HomeMy WebLinkAboutFAAC, INC. 8-2017INSURANCE ON FILE
WORK MAY PROCEED
Q� UNTIL. INSURANCE EXPIRES
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CLERK OF COUNCIL.
N-2018-095
DATE;3t� 3 4 141A MAINTENANCE AGREEMENT WITH
O: SAPD (/) Lao Xtcul�e2 FARC — DRIVER TRAINING SIMULATOR
(Oath- Se a'-)
Fiscal '1'141S AGREEMENT is made and entered into this 22nd day of November, 2017 by and between
FARC, Inc,, a Michigan corporation ("Consultant"), and the City of Santa Ana, a charter city and
municipal corporation organized and existing under the Constitution and laws of the State of
California ("City")
RECITALS
A. The City desires to retain a consultant having special skill and knowledge in the field of
maintenance fora Driver Training Simulator used to teach officers emergency and pursuit
driving'skills.
S. Consultant represents that Consultant is able and willing to provide such services to the
City and has provided ongoing maintenance and support set vices for the Driving Training
Simulator since 2006.
C. In undertaking the performance of this Agreement, Consultant represents that it is
knowledgeable in its field and that any services performed by Consultant under this
Agreement will be performed in compliance with such standards as may reasonably be
expected from a professional consulting firm in the field.
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:
i. SCOPE OF SERVICES
Consultant shall perform during the tern of this Agreement, the tasks and obligations
including all labor, materials, tools, equipment, and incidental customary work required to fully
and adequately complete the services described and set forth in Quote #000432, identified as
Exhibit A, attached hereto and incorporated by reference.
2. COMPENSATION
a. City agrees to pay, and Consultant agrees to accept as total payment for its services for
City, the rates and charges identified in Exhibit A, The total amount to be expended
for this Agreement shall not exceed $21,681.56, 71rc sum of this amount includes a
contingency amount of $5,000 for work to be performed at the sole discretion of the
City.
b. Payment by City shall be made within 45 days (forty-five) days following receipt of
proper invoice evidencing work perfonmed, subject to City 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 City.
Page I of 8
1 TERM
This Agreement shall commence on February 1, 2018 and continue until January 31, 2021,
unless terminated earlier in accordance with Section 13, below.
4. INDEPENDENT CONTRACTOR
Consultant shall, during the entire term of this Agreement, be construed to be an
independent contractor and not an employee of the City. This Agreement is not intended nor shall
it be construed to create an employer-employee relationship, a joint venture relationship, or to
allow the City to exercise discretion or control over the professional manner in which Consultant
performs the services which are the subject matter of this Agreement; however, the services to be
provided by Consultant shall be provided in a manner consistent with all applicable standards and
regulations governing such services. Consultant 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.
5. INSURANCE
Prior to undertaking performance of work under this Agreement, Consultant shall maintain
and shall require its subcontractors, if any, to obtain and maintain insurance as described below:
a. Commercial General Liability Insurance. Consultant shall maintain commercial
general liability insurance naming the City, its officers, employees, agents,
volunteers and representatives as additional insured(s) and shall include, but not be
limited to protection against claims arising from bodily and personal injury,
including death resulting therefrom and damage to property, resulting from any act
or occurrence arising out of Consultant's operations in the performance of this
Agreement, including, without limitation, acts involving vehicles. The amounts of
insurance shall be not less than the following: single limit coverage applying to
bodily and personal injury, including death resulting therefrom, and property
damage, in the total amount of $1,000,000 per occurrence, with $2,000,000 in the
aggregate. Such insurance shall (a) name the City, its officers, employees, agents,
and representatives as additional insured(s); (b) be primary acrd not contributory
with respect to insurance or self-insurance programs maintained by the City; and
(c) contain standard separation of insureds provisions.
b. Businessautomobile liability insurance, or equivalent form, with a combined single
limit of not less than $1,000,000 per occurrence. Such insurance shall include
coverage for owned, hired acid non -owned automobiles.
a Worker's Compensation Insurance. In accordance with the provisions of Section
3700 of the Labor Code, Consultant, if Consultant has any employees, is required
to be insured against liability for worker's compensation or to undertake self-
insurance. Prior to commencing the performance of the work under this
Agreement, Consultant agrees to obtain and maintain any employer's liability
insurance with limits not less than $1,000,000 per accident.
d. If Consultant is or employs a licensed professional such as an architect or engineer:
Page 2 of a
-Professional liability (errors and omissions) insurance, with a combined single limit
of not less than $1,000,000 per claim with $2,000,000 in the aggregate.
