HomeMy WebLinkAboutContracts & Agreements_71-2019 NPS 2 1 (216/19)
AGREEMENT TO PERFORM NON-PROFESSIONAL SERVICES
FOR EQUIPMENT AND SUPPLIES
This agreement foi the provision of fleet tire supply and inventory control ("Agreement")
is made and entered in this 16th day of April, 2019 ("Effective Date"), by and between the City
of Redlands, a municipal corporation ("City") and Daniels Tire Service 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 perform fleet tire supply and inventory control
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
professional Contractors in the industry providing like and similar types of Services
ARTICLE 2—SERVICES OF CONTRACTOR
2 1 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, 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, and 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 The
Services shall commence immediately after the Effective Date of this Agreement
42 The term of this Agreement shall be for a period of one (1) yeai from the Effective Date
of this Agreement (the "Initial Term") The City shall have the option to extend the
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Initial Term of this Agreement by two (2) additional one-year 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 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 I The compensation for Contractor's performance of the Services shall not exceed the
amount of two hundred ninety seven thousand four hundred sixty five dollars and fifty
cents ($297,465 50) for the Services provided during the Initial Term Should this
Agreement be renewed, the compensation for Contractor's performance for the Services
shall not exceed the amount of two hundred ninety seven thousand four hundred sixty
five dollars and fifty cents ($297,465 50) for the second Renewal Term, and two hundred
ninety seven thousand four hundred sixty five dollars and fifty cents ($297,465.50) for
the third Renewal Term, bringing the total possible amount of compensation to a not-to-
exceed amount of eight hundred ninety two thousand three hundred ninety six dollars and
fifty cents ($892,396 50) For the Initial Term and each Renewal Term, City shall pay
Contractor on a time and materials basis up to the not to not-to-exceed amount in
accordance with the rates specified in Exhibit "B," entitled "Price and 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, the number of hours spent
and by whom, and a description of reimbursable expenses related to the Services 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; (n) five (5) days after deposit in first class registered mail, with
return receipt requested; (m) 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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City Contractor
City Clerk Robert Wood, Vice President of Sales
City of Redlands Daniels Tire Service Inc
35 Cajon Street 11850 Slauson Avenue
P O Box 3005 (mailing) Santa Fe Springs, CA 90670
Redlands, CA 92373 rwood@danielstireservice,com
idonadlson@cityofredlands org (562) 321-1279
(909) 798-7531
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 hanriless 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 Contractoi'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 revolve any City permit, license, application,
certification, approval, order or similar authorization or entitlement,
(m) 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
of 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 Fait 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
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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 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
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, of 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 6 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
8 7 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
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IN WITNESS WHEREOF, dolly authorized representatives of City and Contractor have signed
in confirmation of this Agreement,
CITY OF REDLANDS DANIELS TIRE SERVICE INC,
B � _ By
aul W Foster, Mayor Robert Wood, Vice President of Sales
ATTEST
Je e Donaldson, City Clerk
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EXHIBIT "All
!r
SCOPE OF SERVICES
The Contractor shall provide tire supply (including new and tire casing (recaps) and inventory
control Inventory shall be kept and maintained by contractor
Upon emergency request, contractor shall provide priority delivery service to the City of
Redlands during weekend, holidays, natural disasters and civil unrest as directed by the Fleet
Supervisor
Contractor shall maintain at its facility a 30-day supply of all safety tires. Various tubes, liners,
flaps and materials used during term of contract shall be maintained in accordance with the
usage rate Non-safety tires that have an estimated average annual usage number of 40 or
greater shall be kept in supply at the rate of 10% every 30 days
The City will not accept any new tires that have a production date in excess of one year at the
time of delivery to the City Contractor will accept stock returns within 3 years post
manufacturers production
Services in compliance with the latest editions of the California Vehicle Code, California Code
of Regulations,Federal Motor Vehicle Standards, Cal OSHA, and DOT Standards It is the intent
of the parties that contractor shall be responsible for the proper disposal of all byproducts,
remainder and waste resulting from its services under this Agreement
Contractor shall provide City with proof of compliance with all applicable permitting and
licensing laws, including but not limited to, copies of all permits, and shall immediately notify
City of any change in the status, or the terms or conditions, of any permit or license related to the
subject matter of this agreement Contractor shall also immediately notify City of any citation
received from this agreement or any investigation by any regulatory agency in any way related to
the subject matter
Scope of work for tire casing
I Re-treading and repairing of City tires and casings;
2 Tire casings shall be grade"A"virgin,
3 Warranties for all retreads and casings purchased,
a Warranty valid by manufacturer or one (1) year
4 Contractor shall provide a copy of an itemized list showing all casings picked up at the
City's site, each casing referenced in the same manner identified and marked by the
contractor, shall be provided to the City before the casings are removed, and
5 Contractoi shal l provide 100%completion of all casings picked up for repairs or re-
treading within five (5) working days
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EXHIBIT ►PBri
PRICE AND FEE SCHEDULE
Bid Price A Safety(Police Dept )Tires
Description Tire Size Quantity Unit Price Total Price
Al Goodyear Eagle RSA(pursuit) 245/55ZR18 150 $135 00 $20,250
A2 Goodyear Eagle RSA(pursuit) P235/55ZR17 100 $120 00 $12,000
Bid Price A TOTAL $32,250
Bid Price 6, Safety(Fire Dept}Tires
Description Tire Size Quantity Unit Price Total Price
61 Goodyear G296 385/65 R 22 5 50 $525 00 $26,250
B2 Goodyear G751 12R 22 5 50 $525.00 $26,250
Bid Pace'B 7QTA1 $5 '5. " .
Bid Price C. Solid Waste Dept Tires
Description Tare Size Quantity Unit Price Total Price
C1 Goodyear G289WHA(a/p tire new) 315180R 22 5 100 $390 00 $39 000
Goodyear G289WHA
C2 (recap) 315/80R 22 5 250 $179 91 $44,977 50
C3 Goodyear G751(a/p tire new) 111122 5 150 $450 00 $67,500
C4 Goodyear 686(drive tire recap) 11R 22 5 200 $148 94 $29,788
C5 Casings 315/80R 22 5 100 $95 00 $9,500
C6 Casings 11R 22 5 100 1 $65 00 $6,500
Bid Price C TOTAL $197,265 50
Bid Price D —Misc.Tires
Description Tire Size Quantity Unit Price Total Price
D1 Goodyear Wrangler SRA P265/70R16 25 $127 00 $3,175
D2 Goodyear Assurace Maxlife P225/501117 25 $92 00 $2,300
D3 Goodyear Wrangler SRA LT245/75R16 25 $139 00 $3,475
D4 Goodyear Wrangler SRA LT245/75R17 25 $140 00 $3,500
D5 Goodyear Wrangler SRA P245/70R17 25 $120 00 $3,000
Bid Price D TOTAL,, 415 450
V,
GRAND TOTAL:FROM i3lD PRICE A TNRO.U.GH 1316' RICE D. $297 465 50
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EXHIBIT licit
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
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
DANILES TIRE SERVICE INC Date. 1 // //Z2
By
Robert Wood, Vice President of Sales
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