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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 11 Page 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/? 2i Page 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 81 Page 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 101 Page 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 121 Page 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. 141 Page 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 161 Page 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 $1,000,000 181 Page 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 201 Page 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 221 Page 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. 241 Page 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. 261 Page