HomeMy WebLinkAbout04291 - MARITIME TRUST FTZ SOLUTIONS FOREIGN TRADE City of Palm Springs
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C�41FOV- V MEMORANDUM
Date:
To: r�C,),U ';DEV — e
From: City Clerk
AGREEMENT# 7��P M I S M ✓��'
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• Maritime Trust/FTZ Solutions
Foreign Trade Zone Consulting
AGREEMENT #4291
Signed by CM 11-5-00
CITY OF PALM SPRINGS
CONTRACT SERVICES AGREEMENT FOR
1
FOREIGN TRADE ZONE CONSULTING SERVICES
THIS CONTRACT SERVICES AGREEMENT (herein "Agreement") is made and entered
into this5 ay of f� mime-2000, by and between the CITY OF PALM SPRINGS, a municipal
corporation (herein "City") and Chris Koelfgen, Maritime Trust/FTZ Solutions (herein
"Contractor"). (The term Contractor includes professionals performing in a consulting capacity).
NOW, THEREFORE, the parties hereto agree as follows:
1.0 SERVICES OF CONTRACTOR
1.1 Scope of Services. In compliance with all of the terms and conditions of
this Agreement, the Contractor shall perform the work or services set forth in the "Scope of
Services" attached hereto as Exhibit "A" and incorporated herein by reference. Contractor
warrants that all work and services set forth in the Scope of Services will be performed in a
competent, professional and satisfactory manner.
1.2 Compliance With Law. All work and services rendered hereunder shall
be provided in accordance with all ordinances, resolutions, statutes, rules, and regulations of
the City and any Federal, State or local governmental agency of competent jurisdiction.
1.3 Licenses, Permits. Fees and Assessments. Contractor shall obtain at its
sole cost and expense such licenses, permits and approvals as may be required by law for the
performance of the services required by this Agreement.
2.0 COMPENSATION
2.1 Contract Sum. For the services rendered pursuant to this Agreement,
Contractor shall be compensated in accordance with the "Schedule of Compensation" attached
hereto as Exhibit "B" and incorporated herein by this reference, but not exceeding the maximum
contract amount of four thousand nine hundred ninety-nine dollars and ninety-nine cents
("$4,999.99").
2.2 Method of Payment. Provided that Contractor is not in default under the
terms of this Agreement, Contractor shall be paid as outlined in Exhibit "B," Schedule of
Compensation.
3.0 COORDINATION OF WORK
3.1 Representative of Contractor. is hereby designated as being the principal
and representative of Contractor authorized to act in its behalf with respect to the work and
services specified herein and make all decisions in connection therewith.
3.2 Contract Officer. Barry Griffith Assistant Director of Aviation is hereby
designated as being the representative the City authorized to act in its behalf with respect to the
work and services specified herein and make all decisions in connection therewith ("Contract
PS2/196099999-500012160694 2 6/14/96
Revised 09/01/98
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I
Officer"). The City Manager of City shall have the right to designate another Contract Officer by
providing written notice to Contractor.
3.3 Prohibition Against Subcontracting or Assignment. Contractor shall not
contract with any entity to perform in whole or in part the work or services required hereunder
without the express written approval of the City. Neither this Agreement nor any interest herein
may be assigned or transferred, voluntarily or by operation of law, without the prior written
approval of City. Any such prohibited assignment or transfer shall be void.
3.4 Independent Contractor. Neither the City nor any of its employees shall
have any control over the manner, mode or means by which Contractor, its agents or
employees, perform the services required herein, except as otherwise set forth. Contractor
shall perform all services required herein as an independent contractor of City and shall remain
under only such obligations as are consistent with that role. Contractor shall not at any time or
in any manner represent that it or any of its agents or employees are agents or employees of
City.
