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HomeMy WebLinkAbout2012-220 2012-220 Attachment A MASTER SERVICES AGREEMENT BETWEEN THE SAN BERNARDINO INTERNATIONAL AIRPORT AUTHORITY AND THE CITY OF SAN BERNARDINO FOR FISCAL YEAR 2012/2013 This MASTER SERVICES AGREEMENT ("Agreement") is made and entered into as of the I' day of July, 2012 ("Effective Date"), by and between the SAN BERNARDINO INTERNATIONAL AIRPORT AUTHORITY, a public entity established pursuant to Government Code Section 6500, et M., for the joint exercise of powers ("SBIAA") and the CITY OF SAN BERNARDINO, a charter city under the laws and Constitution of the State of California("City"). The SBIAA and the City hereby agree as follows: 1. Enactment of the Citv The SBIAA hereby engages the City to provide police sergeant and fire services described in Sections 2 and 3 of this Agreement, and the City hereby accepts such engagement and agrees to provide such services under this Agreement during the term specified in Section 5. 2. Police Sergeant Services 2.1 The City shall provide the services of one (1) police sergeant ("Sergeant") to the SBIAA for basic supervision and management of the Office of Airport Security. The City shall be the sole employer of the Sergeant who shall work at the direction of the Chief of Police of the City of San Bernardino or his or her designee. The Chief of Police or his designee,in his sole discretion, may allow the Sergeant to accept direction from the Executive Director of the San Bernardino International Airport Authority or his designee, as long as such direction is consistent with all relevant federal, state and local laws and all relevant rules and regulations of the City Police Department. The Sergeant shall be available for all emergency training exercises as directed by the j Executive Director or his or her designee. 2.2 The Sergeant shall be responsible for recruiting, hiring, determining appropriate a training and limited in-house training, managing, scheduling and disciplining approximately fifty (50) part-time security officers. The activity shall be conducted in coordination with the SBIAA's Human Resources Department. The Sergeant shall also be responsible for initiating requests for I I I 2012-220 Attachment A and determining which equipment and supplies are to be used in connection with the performance of his and the part-time security officers' services. The City shall provide an automobile for use by the Sergeant in connection with the performance of his services under this Agreement. 2.3 The Sergeant's services shall be provided by the City on a forty(40)hour per week basis. The Sergeant's services shall commence on the Effective Date and shall continue until the termination date of the Agreement, unless otherwise modified by written agreement of the parties upon thirty (30) days prior written notice. Both parties understand and accept the importance of having coverage of the Sergeant's position and agree that it is in their mutual interest that the position not be vacant for long periods of time. Therefore, when a situation becomes apparent that will result in a lengthy vacancy in that position (e.g., vacation or injury of the Sergeant), the parties agree to meet to make arrangements to back-fill the position in the most cost and resource-effective manner. 2.4 Beginning July 1, 2012, the SBIAA shall compensate the City for the Sergeant's services in the amount of one hundred seventy-seven thousand one hundred and fourteen dollars ($177,114) for the twelve month period covered by this contract. Expenses arising from the provision of the police sergeant services will be invoiced per the monthly appropriations report. A copy of the monthly appropriations report will be attached to the invoice as supporting documentation and will be submitted on a monthly basis. 2.5 It is understood that the City's police personnel may not have authority to respond in a Federal jurisdiction,and shall respond only in those areas in which they have authority. 3. Fire Department Services 3.1 The airport is situated within territorial boundaries of the City. In order to ensure an adequate level of protection to airport facilities and the surrounding area, the City shall provide all fire related services, including without limitation, fire suppression/detection systems, disaster responses, fire protection operations, fire protection technical services and fire protection training, which shall include fire extinguishing training. These services are consistent with the level of service provided throughout the City. 2 2012-220 Attachment A 3.2 The City shall also provide emergency response for structural fires,paramedic and life-threatening situations, and typical fire engine response services, including without limitation, fire hazardous waste spills and medical emergencies. The City shall provide all necessary trucks, tools, equipment and supplies. Maintenance of trucks, tools, equipment and supplies shall be performed by the City,as needed. 