1 (ZĞǀ͘ϯ.ϮϮ.ϮϮ)
CITY OF STOCKTON
STANDARD AGREEMENT
1. This Agreement is entered into between the City of Stockton (“City”) and (“Contractor”)to provide
as set forth in Exhibit A to this Agreement.
_____________________________________________________________________________
2. The term of this Agreement is as follows, unless amended as described in Exhibit A and Exhibit C section 8:
Commences on: Terminates on:
_____________________________________________________________________________
3. The maximum not to exceed amount to be paid to Contractor for the term of this Agreement, including if authorized, reimbursement of expenses, is: $
4. The complete Agreement consists of all the following Agreement documents which by reference are incorporated and made a part of this Agreement. The parties agree to comply with the terms and conditions of this Agreement.
J
([KLELW*6SHFLDO)XQGLQJ7HUPV &RQGLWLRQV
,IDSSOLFDEOHFKHFNER[
<(6
____________________________________________________________________________ IN WITNESS WHEREOF, the authorized parties have executed this Agreement.
CONTRACTOR
______________________________________________________________________________________________ Contractor’sName (if other than an individual, state whether a corporation, partnership, etc.):
______________________________________________________________________________________________ Authorized Signature Date
______________________________________________________________________________________________ Printed Name and Title of Person Signing
______________________________________________________________________________________________ Address
CITY OF STOCKTON
_________________________________________________________BB________________ +DUU\%ODFN City Manager Date
ATTEST:
____________________________________________________________________________ (OL]D5*DU]D&0&, City Clerk
APPROVED AS TO FORM:
/RUL0$VXQFLRQ, $FWLQJCity Attorney
BY:
Agreement Number:
(a) Exhibit A – Statement of Work
(b) Exhibit B – Insurance
(c) Exhibit C – General Terms Conditions
(d) Exhibit D –
H
Exhibit E – Compensation Schedule
(f) Exhibit F – Timeline
ATTACHMENT A
Scotts PPE Recon Inc. Personal Protective Equipment Services June 30, 2025
148,500
Professional Services Special Terms & Conditions
ARPA
Scotts PPE Recon Inc.
Ralph Scott, President
827 Black Diamond Way, Ste. C, Lodi, CA 95240
(Rev. 10.30.18)
EXHIBIT A
STATEMENT OF WORK
1. Project Objectives
1.1 To provide cleaning, inspection, maintenance, and repair of Personal Protective Equipment for the City.
2. Project Scope
2.1 Contractor shall provide all labor, materials, and equipment to clean, inspect, perform maintenance, and repair Personal Protective Equipment (PPE) in accordance with the most current edition of the National Fire Protection Associate (NFPA) Code 1851 and other relevant NFPA standards, OSHA regulations, and the care and maintenance guidelines of the PPE manufacturer(s).
2.2 The items that fall under the scope of this contract shall include, but are not limited to, all PPE equipment such as firefighter structural ensembles and wildland ensembles.
2.3 Contractor shall provide services on an as needed basis, as requested by the City.
3. Specifications
3.1 City turnouts are manufactured by various manufacturers including, but not limited to, Lion Apparel, Globe, and Morning Pride. Contractor shall be certified to service turnouts from all manufacturers used by City in
accordance with NFPA 1851, Chapter 11, Verification.
3.1.1 Contractor shall be required to comply with the care and maintenance guidelines provided by the manufacturer(s) of each element.
3.2 Contractor shall comply with the requirement of NFPA 1851, Standard on Selection, Care, and Maintenance of Protective Ensembles for Structural Fire Fighting and Proximity Fire Fighting.
3.3 Contractor shall utilize materials, processes and/or procedures that are compliant with the applicable NFPA 1971 Standard on Protective Ensembles for Structure Fire Fighting and Proximity Fire Fighting.
ATTACHMENT A
(Rev. 10.30.18)
3.4 Contractor shall provide advanced inspections and advanced cleaning that is compliant with the most current version of NFPA 1851, other NFPA guidelines, and the manufacturers' recommendations.
3.4.1 The advanced inspection shall include documentation of all PPE items and components listed in NFPA 1851, Section 4.3. Any records of PPE which has been inspected by the Contractor shall be accessible to the City.
3.4.2 The advanced inspection shall include a complete liner inspection, which includes a Water Penetration Barrier Evaluation.
3.4.3 Contractor shall provide specialized cleaning if decontamination is needed.
3.5 Contractor shall provide advanced cleaning of PPE (boots, hoods, structure coats, structure pants, wildland coats and wildland pants).
3.5.1 Contractor shall provide a cleaning program that is compliant with NFPA 1851 and manufacturer's recommendations regarding water temperature, detergent and/or cleaning agents, washer/extractor settings, or other items identified by the manufacturer.
3.5.2 To minimize the threat of cross-contamination during the cleaning process, Contractor’s extractor/washer shall be dedicated to the cleaning of PPE only, as per NFPA 1500, 5.1 - 7.1.2.
3.6 Contractor shall provide decontamination service for PPE that becomes contaminated with hazardous materials (e.g., diesel fuel, gasoline, hydraulic oil, insecticides, pesticides, asbestos, acids, and other hazardous chemicals, including biohazard such as blood, vomit, etc.)
3.6.1 Contractor shall implement disinfecting procedures intended to eliminate the hazards associated with blood and other biological fluids for each ensemble element.
3.6.2 When necessary, Contractor shall perform specialized cleaning as defined by the most current version of NFPA 1851 (hazardous material decontamination and cleaning.)
3.7 Contractor shall repair all deficiencies identified In the Advanced Inspection, which have been approved for repair by City, prior to being returned. All repairs shall be in conformance with all applicable NFPA standards and shall not void any manufacturer warranties when performing such work. No major alteration and/or any modifications outside of the City’s standard specifications shall be
made to PPE without prior authorization by City.