e. The following requirements apply to the insurance to be provided by Consultant
pursuant to this section;
L Consultant shall maintain all insurance required above in full force and
effect for the entire period covered by this Agreement.
ii. Certificates of insurance shall be furnished to the City upon execution of
this Agreement and shall be approved by the City,
iii, Certificates and policies shall state that the policies shall not be canceled or
reduced in coverage or changed in any other material aspect without thirty
(30) days prior written notice to the City,
iv, Consultant shall supply City with a fully executed additional insured
endorsement,
f. If Consultant fails or refuses to produce or maintain the insurance required by this
section or fails or refuses to furnish the City with required proof that insurance has
been procured and is in force and paid for, the City shall have the right, at the City's
election, to forthwith terminate this Agreement. Such termination shall not affect
Consultant's right to be paid for its time and materials expended prior to notification
of tennination. Consultant waives the right to receive compensation and agrees to
indemnify the City for any work performed prior to approval of insurance by the
City.
6. INDEMNIFICATION
Consultant agrees to defend, and shall indemnify and hold harmless the City, its officers,
agents, employees, contractors, 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 death, and claims for property damage, which may arise from the
negligent operations of the Consultant, its subcontractors, agents, employees, or other persons
acting on its 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 terns of, or effects, arising from this Agreement, The Consultant
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 terns of, or effects arising from this Agreement. City may make all reasonable
decisions with respect to its representation in any legal proceeding. Notwithstanding the foregoing,
to the extent Consultant's services are subject to Civil Code Section 2782.8, the above indemnity
shall he limited, to the extent required by Civil Code Section 2782.8, to claims that arise out of,
pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant.
Page 3 of 8
7. RECORDS
Consultant shall keep records and invoices in connection with the work to be performed
under this Agreement. Consultant shall maintain complete and accurate records with respect to
the costs incurred under this Agreement and any services, expenditures, and disbursements
charged to the City for a minimum period of three (3) years, or for any longer period required by
law, from the date of final payment to Consultant under this Agreement, All such records and
invoices shall be clearly identifiable. Consultant shall allow a representative of the City to
examine, audit, and make transcripts or copies of such records and any other documents created
pursuant to this Agreement during regular business hours. Consultant shall allow inspection of all
work, data, documents, proceedings, and activities related to this Agreement for a period of three
(3) years from the date of final payment to Consultant under this Agreement,
8. CONFIDENTIALITY
If Consultant receives from the City information which due to the nature of such
infannation is reasonably understood to be confidential and/or proprietary, Consultant 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 inforniation 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 nondisclosure shall not apply to any
information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the
Consultant disclosed in a publicly available source; (c) is in rightful possession of the Consultant
without an obligation of confidentiality; (d) is required to be disclosed byoperation of law; or (e)
is independently developed by the Consultant without reference to information disclosed by the
City.
9. CONFLICT OF INTEREST CLAUSE
Consultant covenants that it presently has no interests aid shall not have interests, direct
or indirect, which would conflict in any manner with performance of services specified under this
Agreement.
10, DISCRIMINATION
Consultant shall not discriminate because of race, color, creed, religion, sex, marital status,
sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by
applicable law, in the recruitment, selection, training, utilization, promotion, termination or other
employment related activities. Consultant affirms that it is an equal opportunity employer and shall
comply with all applicable federal, state and local laws and regulations.
Page 4 of 8
11, EXCLUSIVITY AND AMENDMENT
This Agreement represents the complete and exclusive statement between the City and
Consultant, and supersedes any and all other agreements, oral or written, between the parties. In
the event of a conflict between the terns of this Agreement and any attachments hereto, the terms
of flus Agreement shall prevail. This Agreement may not be modified except by written instrument
signed by the City and by an authorized representative of Consultant. The parties agree that any
terms or conditions of any purchase order or other instrument that are inconsistent with, or in
addition to, the teens and conditions hereof, shall not bind or obligate Consultant or the City. 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 is not embodied herein.
12. ASSIGNMENT
Inasmuch as this Agreement is intended to secure the specialized services of Consultant,
Consultant may not assign, transfer, delegate, or subcontract any interest herein without the prior
written consent of the City and any such assignment, transfer, delegation or subcontract without
the City's prior written consent shall be considered null and void. Nothing in this Agreement shall
be construed to limit the City's ability to have any of the services which are the subject to this
Agreement performed by City personnel or by other consultants retained by City.
13. TERMINATION
This Agreement may be terminated by the City upon thirty (30) days written notice of
termination. In such event, Consultant shall be entitled to receive and the City shall pay Consultant
compensation for all services performed by Consultant prior to receipt of such notice of
termination, subject to the following conditions;
a. As a condition of such payment, the Executive Director may require Consultant to
deliver to the City all work product(s) completed as of such date, and in such case
such work product shall be the property of the City unless prohibited by law, and
Consultant consents to the City's use thereof for such purposes as the City deems
appropriate.
b. Payment need not be made for work which fails to meet the standard of
performance specified in the Recitals of this Agreement.
