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HomeMy WebLinkAboutContracts & Agreements_11-2013_CCv0001.pdf AGREEMENT TO PERFORM NON-PROFESSIONAL SERVICES This agreement for the provision of vehicle maintenance and repair services ("Agreement") is made and entered in this 5th day of February, 2013 ("Effective Date"), by and between the City of Redlands, a municipal corporation ("City)" and Crest Chevrolet ("Contractor"). City and Contractor are sometimes individually referred to herein as a"Party" and,together, as "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 vehicle maintenance 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 practicing 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 any applicable state prevailing wage laws. ARTICLE 3 —RESPONSIBILITIES OF CITY 3.1 City shall make available to Contractor public information in its possession that may assist Contractor in performing the Services. 3.2 City designates Fred Cardenas, City's 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, 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 as reasonably requested from time to time by City. The Services shall commence within ten (10)days of the Effective Date of this Agreement. 4.2 During the term of this Agreement, City may request that Contractor perform Extra Services. As used herein,"Extra Services— means any work that is determined necessary P1ca\djm'1,Agreements'xCrest Chevrolet Services Agreement.doc by City for the proper completion of the Set-vices, but which the Parties did not reasonably anticipate would be necessary at the time of execution of this Agreement. Provided the Extra Services do not exceed twenty percent (20%) of the compensation to be paid by City to Contractor for the Services, such Extra Services may be agreed to by official in accordance with Chapter 2.16 of the Redlands Municipal Code. Contractor shall not perform, nor be compensated for, Extra Services without such written authorization from City. 4.3 The term of the 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) one-year additional terms (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. ARTICLE 5 —PAYMENTS TO CONTRACTOR 5.1 The total compensation for Contractor's performance of the Services shall not exceed the amount of Ninety Thousand Dollars ($90,000)for parts and supplies and Sixty Thousand Dollars($60,000) for labor, for a total of One Hundred Fifty Thousand Dollars ($150,000). City shall pay Contractor on a time and materials basis up to the not to exceed amount based upon the unit prices and hourly rates shown in Exhibit"B." Payments to Contractor will be adjusted annually, if the Initial Term of this Agreement is extended,up to an amount equivalent to any increase in the Consumer Price Index from the previous year to the then-current year. The Consumer Price Index to be used for such annual adjustments is the CPI-U (Consumer Price Index for All Urban Consumers) Los Angeles-Riverside-Orange County. 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. City shall pay Contractor no later than thirty (30) days after receipt and approval by City of Contractor's invoice, 5.3 All notices shall be given in writing by personal delivery or by mail. Notices sent by mail should be addressed as follows: City Contractor Fred Cardenas, Director Paul Scafide, Service Manager Quality of Life Department Crest Chevrolet Citv of Redlands 909 West 21" Street .35 Cajon Street, Suite 222 San Bernardino, CA 92405 P.O. Box ')005 (mailing) Redlands, CA 923731 When so addressed, such notices shall be deemed given upon deposit in the United States Mail. Changes may be made in the names and addresses of the person to whom notices and payments are to be given by giving notice pursuant to this section 5.3. 2 1:,1ca\dim\Agreetnents\Crest Chevrolet Services Agreement.doc ARTICLE 6—INSURANCE AND INDEMNIFICATION 6.1 Insurance 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. 6.2 Contractor shall secure and maintain Workers' Compensation and Employer's Liability insurance throughout the duration of its performance of the Services in accordance with the laws of the State of California, with an insurance carrier acceptable to City as described in Exhibit"C," entitled"Workers' Compensation Insurance Certification," which is attached hereto and incorporated herein by this reference. 6.3 Contractor shall secure and maintain comprehensive general liability insurance with carriers acceptable to City. Minimum coverage 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. 6.4 Contractor shall have 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 names as an additional insured and such insurance shall be primary and non-contributing to any insurance or self insurance maintained by City. 6.5 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 and negligent act, omission or failure to act by Contractor, 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 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. 