HomeMy WebLinkAbout2016-018 I RESOLUTION NO. 2016-18
2 RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF
SAN BERNARDINO AUTHORIZING THE EXECUTION OF AN AGREEMENT
3 WITH SUPERDRY RESTORATION INC. FOR EMERGENCY RESTORATION
4 SERVICES.
5 WHEREAS, The City has issued a request for proposals (RFP) for the
6 provision of as-needed emergency restorations, remediation and reconstruction contract
7 services to mitigate and repair damage to the City of San Bernardino property in the event of
8
unexpected loss or damage.
9
10 WHEREAS, Superdry Restoration Inc. responded to the RFP and their
11 proposal has been selected to provide contract services to the City of San Bernardino based on
12 25 years of disaster recovery experience, 24 hour emergency response, reliable equipment and
13 competitive rates.
14 NOW THEREFORE, BE IT RESOLVED BY THE MAYOR AND COMMON
15 COUNCIL OF THE CITY OF SAN BERNARDINO AS FOLLOWS:
16 SECTION 1. The City Manager is hereby authorized and directed to execute, on
17 behalf of the City, an Agreement for Emergency Restoration Services with Superdry
18
19 Restoration, Inc., attached hereto as Exhibit"A" and incorporated herein.
20 SECTION 2. Said Agreement shall be in effect through June 30th, 2016 unless earlier
21 terminated as provided in the Agreements or as otherwise agreed to in writing by the parties.
22 Administrative extensions of up to two (2) additional years may be authorized by the City
23 Manager, or his designee.
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1
I RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF
2 SAN BERNARDINO AUTHORIZING THE EXECUTION OF AN AGREEMENT
WITH SUPERDRY RESTORATION INC. FOR EMERGENCY RESTORATION
3 SERVICES.
4
5 I HEREBY CERTIFY that the foregoing resolution was duly adopted by the Mayor
6 and Common Council of the City of San Bernardino at a joint regular meeting thereof, held on
7 the 1St day of February, 2016, by the following vote, to wit:
8
Council Members: AYES NAYS ABSTAIN ABSENT
9
10 MARQUEZ X
11 BARRIOS x
12 VALDIVIA x
13 SHORETT X
14 NICKEL X
15
JOHNSON X
16
17 MULVIHILL x
18 _p
19
GeorgeariWHanna, CMC, City Clerk
20 `
The foregoing resolution is hereby approved this day of February, 2016.
21
22
23 R. CAREY AVIS, Mayor
24 City of San Bernardino
Approved as to form:
25 GARY D. SAENZ, City Attorney
26 By: ,
27
28 (:n
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2016-18
VENDOR SERVICES AGREEMENT BETWEEN THE CITY OF SAN BERNARDINO
AND SUPERDRY RESORATION, INC. FOR EMERGENCY RESTORATION
SERVICES
This AGREEMENT is made and entered into this 1st day of February , 2016 by
and between SUPERDRY RESTORATION, INC. ("CONTRACTOR") and the CITY
OF SAN BERNARDINO ("CITY").
WITNESSETH:
A. WHEREAS, City has need for emergency restoration, remediation and reconstruction
contract services to mitigate and repair damage to City of San Bernardino property in
the event of unexpected loss or damage.
B. WHEREAS, Contractor has submitted a proposal to provide emergency services in
response to City's Request for Proposal F-16-07 dated January 7, 2016.
C. WHEREAS, Contractor is competent and able to perform said services, and is willing
to provide response to emergency situations such as, but not limited to, water/fire
damage, vandalism cleanup, biohazard cleanup, sewage decontamination,
deodorization, mold remediation, debris removal, emergency construction for damage
mitigation, etc.
NOW, THEREFORE, the parties hereto agree as follows:
1.0 SERVICES PROVIDED BY CONTRACTOR
1.1. Scope of Services. Contractor shall furnish emergency restoration services to
City in accordance with Contractor's Proposal, attached and incorporated herein as Exhibit"A".
1.2 Professional Practices. All contract services to be provided by Contractor
pursuant to this Agreement shall be provided by personnel experienced in their respective fields
and in a manner consistent with the standards of care, diligence and skill ordinarily exercised by
professional contractors in similar fields and circumstances in accordance with sound
professional practices. Contractor also warrants that it is familiar with all laws that may affect
its performance of this Agreement and shall advise City of any changes in any laws that may
affect Contractor's performance of this Agreement.
