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Home My WebLink AboutBombardier Mass Transit Corporation; 2019-05-30; PSA19-787UTILPSA19-787UTIL City Attorney Approved Version 6/12/18 1 AGREEMENT FOR ROADWAY WORKER PROTECTION TRAINING SERVICES BOMBARDIER MASS TRANSIT CORPORATION THIS AGREEMENT is made and entered into as of the ______________ day of ___________________, 2019, by and between the CITY OF CARLSBAD, a municipal corporation, ("City"), and BOMBARDIER MASS TRANSIT CORPORATION, a Delaware corporation, ("Contractor”). RECITALS City requires the professional services of a roadway worker protection training consultant that is experienced in roadway worker protection training. Contractor has the necessary experience in providing these professional services, has submitted a proposal to City and has affirmed its willingness and ability to perform such work. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: 1. SCOPE OF WORK City retains Contractor to perform, and Contractor agrees to render, those services (the “Services”) that are defined in Exhibit “A”, attached and incorporated by this reference in accordance with the terms and conditions set forth in this Agreement. 2. TERM This Agreement will be effective from the date first above written through June 3, 2019. 3. COMPENSATION The total fee payable for the Services to be performed will be seven thousand eight hundred sixty- seven dollars ($7,867). No other compensation for the Services will be allowed except for items covered by subsequent amendments to this Agreement. 4. STATUS OF CONTRACTOR Contractor will perform the Services as an independent contractor and in pursuit of Contractor’s independent calling, and not as an employee of City. Contractor will be under the control of City only as to the results to be accomplished. 5. INDEMNIFICATION Contractor agrees to indemnify and hold harmless the City and its officers, officials, employees and volunteers from and against all claims, damages, losses and expenses including attorney’s fees arising out of the performance of the work described herein caused by any negligence, recklessness, or willful misconduct of the Contractor, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable. The parties expressly agree that any payment, attorney’s fee, costs or expense City incurs or makes to or on behalf of an injured employee under the City’s self-administered workers’ compensation is included as a loss, expense or cost for the purposes of this section, and that this section will survive the expiration or early termination of this Agreement. DocuSign Envelope ID: BFFFEE59-10AE-4345-82C8-DB477A2B764D May 30th PSA19-787UTIL City Attorney Approved Version 6/12/18 2 Under no circumstance shall the Contractor be liable for remote, indirect, special, punitive, exemplary, incidental, speculative or consequential damages (including without limitation loss of revenue and lost profit, lost opportunity, economic loss, overhead expenses, business interruption, loss of use, loss of productivity, downtime or damage to reputation or goodwill) irrespective of the nature of the claim asserted. 6. NOTICES The name of the persons who are authorized to give written notice or to receive written notice on behalf of City and on behalf of Contractor under this Agreement. For City For Contractor Name Don Wasko Name Eric Contreras Title Utilities Manager Title Project Manager Department Public Works Address 1021 West. Washington Avenue City of Carlsbad Escondido, CA 92025 Address 5950 El Camino Real Phone No. 760-445-0187 Carlsbad, CA 92008 Email eric.contreras@rail.bombardier.com Phone No. 760-438-2722 x7138 Each party will notify the other immediately of any changes of address that would require any notice or delivery to be directed to another address. 7. CONFLICT OF INTEREST Contractor shall file a Conflict of Interest Statement with the City Clerk in accordance with the requirements of the City of Carlsbad Conflict of Interest Code. The Contractor shall report investments or interests in all categories. Yes No 8. COMPLIANCE WITH LAWS Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment and will obtain and maintain a City of Carlsbad Business License for the term of this Agreement. 9. TERMINATION City or Contractor may terminate this Agreement at any time after a discussion, and written notice to the other party. City will pay Contractor's costs for services delivered up to the time of termination, if the services have been delivered in accordance with the Agreement. Termination shall not occur once the pre-payment has been made in accordance with Exhibit “A”. 10. CLAIMS AND LAWSUITS By signing this Agreement, Contractor agrees it may be subject to civil penalties for the filing of false claims as set forth in the California False Claims Act, Government Code sections 12650, et seq., and Carlsbad Municipal Code Sections 3.32.025, et seq. Contractor further acknowledges that debarment by another jurisdiction is grounds for the City of Carlsbad to terminate this Agreement. DocuSign Envelope ID: BFFFEE59-10AE-4345-82C8-DB477A2B764D PSA19-787UTIL City Attorney Approved Version 6/12/18 3 11. JURISDICTIONS AND VENUE Contractor agrees and stipulates that the proper venue and jurisdiction for resolution of any disputes between the parties arising out of this Agreement is the State Superior Court, San Diego County, California. 12. ASSIGNMENT Contractor may assign neither this Agreement nor any part of it, nor any monies due or to become due under it, without the prior written consent of City. 13. AMENDMENTS This Agreement may be amended by mutual consent of City and Contractor. Any amendment will be in writing, signed by both parties, with a statement of estimated changes in charges or time schedule. /// /// /// /// /// /// /// /// /// /// /// /// /// /// /// /// /// /// DocuSign Envelope ID: BFFFEE59-10AE-4345-82C8-DB477A2B764D PSA19-787UTIL City Attorney Approved Version 6/12/18 4 14. AUTHORITY The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Agreement. CONTRACTOR BOMBARDIER MASS TRANSIT CORPORATION, a Delaware corporation CITY OF CARLSBAD, a municipal corporation of the State of California By: By: (sign here) Vicki V. Quiram, Utilities Director Thomas Martin, Head of Ecosystem, Eastern U.S. (print name/title) By: (sign here) Marc Bernier, CFO (print name/title) If required by City, proper notarial acknowledgment of execution by contractor must be attached. If a corporation, Agreement must be signed by one corporate officer from each of the following two groups: Group A. Group B. Chairman, Secretary, President, or Assistant Secretary, Vice-President CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: CELIA A. BREWER, City Attorney By: Deputy City Attorney DocuSign Envelope ID: BFFFEE59-10AE-4345-82C8-DB477A2B764D TRANSPORTATION Bombardier Mass Transit Corporation 1021 West Washington Avenue Escondido, CA 92025 United States Tel 760-966-6610 Fax 760-966-6636 www.bombardier.com Dear Don, Class Date & Time: June 3, 2019, 7:30 – 11:30 a.m. Location: 1635 Faraday Avenue, Carlsbad, CA 92008 (Rooms 173 A & B) Quote ($157.34 per student): 50 staff attendees scheduled Total……..$7,867.00 Additional Attendees - 2 Consultants paying separately Sincerely, Paula Silverfarb Admin/Clerk Bombardier Transportation April 26, 2019 City of Carlsbad CMWD Don Wasko EXHIBIT “A” DocuSign Envelope ID: BFFFEE59-10AE-4345-82C8-DB477A2B764D