HomeMy WebLinkAbout24C405 - Brindlee Mountain Fire Apparatus, LLC
4.13.2023
COOPERATIVE PURCHASE OF EMERGENCY VEHICLE SERVICES
AGREEMENT NO. 24C405
This Cooperative Purchase of Emergency Vehicle Services Agreement (“Agreement”) is
entered into by and between the City of Palm Springs, a California charter city and
municipal corporation (“City”) and Brindlee Mountain Fire Apparatus, LLC, a Delaware
limited liability company with its principal place of business at 15410 US-231 Union Grove,
AL 35175 (“Contractor”). City and Contractor are sometimes individually referred to as
“Party” or collectively as “Parties” in this Agreement.
1. Background.
a. This Agreement is made and entered into in reference to the competitively
solicited Sourcewell Contract No. 120921-BLE (“Cooperative Agreement”).
b. The City desires to purchase emergency services vehicles solutions attached
hereto as Attachment “A”, the content of which is incorporated by reference to
this Agreement as if fully set out her in its entirety.
c. Contractor desires to perform said services on the terms and conditions set
forth in this Agreement.
2. Term. The term of this Agreement is 2 years beginning on the date provided in the
Notice to Proceed for the City’s Public Works Department. The parties may mutually
extend the term of this Agreement for up to 2 additional 1-year periods (“Option
Period(s)”), provided, the parties do so in writing prior to the expiration of the original
term of the then-current Option Period.
3. Compensation and Payment. This Agreement is for an amount not to exceed
$925,000, subject to approved amendments and changes. All pricing must be in
accordance with the attached Quote, as shown as Attachment “B”, the content of
which is incorporated by reference into this Agreement as if fully set out here in its
entirety.
4. Appropriations. This Agreement is subject to, and contingent upon, funds being
appropriated by the City Council of City for each fiscal year. If such appropriations are
not made, this Agreement shall automatically terminate without penalty to City.
5. Insurance. Contractor shall procure and maintain, at its sole cost and expense,
policies of insurance as set forth in the attached Attachment "C", incorporated herein
by reference. If no insurance is required Attachment “C” will reflect that there are no
requirements.
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6. Indemnification. To the fullest extent permitted by law, Contractor shall defend (at
Contractor’s sole cost and expense), indemnify, protect, and hold harmless City, its
elected officials, officers, employees, agents, and volunteers (collectively the
“Indemnified Parties”), from and against any and all liabilities, actions, suits, claims,
demands, losses, costs, judgments, arbitration awards, settlements, damages,
demands, orders, penalties, and expenses including legal costs and attorney fees
(collectively “Claims”), including but not limited to Claims arising from injuries to or
death of persons (Contractor’s employees included), for damage to property, including
property owned by City, for any violation of any federal, state, or local law or ordinance
or in any manner arising out of, pertaining to, or incident to any acts, errors or
omissions, or willful misconduct committed by Contractor, its officers, employees,
representatives, and agents, that arise out of or relate to Contractor’s performance of
Services or this Agreement. This indemnification clause excludes Claims arising from
the sole negligence or willful misconduct of the Indemnified Parties. Under no
circumstances shall the insurance requirements and limits set forth in this Agreement
be construed to limit Contractor’s indemnification obligation or other liability under this
Agreement. Contractor’s indemnification obligation shall survive the expiration or
earlier termination of this Agreement until all actions against the Indemnified Parties
for such matters indemnified are fully and finally barred by the applicable statute of
limitations or, if an action is timely filed, until such action is final.
7. Notice. Any notice required under this Agreement must be given by fax, hand delivery,
or certified mail, postage prepaid, and is deemed received on the day faxed, or hand
delivered or on the third day after postmark if sent by certified mail. Notice must be
sent as follows:
IF TO THE CITY: IF TO THE CONTRACTOR:
City of Palm Springs Firetrucks Unlimited LLC
Attn: Daniel Martinez Attn: Stuart Reyburn
Title: Assistant Director of Maintenance and Facilities Title: Sales Executive
Address: 425 N Civic Drive Address: 1175 Center Point Dr.
Palm Springs, CA 92262 Henderson, NV 89074
Phone: (760) 322-8348 Phone: (702) 832-0255
8. Compliance with Law. Contractor shall comply with all applicable federal, state, and
local laws, statutes and ordinances and all lawful orders, rules, and regulations when
performing the Services. Contractor shall be liable for all violations of such laws and
regulations in connection with this Agreement.