1.3. Warranty. Contractor warrants that it shall perform the services required by this
Agreement in compliance with all applicable Federal and California employment laws including,
but not limited to, those laws related to minimum hours and wages; occupational health and
safety; fair employment and employment practices; workers' compensation insurance and safety
in employment; and all other Federal, State and local laws and ordinances applicable to the
services required under this Agreement. Contractor shall indemnify and hold harmless City from
and against all claims, demands, payments, suits, actions, proceedings, and judgments of every
nature and description including attorneys' fees and costs, presented, brought, or recovered
against City for, or on account of any liability under any of the above-mentioned laws, which
2016-18
Agreement for Emergency Restoration Services with City of San Bernardino And Superdry Restoration,Inc.
may be incurred by reason of Contractor's performance under this Agreement.
1.4. Non-discrimination. In performing this Agreement, Contractor shall not engage
in, nor permit its agents to engage in, discrimination in employment of persons because of their
race, religion, color, national origin, ancestry, age, physical handicap, medical condition, marital
status, sexual gender or sexual orientation, or any other category protected by law, except as
permitted pursuant to Section 12940 of the Government Code. Violation of this provision may
result in the imposition of penalties referred to in Labor Code, Section 1735.
1.5 Non-Exclusive Agreement. Contractor acknowledges that City may enter into
agreements with other Contractors for services similar to the services that are subject to this
Agreement or may have its own employees perform services similar to those services
contemplated by this Agreement.
1.6. Business License: The Contractor shall obtain and maintain a valid City Business
Registration Certificate during the term of this Agreement.
1.7. Duty of Loyalty/Conflict of Interest: The Contractor understands and agrees that
Contractor shall maintain a fiduciary duty and a duty of loyalty to the City in performing
Contractor's obligations under this Agreement. Contractor, in performing its obligations under
this Agreement, is governed by California's conflict of interest laws, Government Code Section
87100 et seq., and Title 2, California Code of Regulations Section 18700 et seq.
2.0. COMPENSATION AND BILLING
2.1. Compensation. Over the term of this Agreement, Contractor shall be paid for such
on-call emergency services in accordance with the agreed upon fee schedule included in
contractor's proposal, attached and incorporated herein as Exhibit "A," up to a total amount not
to exceed $50,000.00. City makes no guarantee to Contractor regarding the amount and/or the
dollar value of the work assigned to Contractor.
2.2. Additional Services. Contractor shall not receive compensation for any services
provided outside the Scope of Services unless the Director of Public Works, or designee, prior to
Contractor performing the additional services, approves such additional services.
2.3. Method of Billing. Over the term of this Agreement, CONTRACTOR shall be
paid for such services on an as-needed basis with cost contingent on the nature and level of
damage to City properties. Invoiced expenses will be concurrent with the fee structure submitted
with the proposal and included with award of contract.
3.0. TIME OF PERFORMANCE
3.1. Commencement and Completion of Work. The obligation to perform the contract
services pursuant to this Agreement shall commence within five (5) days from the Effective Date
of this Agreement. Said services shall be performed in an immediate response following a clear
channel of communication between the City and the contractor regarding priority needs and
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Agreement for Emergency Restoration Services with City of San Bernardino And Superdry Restoration, Inc.
work approvals. Failure to commence work in a timely manner and/or diligently pursue work to
completion may be grounds for termination of this Agreement.
3.2. Excusable Delays. Neither party shall be responsible for delays or lack of
performance resulting from acts beyond the reasonable control of the party or parties. Such acts
shall include, but not be limited to, acts of God, fire, strikes, material shortages, compliance with
laws or regulations, riots, acts of war, or any other conditions beyond the reasonable control of a
party.
4.0. TERM AND TERMINATION
4.1. Term. This Agreement shall commence on the Effective Date and continue
through June 30, 2016, unless previously terminated as provided herein or as otherwise agreed to
in writing by the parties. An administrative extension of two one-year renewal options may be
authorized by the City Manager, or his designee.
4.2. Notice of Termination. The City reserves and has the right and privilege of
canceling, suspending or abandoning the execution of all or any part of the work contemplated
by this Agreement, with or without cause, at any time, by providing written notice to Contractor.
The termination of this Agreement shall be deemed effective upon receipt of the notice of
termination. In the event of such termination, Contractor shall immediately stop rendering
services under this Agreement unless directed otherwise by the City.