3 1�caWjm\Aqreerrtents\Crest Chevrolet Services Agreement.doc 7.2 Contractor agrees it is not a designated employee within the meaning of the Political Reform Act because Contractor: A. Does not make or participate in: (i) the making or any City governmental decisions regarding approval of a rate, rule or regulation, or the adoption or enforcement of laws; (ii) the issuance, denial, suspension or revocation of City permits, licenses, applications, certifications, approvals, orders or similar authorization or entitlements; (iii) authoring City to enter into,modify or renew a contract; (iv) granting 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) granting City approval to a plan, design, report, study or similar item; (vi) adopting, or granting 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 officially determines that Contractor must disclose its financial interests, Contractor shall complete and file a Fair Political Practices Commission Form 700, State of Economic Interests with the City Clerks' 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. 8.3 Documents,records, drawings, designs, cost estimates, electronic data files, databases and any other documents developed by Contractor in connection with its performance of the Services,and any copyright interest in such documents, shall become the property of City and shall be delivered to City upon completion of the Services, or upon the request of City. Any reuse of such documents, and any use of incomplete documents, shall be at City's sole risk. 4 1:\ca\djm\Agreements\Crest Chevrolet Services Agreement-doe 8.4 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 necessary tools and instrumentalities required to perfonn 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 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. 8.5 Unless earlier terminated as provided for below, this Agreement shall terminate upon completion and acceptance of the Services by City; provided,however, this Agreement may be terminated by City, in its sole discretion,by providing ten (10)days prior written notice to Contractor(delivered by certified mail, return receipt requested)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. Contractor shall be compensated on a pro-rata basis for Services completed up to the date of termination. 8.6 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 o this Agreement. Such books shall be available at reasonable times for examination by City at the office of Contractor. 8.7 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, an amendment to this Agreement shall be in writing, approved by City and signed by City and Contractor. 8.8 This Agreement shall be governed by and construed in accordance with the laws of the State of California. 5 1:\ca',djtW,,Agreetnents\Crest Chevrolet Services Agreement.doc IN WITNESS WHEREOF, duly authorizes representative of the City and Contractor have signed in confirmation of this Agreement. CITY OF REDLANDS CREST CIJE LET 1 , By: By- Pete .. Pete Aguilar, Mayor Pat e,,Service Manager Attest: -- x�o Sam Irwin, M>ty Olerk 6 I:Aca\djm\Agreements\�rect Chevrolet Services Agreement.doc EXHIBIT "A" Scope of Services ° Perform routine repair services that include, but are not limited to, work on brakes, suspension, heat/air conditioning eystemo, electrical systams, minor engine napair, and other repairs normal and customary for routine repair ofmcommercial heavy duty off-road fleet. • Turnaround time of two(2) business days for PM services plus routine repair services done as a result of the PM. • The technician must include observations and explanations for any further needed repairs. ° Work collaboratively with staff to meet the following key components of the vehicle maintenance program: 0 Compnehenoima, preventive maintenance schedule ° Full utilization ofstandard warranty coverage w Customer service responsiveness to maximize cost eMioiencieo, minimize unscheduled repairs and downtime • APreventive Maintenance Service checklist shall bocompleted bythe technician and attached tothe invoice submitted to the City for every vehicle serviced. PM SERVICE A- AUTCVL|GHTTRVCn INSPECTION CHECK LIST soonR/pouCEa.00moT*ERas.unoMi.On12 MomTna vnhm|e# Date Division Mileage Hours _______ 1Lights 8. Engine Cub __- Leaks Hood ___ Mounts&mount bolts Signals ___ Change oil&filter Flood Brakes 9� Transmission Leaks 2 Leaks ___ Check fluid levels Brake lines Coolant hoses 10. Miscellaneous Fuellines - Windshield wipers Hydraulic ___ G|000 Trans&engine&differential Door operation Geut&interior condition 1 Brakes ___ Vehicle paint Operation Leaks in lines/cylinder/cans 11Tires Pull Wheel,|hnnt,|rear,check lining ___ /nn pmnau,o Adjustment Tire rotation 4. Frame 12. Stencils CracksFuel location&typo All component mount service Anti-freeze Steam clean ifnecessary — Hydraulic oil&type Transmission oil&type 5 Steering&Suspension ___ Engine oil type King pins,ball joints Bushings REMARKS: Shocks&mounts Springs&mounts h. Electrical Check battery water Clean&eewioe oableo&um* All belts MAKE COPY OF vEnxE*. (IF NOT|NvEn.) r. Cooling