ATTACHMENT A
(Rev. 10.30.18)
3.7.1 City will provide Contractor with City’s standard specifications for PPE prior to the first service request.
3.7.2 All repairs shall be performed by a person trained to perform repairs on all structural and proximity garments manufactured according to NFPA 1971.
3.7.3 Repair parts and methods shall meet with manufacturer requirements and the applicable requirements of NFPA 1971.
3.7.4 Repairs and alterations shall be performed in a manner that is consistent with manufacturer instructions as outlined In NFPA 1851, Sect 8. Repairs and alterations shall be performed to keep the garment “fit for service”.
3.7.5 Contractor shall provide a final Inspection of repaired PPE by trained personnel to guarantee that all work meets or exceeds NFPA standards.
3.7.6 Upon receipt of repaired PPE, the City shall also receive all pertinent records documenting all work performed by the Contractor, including all inspections, cleaning, and repairs.
3.8 Contractor shall guarantee completion of work without voiding the original manufacturer's warranty on all PPE serviced.
3.9 Contractor shall provide all necessary materials to properly store PPE at no additional cost to the City.
3.10 Contractor shall develop a shift and route schedule with the City for pick-up and delivery to assure complete compliance as per NFPA 1851.
3.11 Contractor shall complete advanced cleaning, advanced inspection, specialized cleaning, liner inspections and repairs, and return all PPE within (7) business days of pick up from the City.
3.11.1 Business days are defined as Monday through Friday; national holidays are excluded. Extensions shall be acceptable if reasonable cause can be shown requiring extension and is agreed upon by the
City and the Contractor (e.g., hazardous materials, flammable liquids, or major repairs.)
3.12 If work instructions were not provided by City with the PPE at the time of pick up, the Contractor shall contact the City for further instructions.
ATTACHMENT A
(Rev. 10.30.18)
3.13 All ensemble elements shall be placed in a clear protective bag and returned to the City. Each bag shall include work order documentation of all cleaning and repairs made to PPE. Each bag shall also have a label affixed providing the following Information:
x Item Description
x Serial Number (If available)
x Serial Number Barcode
x Department's Name
x Firefighters Name
x Date of Service
3.14 City will assess a late delivery charge for delay beyond specified delivery dates, in the amount of five percent (5%) per day per unit (for cost of cleaning) for each calendar day of delay.
3.14.1 Contractor shall not be held responsible for losses caused by act of God or any other cause not within their control and which could not, by the exercise of reasonable diligence have been avoided. The City will have final determination.
3.14.2 City will deduct all late charges from payment dueWR&RQWUDFWRU.
3.15 Contractor shall provide a retirement program, compliant with NFPA 1851, Sect. 10.
3.15.1 Elements shall be removed from service when:
x Repairs cannot return the ensemble or ensemble element to a safe and usable condition.
x The ensemble or ensemble element has exceeded its useful life.
3.15.2 For elements that are recommended to be retired, Contractor shall:
x Mark the applicable element with a tag, indicating "REMOVE FROM SERVICE WARNING”.
x Attach with the documentation, a report indicating why the element is recommended for retirement. Retirement report shall also indicate if element can be used for non-fire training. x As outlined in NFPA 1851, Sect. 10.2.2, elements utilized for non- fire training shall be marked by the Contractor using a non-FR rated white trim to be applied to each trouser cuff and each jacket cuff.
x Return or dispose of the items, as per instruction from the City. x Allow a third party, at City’s request, to inspect all ensemble and ensemble elements recommended for retirement.
ATTACHMENT A
(Rev. 10.30.18)
3.16 Contractor shall be responsible for tracking and maintaining a database of all records in accordance with NFPA 1851 and OSHA regulations. This shall include all cleaning, inspection, repairs, and alterations.
3.16.1 Contractor shall utilize a tracking system acceptable to the City.
The
City shall be able to access this information on an as needed basis.
3.16.2 All information regarding the inspections, cleaning, repairs, and other maintenance performed to the City’s PPE shall be available upon request and shall be provided in an exportable format (Excel).
3.16.3 Contractor shall provide and maintain a database record-keeping program meeting all of the requirements of NFPA 1851 including:
x Organization's information
x Person to whom element is issued
x Date and condition when issued
x Month and year of manufacture
x Serial number
x Material makeup
x Advanced Inspection(s)
x Cleaning type
x Date completed
x Technician performing cleaning
x Repair type
x Date completed
x Technician performing repairs.
3.16.4 Contractor shall have the abilit y to provide reports of the record- keeping information described above to the City’s designated personnel.
3.16.5 Contractor shall employ the technology to scan and read the data from all manufacturers' barcodes.
3.16.6 For elements that do not have a barcode or where the barcode is damaged, it shall be replaced with a new pre-printed barcode provided by Contractor.
3.16.7 City will furnish the Contractor with the following information: Fire station number, address, phone number point of contact and a Personnel Roster that includes employee name, employee station, employee shift, employee PPE ensemble information.
ATTACHMENT A
(Rev. 10.30.18)
3.17 All elements in the possession of the Contractor for service shall be stored per the most current version of NFPA 1851, Section 9.
3.17.1 Ensembles or ensemble elements shall not be stored in direct sunlight or exposed to direct sunlight while not being worn.
3.17.2 Ensembles and ensemble elements shall be clean and dry before storage.
3.17.3 Ensemble and ensemble elements shall not be stored in airtight containers unless
they are new and unissued.
3.18 Random audits of the Contractor's cleaning and/or repair process by City will be allowed once per quarter, as deemed necessary by City.
3.19 If the
advanced inspection determines that there is any large amount of abnormal deterioration in any component of the gear, the Contractor shall provide the inspection data and trend analysis to help determine the source of the wear.
3.20 All test results shall be recorded and available to City.
3.21 Contractor shall not dispose of any gear without prior approval of the City.
3.22 Contractor shall maintain pump injection systems on City PPE extractor systems and shall supply detergents and disinfectants compliant to the most current edition of NFPA 1851.
