HomeMy WebLinkAboutU.S. Postal Service 1- City of Santa Ana C 2OQV
Clerk of the Council
AGREEMENT TERMINATION 5
2
Please complete this Torn when the attached agreement is no longer in effect,
Return form to the Clerk of the Council Office(M -30).
Call 647 -2520 if Lou have any quest
Lions.
The agreement with Che�Uni ±ed States Postal Service
No. N -2004 -077
was completed on 10/22/2007
and final payment has been made.
Avne "dme- : N- 200A -o7Tz-o l
4erm, ay% 5-9-OS
.: Cloae��,r, 2008
Revised C5 -04 -08
Department:
Finance /Fleet
Phone /Ext :
3362
Signature
Date:
7/21 /n9
Jun 03 04 03:48p 6473539
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W h K [,,I iv � } i,,) L; E 1: , N- 2004 -077
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AGREEMENT TO PROVIDE VEHICLE MODIFICATIONS
PI� THIS AGREEMENT, made and entered into this day of , 2004 by and
between the City of Santa Ana, a charter city and municipal corporation Jrganized and
existing under the Constitution and laws of the State of California (hereinafter "City ") and
the U.S. Special Agent U.S. Postal Service, Office of Inspector General (U.S. Post Office).
RECITALS
A. The U.S. Post Office desires to retain the as City having special skill and
knowledge in the field of emergency vehicle equipment installation.
B. City represents that City is able and willing to provide such services to the U.S. Post
Office.
p.2
C. In undertaking the performance of this Agreement, City represents that it is
knowledgeable in its field and that any services performed by City under this Agreement
will be performed in compliance with such standards as may reasonably be expected
from a professional vehicle emergency equipment company.
NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the
terms and conditions hereinafter set forth, the parties agree as follows:
1. SCOPE OF SERVICES
City shall perform those services as set forth in Exhibit A to this Agreement.
2. COMPENSATION
a. U.S. Post Office agrees to pay, and City agrees to accept as total payment for its
services, the rates and charges identified in Exhibit A.
b. Payment by U.S. Post Office shall be made within thirty (30) days following receipt of
proper invoice evidencing work performed, subject to U.S. Post Office accounting procedures.
Payment need not be made for work which fails to meet the standards of performance set forth in
the Recitals which may reasonably be expected by U.S. Post Office.
3. TERM
r This Agreement shall commence on the date first written above and terminate
on -1 Iq 3C -100S, unless terminated earlier in accordance with Section 11, below. The
term of d4is Agreement may be extended upon a writing executed by the Executive Director of
Finance and Management and the City Attorney.
Jun 03 04 03:48p 6473539 p.3
4. INDEPENDENT CONTRACTOR
City shall, during the entire term of this Agreement, be construed to be an independent
contractor and not an employee of the U.S. Post Office. This Agreement is not intended nor
shall it be construed to create an employer - employee relationship, a joint venture relationship, or
to allow the U.S. Post Office to exercise discretion or control over the professional manner in
which City performs the services which are the subject matter of this Agreement; however, the
services to be provided by City shall be provided in a manner consistent with all applicable
standards and regulations governing such services. City shall pay all salaries and wages,
employer's social security taxes, unemployment insurance and similar taxes relating to employees
and shall be responsible for all applicable withholding taxes.
6. INDEMNIFICATION
U.S. Post Office agrees to and shall indemnify and hold harmless the City, its officers,
agents, employees, City's special counsel, and representatives from liability: (1) for personal
injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims
for personal injury, including health, and claims for property damage, which may arise from the
direct or indirect operations of the City or its contractors, subcontractors, agents, employees, or
other persons acting on their behalf which relates to the services described in section 1 of this
Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution,
judicial or equitable relief is due by reason of the terms of or effects arising from this Agreement.
This indemnity and hold harmless agreement applies to all claims for damages, just
compensation, restitution, judicial or equitable relief suffered, or alleged to have been suffered,
by reason of the events referred to in this Section or by reason of the terms of, or effects, arising
from this Agreement. The U.S. Post Office further agrees to indemnify, hold harmless, and pay
all costs for the defense of the City, including fees and costs for special counsel to be selected by
the City, regarding any action by a third party challenging the validity of this Agreement, or
asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief
due to personal or property rights arises by reason of the terms of, or effects arising from this
Agreement. City may make all reasonable decisions with respect to its representation in any
legal proceeding.
7. CONFIDENTIALITY
If U.S. Post Office receives from the City information which due to the nature of such
information is reasonably understood to be confidential and/or proprietary, U.S. Post Office
agrees that it shall not use or disclose such information except in the performance of this
Agreement, and further agrees to exercise the same degree of care it uses to protect its own
information of like importance, but in no event less than reasonable care. "Confidential
Information" shall include all nonpublic information. Confidential information includes not only
written information, but also information transferred orally, visually, electronically, or by other
means. Confidential information disclosed to either party by any subsidiary and/or agent of the
other party is covered by this Agreement. The foregoing obligations of non -use and
. Jun 03 04 03:48p
6473539 p,4
nondisclosure shall not apply to any information that (a) has been disclosed in publicly available
sources; (b) is, through no fault of the City disclosed in a publicly available source; (c) is in
rightful possession of the City without an obligation of confidentiality; (d) is required to be
disclosed by operation of law; or (e) is independently developed by the City without reference to
information disclosed by the City.
8. CONFLICT OF INTEREST CLAUSE
U.S. Post Office covenants that it presently has no interests and shall not have interests,
direct or indirect, which would conflict in any manner with performance of services specified
under this Agreement.