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9. Changes. In the event any change or changes in the work is requested by City, Parties
shall execute a written amendment to this Agreement, specifying all proposed
amendments, including, but not limited to, any additional fees. An amendment may
be entered into:
A. To provide for revisions or modifications to documents, work product, or Work,
when required by the enactment or revision of any subsequent law; or
B. To provide for additional work not included in this Agreement or not customarily
furnished in accordance with generally accepted practice in Contractor’s
profession.
10. Termination Prior to Expiration of Term. City may terminate this Agreement at any
time, with or without cause, upon thirty (30) days written notice to Contractor. Where
termination is due to the fault of Contractor and constitutes an immediate danger to
health, safety, and general welfare, the period of notice shall be such shorter time as
may be determined by the City. Upon receipt of the notice of termination, Contractor
shall immediately cease all Services except such as may be specifically approved by
the Contract Officer. Contractor shall be entitled to compensation for all Services
rendered prior to receipt of the notice of termination and for any Services authorized
by the Contract Officer after such notice. City shall not be liable for any costs other
than the charges or portions thereof which are specified herein. Contractor shall not
be entitled to payment for unperformed Services and shall not be entitled to damages
or compensation for termination of Work. If the termination is for cause, the City shall
have the right to take whatever steps it deems necessary to correct Contractor's
deficiencies and charge the cost thereof to Contractor, who shall be liable for the full
cost of the City's corrective action. Contractor may not terminate this Agreement
except for cause, upon 30 days written notice to City.
11. Covenant Against Discrimination. In connection with its performance under this
Agreement, Contractor shall not discriminate against any employee or applicant for
employment because of actual or perceived race, religion, color, sex, age, marital
status, ancestry, national origin (i.e., place of origin, immigration status, cultural or
linguistic characteristics, or ethnicity), sexual orientation, gender identity, gender
expression, physical or mental disability, or medical condition (each a “prohibited
basis”). Contractor shall ensure that applicants are employed, and that employees are
treated during their employment, without regard to any prohibited basis. As a condition
precedent to City’s lawful capacity to enter this Agreement, and in executing this
Agreement, Contractor certifies that its actions and omissions hereunder shall not
incorporate any discrimination arising from or related to any prohibited basis in any
Contractor activity, including but not limited to the following: employment, upgrading,
demotion or transfer; recruitment or recruitment advertising; layoff or termination; rates
of pay or other forms of compensation; and selection for training, including
apprenticeship; and further, that Contractor is in full compliance with the provisions of
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Palm Springs Municipal Code Section 7.09.040, including without limitation the
provision of benefits, relating to non-discrimination in city contracting.
12. Compliance with Economic Sanctions in Response to Russia's Actions in
Ukraine. When funding for the services is provided, in whole or in part, by an agency
controlled of the State of California, Consultant shall fully and adequately comply with
California Executive Order N-6-22 (“Russian Sanctions Program”). As part of this
compliance process, Consultant shall also certify compliance with the Russian
Sanctions Program by completing the form located in Attachment “D” (Russian
Sanctions Certification), attached hereto and incorporated herein by reference.
Consultant shall also require any subconsultants to comply with the Russian Sanctions
Program and certify compliance pursuant to this Section.
13. Entire Agreement. This Agreement, along with the Cooperative Agreement
constitutes the entire agreement between the parties concerning the subject matter of
this Agreement and supersedes all prior negotiations, arrangements, agreements and
understandings, either oral or written between the parties. In the event of conflict or
inconsistency between this Agreement and the Cooperative Agreement, this terms
and conditions in this Agreement shall prevail.
[Signature Page Follows]
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SIGNATURE PAGE TO COOPERATIVE PURCHASE OF EMERGENCY VEHICLE
SERVICES AGREEMENT
BETWEEN THE CITY OF PALM SPRINGS
AND BRINDLEE MOUNTAIN FIRE APPARATUS, LLC
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the dates stated below.