3.3 The SBIAA shall require all prospective occupants of facilities to comply with the City's Municipal Code fire inspection provisions as a condition of occupying the facilities. 3.4 The Aircraft Rescue and Firefighting (ARFF) response related services shall be provided by the City twenty-four (24) hours per day, seven (7) days per week on an emergency response and stand-by basis. All other fire related services shall be provided by the City twenty- four(24)hours per day,seven(7)days per week on an immediate basis,via 911. 4. Personnel All matters pertaining to the hiring, employment, supervision,compensation,promotion and discharge of its employees to perform hereunder are the responsibility of the City, which is, in all respects, the sole employer of such employees. The SBIAA is the sole employer of the security officers described in Section 2.2 hereof. The SBIAA may request that any person employed by the City to perform police and fire services under this agreement no longer be permitted to perform such services. Such request of the SBIAA to the City shall be made in writing and shall specify the reasons therefore. City shall take action in responding to such request consistent with the personnel polices of the City and in the exercise of its sole discretion. 5. Term and Termination This Agreement shall commence on July 1, 2012, and unless sooner terminated or extended by agreement of the City and the SBIAA upon thirty (30) days prior written notice, and executed prior to date of termination,this Agreement shall terminate on June 30,2013. 6. Indemnification and Insurance 6.1 Indemnificati on The City shall defend (if requested by SBIAA), indemnify, save and hold harmless the SBIAA and its commissioners, officials, officers, employees and agents 3 2012-220 Attachment A from all claims for loss or damage to property, including loss of use thereof, and injury to persons, resulting from its negligent performance of its obligations under this Agreement, as well as from any claims made by or on behalf of City's agents, servants, and/or employees arising out of their employment or work pertaining to the operations under this Agreement; moreover, the City shall at all times defend, indemnify and hold the SBIAA, its commissioners, officials, officers, employees and agents harmless from and against any and all liabilities,demand,claims, suits, losses,damages, causes of action, fines, or judgments, including costs, attorneys' and witnesses' fees, and expenses incident thereto, arising out of or in connection with the failure by the City to comply with all laws, ordinances or governmental regulations applicable to the City or the conduct of the City's business, including, without limitation, laws, ordinances or governmental regulations applicable to the use, storage, handling or disposal of petroleum products, hazardous materials or waste, or toxic substances. 6.1.2 The City is and will be an independent contractor at all times and in every respect and not the agent of the SBIAA. Nothing contained herein and no direction or notification from the SBIAA or the Executive Director to the City shall be construed so as to create a partnership,joint venture or SBIAA relationship between the parties hereto. 6.1.3 The SBIAA shall defend (if requested by City), indemnify, save and hold harmless the City and its commissioners, officials, officers, attorneys, employees and agents from all claims for loss or damage to property, including loss of use thereof, and injury to persons, resulting from the negligent performance of its obligations under this Agreement, as well as from any claims made by or on behalf of the SBIAA's agents, servants, and/or employees arising out of their employment or work pertaining to the operations under this Agreement; moreover,the SBIAA shall at all times defend, indemnify and hold the City, its commissioners, officials, officers, employees and agents harmless from and against any and all liabilities, demand, claims, suits, losses, damages, causes of action, fines, or judgments, including costs, attorneys' and witnesses' fees,and expenses incident thereto, arising out of or in connection with the failure by the SBIAA to comply with all laws, ordinances or governmental regulations applicable to the SBIAA or the conduct of the SBIAA's business, including, without limitation, laws, ordinances or governmental regulations applicable to the use, storage, handling or disposal of petroleum products, hazardous materials or waste,or toxic substances. 