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HomeMy WebLinkAboutContracts & Agreements_191-2018 NPS-2 1 (9111/18) AGREEMENT TO PERFORM NON-PROFESSIONAL SERVICES FOR EQUIPMENT AND SUPPLIES This agreement for the provision of OEM Cummins parts and services ("Agreement") is made and entered in this 16 day of October, 2018 ("Effective Date"), by and between the City of Redlands, a municipal corporation ("City)" and P & S Truck Center ("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 1 —ENGAGEMENT OF CONTRACTOR 1 1 City hereby engages Contractor to perform OEM Cummins parts and 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 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"A,"entitled"Scope of Services,"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 1 i 1ca1djmlAgreeme3its\P&S Truck Center Agreement.NPS 2-1 doc NPS-2 1 (9/11/18) 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 4.3 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 thirty one thousand dollars (S31,000 00) for a period of one year after the Effective Date, with two additional one-year renewal options bringing the total to an amount not-to-exceed ninety three thousand dollars($93,000 00) City shall pay Contractor on a time and materials basis up to the not to exceed amount in accordance with Exhibit "B" entitled"Price and Fee Bid" 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,the number of hours spent and by whom, and a description of reimbursable expenses related to the project 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,(n)five(5)days after deposit in first class registered mail,with return receipt requested, (in) on the actual delivery date if deposited with an overnight courier; or (iv)on the date sent by facsimile,if confu-med 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 CPY Contractor City Clerk Mary McKee, Owner City of Redlands P &S Truck Center 35 Cajon Street 161 East Valley Blvd , Rialto, CA 92376 P O Box 3005 (marling) pstruckcenter@hotmail.com Redlands, CA 92373 (909) 874-2000 jdonadlson@cityofredlands org (909) 798.7531 2 11caAm\Agreements\P&S Truck Center Agreement.NPS 2-1 doc NPS 2 1 (Rli i/18) ARTICLE 6—INSURANCE AND INDEMNIFICATION 6.1 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 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 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 3 11ca%djmlAgreements\P&S Truck Center Agreement.NPS 2 1 doc NP5-2 1 (9/11/18) 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, role 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, 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 Contractoi 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 Any assignment or attempted assignment without such prior written consent may, in the sole discretion of City,results in City's immediate termination 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 4 11ca1djmlAgreements\P&S Truck Center Agreement,NPS 2 1 doe NPS-2 1 (9/11/18) 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 Services. Contractor shall be compensated on a pro-rasa basis for Services completed up to the date of termination 8 5 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 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 5 I•IcaldjmlAgreemcntsT&S Truck Center Agreement.NPS 2-1 doe NPS-2 1 (9/11/18) IN WITNESS WHEREOF, duly authorized representatives of City and Contractor have signed In confirmation of this Agreement CITY OF REDLANDS P & S Truck Center y By k4 �- aul W Foster, Mayor Nia6f cKee, Owner ATTEST. JeKwe Donaldson, City Clerk b I 1ca\djm\Agreements\P&S Truck Center Agreement.NPS-2 I doc NPS-2 1 (9/11/18) EXHIBIT "A" SCOPE OF SERVICES Description of Specifications/Scope of Services The contractor's facility shall be a clean and safe working 1 environment The facility shall comply with all federal, state and local regulations The contractor's facility shall be located within a 20-mile driving 2 distance of the City Corporate Yard located at 1270 W Park Avenue The contractor shall demonstrate that they have the ability and 3 capacity to meet the City's need and requirements prior to award of the contract The contractor must be a full-service dealer that meets the Certification Requirements in Parks, Information, Tooling and 4 Training that are required to perform and warrant all customer services including product selection, installation, commissioning, maintenance, troubleshooting and repairs on components on all the products for which the dealer is certified The City has many vehicles in which LNG or CNG Is the primary fuel Contractor must have a repair facility that specifically meets S the requirements of Section 23117 regarding CNG and LNG fueled vehicles Details regarding the ventilation system, gas detection system and ventilation all must be in accordance with the section of the Code All Items provided under this agreement shall comply with all 6 applicable Federal, State and local regulations including State of California Motor Vehicle Code, if applicable The contractor shall be an established and factory authorized 7 Original Equipment Manufacturer(OEM) parts dealer and/or service center by the manufacturer for which they are bidding The contractor is required to maintain the minimum levels of information to assure that the correct and most current parts are used in service repairs, while providing the necessary technical $ support information Dealers are required to maintain an active subscription to Quick Serve On-Line (QSOL), the Quick Serve DVD or the full complement of the latest version of the printed hard copy service information for each of the products 7 11ca1djmlAgreements\P&S Truck Center Agreement.NPS 2 1 doe NP5 2 1 (9/11/18) The contractor is required to maintain the required levels of 9 mechanical and electronic tools for the service levels and products for which they are certified The quoted labor rate will be used to perform all repairs and