HomeMy WebLinkAbout3S FIRE LLC - CP0-FR-33-18-FR - 17022 Regional Burn Buildings Mobile Facility 217022 Regional Burn Buildings Project
Mobile Facility for Live Fire Training
Contract No. CPO -FR -33 -18 -FR
Contract Between
CITY OF PASCO
AND
3S FIRE, LLC
This agreement and contract made and entered into this �3_�`"day of 2018, by
and between the City of Pasco a municipal corporation, hereinafter called lhe City and 3S Fire, LLC.
hereinafter called the Contractor.
This Contract is for the limited purpose and specific work under the terms and conditions as fully
described herein and does not supersede or replace any other contractual Contract(s), or any terms or
conditions contained therein, that currently exist between the Parties.
NOW, THEREFORE, in consideration of mutual benefits accruing, it is agreed by and between the parties
hereto as follows:
1. Scope of Work. Under this Contract, the Contractor shall provide all labor, materials and equipment
to provide onsite Train -the -Trainer Program for at least 48 Instructors for firefighters and rescue personnel
serving Tri Cites Fire Departments.
This Work shall be performed in accordance with City of Pasco Request for Proposal (RFP) entitled
"Mobile Facility for Live Fire Training", and 3S Fire, LLC. Technical Proposal (Volume 1), and the terms
and conditions set forth herein and attached are hereby incorporated by reference:
2. Price. The Price for this Work is $108,600.00 including sales tax. The Price is based on delivery of
the items shown in the table below. The Work described in the RFP, and Technical Proposal shall be
performed on a fixed price basis.
3. Period of Performance. The period of performance is from inception through November 1, 2018.
Inception refers to the date this Contract is fully -executed.
4. Payment Schedule. The following schedule of values shall apply:
Item #
Description
Quantity
Unit Price
Total
1
Live Fire Training the Trainer 50hr Course
4
25,000
$100,000
Subtotal
$100,000
Sales Tax 8.6%
$8,600
Total Contract Amount
$108,600
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a*354-
5. Key Personnel. The following personnel are named as Key Personnel:
Name Title Contact Information
Rich Shrauner Partner Rich@3sfiretraining.com 425-359-6247
Mike Juozapaitis Partner Juice@_3sfiretraining.com 425-231-8280
The Contractor shall submit a written request including resumes to the City Fire Chief if proposing to
change Key Personnel under this project. Acceptance will be provided under the Changes C.
6. Warranty. The Contractor shall provide and bear the expense of all equipment, work, and labor of
any sort whatsoever that may be required for the transfer of materials and for assembling and
completing the work provided for in this contract and every part thereof and shall guarantee said
materials and work for a period of one year after receipt and acceptance of the Mobile Facility
[Reference RFP Exhibit A - Specification.
Notices. Notices to the City of Pasco shall be sent to the following address and addressed to the
attention of Robert Gear, Fire Chief, and a copy of same to Richa Sigdel, Director of Finance:
City of Pasco
P.O. Box 293
Pasco, WA 99301
Notices to the Contractor shall be sent to the following address:
3S Fire LLC.
4916 1231d Street S.E.
Everett, WA 98208
Receipt of any notice shall be deemed effective three days after deposit of written notice in the U.S.
mails, with proper postage and properly addressed.
In witness whereof the ies hereto na
vq caused this agreement to be executed the day and year herein
above written this day of _P,� '2018.
The parties acknowledge that there has been an opportunity to negotiate the terms and conditions of
this Contract and agree to be bound accordingly;
CITY OF PASCO 3S FIRE, LLC.
M
, City
ATTEST:/ Ifs,,/ /'/ Mike Juozapaitis
Daniela Erickson, City Clerk By: Printed Name
Approved as to form:
4�
City Attorney
Z//S/?
