HomeMy WebLinkAboutAgreement - City of Sunnyvale - Fire Training Academy 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 the City of Gilroy (referred to herein as
“Gilroy Fire”) located at 7351 Rosanna Street. 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 September 30, 2024 and January 31,
2025. Gilroy Fire has requested to send four (4) employees (the “Gilroy Fire Trainees”) to
City’s Academy. City is willing to allow the Gilroy Fire Trainees to participate in City’s
training, subject to the terms and conditions of this Agreement.
2. Term
This Agreement will be effective from September 30, 2024 through January 31,
2025. 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:
Gregory Lopez, Division Chief
Gregory.lopez@cityofgilroy.org
408-846-0396
4. Obligations of City
City shall allow Gilroy Fire to send up to four (4) 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 January 31,
2025. 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. During the term of this agreement, neither party shall discriminate against
any employee or applicant for employment as a Fire Trainee because of race, religion,
creed, color, gender, age (persons 40 years of age or older), disability, national origin,
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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. To the fullest extent permitted by law, Gilroy Fire shall hold
harmless, defend at its own expense, and indemnify the City and its officers, officials,
employees, agents, and volunteers, against any and all liability, claims, losses, damages,
or expenses, including reasonable attorney’s fees, arising from all acts or omissions of
Gilroy Fire or its officers, agents, or employees in rendering services under this
Agreement; excluding, however, such liability, claims, losses, damages, or expenses
arising from the City’s sole negligence or willful acts. The defense and indemnification
obligations of this agreement are undertaken in addition to, and shall not in any way be
limited by, the insurance obligations contained in this agreement. Gilroy Fire’s
responsibility for such defense and indemnity obligations shall survive the termination or
completion of this agreement.
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9. Insurance
City requires that Gilroy Fire maintain insurance requirements on the Pacific
Insurance Network System (PINS). Gilroy Fire shall procure and maintain, at its own
expense, during the life of this Agreement, policies of insurance or proof of equivalent self-
insurance as specified in Exhibit "A" attached and incorporated herein by reference and
shall provide all certificates and endorsements as specified in Exhibit "A" through PINS for
approval by the City Risk Manager prior to Gilroy Fire (or subcontractor) commencing any
work under this Agreement.
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 CITY OF GILROY
_______________________________ ________________________________
Daniel Pistor, Deputy Chief Date Jimmy Forbis, City Administrator Date
Approved as to Form
________________________________ ________________________________
Phan S. Ngo, Chief Date City Attorney
APPROVED AS TO FORM
___________________________________________
Anais Aquino, Senior Assistant City Attorney Date
Andy Faber (Jan 16, 2025 10:29 PST)
Jimmy Forbis (Jan 16, 2025 13:41 PST)
Jimmy Forbis 01/16/202501/16/2025
01/16/2025
Phan Ngo (Jan 16, 2025 15:41 PST)01/16/2025
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EXHIBIT A
INSURANCE REQUIREMENTS
Gilroy Fire shall procure and maintain for the duration of the Agreement 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 Gilroy Fire, their agents, representatives, or employees.
Minimum Scope and Limits of Insurance. Gilroy Fire shall maintain limits not less than:
1. Commercial General Liability: coverage written on an occurrence basis with limits not
less than $1,000,000 per occurrence and $2,000,000 aggregate for bodily injury, personal
injury, and property damage. ISO Occurrence Form shall be at least as broad as CG 0001.
2. Automobile Liability: coverage with a combined single limit of not less than $1,000,000
per occurrence applying to all owned, non-owned, or hired vehicles used in conjunction with
this contract for bodily injury and property damage. ISO Form shall be at least as broad as CA
0001.
3. Workers’ Compensation: Statutory Limits and Employer's Liability: $1,000,000 per
accident for bodily injury or disease.
Deductibles, Self-Insured Retentions and Other Coverages. Any deductibles or self-insured
retentions must be declared and approved by the City’s Risk Manager. Gilroy Fire shall guarantee
payment of any losses and related investigations, claim administration and defense expenses
within the deductible or self-insured retention.
The aforementioned insurance requirements can be met through any combination of self-insured,
primary, and excess/umbrella policies that fulfill the stipulated coverage as cited above.
Other Insurance Provisions.
1. During the term of the contract, the City of Sunnyvale, its officers, officials, employees,
agents, and volunteers are to be covered as an additional insured in Gilroy Fire’s commercial
general liability policy (and if industry specific coverage box is checked above, liquor liability,
valuable papers and electronic data processing, cyber & tech liability, pollution liability, and
sexual abuse and molestation policies) with respect to liability arising out of activities performed
by or on behalf of Gilroy Fire; products and completed operations of Gilroy Fire; premises
owned, occupied or used by Gilroy Fire. The coverage shall contain no special limitations on
the scope of protection afforded to the City, its officers, officials, employees, agents, or
volunteers.
Additional Insured Endorsement for ongoing operations at least as broad as ISO CG 20 10
Scheduled, or automatic CG 20 38.
2. During the term of the contract, Gilroy Fire’s Workers’ Compensation policy shall be
endorsed with a waiver of subrogation in favor of the City of Sunnyvale.
