HomeMy WebLinkAboutContracts & Agreements_113-2015_CCv0001.pdf AGREEMENT TO PERFORM NON-PROFESSIONAL SERVICES
This agreement for the provision of onsite fleet maintenance and repair services
("Agreement") is made and entered in this 2nd day of June, 2015 ("Effective Date"), by and
between the City of Redlands, a municipal corporation ("City)" and Southern California Fleet
Services, 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 City hereby engages Contractor to perform onsite fleet maintenance and repair services
(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.
1.3 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 Tern of this Agreement by two additional one-year terms (each, an "Extended
Term"), on the same terms and conditions hereof, by providing written notice to
Contractor at least thirty (30) days prior to the expiration of the Initial Term or any
Extended Term.
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, 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 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.
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ARTICLE 4—PERFORMANCE OF SERVICES
4.1 Contractor shall perform and complete the Services in a prompt and diligent manner in
accordance with the schedule set forth in Exhibit"B," entitled "Project Schedule,"which
is attached hereto and incorporated herein by reference. The Services shall commence
within thirty(30) days of the Effective Date of this Agreement.
4.2 If Contractor's Services include deliverable electronic visual presentation materials, such
materials shall be delivered in a form, and made available to 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
5.1 The total compensation for Contractor's performance of the Services shall not exceed the
amount of Six Hundred Ninety Nine Thousand Three Hundred Twenty Dollars
($699,320). City shall pay Consultant on a time and materials basis up to the not to
exceed amount, in accordance with Exhibit "C" entitled "Rate Sheet." Exhibit "C" is
attached hereto and incorporated herein by this 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
Contractor'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 Contractor
Fred Cardenas Tom Franchina
Director, Quality of Life Department President
City of Redlands Southern California Fleet Services, Inc.
35 Cajon Street, Suite 200 2855 Sampson Avenue
P.O. Box 3005 (mailing) Colton, CA 92879
Redlands, CA 92373
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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 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.
6.2 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 Consultant is self-insured or exempt from the workers' compensation laws of
the State of California. Consultant shall provide City with Exhibit "D," 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 named 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 any negligent act, omission or failure to act by 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 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.
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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 the 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 or 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 Fair 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.
8.3 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.
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
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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 not less than 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 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 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 to this Agreement. Such books shall be available at reasonable tunes
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, any
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 authorized representatives of City and Contractor have signed
in confirmation of this Agreement.
CITY OF REDLANDS SO HER CA OR IA FLEET
r'
SE C , IN
B r
By: :y
Paul W. Foster, Mayor m FranclSna, President
ATTEST:
Sam Ir n, , ity Clerk
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EXHIBIT "A"
SCOPE OF SERVICES
ONSITE FLEET MAINTENANCE&REPAIR
SOUTHERN CALIFORNIA FLEET SERVICES
Personnel:
Minimum of one (1) Working Foreman with either ASE Certification or 5 plus years of documented hands on
experience and/or accredited education to oversee operations at all times Southern California Fleet Services
personnel are onsite and working.
Minimum of four(4) Technicians with one shift beginning at 3:00 PM— 11:30 PM and the possibility of a second
shift overlapping from 10:00 PM to 6:30 AM Monday through Friday operating at the City yard in Redlands. A
second shift to be determined at a later date by authorized City of Redlands Representative. Technicians will be
capable of BIT/DOT inspections,lube/oil changes along with light repair and must possess a CDL to test drive DOT
regulated equipment after repair.
Minimum of one (1) full time staff member certified as required per NFPA 1071 Emergency Vehicle Technician
Professional, and a California State Certified Fire/Master Mechanic Level III with Pump Certificate available within
a maximum of 60 minutes notice to Southern California Fleet Services from their Corona Location.
At no additional costs to the City Of Redlands a minimum of one(1)Administrative Support Technician to perform
data entry using City owned Ron Turley & Associates (RTA) software, ordering of parts for Southern California
Fleet Services Technicians,processing of billing and coordination with Fleet Coordinator. Invoicing to be submitted
twice monthly for payment.
General:
Southern California Fleet Services will use 2 pull thru bays in the existing City facilities located at 1270 Park
Avenue,Building E,Redlands, CA. Southern California Fleet Services is responsible for all insurance requirements
which are to name the City of Redlands as additionally insured. In addition,Southern California Fleet Services will
discount 1% all labor invoices submitted to the City for use of City facilities and is subject to yearly negotiations
based on facility usage.
Southern California Fleet Services will attend all meetings relating to maintenance and repair of the fleet.Labor may
be increased or decreased depending upon operational demands. All maintenance records for all vehicles regulated
by DOT per DOT and CHP guidelines will be maintained by Southern California Fleet Services and may be audited
at any time by authorized City representative.
For specialized repairs or special skillsets,existing technicians will be supplemented with technicians from Southern
California Fleets Corona facility. These technicians will be able to do heavy internal engine repairs, specialized
repairs as in fire apparatus, off road equipment, and Cummins engine warranty work that is applicable. These
specialized technicians will be available between the business hours of 6:30 AM to 5:00 PM Monday through
Friday.
Within 10 days of award, Southern California Fleet Services will schedule with City personnel a facility inspection
for the purpose of identifying pre-existing deficiencies pertaining to the buildings, utility systems, equipment and
other assets. Southern California Fleet Services will prepare a pre-existing deficiency report describing all observed
deficiencies pertaining to the leased bays as noted in the joint inspection and present to the City within thirty(30)
days.
In addition to the pre-existing deficiencies inspection, Southern California Fleet Services will conduct an
environmental assessment and an occupational health and safety inspection for the facility that is acceptable to the
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City. The City does not warrant or guarantee against the possibility that safety or environmental hazards or potential
hazards may exist at this facility. Southern California Fleet Services is responsible for identifying any hazardous
conditions located in the bays and notifying the City in writing within thirty(30)days of Agreement.
