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HomeMy WebLinkAboutTRANS-WESTERN SALES - 2005-08-15 s y\ Contracts Submittal to 1 City Clerks Office Hunt Beach- To: City Clerk 1. Name of Contractor: Trans-Western Sales 2. Purpose of Contract: For Example:Audit Services or Water Quality Testing Huntington Lake—Huntington Central Park Destruction of Old Ammunition 3. Amount of Contract: zero ($0) Copy of contract distributed to: The ORIGINAL insurance certificate/waiver sent to Risk - Management Initiating Dept. - City Treasurer_ ORIGINAL bonds sent to Treasurer — `V CITY CLERK'S OFFICE USE ONLY: NanfelExtensioif City Attomey's Office Date: 5131105 g:/AttymiscAorms/city clerk contract transmitta I.doc SERVICES CONTRACT BETWEEN THE CITY OF HUNTINGTON BEACH AND TRANS-WESTERN SALES FOR THE DESTRUCTION OF OLD AMMUNITION THIS AGREEMENT ("Agreement") is made and entered into by and between the City of Huntington Beach, a municipal corporation of the State of California, hereinafter referred to as "CITY, and TRANS-WESTERN SALES, hereinafter referred to as "COMPANY." WHEREAS, CITY desires to dispose of old ammunition accumulated throughout the years; and COMPANY has offered to pick up CITY's old ammunition from the Huntington Beach Police Department Property Room and transport it to the State of Nevada for destruction, NOW, THEREFORE, it is agreed by CITY and CONSULTANT as follows: 1. CITY STAFF ASSISTANCE If necessary, CITY shall assign a staff coordinator to work directly with COMPANY in the performance of this Agreement. 2. COMPENSATION COMPANY has agreed to provide the services described in this Agreement free of charge to CITY'S Police Department. CITY will pay no compensation to COMPANY for said services. . 3. HOLD HARMLESS COMPANY hereby agrees to protect, defend, indemnify and hold harmless CITY, its officers, elected or appointed officials, employees, agents and volunteers from and against any and all claims, damages, losses, expenses, judgments, demands and defense costs (including, without limitation, costs and fees of litigation of every nature or liability of any kind 05agree/trans-western sales 1 or nature) arising out of or in connection with COMPANY's (or COMPANY's subcontractors, if any) negligent performance of this Agreement or its failure to comply with any of its obligations contained in this Agreement by COMPANY, its officers, agents or employees except such loss or damage which was caused by the sole negligence or willful misconduct of CITY. COMPANY will conduct all defense at its sole cost and expense. This indemnity shall apply to all claims and liability regardless of whether any insurance policies are applicable. The policy limits do not act as limitation upon the amount of indemnification to be provided by COMPANY. 4. WORKERS' COMPENSATION INSURANCE Pursuant to California Labor Code section 1861, COMPANY acknowledges awareness of section 3700 et seq. of said Code, which requires every employer to be insured against liability for workers' compensation; COMPANY covenants that it will comply with such provisions prior to commencing performance of the work hereunder. COMPANY shall maintain workers' compensation insurance in an amount of not less than One Hundred Thousand Dollars ($100,000) bodily injury by accident, each occurrence, One Hundred Thousand Dollars ($100,000)bodily injury by disease, each employee, Two Hundred Fifty Thousand Dollars ($250,000)bodily injury by disease, policy limit. COMPANY shall require all subcontractors to provide such workers' compensation insurance for all of the subcontractors' employees. COMPANY shall furnish to CITY a certificate of waiver of subrogation under the terms of the workers' compensation insurance and COMPANY shall similarly require all subcontractors to waive subrogation. 05agree/trans-westem sales 2 5. INSURANCE In addition to the workers' compensation insurance and COMPANY's covenant to indemnify CITY, COMPANY shall obtain and furnish to CITY, a policy of general public liability insurance, including motor vehicle coverage covering the PROJECT. Said policy shall indemnify COMPANY, its officers, agents and employees, while acting within the scope of their duties, against any and all claims of arising out of or in connection with the PROJECT, and shall provide coverage in not less than the following amount: combined single limit bodily injury and property damage, including products/completed operations liability and blanket contractual liability, of$1,000,000 per occurrence. If coverage is provided under a form which includes a designated general aggregate limit, the aggregate limit must be no less than$1,000,000. Said policy shall name CITY, its officers, and employees as Additional Insureds, and shall specifically provide that any other insurance coverage which may be applicable to the PROJECT shall be deemed excess coverage and that COMPANY's insurance shall be primary. Under no circumstances shall said above-mentioned insurance contain a self-insured retention, or a"deductible" or any other similar form of limitation on the required coverage. G. CERTIFICATE OF INSURANCE Prior to commencing performance of the work hereunder, COMPANY shall furnish to CITY a certificate of insurance subject to approval of the City Attorney evidencing the foregoing insurance coverage as required by this Agreement; the