4.0 INSURANCE AND INDEMNIFICATION
4.1 Insurance. The Contractor shall procure and maintain, at its sole cost
and expense, in a form and content satisfactory to City, during the entire term of this Agreement
including any extension thereof, the following policies of insurance:
(a) Comprehensive General Liability Insurance. A policy of
comprehensive general liability insurance written on a per occurrence basis in an amount not
less than either (i) a combined single limit of $1,000,000.00 or (ii) bodily injury limits of
$500,000.00 per person, $1,000,000.00 per occurrence and $1,000,000.00 products and
completed operations and property damage limits of $500,000.00 per occurrence. If the
Contract Sum is greater than $500,000.00, the policy of insurance shall be in an amount not
less than $5,000,000.00 combined single limit.
(b) Worker's Compensation Insurance. A policy of worker's
compensation insurance in such amount as will fully comply with the laws of the State of
California and which shall indemnify, insure and provide legal defense for both the Contractor
and the City against any loss, claim or damage arising from any injuries or occupational
diseases occurring to any worker employed by or any persons retained by the Contractor in the
course of carrying out the work or services contemplated in this Agreement.
(c) Automotive Insurance. A policy of comprehensive automobile
liability insurance written on a per occurrence basis in an amount not less than either (i) bodily
injury liability limits of $500,000.00 per person and $1,000,000.00 per occurrence and property
damage liability limits of $250,000.00 per occurrence and $500,000.00 in the aggregate or (ii)
combined single limit liability of $1,000,000.00. Said policy shall include coverage for owned,
nonowned, leased and hired cars.
(d) Additional Insurance: Policies of such other insurance, including
Professional Liability Insurance, as may be required in the Scope of Services, Exhibit "A".
P52/296099999-3000/2160694 2 6/14/96
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All of the above policies of insurance shall be primary insurance and shall name the City,
its officers, employees and agents as additional insured, except that the City shall not be named
as an additional insured for the Worker's Compensation Insurance nor the Professional Liability
Insurance. The insurer shall waive all rights of subrogation and contribution it may have against
the City, its officers, employees and agents and their respective insurers. All of said policies of
insurance shall provide that said insurance may not be amended or canceled without providing
thirty (30) days prior written notice by registered mail to the City. In the event any of said
policies of insurance are canceled, the Contractor shall, prior to the cancellation date, submit
new evidence of insurance in conformance with this Section 4.1 to the Contract Officer. No
work or services under this Agreement shall commence until the Contractor has provided the
City with Certificates of Insurance or appropriate insurance binders evidencing the above
insurance coverages and said Certificates of Insurance or binders are approved by the City.
The Contractor agrees that the provisions of this Section 4.1 shall not be construed as
limiting in any way the extent to which the Contractor may be held responsible for the payment
of damages to any persons or property resulting from the Contractor's activities or the activities
of any person or persons for which the Contractor is otherwise responsible.
The insurance required by this Agreement shall be satisfactory only if issued by
companies qualified to do business in California, rated "A" or better in the most recent edition of
Best Rating Guide, The Key Rating Guide or in the Federal Register, and only if they are of a
financial category Class VII or better, unless such requirements are waived by the City Manager
or designee of the City due to unique circumstances.
4.2 Indemnification. Contractor agrees to indemnify the City, its officers,
agents and employees against, and will hold and save them and each of them harmless from,
any and all actions, suits, claims, damages to persons or property, losses, costs, penalties,
obligations, errors, omissions or liabilities, including paying any legal costs, attorneys fees, or
paying any judgment (herein "claims or liabilities") that may be asserted or claimed by any
person, firm or entity arising out of or in connection with the negligent performance of the work
or services of Contractor, its agents, employees, subcontractors, or invitees, provided for
herein, or arising from the negligent acts or omissions of Contractor hereunder, or arising from
Contractor's negligent performance of or failure to perform any term, provision, covenant or
condition of this Agreement, but excluding such claims or liabilities to the extent caused by the
negligence or willful misconduct of the City.
5.0 TERM
5.1 Term. Unless earlier terminated in accordance with Section 5.2 below,
this Agreement shall continue in full force until December 31, 2001.