4.3. Compensation. In the event of termination, City shall pay Contractor for
reasonable costs incurred and contract services satisfactorily performed up to and including the
date of City's written notice of termination. Compensation for work in progress shall be prorated
as to the percentage of work completed as of the effective date of termination in accordance with
the fees set forth herein.
5.0. INSURANCE
5.1. Minimum Scope and Limits of Insurance. Contractor shall obtain and maintain
during the life of this Agreement all of the following insurance coverages:
(a) Comprehensive general liability, including premises-operations,
products/completed operations, broad form property damage, blanket
contractual liability, independent contractors, personal injury with a policy
limit of not less than One Million Dollars ($1,000,000.00), combined
single limits, per occurrence and aggregate.
(b) Automobile liability for owned vehicles, hired, and non-owned vehicles,
with a policy limit of not less than One Million Dollars ($1,000,000.00),
combined single limits, per occurrence and aggregate.
(c) Workers' compensation insurance as required by the State of California.
(d) Professional errors and omissions ("E&O") liability insurance with policy
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Agreement for Emergency Restoration Services with City of San Bernardino And Superdry Restoration,Inc.
limits of not less than One Million Dollars ($1,000,000.00), combined
single limits, per occurrence and aggregate. Contractor shall obtain and
maintain, said E&O liability insurance during the life of this Agreement
and for three years after completion of the work hereunder.
5.2. Endorsements. The comprehensive general liability insurance policy shall contain
or be endorsed to contain the following provisions:
(a) Additional insureds: "The City of San Bernardino and its elected and
appointed boards, officers, agents, and employees are additional insureds
with respect to this contract with City."
(b) Notice: "Said policy shall not terminate, nor shall it be cancelled, nor the
coverage reduced, until thirty (30) days after written notice is given to
City."
(c) Other insurance: "Any other insurance maintained by the City of San
Bernardino shall be excess and not contributing with the insurance
provided by this policy."
5.3. Certificates of Insurance. Contractor shall provide to City certificates of
insurance showing the insurance coverages and required endorsements described above, in a
form and content approved by City, prior to performing any services under this Agreement.
6.0. GENERAL PROVISIONS
6.1. Entire Agreement. This Agreement constitutes the entire Agreement between the
parties with respect to any matter referenced herein and supersedes any and all other prior
writings and oral negotiations. This Agreement may be modified only in writing, and signed by
the parties in interest at the time of such modification. The terms of this Agreement shall prevail
over any inconsistent provision in any other contract document appurtenant hereto, including
exhibits to this Agreement.
6.2. Representatives. The Public Works Director or his designee shall be the
representative of City for purposes of this Agreement and may issue all consents, approvals,
directives and agreements on behalf of the City, called for by this Agreement, except as
otherwise expressly provided in this Agreement.
Contractor shall designate a representative for purposes of this Agreement who
shall be authorized to issue all consents, approvals, directives and agreements on behalf of
Contractor called for by this Agreement, except as otherwise expressly provided in this
Agreement.
6.3. Project Managers. City shall designate a City emergency contact to work directly
with Contractor in the performance of this Agreement.
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Agreement for Emergency Restoration Services with City of San Bernardino And Superdry Restoration,Inc.
Contractor shall designate a Contract employee(s) who shall represent it and be its
agent in all consultations with City during the term of this Agreement.
6.4. Notices. Any notices, documents, correspondence or other communications
concerning this Agreement or the work hereunder may be provided by personal delivery,
facsimile or mail and shall be addressed as set forth below. Such communication shall be
deemed served or delivered: a) at the time of delivery if such communication is sent by personal
delivery; b) at the time of transmission if such communication is sent by facsimile; and c) 48
hours after deposit in the U.S. Mail as reflected by the official U.S. postmark if such
communication is sent through regular United States mail.
IF TO CONTRACTOR: IF TO CITY:
Superdry Restoration, Inc. Director of Public Works
City of San Bernardino
6476 Florence Ave. Ste B 300 North "D" Street, 3rd Floor
Bell Gardens, CA 90201 San Bernardino, Ca 92418
Fax: 562-928-7242 Fax: 909-384-5190
Tel: 855-242-7024 Tel: 909-384-5140
6.5. Attorneys' Fees. In the event that litigation is brought by any party in connection
with this Agreement, the prevailing party shall be entitled to recover from the opposing party all
costs and expenses, including reasonable attorneys' fees, incurred by the prevailing party in the
exercise of any of its rights or remedies hereunder or the enforcement of any of the terms,
conditions, or provisions hereof. The costs, salary and expenses of the City Attorney and
members of his office in connection with that litigation shall be considered as "attorneys' fees"
for the purposes of this Agreement.
