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HomeMy WebLinkAboutContracts & Agreements_16-2020NPS-2.1 (08/2/19) AGREEMENT TO PERFORM NON-PROFESSIONAL SERVICES FOR EQUIPMENT AND SUPPLIES This agreement for the provision of Ford Original Equipment Manufacturer ("OEM") parts and repairs ("Agreement") is made and entered in this 4th day of February, 2020 ("Effective Date"), by and between the City of Redlands, a municipal corporation ("City") and Ken Grody Ford -Redlands ("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 provide Ford OEM parts and repair 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 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," titled "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. 3.2 City designates Chris Boatman, Facilities and Community Services 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 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." The Services shall commence immediately after the Effective Date of this Agreement. 1 LAca\djmlAgreements\Ken Grody Ford -Redlands Aereement.NPS-2.1 2.4.20.doc.jn NPS-2.1 (08/2/19) 4.2 The term of this Agreement shall be for a period of four (4) months from the Effective Date of this Agreement (February 4, 2020 — June 17, 2020; the "Initial Term"). 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 hereof, by providing written notice to Contractonat 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. 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 compensation for Contractor's performance of the Services shall not exceed the amount of Thirty Five Thousand Dollars ($35,000) for the Services provided during the Initial Term. Should this Agreement be extended, the compensation for Contractor's performance for the Services shall not exceed the amount of Ninety Five Thousand Three Hundred Twenty Five Dollars ($95,325) for the first Extended Term; and Ninety Five Thousand Three Hundred Twenty Five Dollars ($95,325) for the second Extended Term, bringing the total possible amount of compensation to a not -to -exceed amount of Two Hundred Twenty Five Thousand Six Hundred Fifty Dollars ($225,650). For the Initial Term and each Extended Term, City shall pay Contractor on a time and materials basis up to the not to not -to -exceed amount for such Initial Term or Extended Term in accordance with the rates specified in Exhibit "B," titled "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; (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: 2 LAca\djm\AgreementslKen Grady Ford -Redlands Agreement,NPS-2.1 2.4.20.docjn NPS-2.1 (08/2/19) iy City Clerk City of Redlands 35 Cajon Street P.O. Box 3005 (mailing) Redlands, CA 92373 If jdonadlson@cityofredlands.org (909) 798-7531 Contractor Adam Perez, Parts Manager Ken Grody Ford -Redlands 1121 W. Colton Avenue Redlands, CA 92374 Aperez@redlandsford.com (909) 793-3211 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 "D" titled "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. 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. 3 UcaldjmlAgreements\Ken Grody Ford -Redlands Agreement.NPS-2.1 2.4.20Aoc.jn NP5-2.1 (08/2/19) 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. 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; (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; (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. 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 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. 4 LAcaldim\Agree€nents\Ken Grody Ford -Redlands Agreement.NPS-2.1 2.4.20,docin NPS-2.1 (08/2119) 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 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. • r 8.4 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, 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. 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. 5 L:kaldjmlAgreementslKen Grody Ford -Redlands Agreement.NPS-2.1 2.4.20.doc jn NPS-2.1 (08/2/19) IN WITNESS WHEREOF, duly authorized representatives of City and Contractor have signed in confirmation of this Agreement. CITY OF REDLANDS By Paul W. Foster, Mayor ATTEST: v� i0ne Donaldson, City Clerk KEN GRODY -REDLANDS By: Ad erez, Parts Manager 6 L:1ca1djrn AgreementslKen Grody Ford -Redlands Agreement.NPS-2,1 2.4.20.doc.jn NPS-2. [ (0812119) EXHIBIT "A" SCOPE OF SERVICES Contractor to provide Ford OEM Parts and Repairs for: A. Ford Motor Company Contractor shall provide high quality Certified Ford Original Equipment Manufacturer parts and repair service to City -owned Ford Motor Company automobiles; including cars, light duty and medium duty trucks, vans, and SUVs. All repairs must use Ford Original Equipment Manufacturer replacement parts. Contractor shall furnish all supplies, materials, labor, tools, equipment and transportation, and perform all requested services to the satisfaction of the City of Redlands. Contractor must' be Ford Motor Company authorized dealers capable of performing all warranty, diagnostic, general, and specialized repairs. Contractor must be able to provide factory authorized warranty and service support. Pick-up and delive : Contractor shall provide pickup and delivery services as requested to the Equipment Maintenance Corporate Yard, 1270 W. Park Avenue #Bldg. E. The Contractor must pick up and drop off, or arrange for pickup and drop off of City vehicles from City Corporate Yard, using shop tow truck or towing subcontractor. Upon making a request, vehicles are to be picked up by the Contractor from the City Corporate Yard within 24 hours of request for repairs. Upon completion of the work, the Contractor will have 24 hours to deliver the vehicle to the City Corporate Yard. In the event that the Contractor is unable to make pick up or delivery within 24 hours, or cannot complete the repair for any other reason, Contractor must inform Fleet Superintendent when the order is placed. In such a case, the City reserves the right to procure the service from another vendor. All