9. NOTICE
Any notice, tender, demand, delivery, or other communication pursuant to this
Agreement shall be in writing and shall be deemed to be properly given if delivered in person or
mailed by first class or certified mail, postage prepaid, or sent by telefacsimile or other
telegraphic communication in the manner provided in this Section, to the following persons:
To City:
Clerk of the City Council
City of Santa Ana
20 Civic Center Plaza (M -30)
P.O. Box 1988
Santa Ana, CA 92702 -1988
telefacsimile (714) 647 -6956
With courtesy copies to:
and,
Executive Director of Finance and Management
City of Santa Ana
20 Civic Center Plaza (M -11)
P.O. Box 1988
Santa Ana, California 92702
telefacsimile (714) 647 -5400
City Attorney
City of Santa Ana
20 Civic Center Plaza (M -29)
P.O. Box 1988
Santa Ana, California 92702
Jun 03 04 03:48p 6473539 p.5
telefacsimile (714) 647 -6515
To U.S. Post Office:
Attn:
A party may change its address by giving notice in writing to the other party. Thereafter,
any notice, tender, demand, delivery, or other communication shall be addressed and transmitted
to the new address. If sent by mail, any notice, tender, demand, delivery, or other
communication shall be effective or deemed to have been given three (3) days after it has been
deposited in the United States mail, duly registered or certified, with postage prepaid, and
addressed as set forth above. If sent by telefacsimile, any notice, tender, demand, delivery, or
other communication shall be effective or deemed to have been given twenty -four (24) hours
after the time set forth on the transmission report issued by the transmitting facsimile machine,
addressed as set forth above. For purposes of calculating these time frames, weekends, federal,
state, County or City holidays shall be excluded.
10. EXCLUSIVITY AND AMENDMENT
This Agreement represents the complete and exclusive statement between the City and
U.S. Post Office, and supersedes any and all other agreements, oral or written, between the
parties. In the event of a conflict between the terms of this Agreement and any attachments
hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except
by written instrument signed by the City and by an authorized representative of the U.S. Post
Office. The parties agree that any terms or conditions of any purchase order or other instrument
that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or
obligate City nor the U.S. Post Office. Each party to this Agreement acknowledges that no
representations, inducements, promises or agreements, orally or otherwise, have been made by
any party, or anyone acting on behalf of any party, which are not embodied herein.
11. TERMINATION
This Agreement may be terminated by the City upon thirty (30) days written notice of
termination. In such event, City shall be entitled to receive and the U.S. Post Office shall pay City
compensation for all services performed by City prior to receipt of such notice of termination.
12. JURISDICTION - VENUE
This Agreement and all questions relating to its validity, interpretation, performance, and
enforcement shall be government and construed in accordance with the laws of the State of
California. This Agreement has been executed and delivered in the State of California and the
validity, interpretation, performance, and enforcement of any of the clauses of this Agreement
Jun 03 04 03:49p 6473539 p.6
shall be determined and governed by the laws of the State of California. Both parties further
agree that Orange County, California, shall be the venue for any action or proceeding that may
be brought or arise out of, in connection with or by reason of this Agreement.
16. MISCELLANEOUS PROVISIONS
a. Each undersigned represents and warrants that its signature hereinbelow has the power,
authority and right to bind their respective parties to each of the terms of this Agreement, and shall
indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages to
City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn.
b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set
forth in the body of this Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year
first above written.
ATTEST:
Patricia E. Healy
Clerk of the Council
APPROVED AS TO FORM:
Joseph W. Fletcher
City Attorney
RECOMMENDED FOR APPROVAL:
a
4010
e Management Services Agency
CITY OF SANTA ANA
a municipal corporation o the
State of L ia
Pdvid N. Ream
City Manager
U. . Post O ice
TITLE: & `l'v % 11V C a t
Employer ID# /P-' -
Jun 03 04 03:49p 6473539 p,7
EXHIBIT A
A.M..5",
Attention: Torri K. Piper Ed„caaon Isr
Special Agent U.S. Postal Service,
Office of Inspector General
Pacific Area:
From: Terrill Price
Corp.Yard/Fleet Facilities Manager
City Of Santa Ana
Date: 05/20/04
Subject: UNITED STATES POSTAL SERVICE REQUEST FOR SERVICE
Agent Torri K. Piper:
Thank you for considering the City of Santa Ana's Fleet Services Division for your departments
vehicle equipment installation needs. Per our previous conversation with Agent McElrath, listed below
are the services and items to be provided to each of your departments vehicles described as six to nine
various sedan type vehicles. All equipment installed will be new and of the latest model, all equipment
installed will meet California Title XIII regulation relating to emergency equipment. Per your request
each installation will carry a thirty-day warranty for labor. Manufactory's warranty to cover installed
equipment. Labor to replace defective equipment included during first thirty days. Listed below is an
I.Install Federal Signal 180K siren system, complete with remote activation switch.
2. Install Federal Signal Dyna -max siren speaker and bracketing.
3. Install Sound Off flip —down visor mounted LED light module with solid red and flashing blue.
4. Install Wig -Wag headlight flasher.
5.All emergency lighting to activate from remote switch.
Work to be completed at Santa Ana Corporation Yard /Fleet Services Division, 215 S. Center St.
Santa Ana Ca. 92703
Pick -up and delivery of vehicles will be the responsibility of the Postal Service.
Installation schedule will be determined upon completion of vehicle list. Anticipated completion rate
of one vehicle per day, pending needs of City.
Above equipment, installation labor and tax included per vehicle $1,091.4 0
Additional equipment beyond the above scope billed at a per item
expense.
Again thank you for giving the City of Santa Ana's Fleet Services Division an opportunity to provide
these services. My emergency equipment installation section has over fifty years of experience in the
installation of emergency equipment.
Should you have any questions relative to this proposal, Please contact Terry Price, Fleet Mgr.
(714) 647 -3348