Loading...
Resolution 11912CITY OF ALAMEDA RESOLUTION NO. 11912 AWARDING CONTRACT TO ARATA EQUIPMENT CO. FOR FIRE DEPARTMENT AMBULANCE, M.S.P. 11 -89 -1 AND AUTHORIZING EXECUTION THEREOF WHEREAS, on October 25, 1989 one of the Fire Department's two reserve ambulances suffered an engine compartment fire, resulting in its being declared a total loss; and WHEREAS, in November, 1989, the City Council of the City of Alameda approved a request from the Finance Director that plans and specifications for an ambulance unit be approved; that staff be authorized to solicit bids for an ambulance; and that allocation of funds be authorized from the equipment replacement fund; and WHEREAS, on November 21, 1989, the City Clerk advertised and mailed ambulance proposals to vendors; and WHEREAS, bids were opened on December 18, 1989, and the only bid received was from Arata Equipment Company, which bid proposal met or exceeded all requirements and specifications required; and WHEREAS, delivery of this vehicle can be expected within seven (7) days of receipt of order. NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Alameda that the Mayor is hereby authorized to execute, and the City Clerk to attest, for and on behalf of the City, a contract with Arata Equipment Company for purchase of am ambulance for the fire department, a copy of which contract is attached hereto as Exhibit 1; and BE IT FURTHER RESOLVED that the sum of $45,742.12 is hereby appropriated from the Equipment Replacement .: nd (9101) to fund this ambulance. ql Fore I, the undersigned, hereby certify that the foregoing Resolution was duly and regularly adopted and passed by the Council of the City of Alameda in regular meeting assembled on the 2nd day of - January , 1990, by the following vote to wit: AYES: Councilmembers Arnerich, Camicia, Thomas, Withrow and President Corica - 5. NOES: None. ABSENT: None. ABSTENTIONS: None. IN WITNESS WHEREOF, I have hereunto set my hand and affixed the official seal of said City this 3rd day of January , 1990. (Deputy)City Clerk of the City of Alameda CONTRACTOR AGREEMENT THIS AGREEMENT, entered into this 3rd day of January 1994 by and between CITY OF ALAMEDA, a municipal corporation (hereinafter referred to as "City "), and Arata Equipment Company , a California corporation, whose address is 198 California Dr. Burlingame, Ca. , hereinafter called the Contractor, in reference to the following: RECITALS: A. City is a municipal corporation duly organized and validly existing under the laws of the State of California with the power to carry on its business as it is now being conducted under the statutes of the State of California and the Charter of the City. B. City and Contractor desire to enter into an agreement for furnishing One Ambulance for the Fire Department , in accordance with Specifications, Special Provisions and Plans, adopted therefor, No.M.S.P 11 -89 -1 , filed in the office of the City Clerk on November 21, 19 8R NOW, THEREFORE, it is mutually agreed by and between the undersigned parties as follows: 1. TERM: The Contractor shall begin work within NA ( ) working days after receiving notice from the Engineer to commence the work, and shall diligently prosecute the work to completion before the expiration of seven ( 7 ) consecutive working days from the date of receipt of notice to begin work. 2. BERVICES TO BE PERFORMED: Contractor agrees, at its own cost and expense, to furnish all 1 EXHIBIT 1 labor, tools, equipment, materials, except as otherwise specified, and to do all work strictly in accordance with Specifications, Special Provisions and Plans, which said Specifications, Special Provisions and Plans are hereby referred to and expressly made a part hereof with the same force and effect as if the same were fully incorporated herein. 3. COMPENSATION TO CONTRACTOR: Contractor shall be compensated for services performed pursuant to this Agreement in the amount and manner set forth in Contractor's bid, which is attached hereto as Exhibit "A" and incorporated herein by this reference. Payment will be made in the same manner that claims of a like character are paid by the City, with checks drawn on the treasury of said City, to be taken from the Equipment Replacement fund. (9101) 4. STANDARD OF CARE: Contractor agrees to perform all services hereunder in a manner commensurate with the highest community professional standards and agrees that all services shall be performed by qualified and experienced personnel who are not employed by the City nor have any contractual relationship with City. 5. INDEPENDENT PARTIES: City and Contractor intend