deliveries under this agreement shall be accompanied by one copy of a delivery tag. All delivery tags shall include the Contractor's name, the City's contact number, the date of the order, and itemized list of the materials furnished, including quantity, unit price and extension of each item, less applicable discount. Repairs to Ford vehicles shall only be made after an itemized part and labor estimate has been submitted and authorization by the Fleet Superintendent has been given. Upon completion of repair and delivery of vehicle, the vehicle will be inspected before acceptance by the Fleet Superintendent or Fleet Mechanics of the City of Redlands for workmanship, appearance, proper functioning, of all items and equipment, and conformance to all other requirements of this specification. If deficiencies are found, it shall be the responsibility of the Contractor to pick up the vehicle, make necessary correction and redeliver the vehicle for re -inspection and acceptance. Payment will not be made until corrective action has been made. 7 L:1cMdjm\Agreernents\Ken Grody Ford -Redlands Agreement.NPS-2.1 2.4.20.doc jn NPS-2.1 (08/2/19) FORD OEM PARTS AND REPAIRS Contractor's facility shall be a clean and safe working environment. The facility shall comply with all federal, state, and local regulations Contractor shall be an established and factory authorized Original Equipment Manufacturer (OEM) parts dealer and/or service center for Ford products. All Items provided under this agreement shall comply with all applicable Federal, State and local regulations including State of California Motor Vehicle Code, if applicable. Authorized representative(s) of the City of Redlands shall be permitted to inspect the Contractor's facility on a periodic basis. More frequent inspections shall be permitted to resolve repair issue and/or concerns by City representatives. 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. Contractor is required to maintain the required levels of mechanical and electronic tools for the service levels and products for which they are certified. Prior to contract being awarded, the most current published price list or a link with Dealer Cost pricing will be requested and must be provided to the City Fleet Manager. 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 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 determined that the concerns are not properly addressed, or the quality of work is unacceptable, the Contractor shall, at their expense, make the necessary corrections. All items provided under this agreement shall be original equipment manufacturer (OEM) line of replacement parts. All 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. 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 three (3) hours of order; or shipped within the same business day if available and Contractor's inventory location is not within the greater Redlands region. Wholesale parts shall be delivered within two (2) hours 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. Contractor agrees to accept the return of unused and undamaged items purchased through this agreement at 100% of the contract price. The provisions of this contract shall in no way prohibit the City from purchasing the same products and/or services listed herein from another supplier. L:1ca\djmlAgreements\Ken Grody Ford -Redlands Agreement.NPS-2.1 2.4.20.doc.jn EXHIBIT "B" PRICE AND FEE BID OPTION 1A: NPS-2.1 (08/2/19) FORD OEM PARTS AND REPAIRS INITH PICK-UP &0D DELIVERY „QF VEHICLES 1 Hourly Labor Rate 435 Hours $ 75.00 $ 32,625 2 Pick-up and delivery charge, per vehicle 60 vehicles $ 0 $ 0 3 Parts and Materials: Dealer Cost plus_% Markup ($57,000 x % Markup = Unit Cost), Unit Cost + $57,000 = Extended Cost $57,000 $ 5,700 $ 62,700 TOTAL BI©$ 95,325 OPTION 1 B: FORD OEM PARTS AND REPAIRS WITHOUT PICK-UP AND DELIVERY OF VEHICLES is ..�l�T pp # .. ...:: .... ..:... .. .._©{}$��1�%1E���... �. ,.-,.,....s'✓ ,._�,: �. �����„- ...., ...�in ltl Cn�t^ .....<.:; Cnsi.:: ,.. ... ..:;::: 1 Hourly Labor Rate 435 Hours $ 75.00 $ 32,625 Parts and Materials: Dealer Cost plus (_% Markup ($57,000 x % Markup = Unit Cost), 2 (Unit Cost + $57,000 = Extended Cost) $57,000 $ 5,700 $ 62,700 TOTAL BID [$ 95,325 9 LACa\djmlAgreements\Ken Grody Ford -Redlands Agreement.NPS-2.1 2.4.2U.doc.jn NPS-2.1 (08/2/19) 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) 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 t/ 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 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. Ken rody Ford -Red s By: Adam Perez, Parts Manager Date: ( -3 r - a©a/D 10 UcaldjmlAgreements\Ken Grody Ford -Redlands Agreement.NPs-2.1 2.4.20.doc.jn t a Page 1 of 1 Mr. Perez, Please print two (2) copies of the attached agreement, sign each one, and hand deliver and/or Fed Ex Overnight to the following address: Attn: Jeanne Donaldson 35 Cajon Street, Suite 2 Redlands, CA 92373 Please keep in mind the City Council Meeting is scheduled for Tuesday, February 4th and the signed agreements should be delivered before 4 P.M. If you have any questions please feel free to reach me. Best Regards, Monica Duran I Senior Administrative Assistant Facilities and Community Services Department City of Redlands 1270 W. Park Ave. Bldg E Redlands, CA 92373 Cell: 909.747.7657 Note: The information contained in this e-mail message is intended only for the personal and confidential use of the designated recipient(s) named above. !f the reader of this message is not the intended recipient(s) or an agent responsible for delivering it to the intended recipient(s), you are hereby notified that you have received this document in error, and that any review, dissemination, distribution, or copying of this message is strictly prohibited. !f you have received this communication in error, please notify the sender immediately by telephone. https://mail.kengrodyford.com/owaf?ac=Item&a=Open&t=IPM,Note&id=RgAAAABO%2... 1 /3 I/2020