Loading...
HomeMy WebLinkAboutContracts & Agreements_115-2018rrns 2 i (4/18) AGREEMENT TO PERFORM NON-PROFESSIONAL SERVICES FOR EQUIPMENT AND SUPPLIES This agreement for the provision of automated car wash services ("Agreement=) is made and entered in this 10 day of lune, 2018 ("Effective Date'), by and between the City of Redlands, a municipal corporation ("City)' and Marts Express Carwash LLC_ ("Contractor") City and Contractor are sometimes individually referred to herein as a "Party- and, together, as the "Parties " In consideration of the mutual promises contained herein, City and Contractor agree as follows ARTICLE 1— ENGAGEMENT OF CONTRACTOR I I City hereby engages Contractor to perform automated car wash services with manual wipe down of glass and mirrors, self-service vacuum services and provide and install radio frequency identification tags on each City vehicle (the "Services") The services shall be conducted at I 180 Tennessee Street, in Redlands 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 professional contractors in the industry providing like and similar types of Services ARTICLE 2 — SERVICES OF CONTRACTOR 21 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 22 Contractor shall comply with applicable federal, state and local laws and regulations in the performance of this Agreement including, but not limited to State prevailing wage laws ARTICLE 3 — RESPONSIBILITIES OF CITY 3 1 City shall make available to Contractor information in its possession that may assist Contractor in performing the Services 32 City designates Chris Boatman, 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 The Services shall commence immediately after Effective Date of this Agreement 42 The term of this 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 I 1•1caldjm\AgreementsNatts Car Wash Non Professional Services.Equipment & Supplics.NPS 2 1 doex ORIGINAL NPS -2 1 (4/18) Term of this Agreement by two (2) one-year additional terms (each, 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 Term The Initial Term and the Extended Terms are hereby collectively referred to herein as the "Term" of this Agreement ARTICLE 5 — PAYMENTS TO CONTRACTOR 5 1 The annual compensation for Contractor's performance of the Services shall not exceed the amount of Sixteen Thousand Dollars ($16,000) per twelve month consecutive period from and after the Effective Date of this Agreement Total compensation shall not exceed the amount of Forty Eight Thousand Dollars ($48,000) for the Term of this Agreement City shall pay Contractor on a time and materials basis up to the not to exceed amount in accordance with Exhibit "B" entitled "Fee Schedule" which is attached hereto and incorporated herein by reference 52 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 City shall pay Contractor no later than thirty (30) days after receipt and approval by City of Contractor's invoice 53 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, (n) 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 CUt City Clerk City of Redlands 35 Capon Street P O Box 3005 (mailing) Redlands, CA 92373 Contractor Matt Canada, Owner Matt's Express Carwash, LLC 546 E Manposa Drive Redlands, CA 92373 ARTICLE 6 — INSURANCE AND INDEMNIFICATION 61 The following insurance coverage 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 2 IAcaldjmlAgreemcntslMstts Car Wash Non Professional Services.Equipment & Supphes.NPS 2 1 Aocx ORIGINAL NPS 2 1 (4118) A Workers' Compensation and Employer's Liability insurance in the amount that meets statutory requirements with an insurance carrier acceptable to City, or certification to City that Contractor is self-insured or exempt from the workers' compensation laws of the State of California Contractor shall execute and provide City with Exhibit "C" entitled "Workers' Compensation Insurance Certification," which is attached hereto and incorporated herein by this reference prior to performance of the Services B Comprehensive General Liability insurance with carriers acceptable to City in the minimum amount 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 C 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 named as an additional insured and such insurance shall be primary and non-contributing to any insurance or self- insurance maintained by City 62 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 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, (ii) issue, deny, suspend or revoke any City permit, license, application, certification, approval, order or similar authorization or entitlement, (iii) authorize 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, 3 11ca1djmlAgreementslMatts Car Wash