5.2 Termination Prior to Expiration of Term. Either party may terminate this
Agreement at any time, with or without cause, upon thirty (30) days' written notice to the other
party. Upon receipt of the notice of termination, the Contractor shall immediately cease all work
or services hereunder except as may be specifically approved by the Contract Officer. In the
event of termination by the City, Contractor shall be entitled to compensation for all services
rendered prior to the effectiveness of the notice of termination and for such additional services
specifically authorized by the Contract Officer and City shall be entitled to reimbursement for
any compensation paid in excess of the services rendered.
FS2/276099999-3000/2160604.26/14/96
licvsed 09/01/98
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i •
6.0 MISCELLANEOUS
6.1 Covenant Against Discrimination. Contractor covenants that, by and for
itself, its heirs, executors, assigns and all persons claiming under or through them, that there
shall be no discrimination against or segregation of, any person or group of persons on account
of race, color, creed, religion, sex, marital status, national origin, or ancestry in the performance
of this Agreement. Contractor shall take affirmative action to ensure that applicants are
employed and that employees are treated during employment without regard to their race, color,
creed, religion, sex, marital status, national origin or ancestry.
6.2 NonliabilitV of City Officers and Employees. No officer or employee of the
City shall be personally liable to the Contractor, or any successor in interest, in the event of any
default or breach by the City or for any amount which may become due to the Contractor or to
its successor, or for breach of any obligation of the terms of this Agreement.
6.3 Conflict of Interest. No officer or employee of the City shall have any
financial interest, direct or indirect, in this Agreement nor shall any such officer or employee
participate in any decision relating to the Agreement which effects his financial interest or the
financial interest of any corporation, partnership or association in which he is, directly or
indirectly, interested, in violation of any State statute or regulation. The Contractor warrants that
it has not paid or given and will not pay or give any third party any money or other consideration
for obtaining this Agreement.
6.4 Notice. Any notice, demand, request, document, consent, approval, or
communication either party desires or is required to give to the other party or any other person
shall be in writing and either served personally or sent by prepaid, first class mail, in the case of
the City, to the City Manager and to the attention of the Contract Officer, CITY OF PALM
SPRINGS, P.O. Box 2743, Palm Springs, California 92263, and in the case of the Contractor, to
the person at the address designated on the execution page of this Agreement.
6.5 Interpretation. The terms of this Agreement shall be construed in
accordance with the meaning of the language used and shall not be construed for or against
either party by reason of the authorship of this Agreement or any other rule of construction
which might otherwise apply.
6.6 Integration: Amendment. It is understood that there are no oral
agreements between the parties hereto affecting this Agreement and this Agreement
supersedes and cancels any and all previous negotiations, arrangements, agreements and
understandings, if any, between the parties, and none shall be used to interpret this Agreement.
This Agreement may be amended at any time by the mutual consent of the parties by an
instrument in writing.
6.7 Severability. In the event that part of this Agreement shall be declared
invalid or unenforceable by a valid judgment or decree of a court of competent jurisdiction, such
invalidity or unenforceability shall not affect any of the remaining portions of this Agreement
which are hereby declared as severable and shall be interpreted to carry out the intent of the
parties hereunder unless the invalid provision is so material that its invalidity deprives either
party of the basic benefit of their bargain or renders this Agreement meaningless.
F52/276099999-3000/2160684 2 6/14/96
Revised 09/01/98
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6.8 Waiver. No delay or omission in the exercise of any right or remedy by a
nondefaulting party on any default shall impair such right or remedy or be construed as a
waiver. A party's consent to or approval of any act by the other party requiring the party's
consent or approval shall not be deemed to waive or render unnecessary the other party's
consent to or approval of any subsequent act. Any waiver by either party of any default must be
in writing and shall not be a waiver of any other default concerning the same or any other
provision of this Agreement.
