HomeMy WebLinkAboutAgreement - Sunnyvale Department of Public Safety - Joint Fire Academy with Sunnyvale Department of Public Safety - Signed 2023-03-27 1
AGREEMENT BETWEEN
THE CITY OF SUNNYVALE (DEPARTMENT OF PUBLIC SAFETY)
AND GILROY FIRE DEPARTMENT
This agreement dated _______________ , is by and between the City of
Sunnyvale (“City”), a chartered municipal corporation, and Gilroy Fire Department (“Gilroy
Fire”) located at 7070 CHESTNUT ST. GILROY, CA 95020.
1. Purpose of Agreement
City’s Department of Public Safety is operating a fire training academy (the
‘”Academy”) for its entry level fire fighters between April 3, 2023 and August 4, 2023.
Gilroy Fire has requested to send three (3) employees (the “Gilroy Fire Trainees”) to City’s
Academy. City is willing to allow the Gilroy Fire Trainee to participate in City’s training,
subject to the terms and conditions of this Agreement.
2. Term
This Agreement will be effective from April 3, 2023 and August 4, 2023. The
Memorandum of Understanding may be terminated at any time by either party by giving
written notice.
3. Contact Information
City:
Daniel Pistor, Deputy Chief
dpistor@sunnyvale.ca.gov
408-730-7100
Gilroy Fire:
Randall Wong, Deputy Chief
Randall.wong@ci.gilroy.ca.us
408-846-0396
4. Obligations of City
City shall allow Gilroy Fire to send up to three (3) employees selected by Gilroy
Fire to participate in its Academy.
5. Obligations of Gilroy Fire
Gilroy Fire shall pay a flat fee to City of five thousand dollars ($5,000.00) per
Trainee assigned by Gilroy Fire to participate in City’s Academy no later August 31, 2023.
Gilroy Fire shall not be entitled to any refund after payment is made, even in the event of
termination or non-participation of any Trainee
6. Compliance with Laws
a. Neither party shall discriminate against any employee or applicant for
employment because of race, religion, creed, color, gender, age (persons 40 years of age
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or older), disability, national origin, sexual orientation, or any other basis to the extent
prohibited by federal, state or local law.
b. During the term of this Agreement both parties shall comply with all
applicable federal, state and local laws and regulations. Gilroy Fire hereby acknowledges
and agrees that it accepts all risks and responsibilities for its failure to comply with any
law, regulation, or applicable policy and shall indemnify City under the provisions of
section 8 (Indemnification) of this Agreement for all liability, loss, damage and expense
(including reasonable attorneys’ fees) resulting from or arising out of Gilroy Fire’s failure
to comply with such laws, regulations or policies.
7. Independent Contractor
This Agreement is by and between two independent entities that have an
independent contractual relationship. Neither party shall have the authority to bind or make
any commitment on behalf of the other, or the right to control the means or the method by
which work under this Agreement is performed. Nothing contained in this Agreement shall
be deemed to create any association, partnership, joint venture or relationship of principal
and agent, master and servant, or employer and employee between the City and Gilroy Fire
and any of their employees, agents, affiliates or other representatives, or between the City
and any individual assigned by Gilroy Fire to participate in the Academy. Gilroy Fire or any
agent or employee of Gilroy Fire is liable for the acts and omissions of itself, its employees
and its agents. Gilroy Fire shall be responsible for all obligations and payments, whether
imposed by federal, state or local law, including, but not limited to, employee salaries and
benefits, FICA, income tax withholdings, unemployment compensation, insurance, and
other similar responsibilities related to the Gilroy Fire Trainees.
8. Indemnification, Hold Harmless
Gilroy Fire’s participation in the Academy, and entry by its employees, officers, and
agents onto City’s property for purposes of participating in the Academy, shall be at the
sole risk of Gilroy Fire. Gilroy Fire shall defend, indemnify and hold the City and its
officers, employees, agents, contractors, and volunteers harmless from and against any
and all loss, damage, claim for damage, liability, expense, or cost, including attorneys'
fees, which arises out of or is in any way connected with the Academy or Gilroy Fire’s
participation in the Academy, including where such claims arise out of the actual or
alleged negligence of City, provided, however, that Gilroy Fire shall not be obligated to
defend nor indemnify City with regard to City’s gross negligence, sole negligence or willful
misconduct.
9. Insurance
Gilroy Fire shall take out and maintain during the life of this Agreement policies of
insurance as specified in Exhibit "A" attached and incorporated by reference and shall
provide all certificates or endorsements as specified in Exhibit "A," or proof of equivalent
self-insurance approved by City.
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10.Miscellaneous
a.This Agreement is the entire understanding between the parties regarding
the subject of this Agreement.
b.This Agreement shall be governed and construed in accordance with the
laws of the State of California. Venue shall be Santa Clara County,
California.
c.The individuals executing this agreement represent and warrant that they
have the authority to execute it on behalf of their respective entities.
d.Any amendments and modifications to this agreement must be in writing
and signed by each party.
e.Each party agrees that this Agreement and any related documents may be
electronically signed, and that any electronic signatures appearing on this
Agreement or such other documents are the same as handwritten
signatures for the purposes of validity, enforceability, and admissibility.
