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HomeMy WebLinkAboutContracts & Agreements_130-2020NPS 2 1 (2/26/20) AGREEMENT TO PERFORM NON-PROFESSIONAL SERVICES FOR EQUIPMENT AND SUPPLIES This agreement for the provision of maintenance and service for heavy duty off-road equipment ("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 Quinn Company ("Contractoi") City and Contractor are sometimes individually referred to herein as a "Party" and, togethei, as the "Parties " In consideration of the mutual promises contained herein, City and Contractoi agree as follows ARTICLE 1 — ENGAGEMENT OF CONTRACTOR 1 1 Effective July 1, 2020, City hereby engages Contractor to perform maintenance and service for heavy duty off-road equipment 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 similai types of Services ARTICLE 2 — SERVICES OF CONTRACTOR 2 1 The Services that Contractoi shall perform are more particulaily described in Exhibit "A," titled "Scope of Services," which is attached hereto and incorporated herein by reference 2 2 Contractoi 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 author ity 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 of any 1 L \caldjm\AgreeinentslQuinn Company Agreement NPS 2 1 doc {n Extended Term The Initial Terin and the herein as the "Term" of this Agreement 4 2 If Contractor's Services include deliverable materials shall be delivered in a form, and City Council adopted policy foi the same obtain a copy of such policy from City staff NPS 2 1 (2/26/20) Extended Terms are collectively referred to electronic visual presentation materials, such made available to the City, consistent with It shall be the obligation of Contractor to ARTICLE 5 — PAYMENTS TO CONTRACTOR 5 1 The compensation foi Contractor's performance of the Services shall not exceed the amount of Two Hundred Four Thousand Five Hundred Dollars ($204,500) for the Services provided dui ing the Initial Term Should this Agreement be extended, the compensation foi Contractor's performance for the Services shall not exceed the amount of Two Hundred Four Thousand Five Hundred Dollars ($204,500) for the first Extended Term, and Two Hundred Four Thousand Five Hundred Dollars ($204,500) for the second Extended Term, bringing the total possible amount of compensation to a not -to -exceed ainount of Six Hundred Thirteen Thousand Five Hundred Dollars ($613,500) For the Initial Term and each Extended Term, City shall pay Contractoi 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 Contractoi shall submit monthly invoices to City describing the Services performed during the preceding month Contractor's invoices shall include a br ref description of the Services performed, the dates the Services were performed, the numbei of hours spent and by whom, and a description of reimbursable expenses related to the Services City shall pay Contractoi no later than thirty (30) days after receipt and approval by City of Contractor's invoice 5 3 Any notice oi othei communication required, oi 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, (it) 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, oi such othei 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 L lealdtmlAgreements\Quinn Company Agreement NPS 2 1 doc jn Contractor Scott Ashley PSSR Quinn Company 800 E La Cadena Riverside, CA 92507 Scott Ashley@qurnncompany coin (951) 686-4560 (951) 276-8327 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 pei formance of the Services Contractor shall not perform any Services unless and until the required insurance listed below is obtained by Contractor Contractoi shall provide City with certificates of insurance and endorsements evidencing such insurance prioi to commencement of the Services Insurance policies shall include a provision prohibiting cancellation or modification of the policy except upon thirty (30) days prioi written notice to City A Workers' Compensation and Employer's Liability insurance in the amount that meets statutory requirements with an insurance carnet acceptable to City, or certification to City that Contractor is self-insured 01 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, pilot 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) pet occurrence and Two Million Dollars ($2,000,000) aggregate, for public liability, property damage and personal injury is required City shall be named as an additional insured and such insurance shall be primary and non-contributing to any insurance or self-insurance maintained by City C Business Auto Liability coverage, with minimum limits of One Million Dollars ($I,000,000) per occurrence, combined single limit bodily injury liability and property damage liability This coverage shall include all Contractot 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 