all 10 parts used for repairs shall be priced in accordance with the price discount quoted in this agreement Prior to the commencement of any work or repairs on City equipment, contractor shall provide a written estimate to the City for the requested or recommended repairs Approval from an authorized representative of the City must be given prior to work 11 being performed and shall be based on the provided estimated cost If additional work is required, approval from the City must be obtained prior to work being completed The City will not be responsible for the costs associated with any unauthorized repairs All work shall be inspected by a representative of the City for proper completion and correction of the reported concerns If it is 12 determined that the concerns were not properly addressed or the quality of work is unacceptable, the contractor shall, at their ex erase, make the necessary corrections 13 The City may consider and allow on-site repairs/services when appropriate All items provided under this agreement shall be original equipment manufacturer(OEM) line of replacement parts All 14 items provided under this agreement shall be equivalent in function and workmanship to the parts originally supplied on the vehicle(s) unless superseded by the vehicle/equipment manufacturer No generic parts shall be supplied The contractor shall maintain adequate local inventory of popular items and items regularly stocked by the City, to meet the City's emergency needs Emergency needs shall be delivered within 15 three (3) hours of order, or shipped within the same business day if available and contractor's inventory location is not within the greater San Bernardino County Stock orders shall be delivered within two (2)working days of order, if available, from the manufacturer Back orders shall be filled within four (4)working days The City shall be notified of all back-orders If the contractor does not have the required part(s) in stock, contractor personnel shall determine if the City's need is 16 immediate If the successful contractor does not have the required item(s) on a regular basis, and/or frequently obtains parts from other dealers, the City may determine that the contractor does not "maintain ade uate inventory" and may terminate this agreement 8 11ca1djrn\Agreements\P&S Truck Center Agreement.NPS 2 1 doc NPS 2 1 (9/11/18) Availability and timely delivery are critical to the award and 17 maintenance of this agreement Failure to maintain adequate inventory or provide timely delivery shall be grounds for termination The successful contractor agrees to accept the return of unused 18 and undamaged items purchased through this agreement at 100% of the contract price Contractor is required to maintain qualified personnel Each location is required to have a qualified warranty administrator and at least one qualified technician for all of the products and service levels for which they are certified Only qualified technicians are authorized to perform warranty diagnosis and repair of 19 Cummins products at a given service level The City may request proof of technician's qualifications at any time. Technician qualification programs include e-learning through Cummins Virtual College (CVC), classroom hands-on training, written and proficiency assessments Cummins certification for technicians shall be submitted with the bid documents The provisions of this contract shall in no way prohibit the City 20 from purchasing the same products and/or services listed herein from another supplier 9 I 1ca\djmlAgreementsT&S Truck Center Agreement.NPS 2 1 doc NPS-2 1 (9/11/18) EXHIBIT "B" Price and Fee Bid PART 7 PRICE AND FEE BID Foi ferulshing the City of1tedlnuds linth high quality Cumininx Original Bquipmout Manufacturer(OEn replacement parts and repair services for medium and heavy duty vehicles as required[a accordance with the provisions and specifications contained herein The bid items listed are fot evaluation purposes only Quantities and items specified arc and annual estunate of the City's requirements Vendor agrees to furnish iuora of less than the estimates at the unit Prices quoted in accordance with avaflabihty of funds and actual deeds&q they aectu throughout the contract period Estimated annual expenditures and quantities listed on the Pricing Schedule are bused on the most reccnt historical usaac,and are subject to mcrease,or decrease Parts,DLU9itilt offered nl the table below shall be stated as a percental c less than the V:inu£acturer's commercial or flect rctud prioutg LabilrHatesnCfered in the table below shall be stated as the hourly shop labor rate for all Tcpairs and shall include all fees and surcharges No additioitiil fees and surchargcs are aliowc-d and no allowances will be made for utter hours or overtime labor Galculaflm To calculate the Extended Cost for parts,hidders alinll multiply the Discount Off Manufacturer's fist peree,itage offered times the Estimated Quantity and reduce the parts Estimated Quantity by the ealculatwd discount To calculate the Extended Cost fat services,Gidders shall multiply thi.Estlmatcd Quantity by thi.proposed Hourly E..abor Jute. Example Brand A " �20�fl� Farts 59�v � � $99 atl0 0© Brand A � �SQHous's 5opD4J4 �t Cummins S151000 Parts y. �� Cummins t r2OZh1j11_j Rap r&� Quantities are estimates for evaluation purposes only and the City will purchase more or less as necessary during this contract period 10 I IcaldimlAgreementslP&S Track Center Agreement.NPS 2 1 doe NPS-2 1 (9/11/18) 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 this State (b) By securing from the Director of Industrial Relations, a certificate of consent to self-insure, cither 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 4 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 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 P & S Truck Center Date h� By - VMcKee, Owner 11 I 1ca1djm\Agreemen0P&S Truck Center Agreement.NPS 2-1 doc