HomeMy WebLinkAboutContracts & Agreements_128-2013_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 2nd day of July, 2013 ("Effective Date"), by and between the City of
Redlands, a municipal corporation ("City)" and Nuckles Oil Co, Inc. DBA Merit Oil Company,
("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 supply 87 Octane and Diesel Fuels 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 provide fuel according to the Price and Fee bid as
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.
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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 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 Tenn.
ARTICLE 5 —PAYMENTS TO CONTRACTOR
5.1 The total compensation for Contractor's performance of the Services shall not exceed the
amount of Five Hundred Twenty Five Thousand Dollars($525,000) for 87 Octane and
Three Hundred Sixty Thousand Dollars ($360,000) for Diesel fuel, on separate purchase
orders. City shall pay Contractor on a time and materials basis up to the not to exceed
amount based upon the unit prices shown in Exhibit"A."
5.2 Contractor shall submit 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 Payment to Contractor will be adjusted annually, for any Extended Term by an amount
equivalent to the increase in the Consumer Price Index from the previous year to the
current year.The Consumer Price Index to be used for annual adjustments of any
payments under this Agreement is the CPI-U (Consumer Price Index for All Urban
Consumers) Los Angeles-Riverside-Orange County.
5.4 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 Bruce Schmid, Account Executive
Quality of Life Department Nuckles Oil Co. Inc DBA Merit Oil Co
City of Redlands 1020 W. Bloomington Ave.
35 Cajon Street, Suite 222 Bloomington, CA 92316
P.O. Box 3005 (mailing)
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 5.4.
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 in accordance with the laws of the State of California, with an insurance carrier
acceptable to City as described in Exhibit"B,"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
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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 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 anv 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.
83 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
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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 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.
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 dude 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, duty authorized representatives of the City and Contractor have
signed in confirmation of this Agreement.
CITY OF REDLANDS NUCKLES OIL CO INC DBA MERIT OIL
Co.
rN
By: By:
Pete Aguilar, K4ayor Bruce Schmid,Account Executive
Attest:
Sam Irwin,C' CI
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EXHIBIT "A"
Scope of Services
PRICE AND FEE BID
87 Octane Fuel,as specified:
The first OPTS Daily Colton as of 1/1/2013
Unbranded Rack Average price quote per gallon $ 2.7162 (a)
Bidder's markup per gallon
(Including freight)for delivery to Redlands $ .02 (b)
Net price per gallon delivered to Redlands(TOTAL) $2.7362 (c)
Ultra Low Clear Diesel,as specified:
The first OPTS Daily Colton as of 1/1/2013
Unbranded Rack Average price quote per gallon $3.1033 (a)
Bidder's markup per gallon
(Including freight)for delivery to Redlands $ .02 (b)
Net price per gallon delivered to Redlands(TOTAL) $ 3.1233 (c)
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EXHIBIT "B"
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).
Nuckles Oil Co., Inc DBA Merit Oil Co.
rn
By: July 1, 2013
Bruce Schmid,Account Executive
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