HomeMy WebLinkAboutContracts & Agreements_186-2017 AGREEMENT TO PERFORM NON-PROFESSIONAL SERVICES
This agreement for the provision of heavy off-road vehicle maintenance and repair services
("Agreement") is made and entered in this 5th day of September, 2017 ("Effective Date"), by and
between the City of Redlands, a municipal corporation ("City)" and Quinn Company
("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:
RECITALS
A. On February 16, 2016, the City entered into an agreement with Johnson
Machinery Co for the maintenance and repair services of heavy duty off-road equipment; and
B. As of July 1, 2017, Quinn Company has acquired Johnson Machinery Co;
NOW,THEREFORE, in consideration of the mutual promises contained herein,the Parties
agree as follows:
AGREEMENT
ARTICLE I —ENGAGEMENT OF CONTRACTOR
1.1 City hereby engages Contractor to provide heavy off-road vehicle maintenance and repair
services for City (the "Services").
1.2 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
2.I The Services that Contractor shall perform are more particularly described in Exhibit"A,"
entitled"Scope of Services,"which is attached hereto and incorporated herein by reference.
2.2 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.
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3.2 City designates Chris Boatman, 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
4.1 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 within ten
(10) days of the Effective Date of this Agreement.
4.2 The tern of the Agreement shall be for a period of five(5)months from the Effective Date
of this Agreement (September 5, 2017 — February 5, 2018; the "Initial Term") The City
shall have the option to extend the Initial Term of this Agreement by one(1)year additional
term (an"Extended Term"), on the same terms and conditions hereof, by providing written
notice to Contractor at least thirty (30) days prior to the expiration of the Initial Term or
any Extended Term.
ARTICLE 5 —PAYMENTS TO CONTRACTOR
5.1 The total compensation for Contractor's performance of the Services annually shall not
exceed the amount of Fifty Thousand Dollars ($50,000) for parts and supplies and Fifty
Five Thousand Eight Hundred Dollars($55,800) for labor, for a total of One Hundred Five
Thousand Eight Hundred Dollars($105,800)for the Initial Term,and Two Hundred Eleven
Thousand Six Hundred Dollars ($211,600) during the Initial and Extended Term of this
Agreement. City shall pay Contractor on a time and materials basis up to the not to exceed
amount based upon the unit prices and hourly rates shown in Exhibit"A."
5.2 Contractor shall submit monthly 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:
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Citv Consultant
Chris Boatman, Director Henry Quan, President
Quality of Life Department Quinn Company
City of Redlands 10006 Rose Hills Road
35 Cajon Street, Suite 222 P.O. Box 849665 (mailing)
P.O. Box 3005 (mailing) Los Angeles, CA 90601
Redlands, CA 92373
ARTICLE 6—INSURANCE AND INDEMNIFICATION
6.1 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.
6.2 Contractor shall secure and maintain Workers' Compensation and Employer's Liability
insurance throughout the duration of its performance of the Services 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.
6.3 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.
6.4 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.
6.5 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 or omission by,or the willful misconduct of,Contractor,or its officers,
employees and agents in performing the Services.
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ARTICLE 7—CONFLICTS OF INTEREST
7.1 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.
7.2 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;
(ii) 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, or to the specifications for such a contract;
(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.
7.3 In the event City officially determines that Contractor must disclose its financial interests,
Contractor shall complete and file a Fair Political Practices Commission Form 700, State
of Economic Interests with the City Clerk's 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.
8.2 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
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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.
8.4 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.
8.5 This Agreement may be terminated by City, in its sole discretion, by providing ten (10)
days prior written notice to Contractor (delivered by certified mail, return receipt
requested) of City's intent to terminate. If this Agreement is terminated by City, an
adjustment to Contractor's compensation shall be made,but(l)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.
8.6 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 to this Agreement. Such books shall be available at reasonable times for
examination by City at the office of Contractor.
8.7 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.
8.8 This Agreement shall be governed by and construed in accordance with the laws of the
State of California.
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IN WITNESS WHEREOF, duly authorized representatives of City and Contractor have signed
in confirmation of this Agreement.
CITY OF REDLANDS QUINN COMPANY
2
lv� By:
By:
Paul W. Foster, Mayor 4Henr �u President
Attest:
.0,pYn Donaldson, City Clerk
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EXHIBIT "A"
SCOPE OF SERVICES
SCOPE OF WORK
Bidders shall perform preventative maintenance and repair services that include, but are not
limited to, work on brakes, suspension, heattair conditioning systems, electrical systems, minor
engine repair, and other repairs normal and customary for routine repair of a commercial heavy
duty off-road fleet.