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Contract Provisions
City of Pasco
Regional Burn Buildings
Mobile Facility for Live Fire Training
Contract No. CPO-FR=33-13-FR
SECTIONONE.......................................................................................................................................8
STANDARD TERMS AND CONDITIONS..............................................................................................8
1.1
Contract Modifications................................................................................................................8
1.2
Changes.....................................................................................................................................8
1.3
Contractor Payment...................................................................................................................8
1.4
Pricing........................................................................................................................................8
1.5
Contractor Qualifications and Requirements.............................................................................8
1.6
Contractor Certifications (If Applicable).....................................................................................9
1.7
Prevailing Wages.....................................................................................................................10
1.8
Delivery Requirements.............................................................................................................10
1.9
Taxes, Fees and Licenses.......................................................................................................10
1.10
Quality Assurance....................................................................................................................13
1.11
Information and Communications............................................................................................14
1.12
General Provisions...................................................................................................................15
1.13
Insurance.................................................................................................................................18
1.14
Industrial Insurance Coverage.................................................................................................19
1.15
Nondiscrimination.....................................................................................................................21
1.16
Laws Applicable Under Federally -Assisted Projects...............................................................21
1.17
OSHA and WISHA Requirements............................................................................................22
1.18
Waiver......................................................................................................................................22
1.19
Disputes and Remedies...........................................................................................................23
1.20
Contract Termination................................................................................................................25
6 1 P a g e
Prior to commencing performance, or prior to that time if required by the City, law or regulation,
Contractor must be an established business firm with all required licenses, fees, bonding,
facilities, equipment and trained personnel necessary to meet all requirements and perform the
work as specified in the RFP. Contractor shall maintain compliance with these requirements
throughout the life of any resultant Contract to this RFP. The Contractor shall not subcontract
any part of the work
The City reserves the right to require receipt of proof of compliance with said requirements
within ten (10) calendar days from the date of request, and to terminate any resultant Contract
to this RFP as a material breach for noncompliance with any requirement of this paragraph.
1.6 CONTRACTOR CERTIFICATIONS (IF APPLICABLE)
Contractor must provide evidence upon request by City, of its status as an authorized service
and/product reseller. If this reseller status is discontinued, resultant Contract may be terminated
as set forth elsewhere herein. Contractor shall maintain its reseller status for the initial term and
any renewals of the resulting Contract.
The Bidder shall not have a record of prevailing wage violations as determined by WA Labor &
Industries in the five years prior to the bid submittal date, that demonstrates a pattern of failing
to pay workers prevailing wages, unless there are extenuating circumstances and such
circumstances are deemed acceptable to the Contracting Agency.
b. a. Use of subcontractors (if applicable)
In accordance with RFP requirements, Contractor agrees to take complete responsibility
for all actions of such Subcontractors.
Prior to performance, Contractor shall identify all subcontractors who will perform
services in fulfillment of contract requirements, including their name, the nature of
services to be performed, address, telephone, facsimile, email, federal tax identification
number (TIN), and anticipated dollar value of each subcontract:
The City reserves the right to approve or reject any and all Subcontractors that identified
by the contractor. Any Subcontractors not listed in the Bidder's Response, who are
engaged by the Contractor; must be pre -approved, in writing, by the City.
c. Subcontracts and assignment
Contractor shall not Subcontract, assign, or otherwise transfer its obligations under
resultant Contract without the prior written consent of the City. Contractor shall provide
timely advance notification of intent to Subcontract, assign, or otherwise transfer its
obligations under any resultant Contract to this RFP. Violation of this condition may be
considered a material breach establishing grounds for Contract termination. The
Contractor shall be responsible to ensure that all requirements of the resultant Contract
shall flow down to any and all Subcontractors. In no event shall the existence of a
Subcontract operate to release or reduce the liability of Contractor to the state for any
breach in the performance of the Contractor's duties.
d. Materials and Workmanship
The Contractor shall be required to furnish all materials, supplies, equipment and/or
services necessary to perform Contractual requirements. Materials, supplies and
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All deliveries are to be made to the applicable delivery location as indicated in the
resultant Contract. When applicable, the Contractor shall take all necessary actions to
safeguard items during inclement weather. In no case shall the Contractor initiate
performance prior to receipt of written or authorization from the City.
Expenses incurred otherwise shall be borne solely by the Contractor.
Site Security
While on City's premises, Contractor, its agents, employees, or Subcontractors shall
conform in all respects with physical, fire, or other security regulations.
