HomeMy WebLinkAboutContracts & Agreements_10-2013_CCv0001.pdf AGREEMENT TO PERFORM NON-PROFESSIONAL SERVICES
This agreement for the provision of vehicle maintenance and repair services CAggreement") 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 Johnson Machinery Co. ('Contractoe'). 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 heavy off-road 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
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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 perforrriance 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.
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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
by City for the proper completion of the Services,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 Tenn"), 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 Consultant's performance of the Services shall not exceed the
amount of Ninety Thousand Dollars ($90,000) for parts and supplies and One Hundred
Ten Thousand Dollars ($110,000) for labor, for a total of Two Hundred Thousand
Dollars($200,000). City shall pay Consultant 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 Tenn 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 Consultant shall submit monthly invoices to City describing the Services performed
during the preceding month. Consultant'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 Consultant no later than thirty(30) days after receipt and
approval by City of Consultant's invoice.
5.3 All notices shall be given in writing by personal delivery or by mail. Notices sent by mail
should-he addressed as follows:
Citv Consultant
Fred Cardenas, Director Travis Rowbeiry, Product Support Manager
Quality of Life Department Johnson Machinery Co.
City of Redlands 800 E. La Cadena Dr.
35 Cajon Street, Suite 222 P.O. Box 351 (mailing)
P.O. Box 3005 (mailing) Riverside, CA 92502
Redlands,CA 92373)
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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.
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 62,000,000) 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 Cop-tractor 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 mapper or
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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 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
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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
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of City. Any reuse of such documents, and any use of incomplete documents, shall be at
City's sole risk.
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
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 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.
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IN WITNESS WHEREOF, duly authorizes representative of the City and Contractor have signed
in confirmation of this Agreement.
CITY OF REDLANDS JOHNSON MACHINERY CO.
By. By. .---
Pete Agui ar, Mayor T 15 Rowb rry
Project Support Manager
Attest:
Sam Irwin,Mi Jerk
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EXHIBIT =A,
Scope ufServices
= Perform routine repair services that include, but are not limited to, work mnbrakes, suspension,
heatfair conditioning systems, electrical systems, minor engine repair, and other repairs normaland
customary for routine repair ofacommercial heavy duty off-road fleet.
* Turnaround time oftwo(2)business days for PM services plus routine repair services done oea
result of the PM.
° The technician must include observations and explanations for any further needed repairs.
* Original Equipment Manufacturer(OEK4)parts must baused.
° Work collaboratively with staff to meet the following key components of the vehicle maintenance
program:
0 Comprehensive,preventive maintenance schedule
° Full utilization cf standard warranty coverage
0 Customer service responsiveness to maximize cost effioienciee, minimize unscheduled repairs
and downtime
* A Preventive Maintenance Service checklist shall be completed by the technician and attached to the
invoice submitted bxthe City for every vehicle serviced.
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P M SERVMCE-OFF-ROAD HEAVY EQUIPMENT(CATERPYLLAR)
INSPECTION CHECK LIST
Vebicle# Date 1Division Mileage
Hours
Every 250 Service Hours orMonthly
* Axle universal joint(raar)
w Cooling system coolant additive(DEAC)
° Differential oil level(front)
° Differential oil level(namr)
° Engine oil and filter
• Extendable stick
• Final drive oil level (frnnU
° Final drive oil level(reor)
° Kingpin bearings(naar)
° Sideahiftstabilizer wear pads
m V-belts' �
Every 500 service hours or 3months for machines used insevere applications
° Differential oil(rear)
Every 1000 service hours orGmonths
° Differential oil(hont)
° Differential oil(reer)
° Engine valve lash
° Final drive oil(front)
* Final drive oil(nyar)
° Rollover protective structure(ROPS)
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• Transmission magnetic screen
• Transmission oil
• Wheel bearings(front)
Every 2000 service hours or 7 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 regulator
Every 610 service hours or 4 years
• Cooling system coolant(EL.C)
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EXHIBIT `B'
PREVENTATIVE MAINTENANCE AND REPAIRS (PM)
Johnson Machinery,Riverside,CA
Description: Off Road Heavy Equipment
Labor
Standard Labor Rate $ 115.00/per hour
Preventative Maintenance Services
P.M.Labor Rate $115.00/per hour
Johnson Machinery's Material/Parts Cost Plus is: 0%
OTY Description Make DEM# Unit Price Total
1 Sprocket CAT 314-5462 119.44 119.44
1 step CAT 3887049 459.81
7 Cap Track idler CAT 131-1647 76.68
1 Idler 8 bearing A5
CAT 192-0223 843.79
1 Hose assembly CAT 226-3496 27.51
1 Cutting edZ CAT 4T-7109 86.37
1 Blower assembIX CAT 275-6706 385.12
1 Seat assembly CAT 200-3174 1955.32
1 U-belt set CAT 251-7493 110.91
88:t3rand Total: $ 4064.95
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EXHIBIT "C"
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 §1861).
Johnson Machinery Co.
7�aVis RoxJberiy Date
Product Support Manager
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