• Turnaround time of two (2) business days for PM services plus routine repair services
done as a result of the PM.
• The technician must include observations and explanations for any further needed
repairs.
• Original Equipment Manufacturer (OEM) parts must be used.
• Work collaboratively with staff to meet the following key components of the vehicle
maintenance program:
• Comprehensive, preventative maintenance schedule.
• Full utilization of standard warranty coverage
• Customer service responsiveness to maximize cost efficiencies, minimize
unscheduled repairs and down time.
• A preventative Maintenance Service checklist shall be completed by the technician
and attached to the invoice submitted to the City for every vehicle serviced.
P M SERVICE -OFF-ROAD HEAVY EQUIPMENT (CATERPILLAR)
INSPECTION CHECK LIST
Vehicle# Date Division Mileage Hours
Every 250 Service Hours or Monthly
• Axle universal joint(rear)
• Cooling system coolant additive (DEAC)
• Differential oil level (front)
• Differential oil level (rear)
• Engine oil and filter
• Extendable stick
• Final drive oil level (front)
• Final drive oil level (rear)
• Kingpin bearings (rear)
• Sideshift stabilizer wear pads
• V-belts
Every 500 service Fours or 3 months for machines used in severe applications
• Differential oil (rear)
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Every 1000 service hours or 6 months
• Differential oil (front)
• Differential oil (rear)
• Engine valve lash
• Final drive oil (front)
• Final drive oil (rear)
• Rollover protective structure (ROPS)
• Transmission magnetic screen
• Transmission oil
• Wheel bearings (front)
Every 2000 service hours or 1 year
• Engine valve lash
• Hydraulic system oil
Every 3000 service hours or 2 years
• Cooling system coolant (DEAC)
• Cooling system coolant extender
• Cooling system water temperature regulator
Every 6000 service hours or 4 years
• Cooling system coolant (ELC)
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Heavy Duty Off Load Equipment Maintenance and Service
ANNUAL ESTIMATES
Labor Type Estimated Price Per Service TOTAL AMOUNT
Quantity
E "S
X ( ) ( ) (
x tip . : _.. A B G)
(A)x(K)=(C)
1. PM Hourly Rate 140 $ .�. our $ 5_00 1C
2. Standard Re it I-burl Rafe 100 03. Lp1hour /0 C
a� Q
3.Overtime Hourly Rate 6G Jam, /hour $ 3C
4. Field tabor Rate 80 /p hour $ `1 v 4C
5. Emer ncy Call Hourly Rate 40 SF 1
hour $ 75C
6, Fabrication Hourly Rats 900 19S'. hour $ M S-069
6C
Sub" -� o-✓:o,:. &,,:}✓:Y:dd 5.,..r>:M. ., u.wN ..,...,,,a-».,.....x. VEI•
' v f
..... ........
fU A
Est'd Net Cost Kidder's mark-tap percentage TOTAL AMOUNT
rF u' of Parts (ex: 10%, 150A.25%) (see Note 1)
x
C)
7. Parts (see rete 1) $50,000 „ % 7C
35 21
If
T GRAND TOTAL:Kz
��+
.3
PARTS PRICE LIST (discount on Parts Casts)
Name of Flat Rate Manual if a icable
Name of Parts Price Sheet if a I(cabte :
Nate 1 Example of Calculating Linc Item 7: The estimated net east of I"Ry Thousand Dollars ($50,000) (A) at a Bidder's mark-up
percentage 5$4 (Bl, ptus the estimated net cost (A), will result in a Total Price of Fifty Two Thousand Five Dollars {$52,500} (C)
(($50,000 x 6%)#$60,000).
Note 2 The above quvnhlras for lobes artd parts are estintdes used for bid purposes The Equipment hfatMant ncd Divrsaon mV not guamntao a m aimum of
dabararrd parts for the rvarh.
Rt 7 VENDOR NAME&DATE.
Iffack &jtAe -~ �I
E`r'r OF 00CUMIElfT
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#QOL12212015JS Heavy Duty Off Road Equipment Maintenance &Service
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EXHIBIT "B"
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 ally compensation that
may become due to his or her employees.
CHECK ONE
/ I am 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 §186 1).
I affirm that at all times, in performing the work and activities required or permitted Linder
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.
Quinn Company Date:
/Z4
By:—
Heivly Ouan, President
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