IN WITNESS WHEREOF, THE PARTIES HAVE EXECUTED THIS AGREEMENT.
CITY OF SUNNYVALE GILROY FIRE
___ _________
Daniel Pistor, Deputy Chief Date Jimmy Forbis, City Administrator Date
_____________________________
Phan S. Ngo, Chief Date
APPROVED AS TO FORM
________________________________
Anais Aquino, Assistant City Attorney
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EXHIBIT A
INSURANCE REQUIREMENTS FOR PARTNER ORGANIZATION
(3/2021)
Partner Organization shall procure and maintain for the duration of the contract insurance against claims for injuries to persons or damages to property
which may arise from or in connection with the performance of the work by the Partner Organization, its agents, representatives, or employees.
Minimum Scope and Limits of Insurance. Partner Organization shall maintain limits no less than:
1. Commercial General Liability: $2,000,000 per occurrence and $4,000,000 aggregate for bodily injury, personal injury and property damage.
ISO Occurrence Form CG 0001 or equivalent is required.
2. Automobile Liability: $1,000,000 per accident for bodily injury and property damage. ISO Form CA 0001 or equivalent is required.
3. Workers' Compensation Statutory Limits and Employer's Liability: $1,000,000 per accident for bodily injury or disease.
Industry Specific Coverages. If checked below, the following insurance is also required:
Professional Liability Insurance / Errors and Omissions Liability in the minimum amount of $1,000,000 per occurrence.
If working directly with children, Partner Organization’s Certificate of Insurance must include coverage for molestation and sexual abuse in the
minimum amount of $1,000,000 per occurrence and $2,000,000 aggregate. In the event that Abuse & Molestation Liability coverage is provided
via a Claims Made Policy, the coverage shall include a minimum of a five year extended reporting clause.
Pollution Liability Insurance in the minimum amount of $1,000,000 per occurrence
MCS-90 Endorsement to Business Automobile insurance for transportation of hazardous materials and pollutants
Builder’s Risk / Course of Construction Insurance in the minimum amount of $__________.
Deductibles and Self-Insured Retentions
Any deductibles or self-insured retentions must be declared and approved by the City of Sunnyvale. Partner Organization shall guarantee payment of
any losses and related investigations, claim administration and defense expenses within the deductible or self-insured retention.
Other Insurance Provisions
The general liability and automobile liability policies (and if applicable, pollution liability, sexual abuse and molestation, and builder’s risk policies)
shall contain, or be endorsed to contain, the following provisions:
1. The City of Sunnyvale, its officials, employees, agents and volunteers are to be covered as additional insureds with respects to liability arising out
of activities performed by or on behalf of the Partner Organization; products and completed operations of the Partner Organization; premises
owned, occupied or used by the Partner Organization t; or automobiles owned, leased, hired or borrowed by the Partner Organization. The coverage
shall contain no special limitations on the scope of protection afforded to the City of Sunnyvale, its officers, employees, agents or volunteers.
2. For any claims related to this project, the Partner Organization’s insurance shall be primary. Any insurance or self-insurance maintained by the
City of Sunnyvale, its officers, officials, employees, agents and volunteers shall be excess of the Partner Organization’s insurance and shall not
contribute with it.
3. Any failure to comply with reporting or other provisions of the policies including breaches of warranties shall not affect coverage provided to the
City of Sunnyvale, its officers, officials, employees, agents or volunteers.
4. The Partner Organization’s insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to
the limits of the insurer's liability.
5. Each insurance policy required by this clause shall be endorsed to state that coverage shall not be suspended, voided, cancelled by either party,
reduced in coverage or in limits except after thirty (30) days' prior written notice by certified mail, return receipt requested, has been given to the
City of Sunnyvale.
6. The policy limits of coverage shall be made available to the full limits of the policy. The minimum limits stated above shall not serve to reduce
the Partner Organization’s policy limits of coverage. Therefore, the requirements for coverage and limits shall be (1) the minimum coverage and
limits specified in this agreement, or (2) the broader coverage and maximum limits of coverage of any insurance policy or proceeds available to
the named insured, whichever is greater.
Acceptability of Insurers
Insurance is to be placed with insurers with a current A.M. Best's rating of not less than A:VII, unless otherwise acceptable to the City of Sunnyvale.
Verification of Coverage
Partner Organization shall furnish the City of Sunnyvale with original a Certificate of Insurance effecting the coverage required. The certificates are to
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be signed by a person authorized by that insurer to bind coverage on its behalf. All certificates are to be received and approved by the City of Sunnyvale
prior to commencement of work.
Subcontractors
Partner Organization shall require all subcontractors to procure and maintain insurance policies subject to the requirements of this Exhibit. Failure of
Partner Organization to verify existence of sub-contractor’s insurance shall not relieve Partner Organization from any claim arising from sub-contractors
work on behalf of Partner Organization.
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