6.6. Governing. This Agreement shall be governed by and construed under the
laws of the State of California without giving effect to that body of laws pertaining to conflict of
laws. In the event of any legal action to enforce or interpret this Agreement, the parties hereto
agree that the sole and exclusive venue shall be a court of competent jurisdiction located in San
Bernardino County, California.
6.7. Assignment. Contractor shall not voluntarily or by operation of law assign,
transfer, sublet or encumber all or any part of Contractor's interest in this Agreement without
City's prior written consent. Any attempted assignment, transfer, subletting or encumbrance
shall be void and shall constitute a breach of this Agreement and cause for termination of this
Agreement. Regardless of City's consent, no subletting or assignment shall release Contractor of
Contractor's obligation to perform all other obligations to be performed by Contractor hereunder
for the term of this Agreement.
6.8 Indemnification and Hold Harmless. Contractor shall protect, defend, indemnify
and hold harmless City and its elected and appointed officials, officers, and employees from any
and all claims, causes of action, liabilities, expenses, including attorney fees, damage to property
or injuries to or death of any person or persons or damages of any nature including, but not by
way of limitation, all civil claims or workers' compensation claims, arising out of or in any way
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Agreement for Emergency Restoration Services with City of San Bernardino And Superdry Restoration, Inc.
connected with the intentional or negligent acts, errors or omissions of Contractor, its employees,
agents or subcontractors in the performance of this Agreement.
6.9. Independent Contractor. Contractor is and shall be acting at all times as an
independent contractor and not as an employee of City. Contractor shall secure, at its expense,
and be responsible for any and all payment of Income Tax, Social Security, State Disability
Insurance Compensation, Unemployment Compensation, and other payroll deductions for
Contractor and its officers, agents, and employees, and all business licenses, if any are required,
in connection with the services to be performed hereunder.
6.10 Public Records Act Disclosure. Contractor has been advised and is aware that all
reports, documents, information and data including, but not limited to, computer tapes, discs or
files furnished or prepared by Contractor, or any of its subcontractors, and provided to City may
be subject to public disclosure as required by the California Public Records Act (California
Government Code Section 6250 et. seq.). Exceptions to public disclosure may be those
documents or information that qualify as trade secrets, as that term is defined in the California
Government Code Section 6254.7, and of which Contractor informs City of such trade secret.
The City will endeavor to maintain as confidential all information obtained by it that is
designated as a trade secret. The City shall not, in any way, be liable or responsible for the
disclosure of any trade secret including, without limitation, those records so marked if disclosure
is deemed to be required by law or by order of the Court.
6.11. Prohibited Employment. Contractor will not employ any regular employee of
City while this Agreement is in effect.
6.12. Order of Precedence. In the event of an inconsistency or conflict in this
Agreement and any of the attached Exhibits or Attachments, the terms set forth in this
Agreement shall prevail.
6.13. Costs. Each party shall bear its own costs and fees incurred in the preparation and
negotiation of this Agreement and in the performance of its obligations hereunder except as
expressly provided herein.
6.14. Construction. The parties have participated jointly in the negotiation and drafting
of this Agreement. In the event an ambiguity or question of intent or interpretation arises with
respect to this Agreement, this Agreement shall be construed as if drafted jointly by the parties
and in accordance with its fair meaning. There shall be no presumption or burden of proof
favoring or disfavoring any party by virtue of the authorship of any of the provisions of this
Agreement.
6.15. Amendments. Only a writing executed by the parties hereto or their respective
successors and assigns may amend this Agreement.
6.16. Waiver. The delay or failure of either party at any time to require performance or
compliance by the other of any of its obligations or agreements shall in no way be deemed a
waiver of those rights to require such performance or compliance. No waiver of any provision of
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Agreement for Emergency Restoration Services with City of San Bernardino And Superdry Restoration,Inc.
this Agreement shall be effective unless in writing and signed by a duly authorized representative
of the party against whom enforcement of a waiver is sought. The waiver of any right or remedy
with respect to any occurrence or event shall not be deemed a waiver of any right or remedy with
respect to any other occurrence or event, nor shall any waiver constitute a continuing waiver.