4. Inspection and Rejection
The City's inspection of all materials, supplies and equipment upon delivery is for the
purpose of forming a judgment as to whether such delivered items are what was
ordered, were properly delivered and ready for Acceptance. Such inspection shall not
be construed as final acceptance, or as acceptance of the materials, supplies or
equipment, if the materials, supplies or equipment does not conform to contractual
requirements. If there are any apparent defects in the materials, supplies, or equipment
at the time of delivery, the City will promptly notify the Contractor.
Without limiting any other rights, the City may require the Contractor to: (1) repair or
replace, at Contractor's expense, any or all of the damaged goods; (2) refund the price
of any or all of the damaged goods; or (3) accept the return of any or all of the damaged
goods.
AND, IF APPLICABLE,
The City reserves the right to independently test, at supplier's expense, any product of
questionable freshness, quality, or origin delivered against resultant Contract.
5. Installation (if applicable)
Installation shall be performed in a professional manner in accordance with industry
standard best practices. The premises shall be left in a clean condition. The City
reserves the right to require Contractor to repair all damages or provides full
compensation as determined by the City.
6. Title to Product (if applicable)
Upon Acceptance, or upon delivery, if there is no Acceptance requirement, Contractor
shall convey to City good title to the Product free and clear of all liens, pledges,
mortgages, encumbrances, or other security interests.
Transfer of title to the Product shall include an irrevocable, fully paid-up, perpetual
license to use the internal code (embedded software) in the Product. If City subsequently
transfers title to the Product to another entity City shall have the right to transfer the
license to use the internal code with the transfer of Product title. A subsequent transfer
of this software license shall be at no additional cost or charge to either City or City's
transferee.
7. Treatment of assets
a. Title to all property furnished by the City shall remain in the City, as appropriate. Title
to all property furnished by the Contractor, the cost for which the Contractor is
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withhold payment -pending receipt of a Legible copy of MSDS. It should be noted that
OSHA Form 20 is not acceptable in lieu of this requirement unless it is modified to
include appropriate information relative to "carcinogenic ingredients" and "routes of
entry" of the product(s) in question.
1.9 TAXES, FEES AND LICENSES
1. Taxes:
Where required by statute or regulation, the Contractor shall pay for and maintain in
current status all taxes that are necessary for Contract performance. Unless otherwise
indicated, the City agrees to pay State of Washington taxes on all applicable: materials,
supplies, services and/or equipment purchased. No charge by the Contractor shall be
made for federal excise taxes and the City agrees to furnish Contractor with an
exemption certificate where appropriate.
2. Collection of Retail Sales and Use Taxes:
In general, Contractors engaged in retail sales activities within the State of Washington
are required to collect and remit sales tax to Department of Revenue (DOR). In general,
out-of-state Contractors must collect and remit "use tax." to Department of Revenue if
the activity carried on by the seller in the State of Washington is significantly associated
with Contractor's ability to establish or maintain a market for its products in Washington
State.
3. Department of Revenue Registration for Out -of -State Contractors:
Out-of-state Contractors meeting any of the above criteria must register and establish an
account with the Department of Revenue. Refer to WAC 458-20-193, and call the
Department of Revenue at 800-647-7706 for additional information. When out-of-state
Contractors are not required to collect and remit "'use tax" the City is responsible for
paying this tax, if applicable, directly to the Department of Revenue.
4. Fees/Licenses:
After award of any resultant Contract to this RFP, and prior to commencing performance
under the Contract, the Contractor shall pay for and maintain in a current status any
licenses, fees, assessments, permit charges, etc., which are necessary for Contract
performance. It is the Contractor's sole responsibility to maintain licenses and to monitor
and determine any changes or the enactment of any subsequent regulations for said
fees, assessments, or charges and to immediately comply with said changes or
regulations during the entire term of resultant Contract.
5. Customs/Brokerage Fees:
Contractor shall take all necessary actions, including, but not limited to, paying all
customs, duties, brokerage and/or import fees, to ensure that materials, supplies, and/or
equipment purchased under the Contract are expedited through customs.