14. WAIVER
No waiver of breach, failure of any condition, or any right or remedy contained in or
granted by the provisions of this Agreement shall be effective unless it is in writing and signed by
the party waiving the breach, failure, right or remedy. No waiver of any breach, failure or right, or
remedy shall be deemed a waiver of any other breach, failure, right or remedy, whether or not
similar, nor shall any waiver constitute a continuing waiver unless the writing so specifies.
Page 5 of 8
IS. JURISDICTION - VENUE
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 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. PROFESSIONAL LICENSES
Consultant shall, throughout the tern of this Agreement, maintain all necessary licenses,
permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder
and required by the laws and regulations of the United States, the State of California, the City of
Santa Ana and all other governmental agencies. Consultant shall notify the City immediately and
in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and
exemptions. Said inability shall be cause for termination of this Agreement.
17. MISCELLANEOUS PROVISIONS
a. Each undersigned represents and warrants that its signature herein below 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.
18, NOTICE
Array 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 fax 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
Fax: 714- 647-6956
With courtesy copies to:
Chief of Police Sonia R. Carvalho
City of Santa Ana City Attorney
Page 6 0l' 8
N-2018-015
20 Civic Center Plaza (M-97)
P.O. Box 1988
Santa Ana, California 92702
Fax: 714-245-8007
To Consultant:
FRAC, Inc.
1229 Oak Valley Drive
Ann Arbor, MI 48108
Fax: 734-761-5368
City of Santa Ana
20 Civic Center Plaza (M-29)
P.O. Box 1988
Santa Ana, California 92702
Fax; 714- 647-6515
A patty may change its address by giving notice in writing to the other party. Thereafter,
any communication shall be addressed and transmitted to the new address. If sent by mail,
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 fax, 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.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first
above written.
A TESTr-
i
Maria D. Huizar
Clerk of the Council
APPROVED AS TO FORM:
SONIA R. CARVALHO
Ci Attorney
B:
Tamara Bogosian
Assistant City Attorney
RECQNM-ENDED-FOR-LAPP AL:
�J.
`DAMID-V-rrL TIN
Acting Chief of Police
CITY OF SANTA ANA
Raul Go inez II
City Manager --- µ
CONSULTANT:
a '
3y: Kathryn A.oder
Title: Contracts Manager
Tax ID# 38-2690218
Page 7 of 8
EXIIII3:IT A
SCOPE OF SERVICES and COMPENSATION
Exhibit A
Quum
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Bill To: Santa Ana Police Dopartmont
Cpl. Mike McCarthy
60 Civic Center Plaza,
Santa Ana, California, 92702
United States
Comments:
FAAC Reference: 000432
Ofher Reference:
Quote Date:
Expires:
Payment Torms:
2017-11-06
90 Days
NET 30
QUOTE Is for 36 months of BASIC Extended Warranty coverage for your FARC driving
lator system,
at cost for 36 months of Basic warranty for the Santa Ann PD system is $16,681.56 If listed on a
chase Order (PO) for 36 months and paid one year at a time. ($5,560,52) This is a 2% discount over
cost of purchasing the warranty in 12 month increments without a P0.
t per year without the discount is $5,674.
Period from 02.01-2018 to 01-31-2021,
*Taxes: (domestic)
a.) Prices quoted do not include local, state or federal taxes unless indicated otherwise.
b,) If this sale is subject to Use Tax, then you are liable,for the tax and should make payment direct to
your taxing authority, However, we may collect Sales Tax for the following States; CA, FL, I-II, KY,
MA, MI, MO, MS, NY, UT, WA, Wv,
c.) If appli6able, please include a copy of your Proof of Sales Tax Exemption Certificate or Direct Pay
Pormit with your Purchase Ordor or Payment,
you will be submitting a Purchase Order, please entail to Costo a 'are(a1faac cam,
:mit payment to FAAC Incorporatod, 1229 Oak Valley Drive, Ann Arbor MI 48108.
Pape 1 of 1
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BASIC
Extended Warranty Program- SAPD2 -
3
$5,560.52
$16,681.56
Snipping
$0.00
Total Doe
$1G,681,56
Pape 1 of 1
N
AC"R& CERTIFICATE OF LIABILITY INSURANCE
iI.�'
DATE IMMNDlYYYY)
r 4/27/2017
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS
CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR. ALTER THE COVERAGE AFFORDED BY THE POLICIES
BELOW, THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED
REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.