certificate shall: A. provide the name and policy number of each carrier and policy; B. state that the policy is currently in force; and C. promise that such policy shall not be suspended, voided or canceled by either party, reduced in coverage or in limits except after thirty (30) days' 05agree trans-western sales 3 prior written notice; however, ten (10) days' prior written notice in the event of cancellation for nonpayment of premium. COMPANY shall maintain the foregoing insurance coverage in force until the work under this Agreement is fully completed and accepted by CITY. The requirement for carrying the foregoing insurance coverage shall not derogate from COMPANY's defense, hold harmless and indemnification obligations as set forth in this Agreement. CITY or its representative shall at all times have the right to demand the original or a copy of the policy of insurance. COMPANY shall pay, in a prompt and timely manner, the premiums on the insurance hereinabove required. 7. INDEPENDENT CONTRACTOR COMPANY is, and shall be, acting at all times in the performance of this Agreement as an independent contractor herein and not as an employee of CITY. COMPANY shall secure at its own cost and expense, and be responsible for any and all payment of all taxes, social security, state disability insurance compensation, unemployment compensation and other payroll deductions for COMPANY and its officers, agents and employees and all business licenses, if any, in connection with the PROJECT and/or the services to be performed hereunder. 8. TERMINATION OF AGREEMENT All work required hereunder shall be performed in a good and workmanlike manner. CITY may terminate COMPANY's services hereunder at any time with or without cause, and whether or not the PROJECT is fully complete. Any termination of this Agreement by CITY shall be made in writing, notice of which shall be delivered to COMPANY as provided herein. In the event of termination, all finished and unfinished documents, exhibits, report, and 05agree/trans-western sales 4 evidence shall, at the option of CITY, become its property and shall be promptly delivered to it by COMPANY. 9. ASSIGNMENT AND DELEGATION This Agreement is a personal service contract and the work hereunder shall not be assigned, delegated or subcontracted by COMPANY to any other person or entity without the prior express written consent of CITY. If an assignment, delegation or subcontract is approved, all approved assignees, delegates and subcontractors must satisfy the insurance requirements as set forth in Sections 9 and 10 hereinabove. 10. NOTICES Any notices, certificates, or other communications hereunder shall be given either by personal delivery to COMPANY's agent (as designated in Section 1 hereinabove) or to CITY as the situation shall warrant, or by enclosing the same in a sealed envelope, postage prepaid, and depositing the same in the United States Postal Service, to the addresses specified below. CITY and COMPANY may designate different addresses to which subsequent notices, certificates or other communications will be sent by notifying the other party via personal delivery, a reputable overnight carrier or U. S. certified mail-return receipt requested: TO CITY: TO COMPANY: City of Huntington Beach Trans Western Sales ATTN: Chief of Police 21281 Tupelo 2000 Main Street Lake Forest, CA 92630 Huntington Beach, CA 92648 11. CONSENT When CITY's consent/approval is required under this Agreement, its consent/approval for one transaction or event shall not be deemed to be a consent/approval to any subsequent occurrence of the same or any other transaction or event. 05agree/trans-western sales 5 12. MODIFICATION No waiver or modification of any language in this Agreement shall be valid unless in writing and duly executed by both parties. 13. INTERPRETATION OF THIS AGREEMENT The language of all parts of this Agreement shall in all cases be construed as a whole, according to its fair meaning, and not strictly for or against any of the parties. If any provision of this Agreement is held by an arbitrator or court of competent jurisdiction to be unenforceable, void, illegal or invalid, such holding shall not invalidate or affect the remaining covenants and provisions of this Agreement. No covenant or provision shall be deemed dependent upon any other unless so expressly provided here. As used in this Agreement, the masculine or neuter gender and singular or plural number shall be deemed to include the other whenever the context so indicates or requires. Nothing contained herein shall be construed so as to require the commission of any act contrary to law, and wherever there is any conflict between any provision contained herein and any present or future statute, law, ordinance or regulation contrary to which the parties have no right to contract, then the latter shall prevail, and the provision of this Agreement which is hereby affected shall be curtailed and limited only to the extent necessary to bring it within the requirements of the law. 14. IMMIGRATION COMPANY shall be responsible for full compliance with the immigration and naturalization laws of the United States and shall, in particular, comply with the provisions of the United States Cade regarding employment verification. 