Failure to do so may subject Contractor to liquidated damages as identified herein
and/or to other remedies available by law or Contract. The City will not incur additional
costs related to Contractor's payment of such fees.
6. Taxes on Invoice:
Contractor shall calculate and enter the appropriate Washington State and local sales
tax on all invoices. Tax is to be computed on new items after deduction of any trade-in
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1.11 INFORMATION AND COMMUNICATIONS
1. Advertising
Contractor shall not publish or use any information concerning resultant Contract in any
format or media for advertising or publicity without prior written consent from the
Contract Administrator.
2. Retention of Records
The Contractor shall maintain all books, records, documents, data and other evidence
relating to any resultant Contract and the provision of materials, supplies, services
and/or equipment described herein, including, but not limited to, accounting procedures
and practices which sufficiently and properly reflect all direct and indirect costs of any
nature expended in the performance of resultant
Contract. Contractor shall retain such records for a period of six (6) years following the
date of final payment. At no additional cost, these records, including materials generated
under the Contract, shall be subject at all reasonable times to inspection, review, or audit
by the City, personnel duly authorized by the City, the Washington State Auditor's Office,
and federal and state officials so authorized by law, regulation or agreement.
If any litigation, claim or audit is started before the expiration of the six (6) year period,
the records shall be retained until final resolution of all litigation, claims, or audit findings
involving the records.
3. Proprietary or confidential information
To the extent consistent with Chapter 42 .56 RCW, the Public Disclosure Act, the City
shall maintain the confidentiality of Contractor's information marked confidential or
proprietary. If a request is made to view Contractor's proprietary information, the City will
notify Contractor of the request and of the date that the records will be released to the
requester unless Contractor obtains a court order enjoining that disclosure. If Contractor
fails to obtain the court order enjoining disclosure, the City will release the requested
information on the date specified.
The City's sole responsibility shall be limited to maintaining the above data in a secure
area and to notify Contractor of any request(s) for disclosure for so long as the City
retains Contractor's information on record. Failure to so label such materials or failure to
timely respond after notice of request for public disclosure has been given shall be
deemed a waiver by Contractor of any claim that such materials are exempt from
disclosure.
4. Non -endorsement and publicity
The City does not endorse the Contractor's Products or Services, nor suggests that they
are the best or only solution to their needs. Contractor agrees to make no reference to
the City in any literature, promotional material, brochures, sales presentation or the like,
regardless of method of distribution, without the prior review and express written consent
of the City.
5. Ownership/Rights in Data
City and Contractor agree that all data and work products (collectively called 'Work
Product") produced pursuant to resultant Contract shall be considered work made for
hire under the U.S. Copyright Act, 17 U.S.C. §101 et seq, and shall be owned by City.
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Contractor agrees to hold Confidential Information in strictest confidence and not to
make use of Confidential Information for any purpose other than the performance of
resultant Contract, to release it only to authorized employees or Subcontractors requiring
such information for the purposes of carrying out resultant Contract, and not to release,
divulge, publish, transfer, sell, disclose, or otherwise make the information known to any
other party without City's express written consent or as provided by law. Contractor
agrees to release such. information or material only to employees or Subcontractors who
have signed a nondisclosure agreement, the terms of which have been previously
approved by City. Contractor agrees to implement physical, electronic, and managerial
safeguards to prevent unauthorized access to Confidential Information.
"Personal information" including, but not limited to, "Protected Health Information "(PHI)
under Health Insurance Portability And Accountability Act (HIPAA), individuals' names,
addresses, phone numbers, birth dates, and social security numbers collected, used, or
acquired in connection with resultant Contract shall be protected against unauthorized
use, disclosure, modification or loss. HIPAA establishes national minimum standards for
the use and disclosure of certain health information. The Contractor must comply with all
HIPAA requirements and rules when determined applicable by the City. If City
determines that (1) City is a "covered entity" under HIPAA, and that (2) Contractor will
perform "business associate" services and activities covered under HIPAA, then at City's
request, Contractor agrees to execute City's business associate Contract in compliance
with HIPAA.