3.23 Contractor shall provide an annual NFPA 1851 compliant training for Advanced Cleaning and Advanced Inspection to City’s PPE personnel at no additional cost to the City.
4. Notices
Pursuant to Exhibit C – General Terms and Conditions, Paragraph 15 – Notices, the mailing address for all required notices is as follows:
Contractor: Scotts PPE Recon Inc. City: City of Stockton Attn: Ralph Scott Attn: City Manager
827 Black Diamond Way, Ste. C 425 N. El Dorado Street
Lodi, CA 95240 Stockton, CA 95202
5. Key Personnel
Ralph Scott, Scotts PPE Recon Inc.
ATTACHMENT A
(Rev. 10.30.18)
6. Option to Renew.
The term of the Agreement may be extended up to 2 years by a written amendment executed by both parties. However, the total term of the Agreement including the extended term shall not exceed 5 years.
ATTACHMENT A
REV 2022-05-17
Exhibit %:
Insurance Requirements
Contractor shall procure and maintain for the duration of the contract insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder and the results of that work by the Contractor, his agents, representatives, employees or subcontractors.
MINIMUM SCOPE AND LIMIT OF INSURANCE
Coverage shall be at least as broad as:
1. Commercial General Liability (CGL): Insurance Services Office Form CG 00 01 covering CGL on an “occurrence” basis, including products and completed operations, property damage, bodily injury and personal & advertising injury with limits no less than $2,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location (ISO CG 25 03 or 25 04) or the general aggregate limit shall be twice the required occurrence limit.
2. Automobile Liability: ISO Form Number CA 00 01 covering any auto (Code 1), or if Contractor has no owned autos, hired, (Code 8) and non-owned autos (Code 9), with limit no less than $1,000,000 per accident for bodily injury and property damage.
3. Workers’ Compensation: as required by the State of California, with Statutory Limits, and Employer’s Liability Insurance with limit of no less than $1,000,000 per accident for bodily injury or disease.
If the Contractor maintains broader coverage and/or higher limits than the minimums shown above, the City of Stockton requires and shall be entitled to the broader coverage and/or the higher limits maintained by the contractor. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City of Stockton.
Other Insurance Provisions
The insurance policies are to contain, or be endorsed to contain, the following provisions:
AAdditional Insured Status
The City of Stockton, its officers, officials, employees, and volunteers are to be covered as additional insureds on the CGL policy with respect to liability arising out of work or operations performed by or on behalf of the Contractor including materials, parts, or equipment furnished in connection with such work or operations. General liability coverage can be provided in the form of an endorsement to the Contractor’s insurance
ATTACHMENT A
REV 2022-05-17
(at least as broad as ISO Form CG 20 10 11 85 or if not available, through the addition of both CG 20 10, CG 20 26, CG 20 33, or CG 20 38; and CG 20 37 if a later edition is used). Additional insured Name of Organization shall read “City of Stockton, its officers, officials, employees, and volunteers.” Policy shall cover City of Stockton, its officers, officials, employees, and volunteers for all locations work is done under this contract.
PPrimary Coverage
For any claims related to this contract, the Contractor’s insurance coverage shall be primary and non-contributory and at least as broad as ISO CG 20 01 04 13 as respects the City of Stockton, its officers, officials, employees, and volunteers. Any insurance or self-insurance maintained by the City of Stockton, its officers, officials, employees, or volunteers shall be excess of the Contractor’s insurance and shall not contribute with it. This requirement shall also apply to any Excess or Umbrella liability policies. The City of Stockton does not accept endorsements limiting the Contractor’s insurance coverage to the sole negligence of the Named Insured.
Umbrella or Excess Policy
The Contractor may use Umbrella or Excess Policies to provide the liability limits as required in this agreement. This form of insurance will be acceptable provided that all of the Primary and Umbrella or Excess Policies shall provide all of the insurance coverages herein required, including, but not limited to, primary and non-contributory, additional insured, Self-Insured Retentions (SIRs), indemnity, and defense requirements. The Umbrella or Excess policies shall be provided on a true “following form” or broader coverage basis, with coverage at least as broad as provided on the underlying Commercial General Liability insurance. No insurance policies maintained by the Additional Insureds, whether primary or excess, and which also apply to a loss covered hereunder, shall be called upon to contribute to a loss until the Contractor’s primary and excess liability policies are exhausted.
Notice of Cancellation
Each insurance policy required above shall provide that coverage shall not be canceled, except with notice to the City of Stockton.
Waiver of Subrogation
Contractor hereby grants to City of Stockton a waiver of any right to subrogation which any insurer of said Contractor may acquire against the City of Stockton by virtue of the payment of any loss under such insurance. Contractor agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not the City of Stockton has received a waiver of subrogation endorsement from the insurer.
Self-Insured Retentions
ATTACHMENT A
REV 2022-05-17
Self-insured retentions must be declared to and approved by the City of Stockton. The City of Stockton may require the Contractor to purchase coverage with a lower retention or provide proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention. The policy language shall provide, or be endorsed to provide, that the self-insured retention may be satisfied by either the named insured or City of Stockton. The CGL and any policies, including Excess liability policies, may not be subject to a self-insured retention (SIR) or deductible that exceeds $25,000 unless approved in writing by City of Stockton. Any and all deductibles and SIRs shall be the sole responsibility of Contractor or subcontractor who procured such insurance and shall not apply to the Indemnified Additional Insured Parties. City of Stockton may deduct from any amounts otherwise due Contractor to fund the SIR/deductible. Policies shall NOT contain any self-insured retention (SIR) provision that limits the satisfaction of the SIR to the Named. The policy must also provide that Defense costs, including the Allocated Loss Adjustment Expenses, will satisfy the SIR or deductible. City of Stockton reserves the right to obtain a copy of any policies and endorsements for verification.
AAcceptability of Insurers
Insurance is to be placed with insurers authorized to conduct business in the state with a current A.M. Best’s rating of no less than A:VII, unless otherwise acceptable to the City of Stockton.