pi imary and non-contributing to any insurance 01 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 of liability, including attorneys' fees, arising from injury or death to persons 01 damage to property occasioned by any negligent act 01 omission by, or the willful misconduct of, Contractoi, or its officers, employees and agents in performing the Services ARTICLE 7 — CONFLICTS OF INTEREST 7 1 Contractoi covenants and represents that it does not have any investment or interest in any real property that may be the subject of this Agreement 01 any other source of income, interest in real property of investment that would be affected in any manner or degree by the performance of Contractor's Services Contractoi 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\Agreements\Quinn Company Agreement NPS 2 1 doe.jn NPS -2 1 (2/26/20) 7 2 Contractoi agrees it is not a designated employee within the meaning of the Political Reform Act because Contractoi A Does not make a governmental decision whether to (i) approve a rate, rule or regulation, 01 adopt or enforce a City law, (ii) issue, deny, suspend or revoke any City permit. license, application, certification, approval, oidei or similar authorization of entitlement, (iii) authorize City to entei into. modify 01 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 of similai item, (vi) adopt, 01 grant City approval of, policies, standards or guidelines foi City of foi 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 of substantially the same duties fot 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, Contractoi shall complete and file a Faii 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 oi interpret any of the terms 01 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 01 attempted assignment without such picot written consent may, in the sole discretion of City, results in City's immediate termination of this Agreement 8 3 Contractoi is foi all purposes under this Agreement an independent contractor and shall perform the Services as an independent contractoi Neither City not any of its agents shall have control over the conduct of Contractor 01 Contractor's employees, except as herein set forth Contractoi shall supply all necessary tools and instrumentalities required to perform the Services Assigned personnel employed by Contractoi are foi its account only, and in no event shall Contractor 01 personnel retained by it be deemed to have been employed by City oi engaged by City for the account of, 01 on behalf of City Contractoi shall have no authority, express 01 implied, to act on behalf of City in any capacity whatsoever as an agent, nor shall Contractor have any authority, express oi implied, to bind City to any obligation 4 L lcaldjmlAgreemcnts\Quinn Company Agreement NPS 2 1 doc jn NPS 2 1 (2/26/20) 8 4 This Agreement may be terminated by City, in its sole discretton, by providing not less than ten (10) days pilot written notice to Contractoi of City's intent to terminate If this Agreement is terminated by City, an adjustment to Contractor's cornpensation shall be made, but (1) no amount shall be allowed foi anticipated profit 01 unperformed Services, and (2) any payment due Contractoi at the time of termination may be adjusted to the extent of any additional costs to City occasioned by any default by Contractoi Upon receipt of a termination notice, Contractoi shall immediately discontinue its provision of the Services and, within five (5) days of the date of the termination notice, deliver 01 otherwise snake available to City, copies (in both hard copy and electronic form, where applicable) of project related data, drawings, specifications, reports surnmai ies and such other information and materials as inay have been accumulated by Contractoi in performing the Services Contractoi 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 foi a period of three (3) years, 01 fot 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 fot 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 fot 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 01 unenforceable by a court of competent jurisdiction, the same shall be deemed severable from the remainder of this Agreement and shall not affect, impair of 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 1caldjmlAgrcements\Qinnn Company Agreement NPS 2 1 doe in NPS -2 1 (2/26/20) 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 e Donaldson, City Clerk 6 L 1ca\djm\Agreements\Quinn Company Agreement NPS -2 1.doc.jn QUINN COMPANY c�ott Ashley, PSSR NPS -2 1 (2/26/20) EXHIBIT "A" SCOPE OF SERVICES Contractors shall perform preventative maintenance and repair services that include, but are not limited to, work on brakes, suspension, heat/air conditioning