that the relation between them created by this Agreement is that of employer- independent contractor. The manner and means of conducting the work are under the control of Contractor, except to the extent they are limited by statute, rule or regulation and the express terms of this Agreement. No civil service status or other right of employment will be acquired by virtue of Contractor's services. None of the benefits provided by City to its employees, including but not limited to unemployment insurance, workers' compensation plans, vacation and sick leave are available from City to Contractor, its 2 employees or agents. Deductions shall not be made for any state or federal taxes, FICA payments, PERS payments, or other purposes normally associated with an employer - employee relationship from any fees due Contractor. Payments of the above items, if required, are the responsibility of Contractor. 6. HOLD HARMLESS: Contractor shall indemnify and hold harmless City, its City Council, boards and commissions, officers and employees from and against any and all loss, damages, liability, claims, suits, costs and expenses whatsoever, including reasonable attorneys' fees, regardless of the merits or outcome of any such claim or suit arising from or in any manner connected to Contractor's negligent performance of services or work conducted or performed pursuant to this Agreement. Contractor shall indemnify and hold harmless City, its City Council, boards and commissions, officers and employees from and against any and all loss, damages, liability, claims, suits, costs and expenses whatsoever, including reasonable attorneys' fees, accruing or resulting to any and all persons, firms or corporations furnishing or supplying work, services, materials, equipment or supplies arising from or in any manner connected to the Contractor's negligent performance of services or work conducted or performed pursuant to this Agreement. 7. ;NBURANCE: On or before the commencement of the terms of this Agreement, Contractor shall furnish City with certificates showing the type, amount, class of operations covered, effective dates and dates of expiration of insurance coverage in compliance with paragraphs 7A, B, C and D. Such certificates, which do not limit Contractor's indemnification, shall also contain substantially the following statement: "Should any of the above insurance covered by this certificate be cancelled or coverage reduced before the expiration 2 date thereof, the insurer afforded coverage shall provide thirty (30) days' advance notice to the City of Alameda by certified mail, Attention: City Clerk." It is agreed that Contractor shall maintain in force at all times during the performance of this Agreement all appropriate coverage of insurance required by this Agreement with an insurance company that is acceptable to City and licensed to do insurance business in the State of California. A. COVERAGE: Contractor shall maintain the following insurance coverage: (1) Worker's Compensation: Statutory coverage as required by the State of California. (2) Liability: Comprehensive general coverage in the following minimum limits: Bodily Injury: $500,000 each occurrence $1,000,000 aggregate products/ completed operations $1,000,000 aggregate - all other (if applicable) Property Damage: $100,000 each occurrence $250,000 aggregate If submitted, combined single limit policy with aggregate limits in the amounts of $1,000,000 will be considered equivalent to the required minimum limits shown above. B. SUBROGATION WAIVER: Contractor agrees that in the event of loss due to any of the perils for which it has agreed to provide comprehensive general and automotive liability insurance, that Contractor shall look solely to its insurance for recovery. Contractor hereby grants to City, on behalf of any insurer providing comprehensive general and automotive liability insurance to either Contractor or City with respect to the services of Contractor herein, a waiver of any right to subrogation which any such insurer of said Contractor may acquire against City by virtue of the payment of any loss under such insurance. C. FAILURE TO SECURE: If Contractor at any time during the term hereof should fail to secure or maintain the foregoing insurance, City shall be permitted to obtain such insurance in the Contractor's name or as an agent of the Contractor and shall be compensated by the Contractor for the costs of the insurance premiums at the maximum rate permitted by law computed from the date written notice is received that the premiums have been paid. D. ADDITIONAL INSURANCE: City, its City