Contractor shall ensure its directors, officers, employees, Subcontractors or agents use
personal information solely for the purposes of accomplishing the services set forth
herein. Contractor and its Subcontractors agree not to release, divulge, publish,
transfer, sell or otherwise make known to unauthorized persons' personal information
without the express written consent of the Agency or as otherwise required by law.
Any breach of this provision may result in termination of the Contract and demand for
return of all personal information. The Contractor agrees to indemnify and hold
harmless the State of Washington and the City for any damages related to both: (1) the
Contractor's unauthorized use of personal information and (2) the unauthorized use of
personal information by unauthorized persons as a result of Contractor's failure to
sufficiently protect against unauthorized use, disclosure, modification, or loss.
Contractor shall maintain a log documenting the following: the Confidential Information
received in the performance of resultant Contract; the purpose(s) for which the
Confidential Information was received; who received, maintained and used the
Confidential Information; and the final disposition of the Confidential Information.
Contractor's records shall be subject to inspection, review or audit in accordance with
Retention of Records.
City reserves the right to monitor, audit, or investigate the use of Confidential Information
collected, used, or acquired by Contractor through resultant Contract. The monitoring,
auditing, or investigating may include, but is not limited to, salting databases.
Violation of this section by Contractor or its Subcontractors may result in termination of
resultant Contract and demand for return of all Confidential Information, monetary
damages, or penalties.
Immediately upon expiration or termination of resultant Contract, Contractor shall, at
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way personally liable or responsible for any agreement herein contained whether
expressed or implied, nor for any statement or representation made herein or in any
connection with this agreement.
1.13 INSURANCE
1. General Requirements:
Contractor shall, at their own expense, obtain and keep in force insurance as follows
until completion of the Contract. Upon request, Contractor shall furnish evidence in the
form of a certificate of insurance satisfactory to the City that insurance, in the following
kinds and minimum amounts, has been secured. Failure to provide proof of insurance,
as required, will result in Contract cancellation.
Contractor shall include all Subcontractors as insureds under all required insurance
policies, or shall furnish separate Certificates of Insurance and endorsements for each
Subcontractor. Subcontractor(s) must comply fully with all insurance requirements stated
herein. Failure of Subcontractor(s) to comply with insurance requirements does not limit
Contractor's liability or responsibility.
All insurance provided in compliance with resultant Contract shall be primary as to any
other insurance or self-insurance programs afforded to or maintained by the state.
2. Specific Requirements:
Employers Liability (Stop Gap): The Contractor will at all times comply with all
applicable workers' compensation, occupational disease, and occupational health and
safety laws, statutes, and regulations to the full extent applicable and will maintain
Employers Liability insurance with a limit of no less than $ 1,000,000.00. The City will not
be held responsible in any way for claims filed by the Contractor or their employees for
services performed under the terms of resultant Contract.
Commercial General Liability Insurance: The Contractor shall at all times during the term
of resultant Contract, carry and maintain commercial general liability insurance and if
necessary, commercial umbrella insurance for bodily injury and property damage arising
out of services provided under resultant Contract. This insurance shall cover such claims
as may be caused by any act, omission, or negligence of the Contractor or its officers,
agents, representatives, assigns, or servants.
The insurance shall also cover bodily injury, including disease, illness and death, and
property damage arising out of the Contractor's premises/operations. independent
Contractors. products/completed operations, personal injury and advertising injury, and
contractual liability (including the tort liability of another assumed in a business
Contract), and contain separation of insured's (cross liability) conditions.
Contractor waives all rights against the City for the recovery of damages to the extent
they are covered by general liability or umbrella insurance.
The limits of liability insurance shall not be less than as follows:
General Aggregate Limits (other than products -completed operations) $2,000,000
Products -Completed Operations Aggregate $2,000,000
Personal and Advertising Injury Aggregate $1,000,000
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has a rating of A- Class VII or better in the most recently published edition of Best's
Reports. Any exception must be reviewed and approved by the Washington Cities
Insurance Agency, by submitting a copy of the Contract and evidence of insurance
before Contract commencement. If an insurer is not admitted, all insurance policies and
procedures for issuing the insurance policies must comply with Chapter 48. 15 RCW and
Chapter 284- 15 WAC.