6.17. Severability. If any provision of this Agreement is determined by a court of
competent jurisdiction to be unenforceable in any circumstance, such determination shall not
affect the validity or enforceability of the remaining terms and provisions hereof or of the
offending provision in any other circumstance.
6.18. 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.
6.19. Corporate Authority. The persons executing this Agreement on behalf of the
parties hereto warrant that they are duly authorized to execute this Agreement on behalf of said
parties and that by doing so, the parties hereto are formally bound to the provisions of this
Agreement.
6.20. Damages. The Parties agree to waive any rights to incidental or consequential
and punitive damages arising out of performance under this Agreement whether in torts or
contracts or in law or in equity.
HI
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Agreement for Emergency Restoration Services with City of San Bernardino And Superdry Restoration,Inc.
IN WITNESS WHEREOF,the parties hereto have executed this
Agreement indicating that they have read and understood same, and indicate their full and
complete consent to its terms:
CONTRACTOR CITY OF SAN BERNARDINO
Superdry Restoration,Inc:
BY:
Jarrod Burguan, Interim City Manager
City of San Bernardino
BY:
TITLE:
APPROVED AS TO FORM:
Gary D. Saenz, City Attorney
By. '
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VENDOR SERVICES AGREEMENT BETWEEN THE CITY OF SAN BERNARDINO
AND SUPERDRY RESORATION, INC. FOR EMERGENCY RESTORATION
SERVICES
This AGREEMENT is made and entered into this 1st day of February , 2016 by
and between SUPERDRY RESTORATION, INC. ("CONTRACTOR") and the CITY
OF SAN BERNARDINO ("CITY").
WITNESSETH:
A. WHEREAS, City has need for emergency restoration, remediation and reconstruction
contract services to mitigate and repair damage to City of San Bernardino property in
the event of unexpected loss or damage.
B. WHEREAS, Contractor has submitted a proposal to provide emergency services in
response to City's Request for Proposal F-16-07 dated January 7, 2016.
C. WHEREAS, Contractor is competent and able to perform said services, and is willing
to provide response to emergency situations such as, but not limited to, water/fire
damage, vandalism cleanup, biohazard cleanup, sewage decontamination,
deodorization, mold remediation, debris removal, emergency construction for damage
mitigation, etc.
NOW, THEREFORE, the parties hereto agree as follows:
1.0 SERVICES PROVIDED BY CONTRACTOR
1.1. Scope of Services. Contractor shall furnish emergency restoration services to
City in accordance with Contractor's Proposal, attached and incorporated herein as Exhibit"A".
1.2 Professional Practices. All contract services to be provided by Contractor
pursuant to this Agreement shall be provided by personnel experienced in their respective fields
and in a manner consistent with the standards of care, diligence and skill ordinarily exercised by
professional contractors in similar fields and circumstances in accordance with sound
professional practices. Contractor also warrants that it is familiar with all laws that may affect
its performance of this Agreement and shall advise City of any changes in any laws that may
affect Contractor's performance of this Agreement.
1.3. Warranty. Contractor warrants that it shall perform the services required by this
Agreement in compliance with all applicable Federal and California employment laws including,
but not limited to, those laws related to minimum hours and wages; occupational health and
safety; fair employment and employment practices; workers' compensation insurance and safety
in employment; and all other Federal, State and local laws and ordinances applicable to the
services required under this Agreement. Contractor shall indemnify and hold harmless City from
and against all claims, demands, payments, suits, actions, proceedings, and judgments of every
nature and description including attorneys' fees and costs, presented, brought, or recovered
against City for, or on account of any liability under any of the above-mentioned laws, which
2016-18
Agreement for Emergency Restoration Services with City of San Bernardino And Superdry Restoration,Inc.
may be incurred by reason of Contractor's performance under this Agreement.
1.4. Non-discrimination. In performing this Agreement, Contractor shall not engage
in, nor permit its agents to engage in, discrimination in employment of persons because of their
race, religion, color, national origin, ancestry, age, physical handicap, medical condition, marital
status, sexual gender or sexual orientation, or any other category protected by law, except as
permitted pursuant to Section 12940 of the Government Code. Violation of this provision may
result in the imposition of penalties referred to in Labor Code, Section 1735.