IMPORTANT: If the Certificate holder is on ADDITIONAL INSURED, the policy(ios) must be endorsed. If SUBROGATION IS WAIVED, subject to
the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the
certificate holder In lieu of such endorsement(s).
PRODUCER
Daly Merritt Insurance
y
5099 Biddle Avenue
Wyandotte MT 9.6192
__
CONTACT Cathy Stennis
PHONE (734)263-1400 FAX Nql Ip39)283-119'1.._._^_.
nnoae :Cathy. Stannis@dalymezritt.com
INSURERS AFFORDING COVERAGE
POLICY EFF'
IDD
IrvsuRER A:Hanov®;-America
36064
INSURED
-FRAC Inc.
1229 Oak Valley Drive
Ann Arbor MI 48108-9675
INSURER B AIImexica Financial Benefit
41840
INSURERC:The Hanover Ins. Co.
22292
..__..__......._... -,
INSURER D:
INSURER E
EACH OCCURRENCE $ 1,000,000
INSURERP:
COVERAGES CERTIFICATE NUMBER:CL1742713074 REVISION NUMBER:
THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD
INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS
CERTIFICATE. MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT 70 ALL THE TERMS,
EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
ILTR
TYPE OF INSURANCE
AD
��
POLICY NUMBER
POLICY EFF'
IDD
POLICY EXP
MMIDO YY
LIMITS
X'I
COMMERCI,4LGENERALLIABILITY
EACH OCCURRENCE $ 1,000,000
A
CLAIMS -MADE 1X.]OCCUR
PREMISES Ea currency $ 1,000,000
EP
MED EXP (Any one person) 8 10,000
228-D238395-00
5/1/2017
5/1./2018
PERSONAL&ADV INJURY $ 1,000,000
AGGREGATE UMI f APPLIES PER
GENERAL AGGREGATE $ 2,000,000
GENT
POLII:Y Lxl JEC El LOU
PHUDUCIe-OUMN/UP AGG $ 2,000,000
Employee GsneBL $ 1, 000, DO
OTHER:
AUTOMOBILE
LIABILITY
I
COMBINED SINGLE LIMIT $ 1, 000, Deo
Be accidenh
BODILY INd.1RY(Pon Prss,) $ 1,000,000
B
X
ANY AUTO
ALLOWNED SCHEDULED
AUTOS AUTOS
AWD-0239115-00
5/1/2017
5/1/2018
BODILY INUURY(Per -aellmno $
X
NON OW IN
HIRED AUTOS X AUTOS
PROPERTY DAMAGE
Pse auIIN $
PTMQIY Hamas Fl back $
X
UMBRELLA LIAR
X
OCCUR
EACH OCCURRENCE $ 8,000,000
AGGREGATE $ 81000,000
C
EXCESS LIAR
GIAIMS-MADE
DEO 1
11 RETENTION.
$
❑IBB -0238395^00
5/1/2017
5/1/2018
C
WORKERS COMPENSATIONPER
AND EMPLOYERS' LIABILITY YIN
ANY PROPRIETORIPARTNERIEXECUnVE ❑
OFFICERIMEMBER EXCLUDED? N
(Mandatory in NH)
If yes dascrihaunder
NIA
WBB-D217136-00
5/1/2017
.5/1/2018
OTH
_X__STAlOTC-,_,
EL. EACH ACCIDENT $ 500,000
F. L, DISEASE- EA EMPICYE .$ 500,000
EL DISEASE -POLMY LIMIT $ 500.000
DESCRIPTION OF OPERATIONS bsov,
C
Professional, Liability
LRB -1323839'1-00
5/1/2017
-'8/1/2018
Unp 1,000,000
DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES IACORD 101, Additme.1 Remarks Schedule, may be etlachod if more space le. required)
The certificate holder is listed as additional insured with respects to the General Liability as required
by written contract, 0°�{1�
0
City of Santa
Attn: Police
P.O. Box 1981
Santa Ana, CA
ACORD 25 {2014109)
INS025190Lim1
psemelsberger@santa-ana.or
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
Ana THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN
Dept ACCORDANCE, WITH THE POLICY PROVISIONS,
92701 I AUTHORIZED
O'Malley/STANNI
The ACORD name and logo are registered marks of ACORD
Additional Named Insureds
Other Named Insureds
;Axotcch Corporation as it relates to FaAC
Milo Range Training Spetems, A Division of FRAC
Realtime Technologies, Inc.
0 a/7
OFAPPINF (0212007) COPYRIGHT 261)7, AMS SERVICES INC