7. Excess Coverage:
The limits of all insurance required to be provided by the Contractor shall be no less than
the minimum amounts specified. However, coverage in the amounts of these minimum
limits shall not be construed to relieve the Contractor from liability in excess of such
limits.
8. Limit Adjustments:
The City reserves the right to increase or decrease limits as appropriate.
1.14 INDUSTRIAL INSURANCE COVERAGE
The Contractor shall comply with the provisions of Title 51 RCW Industrial Insurance. If the
Contractor fails to provide industrial insurance coverage or fails to pay premiums or penalties on
behalf of its employees as may be required by law, the City may terminate resultant Contract.
This provision does not waive any of the Washington State Department of Labor and Industries
(L&I) rights to collect from the Contractor.
1.15 NONDISCRIMINATION
During the performance of resultant Contract, the Contractor shall comply with all applicable
federal and state nondiscrimination laws, regulations and policies, including, but not limited to:
• Title VI of the Civil Rights Act of 1964 (P.L. 88-352)
• Title IX of the Education Amendments of 1972, as amended (20 U.S.C. Sections 1681-
1683 and 1685-1686
• Section 504 of the Rehabilitation Act of 1973 as amended (29 U.S.C. Section 794)
• Age Discrimination Act of 1975 as amended (42 U.S>C. Sections 6101-6107)
• Drug Abuse Office and Treatment Act of 1972 (P.L. 92-255)
• Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation
Act of 1970 (P.L. 91-616)
• 523 and 527 of the Public Health Service Act of 1912 (42 U.S.C. 290 dd-3 & 290 cc -3)
• Title VII of the Civil Rights Act 42 U.S.C. section 12101 et. seq.; the Americans with
Disabilities Act (ADA); and, Chapter 49.60 RCW, Discrimination -Human Rights
Commission.
1.16 LAWS APPLICABLE UNDER FEDERALLY -ASSISTED PROJECTS
This project is subject to federal financial assistance under Grant EMW-2011-FR-00370 issued
by U.S Department of Homeland Security, Federal Emergency Management Agency (FEMA). It
is therefore required that the Contractor comply with the following statutes:
• As applicable, Davis -Bacon Act (40 U.S.C. 276a to 276a-7) as supplemented by
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Dispute Resolution Panel shall review the facts, Contract terms and applicable statutes
and rules and make a determination of the dispute as quickly as reasonably possible.
The determination of the Dispute Resolution Panel shall be final and binding on the
parties hereto. The City and Contractor agree that, the existence of a dispute
notwithstanding, they will continue without delay to carry out all their respective
responsibilities under resultant Contract that are not affected by the dispute.
In the event a bona fide dispute concerning a question of fact arises between the City
and Contractor and it cannot be resolved between the parties through the normal
escalation processes, either party may initiate the dispute resolution procedure provided
herein.
The initiating party shall reduce its description of the dispute to writing and deliver it to
the responding party. The responding party shall respond in writing within three (3)
Business Days. The initiating party shall have three (3) Business Days to review the
response. If after this review a resolution cannot be reached, both parties shall have
three (3) Business Days to negotiate in good faith to resolve the dispute. If the dispute
cannot be resolved after three (3) Business Days, a Dispute Resolution Panel may be
requested in writing by either party who shall also identify the first panel member. Within
three (3) Business Days of receipt of the request, the other party will designate a panel
member. Those two panel members will appoint a third individual to the Dispute
Resolution Panel within the next three (3) Business Days.
The Dispute Resolution Panel will review the written descriptions of the dispute, gather
additional information as needed, and render a decision on the dispute in the shortest
practical time.
Each party shall bear the cost for its panel member and share equally the cost of the
third panel member.
Both parties agree to be bound by the determination of the Dispute Resolution Panel.
Both parties agree to exercise good faith in dispute resolution and to settle disputes prior
to using a Dispute Resolution Panel whenever possible.
The City and Contractor agree that the existence of a dispute notwithstanding, they will
continue without delay to carry out all their respective responsibilities under resultant
Contract that are not affected by the dispute.