6.9 Attorneys' Fees. If either party to this Agreement is required to initiate or
defend or made a party to any action or proceeding in any way connected with this Agreement,
the prevailing party in such action or proceeding, in addition to any other relief which may be
granted, whether legal or equitable, shall be entitled to reasonable attorney's fees, whether or
not the matter proceeds to judgment.
6.10 Corporate Authority. The persons executing this Agreement on behalf of
the parties hereto warrant that (i) such party is duly organized and existing, (ii) they are duly
authorized to execute and deliver this Agreement on behalf of said party, (iii) by so executing
this Agreement, such party is formally bound to the provisions of this Agreement, and (iv) the
entering into this Agreement does not violate any provision of any other Agreement to which
said party is bound.
rS2/296099999-2000/2160684 2 6/14196
Rov,,ed 09/01/98
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IN WITNESS WHEREOF, the parties have executed and entered into this
Agreement as of the date first written above.
ATTEST: CITY OF PALM SPRINGS,
a municipal corporation/
By. By: 1 "�i./�^' 1
City Clerk 70/ partment Head
(Check one: _Individual_Partnership
—Corporation)
(Corporations require two signatures: CO RA
One from each of the following:
A. Chairman of Board, President, any By
Vice President: AND B. Secretary Signature (Notarized)
Assistant Secretary, Treasurer, Chris oe(f�, antim -7ust/FTZ Solutions
Assistant Treasurer, or Chief Financial i
Officer). By: �' � I, /�•G1 ��2�-/
Signature (_Notarized)
aNavftirmillidimitlu ►`iRiS y
Pint Name &Title
�oamrirbCa "'
Mir Ooim►P.qUw Aprar42,�t
Mailing Address: 4821 San Juan Avenue
Fair Oaks, CA 95628
(End of Signatures)
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APPROVE0 AS TO FORM
�:1��Pltorney
Date
F53/276099999-300012160684 2 6/14/96
Revised 09/01/99
-6-
EXHIBIT "A"
SCOPE OF SERVICES
SCOPE OF WORK
A. The Scope of Work consists of the Contractor providing hall provide the City
professional consulting services with respect to evaluation, negotiation and
developmental aspects of Foreign Trade Zone, # 236, Palm Springs, California. Such
services may include, but shall not be limited to:
1. Zone applications and activation
2. Feasibility studies
3. FTZ setup, expansion, and modification
4. FTZ development and operations
5. General foreign trade zone consulting
6. Zone management and development
7. Inventory analysis and control procedures
8. FTZ marketing and master planning
9. Facility design, layout and security
10. Internal audits
11. Representation of grantees, operators, and users with government officials
12. FTZ training.
13. Procedures manuals
14. International trade and customs issues
15. Supply chain management
The services performed by Contractor under this agreement shall be performed on a project by
project basis as agreed upon in advance and in writing by the parties. Said agreement shall
contain a specific scope of services to be performed by Contractor for a particular project.
EXHIBIT "A"
TO CONTRACT SERVICES AGREEMENT
F52/276099999-3000/2160684 2 6/14/96
Revised 09/01/99
-7-
EXHIBIT "B"
SCHEDULE OF COMPENSATION
Contractor shall be compensated for the services to be performed by Contractor pursuant to this
Agreement on an hourly basis pursuant to the hourly rate of$290.00/hour. Contractor shall also
be reimbursed for actual out of pocket expenses incurred by Contractor pursuant to the
Agreement. The total compensation paid to Contractor, inclusive of expenses, shall not exceed
the Contract Sum. For each project to be performed by Contractor pursuant to this Agreement,
Contractor and City shall mutually agree in writing on the maximum compensation to be paid to
Contractor for the project before the Contractor commences work on the project.
EXHIBIT"B"
TO CONTRACT SERVICES AGREEMENT
rS2/296099999d000/2I60684 2 6/1,1/96
Revised 09/01/98
_8_
02/16/1995 01:49 9165361932 CHPIS KOELFGEN PAGE 02
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