Verification of Coverage
Contractor shall furnish the City of Stockton with original certificates and amendatory endorsements or copies of the applicable policy language effecting coverage required by this clause and a copy of the Declarations and Endorsements Pages of the CGL and any Excess policies listing all policy endorsements. All certificates and endorsements and copies of the Declarations & Endorsements pages are to be received and approved by the City of Stockton before work commences. However, failure to obtain the required documents prior to the work beginning shall not waive the Contractor’s obligation to provide them. The City of Stockton reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time. City of Stockton reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances.
Special Risks or Circumstances
City of Stockton reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances.
Certificate Holder Address
ATTACHMENT A
REV 2022-05-17
The address for mailing certificates, endorsements and notices shall be:
City of Stockton
Its Officers, Officials, Employees, and Volunteers
400 E Main St, 3
rd Floor – HR
Stockton, CA 95202
ATTACHMENT A
1 (Rev. 10.30.18; Mod 10.28.20 SG)
EXHIBIT C
GENERAL TERMS AND CONDITIONS
1. Goods, Equipment and Services. Subject to the terms and conditions set forth in this Agreement, Contractor shall provide to City the services described in Exhibit A of the Agreement. Contractor shall provide said services at the time, place and in the manner specified in Exhibit A of the Agreement.
2. City Assistance, Facilities, Equipment and Clerical Support. Except as set forth in Exhibit A, Contractor shall, at its sole cost and expense, furnish and maintain all facilities and equipment that may be required for furnishing services pursuant to this Agreement. If applicable, City shall furnish to Contractor only the facilities and equipment listed in Exhibit A to the Agreement.
3. Compensation . City shall pay Contractor for services rendered pursuant to this Agreement as described more particularly in Exhibit A and Exhibit E to the Agreement.
3.1Invoices submitted by Contractor to City must contain a brief description of work performed, time spent and City reference number. Within thirty (30) days of receipt of Contractor’s invoice, City will review invoice, and if acceptable make payment on approved invoice.
3.2 Upon completion of work and acceptance by City, Contractor shall have sixty (60) days in which to submit final invoicing for payment. An extension may be granted by City upon receiving a written request thirty (30) days in advance of said time limitation. The City shall have no obligation or liability to pay any invoice for work performed which the Contractor fails or neglects to submit within sixty (60) days, or any extension thereof granted by the City, after the work is accepted by the City.
4. Sufficiency of Contractor’s Work . All Contractor services, work, and deliverables shall be performed in a good and workmanlike manner with due diligence in accordance with the degree of skill norma lly exercised by similar contractors supplying services and work of a similar nature, and in conformance with applicable laws, codes and professional standards. Contractor’s work shall be adequate and sufficient to meet the purposes of this Agreement.
5. Ownership of Work . All reports, work product, all other documents completed or partially completed by Contractor or its approved subcontractors, in performance of this Agreement, and if applicable, drawings, designs, and plan review comments shall become the property of the City. Any and all copyrightable subject matter in all materials is hereby assigned to the City and the Contractor and its approved subcontractors agree
ATTACHMENT A
2 (Rev. 10.30.18; Mod 10.28.20 SG)
to execute any additional documents that may be necessary to evidence such assignment. All materials shall be delivered to the City upon completion or termination of the work under this Agreement. If any materials are lost, damaged or destroyed before final delivery to the City, the Contractor shall replace them at its own expense.
Contractor and its approved subcontractors shall keep materials confidential. Materials shall not be used for purposes other than performance of services under this Agreement and shall not be disclosed to anyone not connected with these services, unless the City provides prior written consent.
6. Timeliness. Time is of the essence in this Agreement. Further, Contractor acknowledges that the failure of Contractor to comply with the time limits described in Exhibit A and Exhibit F may result in economic or other losses to the City.
7. Changes . Both parties to this Agreement understand that it may become desirable or necessary during the term of this Agreement for City to modify the scope of services provided for under this Agreement. Any material extension or change in the scope of work shall be discussed with City and the change and cost shall be memorialized in a written amendment to the original contract prior to the performance of the additional work. Until the amendment is so executed, City will not be responsible to pay any charges Contractor may incur in performing such additional services, and Contractor shall not be required to perform any such additional services.
8. Amendment. No variation of the terms of this Agreement shall be valid unless an amendment is made in writing and signed by both parties.
9. Contractor’s Status .
9.1 In performing the obligations set forth in this Agreement, Contractor shall have the status of an independent contractor and Contractor shall not be considered to be an employee of the City for any purpose. All persons working for or under the direction of Contractor are its agents and employees and are not agents or employees of City. Contractor by virtue of this Agreement, has no authority to bind or incur any obligation on behalf of City. Except as expressly provided in Exhibit A, Contractor has no authority or responsibility to exercise any rights or power vested in the City. No agent, officer or employee of the City is to be considered an employee of the Contractor.
It is understood by both Contractor and City that this Agreement shall not be construed or considered under any circumstances to create an employer-employee relationship or a joint venture.
9.2 Contractor shall determine the method, details and means of performing the work and services to be provided by Contractor under this Agreement. Contractor shall be responsible to City only for the requirements and results specified in this Agreement and, except as expressly provided in this Agreement, shall not be subjected to City's
ATTACHMENT A
3 (Rev. 10.30.18; Mod 10.28.20 SG)
control with respect to the physical action or activities of Contractor in fulfillment of this Agreement. Contractor has control over the manner and means of performing the services under this Agreement. If necessary, Contractor has the responsibility for employing other persons or firms to assist Contractor in fulfilling the terms and obligations under this Agreement.
9.3 If in the performance of this Agreement any third persons are employed by Contractor, such persons shall be entirely and exclusively under the direction, supervision and control of Contractor. All terms of employment including hours, wages, working conditions, discipline, hiring and discharging or any other term of employment or requirements of law shall be determined by the Contractor.