systems, electrical systems, minoi engine repair, and other repairs normal and customary for routine repair of a commercial heavy duty off-road fleet • Ability to have a turnaround time of two (2) business days for PM services and routine repair as a result of the PM Service Otherwise approved by Fleet Supervisoi • The technician must include observations and explanations for any further needed repairs and must seek approval by the Fleet Supervisoi before repairs are made • Original Equipment Manufacturer (OEM) parts must be used • Wolk collaboratively with staff to meet the following key components of the vehicle maintenance program • Comprehensive, preventative maintenance schedule • Full utilization of standard warranty coverage • Customer service responsiveness to maximize cost efficiencies, minimize unscheduled repairs and down time • A preventative Maintenance Service checklist shall be completed by the technician and attached to the invoice submitted to the City for every vehicle serviced PM SERVICE - OFF-ROAD HEAVY EQUIPMENT (CATERPILLAR) INSPECTION CHECK LIST Every 250 Service Hours or Monthly • Axle universal Joint (rear) • Cooling system coolant additive (DEAC) • Differential oil level (front) • Differential oil level (mai) • Engine oil and filter • Extendable stick • Final drive oil level (front) • Final drive oil level (reai) • Kingpin beatings (real) • Sideshift stabilizei wear pads • V -belts 7 L lcaldimlAgreements\Quinn Com pan} Agreement NPS 2 1 doc in Every 500 service hours or 3 months for machines used in severe applications • Differential oil (rear) Every 1000 service hours or 6 months • Differential oil (front) • Differential oil (real) • Engine valve lash • Final drive oil (front) • Final drive oil (real) • Rollovei protective structure (ROPS) • Transmission magnetic screen • Transmission oil • Wheel bearings (front) Every 2000 service hours or 1 year • Engine valve lash • Hydraulic system oil Every 3000 service hours or 2 years • Cooling system coolant (DEAC) • Cooling system coolant extender • Cooling system water temperature regulatoi Every 6000 service hours or 4 years • Cooling system coolant (ELC) 8 L Icaldjm\AgreementslQuinn Company Agreement NPS 2 t doejn NPS -2 1 (2/26/20) EXHIBIT "B" (Price and Fee Bid) Maintenance and Service for Heavy Duty Off -Road Equipment ANNUAL ESTIMATES NPS -2 1 (2/26/20) Description Type Estimated Quantity Price Per Service TOTAL AMOUNT (A) (B) (C) (A)x(B)=(C) 1 PM Hourly Rate 200 $ 165 00 p/hour $ 33 000 00 1C 2 Standard Repair Hourly Rate 200 $ 140 00 p/hour $ 28,000 00 2C 3 Overtime Hourly Rate 80 $ 225 00 p/hour $ 18 000 00 3C 4 Field Labor Rate 80 $ 165 00 p/hour $ 13,200 00 4C 5 Emergency Call Hourly Rate 40 $ 225 00 p/hour $ 9,000 00 5C 6 Fabrication Hourly Rate 20 $ 165 00 p/hour $ 3 300 00 6C Est'd Net Cost of Parts (A) Subtotal Bidder's mark-up percentage (ex 10%, 15%, 25%) (B) $ 104,500 00 TOTAL AMOUNT (see Note 1) (C) (A) x (B) + (A) = (C) 7 Parts $100 000 0% $ 100 000 00 7C GRAND TOTAL (1C) THRU (7C) $ 204,500 00 PARTS (discount on Parts Costs) Name of Flat Rate Manual (if applicable) N/A Name of Parts Price Sheet (if applicable) N/A Note 1 Example of Calculating the Bidder's Total Amount The estimated net cost of One Hundred Thousand Dollars ($100,000) (A) at a Bidder's mark-up percentage 5% (B), plus the estimated net cost (A), will result in a Total Price of One Hundred Five Thousand Dollars ($105,000) (C) (($100,000 x 5%) +$105,000) 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 9 L lealdjmlAgrcements\Quinn Company Agreement NPS 2 1 doc,jn NPS 2 1 (2/26/20) EXHIBIT "C" WORKERS' COMPENSATION INSURANCE CERTIFICATION Every employee, except the State, shall secure the payment of compensation in one of 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 Indust' 'al Relations, a certificate of consent to self -insure, either as an individual employer, of 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 01 her employees CHECK ONE 1 am aware of the provisions of Section 3700 of the Labor Code which requires every employer to be insured against liability foe 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 rriannet such that 1 become subject to the workers' compensation laws of California However, at any time, if I employ any person such that 1 become subject to the workers' compensation laws of California, immediately I shall provide the City with a certificate of consent to self -insure, 01 a certification of workers' compensation insurance 1 certify under penalty of penury under the laws of the State of California that the information and representations made in this certificate are true and correct QUINN COMPANY 41ff •1���� Scott Ashley PSSR 10 L lcaldjmlAgreements\Quinn Company Agreement NPS 2 I docjn Date ` 11-0