1.5 Non-Exclusive Agreement. Contractor acknowledges that City may enter into
agreements with other Contractors for services similar to the services that are subject to this
Agreement or may have its own employees perform services similar to those services
contemplated by this Agreement.
1.6. Business License: The Contractor shall obtain and maintain a valid City Business
Registration Certificate during the term of this Agreement.
1.7. Duty of Loyalty/Conflict of Interest: The Contractor understands and agrees that
Contractor shall maintain a fiduciary duty and a duty of loyalty to the City in performing
Contractor's obligations under this Agreement. Contractor, in performing its obligations under
this Agreement, is governed by California's conflict of interest laws, Government Code Section
87100 et seq., and Title 2, California Code of Regulations Section 18700 et seq.
2.0. COMPENSATION AND BILLING
2.1. Compensation. Over the term of this Agreement, Contractor shall be paid for such
on-call emergency services in accordance with the agreed upon fee schedule included in
contractor's proposal, attached and incorporated herein as Exhibit "A," up to a total amount not
to exceed $50,000.00. City makes no guarantee to Contractor regarding the amount and/or the
dollar value of the work assigned to Contractor.
2.2. Additional Services. Contractor shall not receive compensation for any services
provided outside the Scope of Services unless the Director of Public Works, or designee, prior to
Contractor performing the additional services, approves such additional services.
2.3. Method of Billing. Over the term of this Agreement, CONTRACTOR shall be
paid for such services on an as-needed basis with cost contingent on the nature and level of
damage to City properties. Invoiced expenses will be concurrent with the fee structure submitted
with the proposal and included with award of contract.
3.0. TIME OF PERFORMANCE
3.1. Commencement and Completion of Work. The obligation to perform the contract
services pursuant to this Agreement shall commence within five (5) days from the Effective Date
of this Agreement. Said services shall be performed in an immediate response following a clear
channel of communication between the City and the contractor regarding priority needs and
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Agreement for Emergency Restoration Services with City of San Bernardino And Superdry Restoration,Inc.
work approvals. Failure to commence work in a timely manner and/or diligently pursue work to
completion may be grounds for termination of this Agreement.
3.2. Excusable Delays. Neither party shall be responsible for delays or lack of
performance resulting from acts beyond the reasonable control of the party or parties. Such acts
shall include, but not be limited to, acts of God, fire, strikes, material shortages, compliance with
laws or regulations, riots, acts of war, or any other conditions beyond the reasonable control of a
party.
4.0. TERM AND TERMINATION
4.1. Term. This Agreement shall commence on the Effective Date and continue
through June 30, 2016, unless previously terminated as provided herein or as otherwise agreed to
in writing by the parties. An administrative extension of two one-year renewal options may be
authorized by the City Manager, or his designee.
4.2. Notice of Termination. The City reserves and has the right and privilege of
canceling, suspending or abandoning the execution of all or any part of the work contemplated
by this Agreement, with or without cause, at any time, by providing written notice to Contractor.
The termination of this Agreement shall be deemed effective upon receipt of the notice of
termination. In the event of such termination, Contractor shall immediately stop rendering
services under this Agreement unless directed otherwise by the City.
4.3. Compensation. In the event of termination, City shall pay Contractor for
reasonable costs incurred and contract services satisfactorily performed up to and including the
date of City's written notice of termination. Compensation for work in progress shall be prorated
as to the percentage of work completed as of the effective date of termination in accordance with
the fees set forth herein.
5.0. INSURANCE
5.1. Minimum Scope and Limits of Insurance. Contractor shall obtain and maintain
during the life of this Agreement all of the following insurance coverages:
(a) Comprehensive general liability, including premises-operations,
products/completed operations, broad form property damage, blanket
contractual liability, independent contractors, personal injury with a policy
limit of not less than One Million Dollars ($1,000,000.00), combined
single limits,per occurrence and aggregate.
(b) Automobile liability for owned vehicles, hired, and non-owned vehicles,
with a policy limit of not less than One Million Dollars ($1,000,000.00),
combined single limits, per occurrence and aggregate.
(c) Workers' compensation insurance as required by the State of California.
(d) Professional errors and omissions ("E&O") liability insurance with policy
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Agreement for Emergency Restoration Services with City of San Bernardino And Superdry Restoration, Inc.
limits of not less than One Million Dollars ($1,000,000.00), combined
single limits, per occurrence and aggregate. Contractor shall obtain and
maintain, said E&O liability insurance during the life of this Agreement
and for three years after completion of the work hereunder.