9.4 It is further understood and agreed that Contractor must issue W-2 forms or other forms as required by law for income and employment tax purposes for all of Contractor's assigned personnel under the terms and conditions of this Agreement.
10. Subcontractor.
10.1 Subcontractors shall not be recognized as having any direct or contractual relationship with City. Contractor shall be responsible for the work of subcontractors, which shall be subject to the provisions of this Agreement. Subcontractors will be provided with a copy of the Agreement and be bound by its terms. Contractor is responsible to City for the acts and omissions of its subcontractors and persons directly or indirectly employed by them.
10.2 If in the performance of this Agreement any third persons are employed by Contractor, such persons shall be entirely and exclusively under the direction, supervision and control of Contractor. All terms of employment including hours, wages working conditions, discipline, hiring, and discharging or any other term of employment or requirement of law shall be determined by Contractor.
10.3 It is further understood and agreed that Contractor must issue W-2 forms or other forms as required by law for income and employment tax purposes for all of Contractor’s personnel.
11. Termination.
11.1 Termination for Convenience of City. The City may terminate this Agreement at any time by mailing a notice in writing to Contractor. The Agreement shall then be deemed terminated, and no further work shall be performed by Contractor. If the Agreement is so terminated, the Contractor shall be paid for the work actually completed at the time the notice of termination is received.
ATTACHMENT A
4 (Rev. 10.30.18; Mod 10.28.20 SG)
11.2 Should either party default in the performance of this Agreement or materially breach any of its provisions, the other party, at that party’s option, may terminate this Agreement by giving written notification to the other party.
11.3 Funding- Non-Appropriation. It is mutually understood between the Parties that payment to the Contractor for performance shall be dependent upon the availability of appropriations by the City Council for the purposes of this Agreement. No legal liability on the part of the City for any payment may arise under this Agreement until funds are made available and until the Contractor ha s received funding availability, which will be confirmed in writing. If funding for any fiscal year is reduced or deleted, or if the City loses funding for any reason, the City, in its sole discretion, shall have the option to either (a) cause this Agreement to be canceled or terminated pursuant to applicable provisions of the Agreement; or (b) offer to amend the Agreement to reflect the reduced funding for this Agreement.
12. Non-Assignability . The Contractor shall not assign, sublet, or transfer this Agreement or any interest or obligation in the Agreement without the prior written consent of the City, and then only upon such terms and conditions as City may set forth in writing. Contractor shall be solely responsible for reimbursing subcontractors.
13. Indemnity and Hold Harmless. To the fullest extent permitted by law, Contractor shall hold harmless, defend at its own expense, and indemnify the City of Stockton, its officers, employees, agents, and volunteers, against any and all liability, claims, losses, damages, or expenses, incl uding reasonable attorney’s fees, arising from all acts or omissions of contractor or its officers, agents, or employees in rendering services under this contract; excluding, however, such liability, claims, losses, damages, or expenses arising from the City of Stockton’s sole negligence or willful acts.
The duty to defend and the duty to indemnify are separate and distinct obligations. The indemnification obligations of this section shall survive the termination of this agreement.
14. Insurance . During the term of this Agreement, Contractor shall maintain in full force and effect at its own cost and expense the insurance coverage as set forth in the attached Exhibit B to this Agreement and shall otherwise comply with the other provisions of Exhibit B to this Agreement.
15. Notices . All notices herein required shall be in writing and shall be sent by certified or registered mail, postage prepaid, addressed in Exhibit A to this Agreement.
16. Conformance to Applicable Laws . Contractor shall comply with all applicable Federal, State, and Municipal laws, rules, and ordinances. Contractor shall not discriminate in the employment of persons or in the provision of services under this Agreement on the basis of any legally protected classification, including race, color, national origin, ancestry, sex or religion of such person.
ATTACHMENT A
5 (Rev. 10.30.18; Mod 10.28.20 SG)
17. Licenses, Certifications and Permits . Prior to the City’s execution of this Agreement and prior to the Contractor’s engaging in any operation or activity set forth in this Agreement, Contractor shall obtain a City of Stockton business license, which must be kept in effect during the term of this Agreement. Contractor covenants that it has obtained all certificates, licenses, permits and the like required to perform the services under this Agreement. Such licenses, certificates and permits shall be maintained in full force and effect during the term of this Agreement.
18. Records and Audits . Contractor shall maintain all records regarding this Agreement and the services performed for a period of three (3) years from the date that final payment is made. At any time during normal business hours, the records shall be made available to the City to inspect and audit. To the extent Contractor renders services on a time and materials basis, Contractor shall maintain complete and accurate accounting records, in a form prescribed by City or, if not prescribed by City, in accordance with generally accepted accounting principles, such records to include, but not be limited to, payroll records, attendance cards, time sheets, and job summaries.
19. Confidentiality . Contractor shall exercise reasonable precautions to prevent the unauthorized disclosure and use of City reports, information or conclusions.
20. Conflicts of Interest . Contractor covenants that other than this Agreement, Contractor has no financial interest with any official, employee or other representative of the City. Contractor and its principals do not have any financial interest in real property, sources of income or investment that would be affected in any manner of degree by the performance of Contractor’s services under this Agreement. If such an interest arises, Contractor shall immediately notify the City.
21. Waiver . In the event either City or Contractor at any time waive any breach of this Agreement by the other, such waiver shall not constitute a waiver of any other or succeeding breach of this Agreement, whether of the same or of any other covenant, condition or obligation. No payment, partial payment, acceptance, or partial acceptance by City shall operate as a waiver on the part of City of any of its rights under this Agreement.
22. Governing Law . California law shall govern any legal action pursuant to this Agreement with venue for all claims in the Superior Court of the County of San Joaquin, Stockton Branch or, where applicable, in the Federal District Court of California, Eastern District, Sacramento Division.
23. No Personal Liability . No official or employee of City shall be personally liable to Contractor in the event of any default or breach by the City or for any amount due Contractor.
