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HomeMy WebLinkAboutContracts & Agreements_112-2017 AGREEMENT TO PERFORM NON-PROFESSIONAL SERVICES This agreement for the provision of solid waste refuse truck parts ("Agreement") is made and entered on the 6" day of June, 2017 ("Effective Date"), by and between the City of Redlands, a municipal corporation ("City)" and ID Industries, LLC , ("Contractor") City and Contractor are sometimes individually referred to herein as a"Party"and, together, as "Parties " In consideration of the mutual promises contained herein, City and Contractor agree as follows ARTICLE I —ENGAGEMENT OF CONTRACTOR I 1 City hereby engages Contractor to supply solid waste refuse truck parts and associated services for City(the"Services") 12 The Services shall be performed by Contractor in a professional manner, and Contractor represents that it has the skill and the professional expertise necessary to provide the Services to City at a level of competency presently maintained by other practicing contractors in the industry providing like and similar types of Services ARTICLE 2—SERVICES OF CONTRACTOR 21 The Services that Contractor shall provide are more particularly described in Exhibit"A," entitled"Scope of Services,"which is attached hereto and incorporated herein by reference 22 Contractor shall comply with applicable federal, state and local laws and regulations in the performance of this Agreement including,but not limited to any applicable state prevailing wage laws ARTICLE 3 —RESPONSIBILITIES OF CITY 3 1 City shall make available to Contractor public information in its possession that may assist Contractor in performing the Services 3 2 City designates City's Quality of Life Director, as City's representative with respect to performance of the Services, and such person shall have the authority to transmit instructions, receive information, interpret and define City's policies and decisions with respect to performance of the Services ARTICLE 4—PERFORMANCE OF SERVICES 41 Contractor shall perform and complete the Services in a prompt and diligent manner as reasonably requested from time to time by City The Services shall commence on the Effective Date of this Agreement 42 The term of the Agreement shall be for a period of one (1) year from the Effective Date of this Agreement (the "Initial Term") The City shall have the option to extend the Initial ['caldjmlAgrecmentsl[D Industries LLC Agreement 6.6 17 doex I Term of this Agreement by two (2) one-year additional terms (an "Extended Term"), on the same terms and conditions,by providing written notice to Contractor at least thirty(30) days prior to the expiration of the Initial Term or any Extended Tenn ARTICLE 5—PAYMENTS TO CONTRACTOR 5 1 The annual compensation for Contractor's performance of the Services shall not exceed the amount of Fifty Thousand Dollars ($50,000) and total compensation shall not exceed the amount of One Hundred Fifty Thousand Dollars($150,000)throughout the term of this Agreement City shall pay Contractor on a materials basis up to the not to exceed amount based upon the unit prices shown in Exhibit"A " 52 Contractor shall submit invoices to City describing the Services performed during the preceding month Contractor's invoices shall include a brief description of the Services performed,the dates the Services were performed,the number of hours spent and by whom City shall pay Contractor no later than thirty (30) days after receipt and approval by City of Contractor's invoice 5 3 Any notice or other communication required, or which may be given, pursuant to this Agreement, shall be in writing Any such notice shall be deemed delivered(i) on the date of delivery in person, (ii)five(5)days after deposit in first class registered mail,with return receipt requested, (iii) on the actual delivery date if deposited with an overnight courier, or (iv)on the date sent by facsimile, if confirmed with a copy sent contemporaneously by first class, certified, registered or express mail, in each case properly posted and fully prepaid to the appropriate address set forth below, or such other address as a Party may provide notice in accordance with this section City Contractor Chris Boatman Allen Graham Quality of Life Director ID Industries, LLC City of Redlands 2755 E Philadelphia Street 35 Cajon Street, Suite 222 Ontario, CA 91761 P O Box 3005 (mailing) Redlands CA 92373 ARTICLE 6—INSURANCE AND INDEMNIFICATION 61 Insurance required by this Agreement shall be maintained by Contractor for the duration of its performance of the Services Contractor shall not perform any Services unless and until the required insurance listed below is obtained by Contractor Contractor shall provide City with certificates of insurance and endorsements evidencing such insurance prior to commencement of the Services Insurance policies shall include a provision prohibiting cancellation or modification of the policy except upon thirty(30) days prior written notice to City I'caldjmlAgreemenisAD[ndumnes i LC Agreement 6.6 17 docx 2 62 Contractor shall secure and maintain Workers' Compensation and Employer's Liability insurance in accordance with the laws of the State of California, with an insurance carrier acceptable to City as described in Exhibit"B,"entitled"Workers' Compensation Insurance Certification,"which is attached hereto and incorporated herein by this reference 63 Contractor shall secure and maintain comprehensive general liability insurance with carriers acceptable to City Minimum coverage of One Million Dollars ($1,000,000) per occurrence and Two Million Dollars ($2,000,000) aggregate for public