05agree/trans-western sales 6 15. LEGAL SERVICES SUBCONTRACTING PROHIBITED COMPANY and CITY agree that CITY is not liable for payment of any subcontractor work involving legal services, and that such legal services are expressly outside the scope of services contemplated hereunder. COMPANY understands that pursuant to Huntington Beach City Charter Section 309, the City Attorney is the exclusive legal counsel for CITY; and CITY shall not be liable for payment of any legal services expenses incurred by COMPANY. 16. GOVERNING LAW This Agreement shall be governed and construed in accordance with the laws of the State of California. 17. ENTIRETY The parties acknowledge and agree that they are entering into this Agreement freely and voluntarily following extensive arm's length negotiation, and that each has had the opportunity to consult with legal counsel prior to executing this Agreement. The parties also acknowledge and agree that no representations, inducements, promises, agreements or warranties, oral or otherwise, have been made by that party or anyone acting on that party's behalf, which are not embodied in this Agreement, and that that party has not executed this Agreement in reliance on any representation, inducement, promise, agreement, warranty, fact or circumstance not expressly set forth in this Agreement. This Agreement, and the attached exhibits, contain the entire agreement between the parties respecting the subject matter of this Agreement, and supersede all prior understandings and agreements whether oral or in writing between the parties respecting the subject matter hereof. 05agreehrans-western sales 7 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by and through their authorized officers on M+-%e v1/0 , 204f. TRANS WESTERN SALES, CITY OF HUNTINGTON BEACH, a municipal corporation of the State of California By: print name Chief of Police (Pursuant To HBMC§3.03.100) ffOVED AS TO FORM: City Atto e `►fib/o� 05agree/trans-western sales 8 s it INSURANCE AND INDEMNIFICATION WAIVER MODIFICATION REQUEST 1. Requested by: Sergeant C. Filicicchia MAY 0 5 2005 2. Date: April 22, 2005 -31ty""lunmgt0n 69aci- City Attcmev's offs, 3. Name of contractor/permiffee: Trans Western Sales 4. Description of work to be performed: Removal and destruction of old ammunition. 5. Value and length of contract: As needed. 6. Waiver/modification request: Insurance Waiver 7. Reason for request and why it should be granted: Trans Western Sales has offered to dispose of old and unusuable ammunition 'free of charge` to the police department. Failure to take advantage of this service would mean that the police department would need to Pay another service to remove and destroy the ammunition which can be ve costly. 8. Identify the risks to the City in approving this waiver/modification: Potential risks to service providers and others during pickup, transportation and disposal of o_ld. and sometimes unstable ammunition. Department Head Signature Date: APPROVALS Approvals must be obtained in the order listed on this form. Two approvals are required for a request to be granted. Approval from the City Administrators Office is only required if Risk Management and the City Attorney's Office disagree. 1. Ri Management Approved ❑ Denied U Signature Date 2. City Attorney's Office M(7 pppoved ❑ De d J � Signature Date 3. City Administrator's Office ❑ Approved ❑ Denied Signature Date If approved, the completed waiver/modification request is to be submitted to the City Attorney's Office along with the contract for approval. Once the contract has been approved, this form is to be filed with the Risk Management Division of Administrative Services Insurance Waiver 4/22/20051:35 PM k INSURANCE AND INDEMNIFICATION WAIVER HMODIFICATION REQUEST 1. Requested by: Sergeant Filicicch_ia MAY 1 g 2005 2. Date: May 17, 2005 '�it"Afto mg 3. Name of contractorlpermittee: Trans Western Sales 4. Description of work to be performed: Removal and destruction of old ammunition 5. Value and length of contract: As needed 6. Waiver/modification request: Delete portion of paragraph 3 of pending contract. 7. Reason for request and why it should be granted: Trans Western Sales has offered this service to the olice de artment free of charge. The owner Roc Green will not sicn the contract in it's present form due to verba a in paragraph 3 stating, "Cily shall approve selection of company's counsel." & Identify the risks to the City in approving this waiver/modification: City Attorney has been consulted and believes there would be minimal exposure to litigation under this contract. Change would only result in the city having no control of company's chosen counsel. Department Head Signature Date: APPROVALS Approvals must be obtained in the order listed on this form. Two approvals are required for a request to be granted. Approval from the City Administrator's Office is only required if Risk Management a d t e City Attorney's Office disagree. 1. Risk Management Approved ❑ Denied Signature Date 2. City Attorney's Office pproved ❑ Denied `"/`� Signature Date 3. City Administrator's Office ❑ Approved ❑ Denied Signature Date If approved, the completed waiver/modification request is to be submitted to the City Attorney's Office along with the contract for approval. Once the contract has been.approved, this form is to be filed with the Risk Management Division of Administrative Services Qocumenti 5117/20051:55 PM