation Act is filed against City by a bona fide employee of Contractor participating under this Agreement, Contractor is to defend and indemnify the City from such claim. If Contractor has no employees or agents, Contractor shall not be required to maintain Workers’ Compensation Insurance. However, in the event that Contractor hires employees or agents during the Term of this Agreement, Contractor shall obtain and maintain Workers’ Compensation Insurance in accordance with this section.