If the subject of the dispute is the amount due and payable by City for materials,
supplies, services and/or equipment being provided by Contractor, Contractor shall
continue providing materials, supplies, services and/or equipment pending resolution of
the dispute provided City pays Contractor the amount City, in good faith. believes is due
and payable, and places in escrow the difference between such amount and the amount
Contractor, in good faith, believes is due and payable.
2. Administrative Suspension
When it in the best interest of the City, the City may at any time, and without cause,
suspend the Contract or any portion thereof for a period of not more than thirty (30)
calendar days per event by written notice to the Contractor's Representative. Contractor
shall resume performance on the next business day following the 30th day of
suspension unless an earlier resumption date is specified in the notice of suspension. If
no resumption date was specified in the notice of suspension, the Contractor can be
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endanger performance hereunder;
d. Contractor becomes the subject of any proceeding under any law relating to
bankruptcy, insolvency or reorganization, or relief from creditors and/or debtors
that endangers the Contractor' s proper performance hereunder;
e. Appointment of any receiver, trustee, or similar official for Contractor or any of
the Contractor's property and such appointment endangers the Contractor's
proper performance hereunder;
f. A determination that the Contractor is in violation of federal, state, or local laws or
regulations and that such determination renders the Contractor unable to perform
any aspect of the Contract.
2. Opportunity to Cure:
In the event that Contractor fails to perform a contractual requirement or materially
breaches any term or condition, the City may issue a written cure notice. The Contractor
may have a period of time in which to cure. The City is not required to allow the
Contractor to cure defects if the opportunity for cure is not feasible as determined solely
within the discretion of the City. Time allowed for cure shall not diminish or eliminate
Contractor's liability for liquidated or other damages, or otherwise affects any other
remedies available against Contractor under the Contract or by law.
If the breach remains after Contractor has been provided the opportunity to cure, the
City may do any one or more of the following:
a. Exercise any remedy provided by law;
b. Terminate resultant Contract and any related Contracts or portions thereof;
c. Procure replacements and impose damages asset forth elsewhere in resultant
Contract;
d. Impose actual or liquidated damages;
e. Suspend or bar Contractor from receiving future Solicitations or other
opportunities;
f. Require Contractor to reimburse the City for any loss or additional expense
incurred as a result of default or failure to satisfactorily perform the terms of the
Contract.
3. Termination for Cause
In the event the Fire Chief, in his sole discretion, determines that the Contractor has
failed to comply with the conditions of resultant Contract in a timely manner or is in
material breach, the City has the right to suspend or terminate resultant Contract, in part
or in whole. The City shall notify the Contractor in writing of the need to make corrective
action. If corrective action is not taken within thirty (30) calendar days or as otherwise
specified by the City, or if such corrective action is deemed by the City to be insufficient,
the Contract may be terminated. The Fire Chief reserves the right to suspend all or part
of the Contract, withhold further payments, or prohibit the Contractor from incurring
additional obligations of funds during investigation of the alleged breach and pending
corrective action by the Contractor or a decision by the Fire Chief to terminate the
Contract.
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equipment and/or facilities in relation to the Contract except as is necessary to
complete or fulfill such portion of the Contract that is not terminated;
c. Complete or fulfill such portion of the Contract that is not terminated in
compliance with all contractual requirements;
d. Assign to the City, in the manner, at the times, and to the extent directed by the
City, all of the rights, title, and interest of the Contractor under the orders and
subcontracts so terminated, in which case the City has the right, at its discretion,
to settle or pay any or all claims arising out of the termination of such orders and
subcontracts.
e. Settle all outstanding liabilities and all claims arising out of such termination of
orders and subcontracts, with the approval or ratification of the City to the extent
the City may require which approval or ratification shall be final for all the
purposes of this clause;
f. Transfer title to the City and deliver in the manner, at the times, and to the extent
directed by the City any property which, if the contract had been completed,
would have been required to be furnished to the City;
g. Take such action as may be necessary or as directed by the City for the
protection and preservation of the property related to resultant Contract which is
in the possession of the Contractor and in which the City has or may acquire an
interest.
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