5.2. Endorsements. The comprehensive general liability insurance policy shall contain
or be endorsed to contain the following provisions:
(a) Additional insureds: "The City of San Bernardino and its elected and
appointed boards, officers, agents, and employees are additional insureds
with respect to this contract with City."
(b) Notice: "Said policy shall not terminate, nor shall it be cancelled, nor the
coverage reduced, until thirty (30) days after written notice is given to
City."
(c) Other insurance: "Any other insurance maintained by the City of San
Bernardino shall be excess and not contributing with the insurance
provided by this policy."
5.3. Certificates of Insurance. Contractor shall provide to City certificates of
insurance showing the insurance coverages and required endorsements described above, in a
form and content approved by City, prior to performing any services under this Agreement.
6.0. GENERAL PROVISIONS
6.1. Entire Agreement. This Agreement constitutes the entire Agreement between the
parties with respect to any matter referenced herein and supersedes any and all other prior
writings and oral negotiations. This Agreement may be modified only in writing, and signed by
the parties in interest at the time of such modification. The terms of this Agreement shall prevail
over any inconsistent provision in any other contract document appurtenant hereto, including
exhibits to this Agreement.
6.2. Representatives. The Public Works Director or his designee shall be the
representative of City for purposes of this Agreement and may issue all consents, approvals,
directives and agreements on behalf of the City, called for by this Agreement, except as
otherwise expressly provided in this Agreement.
Contractor shall designate a representative for purposes of this Agreement who
shall be authorized to issue all consents, approvals, directives and agreements on behalf of
Contractor called for by this Agreement, except as otherwise expressly provided in this
Agreement.
6.3. Project Managers. City shall designate a City emergency contact to work directly
with Contractor in the performance of this Agreement.
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Agreement for Emergency Restoration Services with City of San Bernardino And Superdry Restoration,Inc.
Contractor shall designate a Contract employee(s) who shall represent it and be its
agent in all consultations with City during the term of this Agreement.
6.4. Notices. Any notices, documents, correspondence or other communications
concerning this Agreement or the work hereunder may be provided by personal delivery,
facsimile or mail and shall be addressed as set forth below. Such communication shall be
deemed served or delivered: a) at the time of delivery if such communication is sent by personal
delivery; b) at the time of transmission if such communication is sent by facsimile; and c) 48
hours after deposit in the U.S. Mail as reflected by the official U.S. postmark if such
communication is sent through regular United States mail.
IF TO CONTRACTOR: IF TO CITY:
Superdry Restoration, Inc. Director of Public Works
City of San Bernardino
6476 Florence Ave. Ste B 300 North"D" Street, 3rd Floor
Bell Gardens, CA 90201 San Bernardino, Ca 92418
Fax: 562-928-7242 Fax: 909-384-5190
Tel: 855-242-7024 Tel: 909-384-5140
6.5. Attorneys' Fees. In the event that litigation is brought by any party in connection
with this Agreement, the prevailing party shall be entitled to recover from the opposing party all
costs and expenses, including reasonable attorneys' fees, incurred by the prevailing party in the
exercise of any of its rights or remedies hereunder or the enforcement of any of the terms,
conditions, or provisions hereof. The costs, salary and expenses of the City Attorney and
members of his office in connection with that litigation shall be considered as "attorneys' fees"
for the purposes of this Agreement.
6.6. Governing Law. This Agreement shall be governed by and construed under the
laws of the State of California without giving effect to that body of laws pertaining to conflict of
laws. In the event of any legal action to enforce or interpret this Agreement, the parties hereto
agree that the sole and exclusive venue shall be a court of competent jurisdiction located in San
Bernardino County, California.
6.7. Assignment. Contractor shall not voluntarily or by operation of law assign,
transfer, sublet or encumber all or any part of Contractor's interest in this Agreement without
City's prior written consent. Any attempted assignment, transfer, subletting or encumbrance
shall be void and shall constitute a breach of this Agreement and cause for termination of this
Agreement. Regardless of City's consent, no subletting or assignment shall release Contractor of
Contractor's obligation to perform all other obligations to be performed by Contractor hereunder
for the term of this Agreement.