Council, boards and Commissions, officers, and employees shall be named as an additional insured under all insurance coverages, except any professional liability insurance, required by this Agreement. The naming of an additional insured shall not affect any recovery to which such additional insured would be entitled under this policy if not named as such additional insured. An additional insured named herein shall not be held liable for any premium, deductible portion of any loss, or expense of any nature on this policy or any extension thereof. Any other insurance held by an additional insured shall not be required to contribute anything toward any loss or expense covered by the insurance provided by this policy. 8. PROHIBITION AGAINST TRANSFERS: Contractor shall not assign, sublease, hypothecate, or transfer this Agreement or any interest therein directly or indirectly, by operation of law or otherwise without prior written consent of City. Any attempt to do so without said consent shall be null and void, and any assignee, sublessee, hypothecate or transferee shall acquire no right or interest by reason of such attempted assignment, hypothecation or transfer. The sale, assignment, transfer or other disposition of any of the issued and outstanding capital stock of Contractor, or of the interest of any general partner or joint venturer or syndicate member or cotenant if Contractor is a partnership or joint venture or syndicate or cotenancy, which shall result in changing the control of Contractor, shall be construed as an assignment of this Agreement. Control means fifty percent (50 %) or more of the voting power of the corporation. 9. PERMITS AND LICENSES: Contractor, at its sole expense, shall obtain and maintain during the term of this Agreement, all appropriate permits, licenses and certificates that may be required in connection with the performance of services hereunder. 10. REPORTS: Each and every report, draft, work product, map, record and other document reproduced, prepared or caused to be prepared by Contractor pursuant to or in connection with this Agreement shall be the exclusive property of City. No report, information nor other data given to or prepared or assembled by Contractor pursuant to this Agreement shall be made available to any individual or organization by Contractor without prior approval by City. Contractor shall, at such time and in such form as City may require, furnish reports concerning the status of services required under this Agreement. 11. RECORDS: Contractor shall maintain complete and accurate records with respect to sales, costs, expenses, receipts and other such information required by City that relate to the performance of services under this Agreement. Contractor shall maintain adequate records of services provided in sufficient detail to permit an evaluation of services. All such records shall be maintained in accordance with generally accepted accounting principles and shall be clearly identified and readily accessible. Contractor shall provide free access to the representatives of City or its designees at all proper times to such books and records, and gives City the right to examine and audit same, and to make transcripts therefrom as necessary, and to allow inspection of all work, data, documents, proceedings and activities related to this Agreement. Such records, together with supporting documents, shall be kept separate from other documents and records and shall be maintained for a period of three (3) years after receipt of final payment. 12. NOTICES: All notices, demands, requests or approvals to be given under this Agreement shall be given in writing and conclusively shall be deemed served when delivered personally or on the second business day after the deposit thereof in the United States mail, postage prepaid, registered or certified, addressed as hereinafter provided. All notices, demands, requests, or approvals from Contractor to City shall be addressed to City at: City of Alameda 2263 Santa Clara Avenue Alameda, CA 94501 Attention: Robert La Grone (Fire Chief) All notices, demands, requests, or approvals from City to Contractor shall be addressed to Contractor at: Don Arata Arata Equipment Co. 198 California Dr. Burlingame, Calif. 