CONTRACTOR:
By: _____________________________ By: _____________________________
Signature Signature
(2nd signature required for Corporation)
Date: ___________________________
CITY OF PALM SPRINGS:
APPROVED BY CITY COUNCIL:
Date: ___________________________
Date: 01/23/2025 Item No. ___1Q___
APPROVED AS TO FORM:
ATTEST:
By: _____________________________ By: _____________________________
City Attorney
APPROVED:
City Clerk
By: _____________________________
Department Director
Date: ____________________________
By: _____________________________ Date: ____________________________
City Manager – over $50,000
Deputy/Assistant City Manager – up to $50,000
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Director – up to $25,000
Manager – up to $5,000
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ATTACHMENT A
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SCOPE OF WORK
Contractor shall provide the following services in accordance with Sourcewell Cooperative
Agreement No. 120921-BLE, including:
- Used Apparatus Purchases
- Apparatus Rental/Lease
- Buy-Back Program
- Refurbishment
- Collision Repair
- Ambulance and Fire Apparatus Remounts
- Pump Test
- U.S.D.O.T Inspection
- Used Apparatus Sales
Contractor shall provide the above services to City for a contract amount not to exceed $925,000,
in accordance with Attachment B Quote/Pricing.
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ATTACHMENT B
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QUOTE / PRICING
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ATTACHMENT C
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INSURANCE REQUIREMENTS
1. Procurement and Maintenance of Insurance. Contractor shall procure and
maintain public liability and property damage insurance against all claims for injuries against
persons or damages to property resulting from Contractor’s performance under this Agreement.
Contractor shall procure and maintain all insurance at its sole cost and expense, in a form and
content satisfactory to the City, and submit concurrently with its execution of this Agreement.
Contractor shall also carry workers’ compensation insurance in accordance with California
workers’ compensation laws. Such insurance shall be kept in full force and effect during the term
of this Agreement, including any extensions. Such insurance shall not be cancelable without thirty
(30) days advance written notice to City of any proposed cancellation. Certificates of insurance
evidencing the foregoing and designating the City, its elected officials, officers, employees,
agents, and volunteers as additional named insureds by original endorsement shall be delivered
to and approved by City prior to commencement of services. The procuring of such insurance
and the delivery of policies, certificates, and endorsements evidencing the same shall not be
construed as a limitation of Contractor’s obligation to indemnify City, its elected officials, officers,
agents, employees, and volunteers.
2. Minimum Scope of Insurance. The minimum amount of insurance required
under this Agreement shall be as follows:
1. Comprehensive general liability and personal injury with
limits of at least
one million dollars ($1,000,000.00) combined single limit coverage per occurrence and two million
dollars ($2,000,000) general aggregate;
2. Automobile liability insurance with limits of at least one
million dollars ($1,000,000.00) per occurrence;
3. Professional liability (errors and omissions) insurance with
limits of at least
one million dollars ($1,000,000.00) per occurrence and two million dollars ($2,000,000) annual
aggregate is:
_________ required
____x_____ is not required;
4. Workers’ Compensation insurance in the statutory amount
as required by
the State of California and Employer’s Liability Insurance with limits of at least one million dollars
$1 million per occurrence. If Contractor has no employees, Contractor shall complete the City’s
Request for Waiver of Workers’ Compensation Insurance Requirement form.
3. Primary Insurance. For any claims related to this Agreement, Contractor’s
insurance coverage shall be primary with respect to the City and its respective elected officials,
officers, employees, agents, and volunteers. Any insurance or self-insurance maintained by City
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ATTACHMENT D
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and its respective elected officials, officers, employees, agents, and volunteers shall be in excess
of Contractor’s insurance and shall not contribute with it. For Workers’ Compensation and
Employer’s Liability Insurance only, the insurer shall waive all rights of subrogation and
contribution it may have against City, its elected officials, officers, employees, agents, and
volunteers.
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4. Errors and Omissions Coverage. If Errors & Omissions Insurance is required,
and if Contractor provides claims made professional liability insurance, Contractor shall also agree
in writing either (1) to purchase tail insurance in the amount required by this Agreement to cover
claims made within three years of the completion of Contractor’s services under this Agreement,
or (2) to maintain professional liability insurance coverage with the same carrier in the amount
required by this Agreement for at least three years after completion of Contractor’s services under
this Agreement. Contractor shall also be required to provide evidence to City of the purchase of
the required tail insurance or continuation of the professional liability policy.