6.8 Indemnification and Hold Harmless. Contractor shall protect, defend, indemnify
and hold harmless City and its elected and appointed officials, officers, and employees from any
and all claims, causes of action, liabilities, expenses, including attorney fees, damage to property
or injuries to or death of any person or persons or damages of any nature including, but not by
way of limitation, all civil claims or workers' compensation claims, arising out of or in any way
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Agreement for Emergency Restoration Services with City of San Bernardino And Superdry Restoration, Inc.
connected with the intentional or negligent acts, errors or omissions of Contractor, its employees,
agents or subcontractors in the performance of this Agreement.
6.9. Independent Contractor. Contractor is and shall be acting at all times as an
independent contractor and not as an employee of City. Contractor shall secure, at its expense,
and be responsible for any and all payment of Income Tax, Social Security, State Disability
Insurance Compensation, Unemployment Compensation, and other payroll deductions for
Contractor and its officers, agents, and employees, and all business licenses, if any are required,
in connection with the services to be performed hereunder.
6.10 Public Records Act Disclosure. Contractor has been advised and is aware that all
reports, documents, information and data including, but not limited to, computer tapes, discs or
files furnished or prepared by Contractor, or any of its subcontractors, and provided to City may
be subject to public disclosure as required by the California Public Records Act (California
Government Code Section 6250 et. seq.). Exceptions to public disclosure may be those
documents or information that qualify as trade secrets, as that term is defined in the California
Government Code Section 6254.7, and of which Contractor informs City of such trade secret.
The City will endeavor to maintain as confidential all information obtained by it that is
designated as a trade secret. The City shall not, in any way, be liable or responsible for the
disclosure of any trade secret including, without limitation, those records so marked if disclosure
is deemed to be required by law or by order of the Court.
6.11. Prohibited Employment. Contractor will not employ any regular employee of
City while this Agreement is in effect.
6.12. Order of Precedence. In the event of an inconsistency or conflict in this
Agreement and any of the attached Exhibits or Attachments, the terms set forth in this
Agreement shall prevail.
6.13. Costs. Each party shall bear its own costs and fees incurred in the preparation and
negotiation of this Agreement and in the performance of its obligations hereunder except as
expressly provided herein.
6.14. Construction. The parties have participated jointly in the negotiation and drafting
of this Agreement. In the event an ambiguity or question of intent or interpretation arises with
respect to this Agreement, this Agreement shall be construed as if drafted jointly by the parties
and in accordance with its fair meaning. There shall be no presumption or burden of proof
favoring or disfavoring any party by virtue of the authorship of any of the provisions of this
Agreement.
6.15. Amendments. Only a writing executed by the parties hereto or their respective
successors and assigns may amend this Agreement.
6.16. Waiver. The delay or failure of either party at any time to require performance or
compliance by the other of any of its obligations or agreements shall in no way be deemed a
waiver of those rights to require such performance or compliance. No waiver of any provision of
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Agreement for Emergency Restoration Services with City of San Bernardino And Superdry Restoration,Inc.
this Agreement shall be effective unless in writing and signed by a duly authorized representative
of the party against whom enforcement of a waiver is sought. The waiver of any right or remedy
with respect to any occurrence or event shall not be deemed a waiver of any right or remedy with
respect to any other occurrence or event, nor shall any waiver constitute a continuing waiver.
6.17. Severability. If any provision of this Agreement is determined by a court of
competent jurisdiction to be unenforceable in any circumstance, such determination shall not
affect the validity or enforceability of the remaining terms and provisions hereof or of the
offending provision in any other circumstance.
6.18. 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.
6.19. Corporate Authority. The persons executing this Agreement on behalf of the
parties hereto warrant that they are duly authorized to execute this Agreement on behalf of said
parties and that by doing so, the parties hereto are formally bound to the provisions of this
Agreement.
6.20. Damages. The Parties agree to waive any rights to incidental or consequential
and punitive damages arising out of performance under this Agreement whether in torts or
contracts or in law or in equity.
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Agreement for Emergency Restoration Services with City of San Bernardino And Superdry Restoration,Inc.
IN WITNESS WHEREOF,the parties hereto have executed this
Agreement indicating that they have read and understood same, and indicate their full and
complete consent to its terms:
CONTRACTOR CITY OF SAN BERNARDINO
Superdry Restoration,Inc:
BY:
Jam^^� Rurcn�a rim City Manager
_---� City of San Bernardino
BY.
TITLE: s ID Z:-�"T J C C-in
APPROVED AS TO FORM:
Gary D. Saenz, City Attorney
By. 1
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