Southern California Fleet Services will not use the leased facility for work on vehicles or equipment not owned or
leased by the City unless otherwise authorized by the City. All requests for service will be coordinated through an
authorized City representative within a 24 hour period of receipt.
Southern California Fleet Services will supply cell phones at their cost to each of their employees while performing
work on behalf of the City. Southern California Fleet Services will supply one(1)computer and one (1)printer for
use by their administrative staff. The City will supply internet access,electricity,heat and water.
Southern California Fleet Services will provide proof of random drug test program for their staff as required by
California Highway Patrol and Department of Transportation and advise the City Representative of non-compliance
within a 24 hour period.
Southern California Fleet Services will assign a dedicated service truck for the City of Redlands. This truck will be
outfitted with tools, oil capabilities and an air compressor to meet any mobile repair requirements. The unit will be
kept at the Redlands City yard for the contract duration.
Parts and Services:
Consignment parts for the fleet workload assigned to Southern California Fleet Services are included in this scope of
work and the City will be invoiced by a 3`d party supplier after parts are installed. Verification will be made by
Southern California Fleet Services that the City is receiving appropriate and correct discounts and pricing. Pricing
shall be Southern California Fleet Services costs plus 15%Mark up.
Southern California Fleet Services will supply specially trained mobile technicians to work on all Emergency
Vehicles that will be available 24 hours a day. Southern California Fleet Services will supply road services and
towing service 24 hours a day, seven days a week. Southern California Fleet Services will provide the city with a
list of emergency contacts and procedures for any after hours requirements.
Southern California Fleet Services will manage and process annual pump testing of all fire apparatus. Pump
certification testing will be performed at no additional cost and vehicles will be picked up and delivered to 3`d party
.aerial inspection locations. Southern California Fleet Services will conduct a pre-inspection of the ladder prior to
3`d party inspection.
Fire
• In the course of maintenance and repair of City owned Fire apparatus, there shall not be more than two
(combination of Fire Engine/Ladder Truck)units down at one time as a standard.
• Repairs will be coordinated with authorized City representative to minimize equipment down time.
Police:
• In the course of maintenance and repair of City owned Police vehicles, there shall not be more than 10%of
the safety fleet down at one time for maintenance or repair.
• Repairs will be coordinated with the authorized City representative to minimize equipment downtime.
Vehicles designated by the City as unmarked police undercover vehicles will be serviced and maintained by
Southern California Fleet Services; security procedure will be strictly adhered to at all times in reference to these
vehicles, including but not limited to controlling and limiting discussion about these vehicles; prohibiting the
handling and tampering of special machinery or tools and insuring that the integrity of the mechanics and other staff
and subcontractors is acceptable.
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Work shall not be sub-contracted without approval from the authorized City representative. Any subcontractor to be
utilized for maintenance or repair work shall meet the City's required qualifications, repair certificates, licenses,
insurance requirements,and provide repair and maintenance in a timely manner.
Southern California Fleet Services scope of work includes the items below and will sublet to an agreed upon Yd
party vendor. All work identified below will be performed on an agreed upon schedule and will be priced at
Southern California Fleet Services Costs plus 15%.
• P Party Aerial Inspections • Smog Testing
• Towing Services • Windshield/Glass Installation
• Tires • Alignment
• Transmission Overhauls • Hydraulic Cylinder Overhaul
• DPF Particulate Filter Cleaning • Parts
Estimates for equipment repair are not to exceed the industry standard flat rate repair guidelines using sources such
as, Chilton, Mitchell or All Data time. Additional time and charges above and beyond guideline will not be
accommodated unless previously approved in writing or email by an authorized City representative.
Southern California Fleet Services will perform all Preventative Maintenance Repairs (scheduled routine
inspections, servicing, repair and replacement of equipment components) on a regular basis. The preventative
maintenance program shall be in accordance with industry recognized best Onsite Fleet Maintenance and Repair
Programs practices and shall comply with the original equipment manufacturer(OEM)specifications.
Southern California Fleet Services will dispose of used oils generated during the course of this agreement and will
maintain all MSDS records and contingency plans for handling a spill or mishap. Work areas will be kept clean at
all times by Southern California Fleet Services employees.
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EXHIBIT "B"
PROJECT SCHEDULE
ONSITE FLEET MAINTENANCE&REPAIR
SOUTHERN CALIFORNIA FLEET SERVICES
Conduct Facility Inspection Monday,June 15,2015
Submit Pre-Existing Deficiency Report to City Wednesday,June 17,2015
Equip and Staff Facility Thursday,June 18,2015
Begin Work Monday,June 22,2015
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EXHIBIT "C"
SQVTNERN-
CAIIFORNIA-
ASSr SERVICES INC.
RATESHEET
CITY OF REDLANDS
ONSITE FLEET MAINTENANCE & REPAIR PROGRAM
TASK HOURLY RATE
Dedicated Onsite Technician $68.00 per hr.
On-Call Technician—Specialized repairs mobile from Corona $85.00 per hr.
(Internal engine and Fire Trucks non chassis)
Administrator—onsite fleet shop No Charge
Parts markup - Cost+ 15%
Pricing for all maintenance and repairs will be based on the industry standard in Motor Truck &
Van labor time guide (Commercial) 13`h Edition. Copyright 2012
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EXHIBIT "D"
WORKERS' COMPENSATION INSURANCE CERTIFICATION
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 by one or more
insurers 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.
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
elfinsurance 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.
Southern California Fleet Services Date:
By:
Tom Franchina, President
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