HomeMy WebLinkAboutContracts & Agreements_128-2020NPS 2 1 (2/26/20)
AGREEMENT TO PERFORM NON-PROFESSIONAL SERVICES
FOR EQUIPMENT AND SUPPLIES
This agreement for the provision of auto body repair services ("Agreement") is made and
entered in this 16th day of June, 2020 ("Effective Date"), by and between the City of Redlands, a
municipal corporation ("City") and Fairview Ford Sales 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 1 — ENGAGEMENT OF CONTRACTOR
1 1 Effective July 1, 2020, City hereby engages Contractor to perform auto body 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 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,' 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 Christopher 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 The effective term of this Agreement shall be for a period of one (1) year from July 1,
2020 through June 30, 2021 (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 (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
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4 2 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 Seventy Three Thousand Eight Hundred Eighty Dollars ($73,880) 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 Seventy Three Thousand Eight Hundred Eighty Dollars ($73,880) for the first
Extended Term, and Seventy Three Thousand Eight Hundred Eighty Dollars ($73,880)
for the second Extended Term, bringing the total possible amount of compensation to a
not -to -exceed amount of Two Hundred Twenty One Thousand Six Hundred Forty
Dollars ($221,640) 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 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
Contractoi'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
City
City Clerk
City of Redlands
35 Cajon Street
P 0 Box 3005 (mailing)
Redlands, CA 92373
jdonadlson@cityofredlands org
(909) 798-7531
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Contractor
Shawn Sommer, Body Shop Manager
Fairview Ford Sales Inc
P O Box 1390
San Bernardino, CA 92410
Bodyshop@fairviewford coin
(909) 884-9261
(909) 884-3775 Fax
NPS 2 1 (2/26/20)
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
perforin 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,"
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 Contractoi 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 of 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
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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 01 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 Fan 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
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 any of its agents
shall have control ovei 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 Contractoi 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, 01 on behalf of City Contractor
shall have no authority, express or implied, to act on behalf of City in any capacity
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whatsoever as an agent, nor shall Contractor have any authority, express or implied, to
bind City to any obligation
8 4 This Agreement may be terminated by City, in its sole discretion, by providing not Tess
than ten (10) days prior written notice to Contractor of Citys 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 foi 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
Contractoi 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 of 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, duly authorized representatives of Cay and Contractor have signed
in confirmation of this Agreement
CITY OF REDLANDS
By(y
Paul W Foster, Mayor
ATTEST
nne Donaldson, City Clerk
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FAIRVIEW FORD SALES INC
By. -yccw•
ife J 4/6.
Shawn Sommer, Body Shop Maage
NPS -2 1 (2/26/20)
EXHIBIT "A"
SCOPE OF SERVICES
Contractor shall provide off-site automotive body repair services on an as -needed basis for the
City's fleet vehicles Ali work must be done per specifications, according to all applicable and
acceptable industry standards, of the highest quality workmanship, and completed by the time
required
Minimum Qualifications
Contractor shall supply copies of their State of California Bureau of Automotive Repair,
Hazardous Waste Identification Number, Spray Booth Permit Number, and Aluminum
Certification
Security
City vehicles, equipment, and materials shall be maintained in a secure storage at all times This
will help prevent theft, and vandalism from occurring
Materials and Equipment
Contractor shall only use Original Equipment Manufacturer (OEM) parts unless authorized by
Fleet Superintendent, and/or City Representative
Estimates:
Contractor shall submit a final estimate, which is true and accurate, of the body repair to the
Fleet Superintendent, and/or City Representative for consideration and authorization
Pick-up and delivery
Contractor shall provide pickup and delivery services as requested to the Equipment
Maintenance Corporate Yard, U70 W Park Avenue #Bldg E 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
contractor
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EXHIBIT "B"
(Price and Fee Bid)
FCS03I02020MD Auto Bodv Repair Services
ANNUAL ESTIMATES
Labor Type
Estimated
Quantity
Price Per Service
TOTAL AMOUNT
(A)
(B)
(C)
(A) x (B) = (C )
1 Labor Rate BODY
100
$ 45 00 p/hour
$ 4,500 00
1C
2 Labor Rate Heavy -Duty (Class 8
& Above) BODY
100
$ 65 00 p/hour
$ 6 500 00
2C
3 Labor Rate Mechanical
80
$ 65 00 p/hour
$ 5,200 00 3C
4 Labor Rate Heavy Duty (Class 8
& Above) MECHANICAL
60
$ 80 00 p/hour
$ 4,800 00 4C
5 Labor Rate Frame
40
$ 65 00 p/hour
$ 2,000 00 5C
6 Labor Rate Paint — Body Paint
Work
100
$ 45 00 p/hour
$ 4,500 00 6C
7 Aluminum Labor Rate BODY
20
$ 80 00 p/hour
$ 1,600 00 7C
8 Paint Materials Rate
20
$ 34 00 p/hour
$ 680 00 8C
9 Hazardous Material Disposal
100
$ 15 00 Lot
$ 1,500 00 9C
10 Pick-up and delivery charge, per
vehicle
20
$ 0 Lot
$ 0 10C
�..�.
ti
Subtotal
$ 31 880 00
Est'd Net
�-F Cost of Parts
Bidder's mark up percentage
(ex 10%, 15%, 25%)
TOTAL AMOUNT
(see Note 1)
(A)
II3
(C)
5111t&-; ��
ZittW' yam," s
(A) x (B) + (A) = (C)
11 Parts $35,000
20%
$ 42,000 00
11C
x 2 A
GRAND TOTAL. (IC) THRU
(i1C}
$ 73,880 00
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PARTS (discount on Parts Costs)
Name of Flat Rate Manual (if applicable)
Name of Parts Price Sheet Of applicable)
Note 1 Example of Calculating the Bidder's Total Amount The estimated net cost of Thirty -Five Thousand
Dollars ($35,000) (A) at a Bidder's mark-up percentage 5% (B), plus the estimated net cost (A), will result in a
Total Price of Thirty Six Thousand Seven Hundred Fifty Dollars ($36,750) (C) (($35,000 x 5%) +$35,000)
Note 2 The above quantities for labor and parts are estimates used for bid purposes The Equipment Maintenance
Division will not guarantee a minimum of labor and parts for the work
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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
(b
By being insured against liability to pay compensation by one or more insurers
duly authorized to write compensation insurance in this State
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 §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
FAIRVIEW FORD SALES INC
Shawn Sommer, Bo %y fop Manager
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