Non -Professional Services.Equipment & Supphes.NPS 2 1 doer ORIGINAL NPS -2 1 (4/18) (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 officially 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 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 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 83 Contractor is for all purposes under this Agreement an independent contractor and shall perforin 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 84 This Agreement may be terminated by City, in its sole discretion, by providing not less than ten (10) days prior written notice to Contractor of City's intent 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 and, within five (5) days of the date of the termination notice, deliver or otherwise make available to City, copies (in both hard copy and electronic form, where applicable) of project related data, drawings, specifications, reports, summaries and such other information and materials as may have been accumulated by Contractor in performing the 4 ][AcaldjmlAgreementsWatts Car Wash Non Professional Services.$quipment 8c Supphes.NPS 2 Ldocx ORIGINAL NPS -2 1 (4/18) Services Contractor shall be compensated on a pro -rata basis for Services completed up to the date of termination 85 Contractor shall maintain books, ledgers, mvoices, 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 86 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, any amendment to this Agreement shall be in writing, approved by City and signed by City and Contractor 87 This Agreement shall be governed by and construed in accordance with the laws of the State of California 88 If one or more of the sentences, clauses, paragraphs or sections contained in this Agreement is declared invalid, void or unenforceable by a court of competent jurisdiction, the same shall be deemed severable from the remainder of this Agreement and shall not affect, impair or invalidate the remaining sentences, clauses, paragraphs or sections contained herein, unless to do so would deprive a Party of a material benefit of its bargain under this Agreement IN WITNESS WHEREOF, duly authorized representatives of City and Contractor have signed in confirmation of this Agreement C OF RE NDS Paul Barich, Mayor Pro Tem ATTEST ne Donaldson, City Clerk MATT'S EXPRESS CARWASH, LLC By Matt Canada, Owner 5 I 1ca1djmlAgreementslMatts Car Wash Non -Professional Services.Equipment & Supplies -NPS 2 I.doex ORIGINAL NPS -2 1 {4/18} EXHIBIT "A" SCOPE OF SERVICES Provide car wash services and hand dry of mirrors and windows Car wash shall consist of soapy wash, triple coat polish, wheel wash Provide and install Radio Frequency ID Tags on City owned vehicles for access to automated car wash services Provide vacuum services for City employee usage at completion of car wash Vendor will need to accommodate services seven days a week, 7 a m - 8 p m 6 1.1ca1djm\Agreements\Matts Car Wash Non -Professional Services -Equipment &. Supplies.NPS 2 1 docx ORIGINAL NPS 2 1 (4/18) EXHIBIT "Bll Fee Schedule City of Redlands Page I Car Wash off size service for Ltghl-Meduim duty vehicles (OOL03152018MD) bidding on Aaril 3 2018 2.00 PM (Paci :c) Printed C&27r2018 Bid Results Bidder Details Vendor Name Mails Express Carwash LLC45 Address 546 a mariposa dr Delivery Method rediands CA 92373 Bid Responsive United States Respondee MATT CANADA Respondee Titre OWNER Phone 909-553-8378 Ext Email MATTSCARWASH(MYAHOO.COM Vendor Type Local Bid Detail Bid Format Electronic Submitted March 30 2018 12:49:29 PM (Pacific) Delivery Method 0 Bid Responsive Yes Bid Status Submitted Confirmation # 136565 Ranking 0 Respondee Comment Buyer Comment Line Items Discount Terms no discount Type Item Code UDM Rty Unit Price Line Total Discount Comment Light to Medium Duty Vehicles 1 Automated Car Wash Services wl rnanuat wipe down of glass and mirrors Each 2000 $8.0000 S16,000.0000 S`16000 0400 2 Self Sery Vacuum Servce Each 250 0 0 0 3 Provide and Install radio frequency identificalion lags Each 250 0 0 0 Subtotal S16,000.0000 516,000.0000 Total $16,000.0000 S 16, 000. 0000 7 11ca1djmlAgreementslMatts Car Wash Non Professional Services. Equipment & Suppfies.NPS-2 1 da;x ORIGINAL NPS -2 1 (4/18) EXHIBIT "C" 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 thus 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 1n 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 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 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 Malt's Express Car Wash, LLC By V 'g Matt Canada, Owner Date 6 -Z �7✓ T V [ 1caArn\AgecmentslMatts Car Wash Non Professional Services.Equipment & Supphes.NPS 2 1 doex ORIGINAL