94010 13. TERMINATION: In the event Contractor hereto fails or refuses to perform any of the provisions hereof at the time and in the manner required hereunder, Contractor shall be deemed in default in the performance of this Agreement. If such default is not cured within a period of two (2) days after receipt by Contractor from City of written notice of default, specifying the nature of such default and the steps necessary to cure such default, City may terminate the Agreement forthwith by giving to the Contractor written notice thereof. City shall have the option, at its sole discretion and without cause, of terminating this Agreement by given seven (7) days' prior written notice to Contractor as provided herein. Upon termination of this Agreement, each party shall pay to the other party that portion of compensation specified in this Agreement that is earned and unpaid prior to the effective date of termination. 14. COST OF LITIGATION: If any legal action is necessary to enforce any provision hereof or for damages by reason for an alleged breach of any provisions of this Agreement, the prevailing party shall be entitled to receive from the losing party all costs and expenses in such amount as the Court may adjudge to be reasonable attorneys' fees. 15. COMPLIANCES: Contractor shall comply with all laws, state or federal and all ordinances, rules and regulations enacted or issued by City. 16. WAIVER: A waiver by City of any breach of any term, covenant, or condition contained herein shall not be deemed to be a waiver of any subsequent breach of the same or any other term, covenant, or condition contained herein whether of the same or a different character. 17. INTEGRATED CONTRACT: This Agreement represents the full and complete understanding of every kind or nature whatsoever between the parties hereto and all preliminary negotiations and agreements of whatsoever kind or nature are merged herein. No verbal agreement or implied covenant shall be held to vary the provisions hereof. Any modification of this Agreement will be effective only by written execution signed by both City and Contractor. IN WITNESS WHEREOF, the parties have caused the Agreement to be executed on the day and year first above written. APPROVED AS TO FORM: City Attorney ATTEST: City Clerk CITY OF ALAMEDA, a municipal corporation BY: Arata Equipment Company. A California Corporation BY: 2 • PROPOSAL (attachment) TO THE COUNCIL OF THE CITY OF ALAMEDA: The undersigned declares that he has carefully examined Specifications and Provisions of the City of Alameda, Nc M.S.P. 11 -89 -1 , filed with the City Clerk of said city IfQYembgr ...2.1..........._...._....., 19..89.., for furnishing One Ambulance for the Fire Department and hereby agrees to sell end deliver to the City of Alameda, strictly in accordance with the terms and conditions of said Specifications end Provisions, the personal property hereinafter described, at the following price, to.w t: DESCRIPTION OF ITEMS DOLLARS CENTS One (1) 1989 Wheeled Coach Type II Ambulance in Compliance to Alameda Specifications and our Response Plus: $42,650 00 California Sales Tax @ 7.25% 3,092 12 F.O.B. Point Alameda, CA TOTAL $45,742 12 Delivery will be Seven (7) Working Days After Award (OVER) EXHIBIT A - - - - -.... --.. -_ ... +r+uu��rivrn ono rrovrtions •INCI 'Cal in cite of failure to •,ecule said contract, with the sweetie), bond if any be required, within len days, gundeyt, after receiving notice filet the contract has been awarded end k reedy for signeturs, the proceeds of companying h;s bid shell become the property of file City of Alameda es •greed end liquidated damages. Dated December 14 19 89 Signature of Bidder Business Address Don A. Arata, President further agreei not a+cluding the cheek se. _...19L.G4w1�.i;ox ni ..A lyti Burlingame, CA 94010 Incorporated under the laws of the stele of California NAME (of officers or partners) Don A. Arata TITLE President and Treasurer Alvin J. Arata, Jr. Vice President and Secretary ADDRESS 198 California Dr., Burlingame, CA 198...Cd1� foxnia..nr...,.. .73ur.l.iagamti., CA IMPORTANT INSTRUCTIONS 1. Any erasure or inlerlineetion may invalidate bid. 2. If bidder is •. An individual doing business under his own name, sign hit own name only. b. An individual using • firm name, sign: Example, "John Doe, an Individual doing business es Blank Co." c. A co-partnership, sign: Example, "Blank Co., by John boa. to- partner.' d. A corporation; sign: Example, "Blank Co., by John Doe, President" for other officer or agent duly authorized). If by agent, furnish written evidence of authority. 3. If a firm or co-partnership, give the names and addresses of 6t1 individual to- partners composing the firm. 4. If e corporation, state legal name of corporation, •ko homes $hd addrauet of president, sacret•ry end treasurer. S. If corporation it bidder, eft'rx seal of corporation. 6. Write plainly on she envelope "Proposal for furnishing ... (neme of product) . .