ATTACHMENT A
6 (Rev. 10.30.18; Mod 10.28.20 SG)
24. Severability. If any portion of this Agreement or application thereof to any person or circumstance shall be declared invalid by a court of competent jurisdiction or if it is found in contravention of any federal, state or city statue, ordinance or regulation the remaining provisions of this Agreement or the application thereof shall not be invalidated thereby and shall remain in full force and effect to the extent that the provisions of this Agreement are severable.
25. Non-Discrimination. During the performance of this Agreement, Contractor and its officers, employees, agents, representatives or subcontractors shall not unlawfully discriminate in violation of any federal, state, or local law, rule or regulation against any employee, applicant for employment or person receiving services under this Agreement because of race, religion, color, national origin, ancestry, physical or mental disability, medical condition (including genetic characteristics), marital status, age, political affiliation, gender identity, ge nder expression, sex or sexual orientation, family and medical care leave, pregnanc y leave, or disability leav e. Contractor and its officers, employees, agents, representative or subcontractors shall comply with all applicable Federal, State and local laws and regulations related to non-discrimination and equal opportunity, including without limitation the City’s nondiscrimination policy; the Fair Employment and Housing Act (Government Code sections 12990 (et seq.); California Labor Code sections 1101, 1102 and 1102.1; the Federal Civil Rights Act of 1964 (P.L. 88-352), as amended; and all applicable regulations promulgated in the California Code of Regulation or Code of Federal Regulations. Title VI of the Civil Rights Act of 1964 requires that “no person in the United States shall, on the grounds of race, color, or national origin be excluded from participation in, be denied the benefits of, or be subjected to discrimination under any program or activity receiving federal financial assistance.” (42 USC Section 2000d).
http://www.dol.gov/oasam/regs/statutes/titlevi.htm. The City requires compliance with the requirements of Title VI in all of its programs and activities regardless of funding source.
26. Force Majeure . Neither party shall be responsible for delays or failures in performance resulting from acts of God, acts of civil or military authority, terrorism, fire, flood, strikes, war, epidemics, pandemics, shortage of power or other acts or causes reasonably beyond the control of that party. The party experiencing the force majeure event agrees to give the other party notice promptly following the occurrence of a force majeure event, and to use diligent efforts to re-commence performance as promptly as commercially practicable.
27. Taxes and Charges. Contractor shall be responsible for payment of all taxes, fees, contributions or charges applicable to the conduct of the Contractor’s business.
28. Cumulative Rights. Any specific right or remedy provided in this Agreement will not be exclusive but will be cumulative of all other rights and remedies to which may be legally entitled.
ATTACHMENT A
7 (Rev. 10.30.18; Mod 10.28.20 SG)
29. Advice of Attorney. Each party warrants and represents that in executing this Agreement, it has received independent legal advice from its attorneys or the opportunity to seek such advice.
30. Heading Not Controlling. Headings used in this Agreement are for reference purposes only and shall not be considered in construing this Agreement.
31. Entire Agreement, Integration, and Modification.
31.1 This Agreement represents the entire integrated agreement between Contractor and the City; supersedes all prior negotiations, representations, or agreements, either written or oral between the parties and may be amended only by a written Amendment signed by the Contractor and City Manager.
31.2 All Exhibits to this Agreement and this Agreement are intended to be construed as a single document.
32. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original. All counterparts shall be construed together and shall constitute one agreement.
33. Authority. The individual(s) executing this Agreement represent and warrant that they have the legal capacity and authority to do so on behalf of their respective legal entities.
ATTACHMENT A
1 (Rev. 10.30.18)
EXHIBIT D
PROFESSIONAL SERVICES SPECIAL TERMS AND CONDITIONS
1. Definitions. The following words and phrases have the following meanings for purposes of this Agreement:
1.1 "Services" means, collectively, the services, duties and responsibilities described in Exhibit A of this Agreement and any and all work necessary to complete them or carry them out fully and to the standard of performance required in this Agreement.
1.2 “Deliverable” means q uantifiable goods or services that will be provided upon completion of a project. A deliverable is any tangible material, work or thing delivered by one party to the other, including associated technical documentation. A deliverable can be tangible or intangible parts of the development process, and often are specified functions or characteristics of the project.
2. General. The following terms and conditions are applicable for the Professional Services only. The special conditions shall be read in conjunction with the Standard Agreement, General Terms and Conditions (“GTC”) Exhibit C, and all other Exhibits identified in the Standard Agreement.
2.1 Where any portion of the GTC is in conflict to or at variance with any provisions of the Special Conditions of the Agreement, then unless a different intention stated, the provision(s) of the Special Conditions of the Agreement shall be deemed to override the provision(s) of GTC only to the extent that such conflict or variations in the Special Conditions of the Agreement are not possible of being reconciled with the provisions of the GTC.
2.2 In the case of modification of a part or provision of the GTC, the unaltered part or provision, or both shall remain in effect. The Special Conditions shall relate to a particular project and be peculiar to that project but shall not weaken the character or intent of the GTC.
3. Time for Performance.
3.1 Contractor shall perform the services according to the schedule contained in Exhibit F.
3.2 Timeliness of Performance i) Contractor shall provide the Services, and Deliverables within the term and within the time limits required under this Agreement, pursuant to the provisions of Exhibit A and Exhibit F. ii) Neither Contractor nor Contractor’s agents, employees nor subcontractors are entitled to any damages from the City, nor is any party entitled to be reimbursed by the City, for damages, charges or other
ATTACHMENT A
2 (Rev. 10.30.18)
losses or expenses incurred by Contractor by reason of delays or hindrances in the performance of the Services, whether or not caused by the City.
