HomeMy WebLinkAboutContracts & Agreements_116-2018NPS -2 1 (4118)
AGREEMENT TO PERFORM NON-PROFESSIONAL SERVICES
FOR EQUIPMENT AND SUPPLIES
This agreement for the provision of vehicle batteries and inventory services ("Agreement")
is made and entered in this 10 day of June, 201$ ("Effective Date"), by and between the City of
Redlands, a municipal corporation ("City)" and Batteryworx, Inc ("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 I — ENGAGEMENT OF CONTRACTOR
1 1 City hereby engages Contractor to supply vehicle batteries and inventory services (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
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 in
accordance with the schedule set forth in Exhibit "B," entitled "Project Schedule," which
is attached hereto and incorporated herein by reference 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
Term of this Agreement by two (2) one-year additional terms (each, an "Extended Tenn"),
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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 collectively referred to herein as the "Term" of this
Agreement
43 If Contractor's Services include deliverable electronic visual presentation materials, such
materials shall be delivered in a form, and made available to the City, consistent with City
Council adopted policy for the same. It shall be the obligation of Contractor to obtain a
copy of such policy from City staff
ARTICLE 5 — PAYMENTS TO CONTRACTOR
5 1 The annual compensation for Contractor's performance of the Services shall not exceed
the amount of Twenty Five Thousand Four Hundred Fifty One Dollars ($25,451) per
twelve month consecutive period from and after the Effective Date of this Agreement The
total compensation shall not exceed the amount of Seventy Six Thousand Three Hundred
Fifty Three Dollars ($76,353) 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
"C," entitled "Cost Proposal," which is attached hereto and incorporated herein by this
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, 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 (1) 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
City CIerk Richard Sanchez, Sales Manager
City of Redlands Batterworx, Inc
35 Cajon Street 11815 Glenoak Blvd
P O Box 3005 (mailing) San Fernando, CA 91340
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
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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
A Workers' Compensation and Employer's Liability insurance in the amount that
meets statutory requirements with an insurance earner 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 "D," 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
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(i) approve a rate, rule or regulation, or adopt or enforce a City law,
(u) 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,
(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
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
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
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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
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, 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 ficial 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
8 8 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 OFRED NDS
Paul Barich, Mayor Pro Tem
ATTEST
JZ9i4ie Donaldson, City Clerk
BATTERWORX, Inc
By
Richard Sanchez, Sales Manager
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EXHIBIT "A"
SCOPE OF SERVICES
Estimates for equipment repair are not to exceed the industry standard flat rate repair guidelines using sources such
as, Chilton, Mitchell or All Data time Additional time and charges above and beyond guideline will not be
accommodated unless previously approved in writing or email by an authorized City representative
Provide the supply of DEKA labeled brand and ODYSSEY specific batteries along with inventory control maintain
stock, and provide check and charge test and replace if necessary
Qualified vendor must provide and maintain a stocked inventory of Deka & Odyssey batteries at the City's corporate
yard located at 1270 W Park Avenue, Bldg E.
Qualified vendor must load check inventory and rotate batteries as needed This includes removal of cores on a
weekly basis
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EXHIBIT 'B"
PROJECT SCHEDULE
Begin Servicing Fleet
Monday, July 2, 2018
Evaluate existing inventory and augment as
appropriate
Thursday, July S, 2018
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EXHIBIT r' C"
Cost Proposal
Batteryworx, Inc
Item a
A
BatteryBrand
B
quantity
C.
Unit Cost
D
Care Charge
E.
TOTAL PRICE
*(C+D) x B
1
Deka 627 MF
20
$ 7495
$100
$151900
2
Deka 627 FMF
20
$ 74.95
$1 00
$151900
3
Deka 624 FMF
20
$ 7495
$100
$151900
4
Deka 678 DT
20
$ 6995
$100
$141900
5
Deka 659 MF
20
$ 7495
$100
$151900
6
Deka 10U1L
20
$ 2995
$100
$ 61900
7
Deka 675 MF
20
$ 5995
$100
$121900
8
Deka 565 MF
20
$ 7795
$100
$157900
9
Deka 1131 MF
20
$ 9995
$100
$201900
10
Deka 1131 PMF
20
$ 9495
$100
$191900
11
Deka 904 D
20
$13995
$100
$281900
12
Deka 634 MF
20
$ 6495
$100
$1319 00
13
Odyssey PC 215 OS
20
$29595
$100
$593900
14
Anti Gravity Jumper XP -10
4
$13100
$100
$ 52400
GRAND TOTAL
(add line Items 1-14)
$25,451.0.0
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EXHIBIT "D"
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 fimushing 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
CHEC 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§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 Califorma. 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 truce --an correc
Batteryworx, Inc Date V Z�
By
Ric and Sanchez, Sales Manager
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