5. Sufficiency of Insurers. Insurance required in this Agreement shall be provided
by authorized insurers in good standing with the State of California. Coverage shall be provided
by insurers admitted in the State of California with an A.M. Best’s Key Rating of B++, Class VII,
or better, unless otherwise acceptable to the City.
6. Verification of Coverage. Contractor shall furnish City with both certificates of
insurance and endorsements, including additional insured endorsements, affecting all of the
coverages required by this Agreement. The certificates and endorsements are to be signed by a
person authorized by that insurer to bind coverage on its behalf. All proof of insurance is to be
received and approved by the City before work commences. City reserves the right to require
Contractor’s insurers to provide complete, certified copies of all required insurance policies at any
time. Additional insured endorsements are not required for Errors and Omissions and Workers’
Compensation policies.
Verification of Insurance coverage may be provided by: (1) an approved General and/or
Auto Liability Endorsement Form for the City of Palm Springs or (2) an acceptable Certificate of
Liability Insurance Coverage with an approved Additional Insured Endorsement with the following
endorsements stated on the certificate:
A. "The City of Palm Springs, its officials, employees, and agents are named as an
additional insured…” ("as respects City of Palm Springs Contract No.___" or "for any and all work
performed with the City" may be included in this statement).
B. "This insurance is primary and non-contributory over any insurance or
selfinsurance the City may have..." ("as respects City of Palm Springs Contract No.___" or "for
any and all work performed with the City" may be included in this statement).
C. "Should any of the above-described policies be canceled before the expiration date
thereof, the issuing company will mail 30 days written notice to the Certificate Holder named."
Language such as, “endeavor to” mail and "but failure to mail such notice shall impose no
obligation or liability of any kind upon the company, its agents or representative" is not acceptable
and must be crossed out.
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D. Both the Workers’ Compensation and Employers' Liability policies shall contain the
insurer's waiver of subrogation in favor of City, its elected officials, officers, employees, agents,
and volunteers.
In addition to the endorsements listed above, the City of Palm Springs shall be named the
certificate holder on the policies.
All certificates of insurance and endorsements are to be received and approved by the City before
work commences. All certificates of insurance must be authorized by a person with authority to
bind coverage, whether that is the authorized agent/broker or insurance underwriter. Failure to
obtain the required documents prior to the commencement of work shall not waive the
Contractor’s obligation to provide them.
7. Deductibles and Self-Insured Retentions. Any deductibles or self-insured retentions
must be declared to and approved by the City prior to commencing any work or services under
this Agreement. At the option of the City, either (1) the insurer shall reduce or eliminate such
deductibles or self-insured retentions with respect to the City, its elected officials, officers,
employees, agents, and volunteers; or (2) Contractor shall procure a bond guaranteeing payment
of losses and related investigations, claim administration, and defense expenses. Certificates of
Insurance must include evidence of the amount of any deductible or self-insured retention under
the policy. Contractor guarantees payment of all deductibles and self-insured retentions.
8. Severability of Interests (Separation of Insureds). This insurance applies separately
to each insured against whom claim is made or suit is brought except with respect to the limits of
the insurer’s liability.
ATTACHMENT D
EXECUTIVE ORDER N-6-22 CERTIFICATION
Executive Order N-6-22 issued by Governor Gavin Newsom on March 4, 2022, directs all
agencies and departments that are subject to the Governor’s authority to (a) terminate any
contracts with any individuals or entities that are determined to be a target of economic sanctions
against Russia and Russian entities and individuals; and (b) refrain from entering into any new
contracts with such individuals or entities while the aforementioned sanctions are in effect.
Executive Order N-6-22 also requires that any contractor that: (1) currently has a contract with the
City of Palm Springs funded through grant funds provided by the State of California; and/or (2)
submits a bid or proposal or otherwise proposes to or enter into or renew a contract with the City
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of Palm Springs with State of California grant funds, certify that the person is not the target of any
economic sanctions against Russia and Russian entities and individuals.
The contractor hereby certifies, SUBJECT TO PENALTY FOR PERJURY, that a) the contractor is
not a target of any economic sanctions against Russian and Russian entities and individuals as
discussed in Executive Order N-6-22 and b) the person signing below is duly authorized to legally
bind the Contractor. This certification is made under the laws of the State of California.
Signature:
Printed Name:
Title:
Firm Name:
Date:
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Stuart Reyburn
sales representative
Firetrucks Unlimited LLC
1/30/2025