Belts Mechanic Test coolant for replacement Signature WORK ORDER#: r:\oa�,djo*ap^ iiicuts"cmuChevrolet Services Agm,m^mdvo A,l PMmERvICeB- xUro/LIGnTTnuom INSPECTION CHECK LIST 1.5ooHRG/3V.000MI. Vemue# �oate Division Mileage nnvrs __ 1 Lights 8. Engine Cab ___ Check fluid levels&leaks Hood ___ Mounts&mount bolts Signals __- Change oil&filter Flood ___ Change fuel filter Brakes 8. Transmission Z Leaks ___ Change trans fluid&filter Brake lines Coolant hoses 10. Miscellaneous Fuel lines __- Windshield wipers Hydraulic ___ Glass Trans&engine&differential Door operation Seat&interior condition 3� Brakes Vehicle paint Operation Leaks inooeaxcyxndomcanu 11Tires Pull Wheel,|front,|rear,check lining ___ Tire pressure Tire rotation Adjustment ___ 4. Frame 12. Stencils Cracks ___ Fuel location&type All component mount service Anti-freeze Steam clean ifnecessary ___ Hydraulic oil @type Transmission oil&type o� Steering&Suspension ___ Engine oil type King pins,ball joints MAKE COPY opvEH.REG. Bushings REMARKS: Shocks&mounts Springs&mounts V. Electrical Check battery water Clean&service cables&box All belts r� ovvnng Mechanic# Belts Test coolant for replacement WORK ORDER#: l-\o�djmwwoexmnts11ComChevrolet Services^greewmmvo /\-2 P MSERvICE C- AUTVuIGHTTRVCK INSPECTION CHECK LIST 4.sOO*RS.16V.0oUMi. vnhicle# Date Division Mileage-Hours ______ 1 UQms O, Engine Cab ___ Check fluid levels a leaks --- Head ___ Mounts&mount bolts --- Signals ___ Change oil&filter --- Flood ___ Change fuel filter -- B��e --- S. Transmission 2� Leaks __- Change trans fluid&filter Brake lines Coolant hoses 10. Miscellaneous Fuel lines __- Windshield wipers Hydraulic __- G|ooa Transangm�&d��,enda| __- Door operation --- Seat&interior condition o. Brakes __- Vehicle paint Operation Leaks in lines/cylinder/cans 11 Tires Pull Wheel,|hont.|mar,check lining ___ Tina pressure Adjustment __- Tire rotation 4. Frame 12 Stencils Cracks ___ Fuel location&type All component mount service __- Anti-freeze Steam __- Hydmuocoi|&�pe --- Transmission oil&type s Steering&Suspension ___ Engine oil type King pins,ball joints Bushings 15. Tune Up Shocks&mounts __- Tune Up Springs--- MAKE COPY oFvE*.REG. REMARKS: s. Electrical Check battery water Clean aservice cables ubox All belts 7. Cooling Belts Test coolant for replacement Mechanic# Signature Work Order# Chevrolet Services x:rexmcm.00c /\-3 EXHIBIT `B' PREVENTATIVE MAINTENANCE AND REPAIRS (PM) Crest Chevrolet, San Bernardino, CA Description: Passenger Vehicles Labor Standard Labor Rate $ 83.00/per hour Preventative Maintenance Set-vices P.M. Labor Rate $40.00/per hour Description: SUV/Trucks Labor Standard Labor Rate $ 83.00/per hour Preventative Maintenance Services P.M. Labor Rate $40.00/per hour Description: Super Duty TrucksNans Labor Standard Labor Rate $90.00/per hour Preventative Maintenance Services P.M. Labor Rate $40.00/per hour Crest Chevrolet's Material/Parts Cost Plus is: 15 % l:\ca\djm`,Agreements\Crest Chevrolet Services AgreemeriLdoc B_I Crest Chevrolet, San Passenger Vehicle Parts Basket Bndo, CA QTY Description Make PN# Unit Price Total 10 headlights Wagner 9007 3.27 $32.70 10 Tail lights Wagner 3157 0.42 $4.20 20 Spark plug Autolite APP104 3.94 $78,80 20 Ignition coil Standard FD503 47.92 $958.40 20 Gas cap Stant 10832STA 7.95 $159.00 20 A/C Freon N/A R134 10.55 $211.00 50 Alternator Xtreme 66262HDN 171 $8,550.00 100 Rear/front brakes Wagner QC931 43.05 $4,305.00 100 Brake pads Wagner MX748 37.77 $3,777.00 131:Grand $18,076.10 Total: Crest Chevrolet, San SUV/Trucks Bndo, CA QTY Description Make PN# Unit Price Total 50 Transmission fluid Shell Dextron V DEXTRON V 3.25 $162.50 50 Air filter \A/ix 66416 12.05 $602.50 50 Oil Filter Wix 51515 3.35 $167.50 50 Front brakes Wagner MX674A 30.2 $1,510.00 50 Rear brakes Wagner PAB725 33.88 $1,694.00 50 Wheel seal National 3595990 5.55 $277.50 50 Fuel filter Wix 33442 21.38 $1,069.00 20 Gascap Stant 10817 4.74 $94.80 10 Side marker lamp Wagner 194 0.15 $1.50 B2:Grand Total: $5,579.30 Crest Chevrolet, San Super Duty trucks/Vans Bndo, CA QTY Description Make PN# Unit Price Total 10 Head lams Wagner H6024 6.01 $60.10 10 Tail lams Wagner 3157 0.42 $4.20 0.15 $1.50 10 Side marker lamp Wagner 194 20 Upper coolant hose Ford 5C328260AC 39.4 $788.00 20 Lower coolant hose Ford 5C328286AA 72.48 $1,449.60 50 Air filter Ford FA1754 13.08 $654.00 50 Oil filter Ford FL8205 5.28 $264.00 50 Front brakes Ford 6C322001D 36.9 $1,845.00 50 Rear brakes Ford 5C322200AA 34.45 $1,722.50 133:Grand $6,788.90 Total: 1:'.cS\djm\Agreements\CrestChevrolet Services Agreement.doc B-2 EXHIBIT 44C91 WORKERS' COMPENSATION INSURANCE CERTIFICATION TO PERFORM VEHICLE MAINTENANCE AND REPAIR SERVICES 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 in one or more insurer 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. 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 of this Agreement. (Labor Code §186 1). Crest Ch--4 I S 3E By: February 5, 2013 a e, Service Manager V l:\cmdij-n\Avreernents\Crest Chevrolet Services Agreement.doc C-1