4. Standard of Performance
In addition to Exhibit C, Section 4 and 17, Contractor agrees as follows:
4.1 Contractor’s Services shall be performed in accordance with generally accepted professional practices and principles and in a manner consistent with the level of care and skill ordinarily exercised by members of Contractor’s profession currently practicing under similar conditions. Contractor shall comply with the profession’s standard of performance, applicable laws, regulations, and industry standards. By delivery of completed work, Contractor certifies that the work conforms to the requirements of this Agreement and all applicable federal, state and local laws. If Contractor is retained to perform services requiring a license, certification, registration or other similar requirement under California law, Contractor shall maintain that license, certification, registration or other similar requirement throughout the term of this Agreement.
4.2 Contractor acknowledges that it is entrusted with or has access to valuable and confidential information and records of the City and with respect to that information, Contractor agrees to be held to the standard of care of a fiduciary. Contractor shall assure that all services that require the exerci se of professional skills or judgment are accomplished by professionals qualified and competent in the applicable discipline and appropriately licensed, if required by law. Contractor must provide copies of any such licenses. Contractor remains responsible for the professional and technical accuracy of all Services or Deliverables furnished, whether by Contractor or its subcontractors or others on its behalf. All Deliverables must be prepared in a form and content satisfactory to the Using Agency and delivered in a timely manner consistent with the requirements of this Agreement.
4.3 If Contractor fails to comply with the foregoing standards, Contractor must perform again, at its own expense, all Services required to be re-performed as a direct or indirect result of that failure. Any review, approval, acceptance or payment for any of the Services by the City does not relieve Contract or of its responsibility for the professional skill and care and technical accura cy of its Services and Deliverables. This provision in no way limits the City’s rights against Contractor either under this Agreement, at law or in equity.
5. Compensation
5.1 In addition to Section 3 Compensation in Exhibit C – GTC, the Contractor shall be compensated for the services provided under this Agreement as follows:
5.1.1 Contractor shall be compensated for services rendered and accepted under this Agreement and shall be paid monthly, in arrears on a not to exceed
ATTACHMENT A
3 (Rev. 10.30.18)
basis, based upon the rates set forth in Exhibit E attached hereto and made a part of this Agreement. Contractor may vary the compensation for each task in Exhibit E provided that the total project compensation listed in Exhibit E and the Standard Agreement is not exceeded.
6. Personnel
6.1 None of the work or services covered by this Agreement shall be subcontracted without the prior written approval of the City. Any work or services subcontracted hereunder shall be specified by written agreement and shall be subject to each provision of this Agreement. Contractor shall provide subcontractor a copy of this fully executed Agreement.
6.2 Contractor agrees to assign only competent personnel according to the reasonable and customary standards of training and experience in the relevant field to perform services under this Agreement. Failure to assign such competent personnel shall constitute grounds for termination of this Agreement. The payment made to Contractor pursuant to this Agreement shall be the full and complete compensation to which Contractor and Contractor’s officers, employees, agents, and subcontractors are entitled for performance of any work under this Agreement. Neither Contractor nor Contractor’s officers or employees are entitled to any salary or wages, or retirement, health, leave or other fringe benefits applicable to employ ees of the City. The City will not make any federal or state tax withholdings on behalf of Contractor. The City shall not be required to pay any workers' compensation insurance on behalf of Contractor. Contractor shall pay, when and as due, any and all taxes incurred as a result of Contractor’s compensation hereunder, including estimated taxes, and shall provide City with proof of such payments upon request.
6.3 Key Personnel: Because of the special skills required to satisfy the requirements of this Agreement, Contractor shall not reassign or replace key personnel without the written consent of the City, which consent the City will not unreasonably withhold. "key personnel" means those job titles and the persons assigned to those positions in accordance with the provisions of this Agreement. The City may at any time in writing notify Contractor that the City will no longer accept performance of Services under this Agreement by one or more Key Personnel listed. Upon that notice Contractor shall immediately suspend the services of the key person or persons and must replace him or them in accordance with the terms of this Agreement. A list of key personnel is found in Exhibit A, Scope of Services.
7. Reports and Information
Contractor shall at such times and in such forms as the City may require furnish the City such periodic reports as it may request pertaining to the work or services undertaken pursuant to this Agreement, the costs and obligations incurred or to be incurred in connection therewith, and any other matters are covered by this Agreement as specified in Exhibit A and Exhibit E.
ATTACHMENT A
4 (Rev. 10.30.18)
8. Findings Confidential
All of the reports, information, data, et cetera, prepared or assembled by the Contractor under this Agreement are confidential and the Contractor agrees that they shall not be made available to any individual or organization without the prior written approval of the City. Contractor shall not be required under the provisions of this paragraph to keep confidential any data or information which is or becomes publicly available, is required by applicable law or by proper legal or governmental authority, is already rightfully in the Contractor’s possession without obligation of confidentiality, is independently developed by Contractor outside the scope of this Agreement or is rightfully obtained from third parties. Contractor shall give City prompt notice of any such legal or governmental demand and reasonably cooperate with City in any effort to seek a protective order or otherwise to contest such required disclosure.
9. Copyright
No materials, including but not limited to reports, maps, or documents produced as a result of this Agreement, in whole or in part, shall be available to Contractor for copyright purposes. Any such materials produced as a result of this Agreement that might be subject to copyright shall be the property of the City and all such rights shall belong to the City, and the City shall be sole and exclusive entity who may exercise such rights.
10. Deliverables
Contractor shall prepare or provide to the City various Deliverables. "Deliverables" include work product, such as written reviews, recommendations, reports and analyses, produced by Contractor for the City. The City may reject Deliverables that do not include relevant information or data, or do not include all documents or other materials specified in this Agreement or reasonably necessary for the purpose for which the City made this Agreement or for which the City intends to use the Deliverables. If the City determines that Contractor has failed to comply with the foregoing standards, it has 30 days from the discovery to notify Contractor of its failure. If Contractor does not correct the failure, or if it is possible to do so, within 30 days after receipt of notice from the City specifying the failure, then the City, by written notice, may treat the failure as a default of this Agreement.