4 2012-220 Attachment A 6.1.4 The costs, salary and expenses of the City Attorney and members of his office in enforcing this contract on behalf of the City shall be considered as"attorney's fees"for the purposes of this paragraph. 6.2 Insurance The City shall purchase and maintain in effect, at its own expense, during the term of this Agreement insurance from insurers acceptable to the SBIAA protecting said City, the SBIAA, its commissioners, officers, employees and agents, against claims for bodily injury, including personal injury,property damage, including loss of use thereof,which may arise or be alleged to have arisen, from the City's activities in connection with the performance of this Agreement, whether such activities be of the City, the City's agent, or of anyone employed by the City. The types of insurance coverage as well as the amounts of such coverage shall be as follows: 6.2.1 The City shall furnish worker's compensation and employers' liability insurance as required by the laws of the State of California covering all persons employed by the City in the performance of the duties described herein. 6.2.2 The City shall provide public liability insurance coverage in the amounts of not less than $10,000,000 for property and $10,000,000 for the death or injury of one person and $5,000,000 for any one accident or casualty, covering the performance of the services herein ordered. 6.2.3 Within ten (10) days after the acceptance of this Agreement by the SBIAA, the City shall deliver to the SBIAA certificates of insurance evidencing that insurance has been purchased by the City as required in this Section 6.2.3 and copies of endorsements providing (i) thirty(30)days'written notice of cancellation,non-renewal, or reduction in coverage by the insurers to the SBIAA, and (ii) automobile liability and comprehensive general liability insurance shall include the SBIAA, its commissioners, officials, officers, employees, and agents as additional insureds. Said certificates of insurance and copies of endorsements shall be on file with the SBIAA at all times thereafter during the term of this Agreement. Failure of the City to provide the certificates of insurance or subsequent receipt by the SBIAA of a notice of cancellation of the insurance policy(ies) by the City's insurance company(ies) shall constitute a material breach of this Agreement and this Agreement may be terminated by the SBIAA upon written notice. All policies 5 2012-220 Attachment A of insurance required and provided by the City under this Section 6.2 shall include, or be endorsed to provide, a waiver by the insurers of any rights of subrogation that the insurers may have at any time against the SBIAA, its commissioners, officials,officers, employees and agents. 6.2.4 Notwithstanding the foregoing, the City may substitute a bona fide self- insurance program for any of the insurance requirements indicated in this Section 6.2. The City shall provide the SBIAA with evidence of excess coverage upon written request. 6.2.5 The SBIAA shall purchase and maintain in effect,at its own expense,during the term of this Agreement insurance from insurers acceptable to the City protecting said SBIAA, the City, its commissioners, officers, employees and agents, against claims for bodily injury, including personal injury, property damage, including loss of use thereof, which may arise or be alleged to have arisen, from the SBIAA's activities in connection with the performance of this Agreement, whether such activities be of the SBIAA, the SBIAA's agent, or of anyone employed by the SBIAA. The types of insurance coverage as well as the amounts of such coverage shall be as follows: 6.2.6 The SBIAA shall furnish worker's compensation and employers' liability insurance as required by the laws of the State of California covering all persons employed by the SBIAA in the performance of the duties described herein. 6.2.7 The SBIAA shall provide public liability insurance coverage in the amounts of not less than $10,000,000 for property and $10,000,000 for the death or injury of one person and $5,000,000 for any one accident or casualty, covering the performance of the services herein ordered. 