HomeMy WebLinkAboutTransitAmerica Services Inc; 2015-04-16;AGREEIVIENT FOR ROADWAY WORKER PROTECTION TRAINING SERVICES
TRANSITAMERICA SERVICES, INC.
THIS AGREEMENT is made and entered into as of the iC^"^ day of
AkjrCL^ 2015, by and between the CITY OF CARLSBAD, a municipal
corporation, ("City"), and TransitAmerica Services, Inc., a Roadway Worker Protection training
specialist, ("Contractor").
RECITALS
City requires the professional services of a Railroad Safety Trainer that is experienced in
providing roadway worker protection training. Contractor has the necessary experience in
providing these professional services, has submitted a proposal to the 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 for a period of one (1) year from the date first above written.
3. COMPENSATION
The total fee payable for the Services to be performed shall be eighty dollars ($80.00) per
attendee, will not exceed seven thousand dollars ($7,000.00). No other compensation for the
Services will be allowed except for items covered by subsequent amendments to this Agreement.
City reserves the right to withhold a ten percent (10%) retention until City has accepted the work
and/or the Services specified in Exhibit "A."
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 attorneys
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 as a result of any negligence, recklessness, or
willful misconduct of the Contractor, 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.
City Attorney Approved Version 1/30/13
6. INSURANCE
Insurance is waived per Administrative Order No. 68 that waives insurance requirements for
consultants/trainers/speakers.
7. CONFLICT OF INTEREST
Contractor, for Contractor and on behalf of Contractor's agents, employees, subcontractors and
consultants warrants that by execution of this Agreement, that they have no interest, present or
contemplated, in the projects affected by this Agreement. Contractor further warrants that neither
Contractor, nor Contractor's agents, employees, subcontractors and consultants have any
ancillary real property, business interests or income that will be affected by this Agreement or,
alternatively, that Contractor will file with the City an affidavit disclosing this interest.
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
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
sea., 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.
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.
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.
City Attorney Approved Version 1/30/13
CONTRACTOR
TRANSITAMERICA SERVICES, INC., a
California Corporation
(sign ^efe),--""
(print^naffne/title)
(sign here)
(print name/title) 5-
CITY OF CARLSBAD, a municipal
corporation of the State of California
City Manogor-qr-lylayor or Director
Patrick Thomas
ATTEST:
BARBARA ENGLESON
City Clerk
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.
Chairman,
President, or
Vice-President
Group B.
Secretary,
Assistant Secretary,
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
City Attorney Approved Version 1/30/13
EXHIBIT "A"
SCOPE OF SERVICES
TransitAmerica Services, Inc.
The Federal Railroad Administration (FRA) requires railroads and/or their contractors to provide
roadway worker protection (RWP) training to any worker whose job duties include inspection,
construction, maintenance, or repair of track, bridges, roadway, signal and construction,
maintenance, or repair of track, bridges, roadway, signal and communication systems, roadway
facilities, or maintenance machinery on or near the track. North County Transit District (NCTD)
requires that contractors who access NCTD property must participate in this training.
A TransitAmerica Services, Inc. trainer will conduct Roadway Worker Protection Training (RWP)
for the City of Carlsbad Public Works Utilities Division.
The training is scheduled on Wednesday, April 15, 2015, from 7:30 to 12:00 p.m. in the Faraday
Center Room 173, 1635 Faraday Avenue, Carlsbad, CA.
The fee for this training is $80 per employee. This fee includes training, photo l.D. and hard hat
decal.
Payment shall be made by City to Contractor upon completion of the training as outlined in Section
3 of this agreement.
City Attorney Approved Version 1/30/13
WAIVER REQUEST FORM
FACTORS IN SUPPORT OF REQUEST TO MODIFY INSURANCE REQUIREMENT(S)
Generally, a modification to the coverage requirement will be accepting a lower limit of coverage or waiving the
requirement(s).
Requested by: Tim Smith / Public Worlds Department / Utilities Division 4/7/2015
(Name and Department) (Date)
Proposed modification(s) to the safety training - contractor requirement(s) for Roadway Worker Protection Safety Training
(Type of insurance) (Name of contract)
I I Reduce coverage to the amount of: $ .
[Bl Waive coverage
• Other:
FACTOR(S) IN SUPPORT OF MODIFICATION(S)
(check those that apply)
I ISignificance of Contractor: Contractor has previous experience with the City that is important to the
efficiency of completing the scope of work and the quality of the work-product, [explain] TASI has previously instructed
this class for the city. The training is a yearly requirement of NCTD. TASI is the authorized contractor by NCTD Board of Directors to teach this training.
It requires any worker whose job duties include inspection, construction, maintenance near a railroad track and/or on NCTD's property pass this training.
Significance of Contractor: Contractor has unique skills and there are few if any alternatives, [explain:
include number of candidates RFP sent to and number responded if applicable]
I [Contract Amount/Term of Contract: $ . Work will be completed over a period of.
QProfessional Liability coverage is not available to this contractor or would increase the cost of the contract by
S [explain],
Other (e.g. explain whv exposures are minimal, how exposures are covered in another policy, exposure
control mechanisms, and anv other information pertinent to your request):
Approved by Risk Manager for this contract only:
(Signature) (Date)
H:\WORD\Insurance\Admin Order #68.doc
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