Partial or incomplete Deliverables may be accepted for review only when required for a specific and well-defined purpose and when consented to in advance by the City. Such Deliverables will not be considered as satisfying the requirements of this Agreement and partial or incomplete Deliverables in no way relieve Contractor of its commitments under this Agreement.
ATTACHMENT A
1 (Rev. 10.30.18)
EXHIBIT E
COMPENSATION SCHEDULE
The Contractor shall be compensated for the services identified in Exhibit A, Exhibit C, and Exhibit D to this Agreement as follows:
1. Project Price
1.1 The maximum the Contractor shall be paid on this Agreement is $(hereafter the “not to exceed” amount). The “not to exceed” amount includes all payments to be made pursuant to this Agreement. There are no reimbursable expenses associated with this Agreement. Nothing in this Agreement requires the City to pay for work that does not meet the Standard of Performance identified in Exhibit D section 4 or other requirement s of this Agreement.
1.2 The Contractor shall be entitled to receive payments for its work performed pursuant to the Agreement. The City will pay Contractor based on invoices for acceptable work performed and approved until the “not to exceed” amount is reached.
1.3 If work is completed before the “not to exceed” amount is reached, the Contractor’s compensation will be based on the Contractor’s invoices previously submitted for acceptable work performed and approved.
2. Price. Below is the price for the services as described in Exhibit A of this Agreement.
Advance Clean & Inspection Pricing Unit Price
Clean Structure Coat/Advance Inspection $ .00
Clean structure Pant/Advance Inspection $ .00
Disinfectant 1839-166 Decon (this is in addition to advance cleaning) $30.00
Structure Hood $4.00
Structure Gloves $6.00
Leather Turnout Boots/ Advance Inspection/Polish $39.00 Wildland Coat $9.00
Wildland Pants $9.00
Coat liner inspection- hydrostatic $12.00
Pant liner inspection- hydrostatic $12.00
EMS Jacket/ Advance Inspection $15.00
Advance Inspection only $10.00
Structure Helmet / Advance Inspection $28.00
USAR Technical Rescue/ Advance Inspection $28.00
ATTACHMENT A
2 (Rev. 10.30.18)
Repair Pricing Unit Price
TURNOUT COAT
Accessories
Mic Tab $12.00
Flashlight Strap with Velcro $22.50
Item Bar Coding/Tracking Uncoded $6.00
Alterations
Shorten Hem $125.00
Shorten Sleeves $100.00
Lenghten Hem $150.00
Lenghten Sleeves $125.00
Wedge Chest $150.00
Cuffs
Coat cuff each $25.00
Coat cuff with Dragon Hide fabric each $35.00
Coat cuff with white non-FR fabric for non-fire training each $20.00 Rebuild bottom of Sleeve Panel(each) $12.50
Hardware
Hook Clasp $7.00
Dee ring $6.00
Rivet/Snap $3.50
Lettering sewn to panel- each $4.00
Name Panel sewn to coat $13.00
Trim- 3" 3M, Reflexite
Sleeve $25.00
Chest $60.00
Hem $60.00
Pocket $25.00
Radio $15.00
Replace per foot $11.00
Trim- Lion Perforated 3" per foot $16.00
Wristlet
Standard $20.00
Thumbhole $25.00
Waterwell $45.00
Velcro
ATTACHMENT A
3 (Rev. 10.30.18)
Closure Hook or Loop $21.00
Waterwell $20.00
Pocket Hook or Loop $12.00
Radio Hook or Loop $10.00
American Flag $20.00
Zipper $40.00
Coat moisture barrier liner repair- Heat seal as marked per inch $3.00
Coat moisture barrier liner repair- Heat seal up to 5"x5" patch $11.00
TURNOUT PANTS
Alteration
Shorten Legs $100.00
Lengthen Legs $125.00
Decrease Waist $100.00
Increase Waist $125.00
Bar Code/ Tracking Uncoded Items $6.00
Hardware
Hook Clasp $7.00
Dee Ring $6.00
Suspender/Button/Rivet $3.50
Take-Up Strap each $17.50
Knee $22.50
Steam Channel Knee each $45.00
Dragon Hide Knee each $50.00
Moisture Barrier
Pant moisture barrier liner repair- Heat seal as marked per inch $3.00
Pant moisture barrier liner repair- Heat seal up to 5"x5" $11.00 Pocket not including Flap $38.00
Divider $13.00
Pocket Flap $25.00
Pocket lined outside w/ Dragon Hide $70.00
Rebuild Crotch-Shell $40.00
Trim- 3" 3M- Reflexite
ATTACHMENT A
4 (Rev. 10.30.18)
Leg $25.00
Trim- 3" Lion Perforated per foot $16.00
Velcro
Fly Hook $12.00
Loop $12.00
Pocket Hook $10.50
Loop $10.50
Cuffs
Pant cuff each $35.00
Rebuild bottom of Leg Panel(each) $25.00
Pant cuff- Dragon Hide each $45.00
Pant cuff with non-FR fabric for non fire training each $30.00 Patches
Small $10.00
Medium $13.00
Large $21.00
Extractor Pump Annual Service Call per Station plus fuel $175.00 Citrosqueeze Detergent 5 gallon container 0DUNHW5DWH
Disinfectant- Strike Bac 1839-166- 5-gallon pail 0DUNHW5DWH 6&%$'HFRQWDPLQDWLRQ
Harness with Mask & Regulator $30.00
SCBA Bottle each $10.00
3. Invoice to Address. Each invoice submitted shall identify the specific task(s) listed in Exhibit A and this Exhibit, and the completed work product/deliverable for the agreed upon price listed in this Exhibit. Invoices shall be submitted to the below address:
City of Stockton Fire Department
Attention: Brandon Doolan, Deputy Fire Chief
425 N. El Dorado Street
Stockton, CA 95202
ATTACHMENT A
1 (Rev, 10.30.18)
EXHIBIT F
TIMELINE
1. Contractor shall complete the requested services identified in Exhibit A on an as needed basis, as requested by the City.
ATTACHMENT A