6.2.8 Within ten (10) days after the acceptance of this Agreement by the City,the SBIAA shall deliver to the City certificates of insurance evidencing that insurance has been purchased by the SBIAA as required in Section 6.2.7 and copies of endorsements providing (i) thirty(30)days'written notice of cancellation,non-renewal,or reduction in coverage by the insurers to the City, and (ii) automobile liability and comprehensive general liability insurance shall include the City, its commissioners, officials, officers, employees, and agents as additional insured. Said 6 2012-220 Attachment A certificates of insurance and copies of endorsements shall be on file with the City at all times thereafter during the term of this Agreement. Failure of the SBIAA to provide the certificates of insurance or subsequent receipt by the City of a notice of cancellation of the insurance policy(ies) by the SBIAA's insurance rwmpany(ies) shall constitute a material breach of this Agreement and this Agreement may be terminated by the City upon written notice. All policies of insurance required and provided by the SBIAA under this Section 6.2 shall include, or be endorsed to provide, a waiver by the insurers of any rights of subrogation that the insurers may have at any time against the City,its commissioners,officials,officers,employees and agents. 6.2.9 Notwithstanding the foregoing, the SBIAA may substitute a bona fide self- insurance program for any of the insurance requirements indicated in this Section 6.2. The SBIAA shall provide the City with evidence of excess coverage upon written request. 7. Miscellaneous. 7.1 Notice s. Any and all notices required or permitted to be given hereunder shall be in writing and shall be personally delivered or mailed by certified or registered mail, return receipt requested,postage prepaid,to the respective parties at the addresses indicated below: If to SBIAA: San Bernardino International Airport Authority 1601 East Third Street San Bernardino,CA 92408 Attn: Executive Director If to City: City of San Bernardino 300 North"D" Street,6"'Floor San Bernardino, CA 92418 Attn: City Manager With copies to: The City Department(s)to which the subject matter of the particular notice pertains. Any party may change its address by a notice given to the other party in the manner set forth above. Any notice given personally shall be deemed to have been given upon service and any notice given by certified or registered mail shall be deemed to have been given on the third (3rd) business day after such notice is mailed. 7 2012-220 Attachment A 7.2 Integration. This Agreement supersedes all prior agreements and understandings between the parties relating to the subject matter hereof. Neither of the parties has relied upon any oral or written representation or oral or written information given to it by any representative of the other party. 7.3 Severabilitv. If one or more of the provisions of this Agreement is hereafter declared invalid or unenforceable by judicial, legislative or administrative authority of competent jurisdiction, the parties hereto agree that the invalidity or unenfomeability of any of the provisions shall not in any way affect the validity or enforceability of any other provisions of this Agreement. 7.4 Amendment: Modification. No change or modification of the terms or provisions of this Agreement shall be deemed valid unless in writing and signed by both parties subject to governmental approval,if required. 7.5 Governing Law. This Agreement shall be construed, interpreted and applied in accordance with the laws of the State of California. 7.6 Waiver. No waiver of any breach or default shall be construed as a continuing waiver of any provision or as a waiver of any other or subsequent breach of any provision contained in this Agreement. 7.7 Headings. The headings of Sections of this Agreement have been inserted for convenience of reference and shall not affect the interpretation of any provisions of this Agreement. 7.8 Assignment. Neither party hereto shall assign, hypothecate, or otherwise transfer such party's rights hereunder, or delegate such party's duties hereunder, without the prior written consent of the other party hereto. 7.9 Renegotiation of the Agreement. The City and the SBIAA agree that needs may arise for which this Agreement is insufficient, and further agree that effective services are mutually beneficial. Therefore, any provision of this Agreement may be reopened and renegotiated as the needs to resolve new issues arise. Any such revised provisions shall be finalized in writing and approved by the SBIAA and the City. 8 . 2012-220 Attachment A MASTER SERVICES AGREEMENT BETWEEN THE SAN BERNARDINO INTERNATIONAL AIRPORT AUTHORITY AND THE CITY OF SAN BERNARDINO FOR FISCAL YEAR 2012/2013 IN WITNESS WHEREOF,the parties have executed this Agreement as of the date first above written. SAN BERNARDINO INTERNATIONAL AIRPORT AUTHORITY By: Date: Interim Executive Director SEAL ATTEST: By: Clerk of the Board CITY OF SAN BERNARDINO By: Date: Acting City Manager SEAL Approved as to Form: ATTEST: By. „• Z . City Clerk 01nes F. Penman, City Attorney 9 il'