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HomeMy WebLinkAboutContracts & Agreements_114-2019NPS 2 1 (2/6/19) AGREEMENT TO PERFORM NON-PROFESSIONAL SERVICES FOR EQUIPMENT AND SUPPLIES This agreement for the provision of repair parts for heavy duty trucks ("Agreement") is made and entered in this 18th day of June, 2019 ("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 herem 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 repair parts for heavy duty trucks 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 practicmg 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 mciudmg, 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 3 2 City designates Chris Boatman, Quality of Life Department, as City's representative with respect to performance of the Services, and such person shall have the authority to transmit mstructions, 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 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 the Effective Date of this Agreement 4 2 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) additional one-year terms (each, an "Extended Term"), on the same terms and conditions, by providing written notice to Contractor at least thirty 1 L IcalcbmlAgreements\P & S Truck Center Agreement.doexp NPS -2 1 (2/6/19) (30) days prior to the expiration of the Initial Term of any Extended Term The Initial Term and the Extended Terms are collectively referred to herein as the "Tenn" of this Agreement 4 3 If Contractor's Services include deliverable electronic visual presentation materials, such matenais shall be delivered m 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 compensation for Contractor's performance of the Services shall not exceed the amount of Twenty Two Thousand Five Hundred Sixty Five Dollars Sixty Cents ($22,565 60) 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 Twenty Two Thousand Five Hundred Sixty Five Dollars Sixty Cents ($22,565 60) for the second Renewal Term, and Twenty Two Thousand Five Hundred Sixty Five Dollars Sixty Cents ($22,565 60) for the third Renewal Term, bringing the total possible amount of compensation to a not -to -exceed amount of Sixty Seven Thousand Six Hundred Ninety Six Dollars Eighty Cents ($67,696 80) 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 Bid," which is attached hereto and incorporated herein by reference 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, 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, (ii) 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 courser, or (iv) on the date sent by facsimile, if confirmed with a copy sent contemporaneously by first class, certified, registered or express mail, m 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 City Clerk City of Redlands 35 Cajon Street P 0 Box 3005 (mailing) Redlands, CA 92373 jdonadlson@cityofredlands.org (909) 798-7531 2 L Ica\d}m\Agreements'P & S Truck Center Agreement,docx.in Contractor Mary McKee, Owner P & S Truck Center 161 East Valley Blvd Rialto, CA 92376 pstruckcenter@hotmail coin (909) 874-2000 NPS 2 1 (2/6/19) 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 m 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, combmed 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 elfinsurance maintained by City 6 2 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 m real property or investment that would be affected m 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 L 1ca\djm\AgreementsW & S Truck Center Agreement.docx.in NPS 2 1 (216119) 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, (n) issue, deny, suspend or revoke any City permit, hcense, apphcation, certification, approval, order or similar authonzation 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 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 m City's Conflict of Interest Code under Government Code section 87302 7 3 In the event City 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 8 2 Contractor shall not assign any of the Services, except with the pnor written approval of City and in strict compliance with the terms and conditions of this Agreement Any assignment or attempted assignment without such pnor written consent may, in the sole discretion of City, results in City's immediate termination of this Agreement 8 3 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 authonty, express or implied, to act on behalf of City m any capacity whatsoever as an agent, nor shall Contractor have any authonty, express or implied, to bind City to any obligation 4 L lealdjmlAgreements\P & S Truck Center Agreement,docx jn NPS -2 1 (2/6/19) 8 4 This Agreement may be terminated by City, m 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 discontmue 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 forrn, where applicable) of project related data, drawmgs, 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 penod of three (3) years, or for any longer penod 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 m 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 contamed herem, unless to do so would deprive a Party of a material benefit of its bargain under this Agreement 5 L Icaldjm\AgreementsWP & S Truck Center Agreement.docx.jn NPS -2 1 (216/19) IN WITNESS WHEREOF, duly authorized representatives of City and Contractor have signed in confirmation of this Agreement CITY OF REDLANDS By sT-_ Denise Davis, Mayor Pro Tem M P & S TRUCK CENTER By ATTEST Donaldson, City Clerk 6 L IcaldjmIAgreements \P & S Truck Center Agreement.doex.jn ee, Owner NPS -2 1 (2/6/19) EXHIBIT "A" SCOPE OF SERVICES Contractor shall supply heavy duty repair truck parts in a timely efficient manner Contractor will work collaboratively with staff to supply parts to repair various makes and models of heavy duty trucks Primary equipment manufacturers are • International • Autocar • Peterbilt 7 L Icaldjm\Agreements\P & S Truck Center Agreement.docx,in NPS 21(216119) EXHIBIT "B" PRICE AND FEE BID Quantities and items specified are an annual estimate of the City's requirements Contractor agrees to furnish more or Tess than the estimates at the unit prices quoted in accordance with availability of funds and actual needs as they occur throughout the contract period Estimated annual expenditures and quantities listed on the Price and Fee Bid are based on the most recent historical usage and are subject to increase or decrease "a _. `°'✓ zlte z ,..a�,"G^ ,f ,�„s Parts Descri tion ^r ,U' .a ?.``s' f X r - - ^,c :�^`z baa ar ff °c :- �. 'w ':i'r,'r Brad r,.�`, ,''�L ""a ,". �� �"'";:..a"`. ;�.'" of G..zk. :,'z�,,'. yr (Price { r` mss. ~mssI �'". ,Core Charge if a ticahle ;? �'�.•,„c 'sial Price 1 Brake Shoes Kit (Front w/23,000 Ib linrng) GG47020 Haldex 25 each $ 48 60 $ 5 00 $ 1340 00 2 Brake Shoes Kit (Rear) GG47072 Haldex 25 each $ 51 06 $ 5 00 $ 1401 50 3 Brake Drum (Front) 615288 Webb 25 each $ 85 80 $ 0 $ 2145 00 4 Brake Drum (Rear) 66884E Webb 25 each $ 85 00 $ 0 $ 2125 00 5 Universal Joint M676X Merritor 10 each $ 37 23 $ 0 $ 372 30 6 Fan Clutch 90000 Kit Master 5 each $ 495 00 $ 0 $ 2475 00 7 Radiator 5900-06ST Active 5 each $ 714 00 $ 0 $ 3570 00 8 Water Pump RW6079X Haldex 10 each $ 65 00 $ 20.00 $ 850 00 9 Rear Brake Chamber GC3030P40 Haldex 10 each $ 33 78 $ 0 $ 337 80 10 Power Steering Gear Box TAS65008X Steering Camp 5 each $ 487 00 $ 100 00 $ 2935 00 11 AC Compressor 03-3002 E Truck Air 25 each $ 194 40 $ 0 $ 4860 00 12 AC Drier 07 0602A Truck Air 10 each $ 15 40 $ 0 $ 154 00 Prices shall include, but not be limited to, overhead costs, freight delivery, and all related fees of Column 1 GRAND TOTAL $ 22,565 60 *A core charge is a fee that is added to the pnce of parts When the old part (the core) is returned the City shall be reimbursed 8 L•1ca1djm\AgreementsW1) & S Truck Center Agreement.docx.jn NPS -2 1 (2/6/19) 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) (b) CHECK ONE By being insured against liability to pay compensation by one or more insurers duly authorized to write compensation insurance in this State By secunng from the Director of Industnal 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 (/ 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-msurance in accordance with the provisions of that Code, and I will comply with such provisions before commencmg 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 m 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 mformation and representations made in this certificate are true and correct / P & S TRUCK CENTER By /�_ Mckee, Owner 9 L 1ca\djm\Agreements\P & 5 Truck Center Agreement.docx.jn Date //7 77