3. For any claims related to this project, Gilroy Fire’s insurance shall be primary. Any
insurance or self-insurance maintained by the City, its officers, officials, employees, agents, and
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volunteers shall be excess of Gilroy Fire’s insurance and shall not contribute with it and shall be
at least as broad as ISO CG 20 01 04 13.
4. Any failure to comply with reporting or other provisions of the policies including breaches
of warranties shall not affect coverage provided to the City, its officers, officials, employees,
agents or volunteers.
5. Gilroy Fire’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.
6. 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.
7. Any umbrella or excess insurance liability policies shall be true “following form” of the
underlying policy coverage, terms, conditions, and provisions and shall meet all of the insurance
requirements stated in this document, including the additional insured, SIR, and primary and
non-contributory insurance requirements for the benefit of City (if agreed to in a written contract
or agreement) until all coverage carried by or available to Gilroy Fire’s primary and excess
liability policies are exhausted and before the City’s own Insurance or self-insurance shall be
called upon to contribute to a loss.
8. 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 Gilroy Fire’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 no less than A: VII, and who are admitted and authorized to do business and in good standing
in California unless otherwise acceptable to the City’s Risk Manager.
Verification of Coverage. City utilizes PINSAdvantge.com (PINS) to track and verify all
insurance related documents. City is no longer accepting Certificates of Insurance by mail and
requires the use of PINS. City will email Gilroy Fire requesting proof of insurance for this Contract
through the PINS platform (no-reply@pinsadvantage.com), which include instructions on how to
upload insurance documents electronically. Contractor/Consultant shall furnish the City with an
electronic Certificate of Insurance effecting the coverage required. The certificates are to be
signed by a person authorized by that insurer to bind coverage on its behalf and name City of
Sunnyvale, Attn: Risk Management, 456 W. Olive Ave, Sunnyvale, CA 94088 as the certificate
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holder. All certificates are to be received and approved by the City Risk Manager prior to
commencement of work.
Gilroy Fire shall provide certificate(s) evidencing renewals of all insurance required herein prior
to the expiration date of any such insurance. Contractor/Consultant shall submit insurance
certificates reflecting the policy renewals through PINS. City reserves the right to require
complete, certified copies of all required insurance policies, at any time.
Gilory Agreement JFA 2024
Final Audit Report 2025-01-16
Created:2025-01-14
By:Peter Hoang (PHoang@sunnyvale.ca.gov)
Status:Signed
Transaction ID:CBJCHBCAABAAs8_Iz_00Mu59yab0JnjfaS2YUJIAne7J
"Gilory Agreement JFA 2024" History
Document created by Peter Hoang (PHoang@sunnyvale.ca.gov)
2025-01-14 - 10:40:25 PM GMT
Document emailed to Andy Faber (andy.faber@berliner.com) for signature
2025-01-14 - 10:40:30 PM GMT
Email viewed by Andy Faber (andy.faber@berliner.com)
2025-01-16 - 6:27:13 PM GMT
Document e-signed by Andy Faber (andy.faber@berliner.com)
Signature Date: 2025-01-16 - 6:29:41 PM GMT - Time Source: server
Document emailed to Jimmy Forbis (jimmy.forbis@cityofgilroy.org) for signature
2025-01-16 - 6:29:42 PM GMT
Email viewed by Jimmy Forbis (jimmy.forbis@cityofgilroy.org)
2025-01-16 - 9:41:15 PM GMT
Document e-signed by Jimmy Forbis (jimmy.forbis@cityofgilroy.org)
Signature Date: 2025-01-16 - 9:41:36 PM GMT - Time Source: server
Document emailed to Daniel Pistor (dpistor@sunnyvale.ca.gov) for signature
2025-01-16 - 9:41:37 PM GMT
Email viewed by Daniel Pistor (dpistor@sunnyvale.ca.gov)
2025-01-16 - 9:43:20 PM GMT
Document e-signed by Daniel Pistor (dpistor@sunnyvale.ca.gov)
Signature Date: 2025-01-16 - 9:44:33 PM GMT - Time Source: server
Document emailed to Anais Aquino (Aaquino@sunnyvale.ca.gov) for signature
2025-01-16 - 9:44:35 PM GMT
Email viewed by Anais Aquino (Aaquino@sunnyvale.ca.gov)
2025-01-16 - 9:44:47 PM GMT
Document e-signed by Anais Aquino (Aaquino@sunnyvale.ca.gov)
Signature Date: 2025-01-16 - 9:50:51 PM GMT - Time Source: server
Document emailed to Phan Ngo (pngo@sunnyvale.ca.gov) for signature
2025-01-16 - 9:50:53 PM GMT
Email viewed by Phan Ngo (pngo@sunnyvale.ca.gov)
2025-01-16 - 11:41:24 PM GMT
Document e-signed by Phan Ngo (pngo@sunnyvale.ca.gov)
Signature Date: 2025-01-16 - 11:41:43 PM GMT - Time Source: server
Agreement completed.
2025-01-16 - 11:41:43 PM GMT