liability, property damage and personal injury is required City shall be named as an additional insured and such insurance shall be primary and non-contributing to any insurance or self-insurance maintained by City 64 Contractor shall have business auto liability coverage,with minimum limits of One Million Dollars ($1,000,000) per occurrence, combined single limit bodily injury liability and property damage liability This coverage shall include all Contractor owned vehicles used in connection with Contractor's provision of the Services, hired and non-owned vehicles, and employee non-ownership vehicles City shall be names as an additional insured and such insurance shall be primary and non-contributing to any insurance or self insurance maintained by City 65 Contractor shall defend, indemnify and hold harmless City and its elected officials, employees and agents from and against any and all claims, losses or liability, including attorneys' fees, arising from injury or death to persons or damage to property occasioned by any negligent act, omission or failure to act by Contractor, its officers, employees and agents in performing the Services ARTICLE 7—CONFLICTS OF INTEREST 71 Contractor covenants and represents that it does not have any investment or interest in any real property that may be the subject of this Agreement or any other source of income, interest in real property or investment that would be affected in any manner or degree by the performance of Contractor's Services Contractor further covenants and represents that in the performance of its duties hereunder,no person having any such interest shall perform any Services under this Agreement 72 Contractor agrees it is not a designated employee within the meaning of the Political Reform Act because Contractor A Does not make a governmental decision whether to (i) approve a rate, rule or regulation, or adopt or enforce a City law, (n) issue, deny, suspend or revoke any City permit, license, application, certification, approval, order or similar authorization or entitlement, (iii) authorize the City to enter into, modify or renew a contract, (iv) grant City approval to a contract that requires City approval and to which City is a party, of to the specifications for such a contract, [!caldjm\Agreements\1D indUSF![es LLC Agreement 6 6 17 doex 3 (v) grant City approval to a plan, design, report, study or similar item, (vi) adopt or grant City approval of,policies, standards or guidelines for City or for any subdivision thereof B Does not serve in a staff capacity with City and in that capacity, participate in making a governmental decision or otherwise perform the same or substantially the same duties for City that would otherwise be performed by an individual holding a position specified in City's Conflict of interest Code under Government Code section 87302 73 In the event City determines that Contractor must disclose its financial interests,Contractor shall complete and file a Fair Political Practices Commission Form 700, Statement of Economic Interests with the City Clerks' office pursuant to the written instructions provided by the City Clerk ARTICLE 8—GENERAL CONSIDERATIONS 8 1 In the event any action is commenced to enforce or interpret any of the terms or conditions of this Agreement the prevailing Party shall, in addition to any costs and other relief, be entitled to the recovery of its reasonable attorneys' fees, including fees for the use of in- house counsel by a Party 82 Contractor shall not assign any of the Services, except with the prior written approval of City and in strict compliance with the terms, and conditions of this Agreement 8 3 Documents,records, drawings, designs, cost estimates, electronic data files, databases and any other documents developed by Contractor in connection with its performance of the Services, and any copyright interest in such documents, shall become the property of City and shall be delivered to City upon completion of the Services, or upon the request of City Any reuse of such documents, and any use of incomplete documents, shall be at City's sole risk 84 Contractor is for all purposes under this Agreement an independent contractor and shall perform the Services as an independent contractor Neither City nor of its agents shall have control over the conduct of Contractor or Contractor's employees, except as herein set forth Contractor shall supply all necessary tools and instrumentalities required to perform the Services Assigned personnel employed by Contractor are for its account only, and in no event shall Contractor or personnel retained by it be deemed to have been employed by City or engaged by City for the account of, or on behalf of City Contractor shall have no authority, express or implied, to act on behalf of City in any capacity whatsoever as an agent, nor shall Contractor have any authority, express or implied, to bind City to any obligation 85 Unless earlier terininated as provided for below, this Agreement shall terminate upon completion and acceptance of the Services by City, provided, however, this Agreement may be terminated by City, in its sole discretion, by providing ten (10) days prior written notice to Contractoi (delivered by certified mail, return receipt requested) of City's intent I 1ca%djm\Agreemenw1D Industries LLC Agreement 6.6 17 docx 4 to terminate If this Agreement is terminated by City, an adjustment to Contractor's compensation shall be made, but (1) no amount shall be allowed for anticipated profit or unperformed Services, and(2) any payment due Contractor at the time of termination may be adjusted to the extent of any additional costs to City occasioned by any default by Contractor Upon receipt of a termination notice,Contractor shall immediately discontinue its provision of the Services Contractor shall be compensated on a pro-rata basis for Services completed up to the date of termination 86 Contractor shall maintain books, ledgers, invoices, accounts and other records and documents evidencing costs and expenses related to the Services for a period of three (3) years,or for any longer period required by law,from the date of final payment to Contractor pursuant o this Agreement Such books shall be available at reasonable tunes for examination by City at the office of Contractor 87 This Agreement, including the Exhibits incorporated herein by reference, represents the entire agreement and understanding between the Parties as to the matters contained herein, and any prior negotiations,written proposals or verbal agreements relating to such matters are superseded by this Agreement Except as otherwise provided for herein, an amendment to this Agreement shall be in writing, approved by City and signed by City and Contractor 88 This Agreement shall be governed by and construed in accordance with the laws of the State of California IN WITNESS WHEREOF, duly authorized representatives of the City and Contractor have signed in confirmation of this Agreement CITY OF REDLANDS ID INDUSTRIES, LLC F By J Paul W Foster,Mayor Allen Graham, Sales Manager Attest �C J e Donaldson, City Clerk I lcald1m\AgreementsN1D Industries LLC Agreement 6.6 17 docx S EXHIBIT "A" Scope of Services • Contractor shall provide the parts listed below to City when requested by City staff • Contractor must be responsive to the requests of staff and return voicematls/ematls or other requests for services to a timely manner A BASILA BID—SOLID WASTE REFUSE COLLECTION TRUCK PARTS C Item Brief Description Quantity Unit Price Total Price in 4rFiigures Al 545 436 008 Seal Kit Valve Section (Mfg Wayne) 2 $1,50fEA g l"J UG A2 32524.02 AB-Wire Harness Arta To Prox CT(Mfg Wayne) 6 S99 , SF $ U'7 '9 e) F=,(o A3 341012-024-Converter 12V to 24V(Mfg Wayne) 2 S_eL03SF $ 31 b D4 A4 545-436-006-Kir Actuator (Mfg Wayne) 4 S 5"'IEA S A5 32226 02-d8-Harness Arm(Mfg Wayne) 6 S!.iIA S A6 341 002.016--Terminal Remote Output 24V160(Mfg Wayne) 2 S aOAA S i Q�Q OU � �7U A7 341 001 016-Remote Terminal(Mfg Mayne) 4 S ��EA $ u A8 32145 02 AD-Lo,ver Arm Weldment 62 114(Mfg Wayne) 4 $B5 iEA $ J Ag 485 018 000-Washer(Mfg Wayne) 4 $L T Q fEA S a A10 32158 00-CA-Tie Plate(Mfg Wayne) 2 $ 1EA $ 11J�j OD Al 1 445 024.009-Castle Nut(Mfg Wayne) 10 S)1 25 IEA $ i 1'2- aD 1 R12 109.032000--ConeBearing(Mfg Wayne) 4 $L0110!EA S (Continued) 11caldjmlASreementsllD Industries LLC Agreement 6.6 17 doex A13 P254-Linkage Double Top(Mfg Heil) 4 S I3 /EA A14 P257-Pict(hlfg Heil) 4 S lj 2q iEA $ �✓� Aly 031 6375 004-Solenoid Valve NO COIL(Mfg Heil) 4 Sjja. IEA $ L7� A16 014 1847-Rubber Pad(tlfg Heil) 20 QT /EA $ all Q0 A17 022-3872-Shaft Seal 2%IN(Mfg Neil) 20 Sat 1EA $ A18 04026664-Collar(Mfg Heti) 10 $(VVDIEA $ (006 (JC) A19 P253-Unkage Double Bottom (Mfg Heil) 4 r1=A $ VND "'A"x"B"= "C" TOTAL BID PRICE $ TOTAL_BID PRICE WRITTEN IN WORDS 11 1 o Y1�� �1'10vSuri� ,t X41 �1v+r�,�rPc� #�1t� 22 i/1 rIN v n�� All pricing shall include all costs for the services described including labor delivery,permits and inspections All overhead costs including, but not{invited to,travel,equipment maintenance etc shall he included in the total told price Parts shall be delivered to 1270 W Park Avenge,Bldg E, Redlands,CA 92373 no later than 24 hours following initial request CONTRACTOR's NAME TnAj'c'-�T , ) I PLEASE PRINT 11ca1djm\Agreements\ID Industries LLC Agreement 6 6 17 doex 7 EXHIBIT "S" WORKERS' COMPENSATION INSURANCE CERTIFICATION TO PERFORM VEHICLE MAINTENANCE AND REPAIR SERVICES WORKERS' COMPENSATION INSURANCE CERTIFICATION Every employer, except the State, shall secure the payment of compensation in one or more of the following ways (a) By being insured against liability to pay compensation by one or more insurers duly authorized to write compensation insurance in this State (b) By securing from the Director of Industrial Relations, a certificate of consent to self-insure, either as an individual employer, or as one employer in a group of employers, which may be given upon furnishing proof satisfactory to the Director of Industrial Relations of ability to self-insure and to pay any compensation that may become due to his or her employees CHECK ONE Aam aware of the provisions of Section 3700 of the Labor Code which requires every employer to be insured against liability for Workers' Compensation or to undertake self-insurance in accordance with the provisions of that Code, and I will comply with such provisions before commencing the performance of the work and activities required or permitted under this Agreement (Labor Code §1861) I affirm that at all times, in performing the work and activities required or permitted under this Agreement, I shall not employ any person in any manner such that I become subject to the workers' compensation laws of California However, at any time, if I employ any person such that I become subject to the workers' compensation laws of California, immediately I shall provide the City with a certificate of consent to self-insure, or a certification of workers' compensation insurance I certify under penalty of perjury under the laws of the State of California that the information and representations made in this certificate are true and correct ID Industrie LLC Z By July 1,2017 Allen Graham, Sales Manager 11ca%dim\Agreements\ID Industries LLC Agreement 6.6.17.docx g