HomeMy WebLinkAboutContracts & Agreements_165-2021NPS-2.1 (2/26/20)
AGREEMENT TO PERFORM NON-PROFESSIONAL SERVICES
FOR EQUIPMENT AND SUPPLIES
This agreement for the provision of original equipment manufacturer ("OEM") cummins
parts and services ("Agreement") is made and entered in this 7th day of September, 2021
("Effective Date"), by and between the City of Redlands, a municipal corporation ("City") and P
& S Truck Center ("Contractor"). City and Contractor are sometimes individually referred to
herein as a "Party" and, together, as the "Parties." hi 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 provide OEM cummins parts and 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 similar types of Services
ARTICLE 2 — SERVICES OF CONTRACTOR
2 1 The Services that Contractor shall perform are more particularly described in Exhibit
"A," titled "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 — RESPONSIBILITIFS 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 Chris Boatman, Facilities and Community Services 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 in
accordance with the schedule set forth in Exhibit "A," titled "Scope of Services," which
is attached hereto and incorporated herein by reference. The Services shall commence
immediately after the Effective Date of this Agreement.
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4.2 The term of this Agreement shall commence on its Effective Date, and end on June 30,
2022 (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 hereof, by providing written notice to Contractor at least thirty
(30) days prior to the expiration of the Initial Term or any Extended Term. The Initial
Term and the Extended Terms are collectively referred to herein as the "Term" of this
Agreement.
4.3 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 compensation for Contractor's performance of the Services shall not exceed the
amount of Eighty Nine Thousand Nine Hundred Fifty Dollars ($89,950) for the Services
provided during the Initial Term. Should this Agreement be extended, the compensation
for Contractor's performance for the Services shall not exceed the amount of Eighty Nine
Thousand Nine Hundred Fifty Dollars ($89,950) for the second Extended Term, and
Eighty Nine Thousand Nine Hundred Fifty Dollars ($89,950) for the third Extended
Term, bringing the total possible amount of compensation to a not -to -exceed amount of
Two Hundred Sixty Nine Thousand Eight Hundred Fifty Dollars ($269,850) For the
Initial Term and each Extended Term, City shall pay Contractor 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 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 or electronic mail transmission (including
PDF), 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.
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CITY
City Clerk
City of Redlands
35 Cajon Street
P 0 Box 3005 (mailing)
Redlands, CA 92373
jdonaldson@cityofredlands.org
Phone: (909) 798-7531
Fax. (909) 798-7535
CONTRACTOR
Mary McKee, Owner
P & S Truck Center
161 East Valley Blvd.
Rialto, CA 92376
pstnickcenter@hotniail.com
(909) 874-2000
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 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
A. 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 Contractor is self -insured or 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, prior 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) 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
C. 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 noncontributing to any insurance or
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 or liability, including
attorneys' fees, arising from injury or death to persons or damage to property occasioned
by any negligent act or omission by, or the willful misconduct of, Contractor, or its
officers, employees and agents in perfoiniing the Services.
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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.
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 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, m 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 or attempted assignment without such prior written consent may, in the sole
discretion of City, results m City's immediate termination of this Agreement.
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8.3 Contractor is for all purposes under this Agreement an independent contractor and shall
perform the Services as an Independent contractor Neither City nor any 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 4 This Agreement may be terminated by City, in its sole discretion, by providing not less
than ten (10) days prior written notice to Contractor of City's intent to terminate. If this
Agreement is termmated 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 5 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 times
for 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 for 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 or unenforceable by a court of competent
jurisdiction, the same shall be deemed severable from the remainder of this Agreement
and shall not affect, impair or 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.
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IN WITNESS WHEREOF, duly authonzed representatives of City and Contractor have
signed in confirmation of this Agreement
CITY QLANDS
B
Paul
Paul T Barich, Mayor
ATTEST
nne Donaldson, City Clerk
P & S TRUCK CENTER
By 1
Mary cKee, Owner
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EXHIBIT "A"
SCOPE OF SERVICES
1 The Contractor's facility shall be a clean and safe working environment. The facility shall
comply with all federal, state and local regulations.
2. The Contractor's facility shall be located within a 20-mile driving distance of the City
Corporate Yard.
3 The Contractor shall maintain the Certification Requirements in Parts, Information,
Tooling and Training that are required to perform and warrant all customer services
including product selection, installation, commissioning, maintenance, troubleshooting
and repairs on components on all the products for which the dealer is certified.
4 The City has many vehicles in which LNG or CNG is the primary fuel. Contractor shall
have a repair facility that specifically meets the requirements of Section 2311 7 regarding
CNG and LNG fueled vehicles. Details regarding the ventilation system, gas detection
system and ventilation all must be in accordance with the section of the Code.
5 All items provided under this Agreement shall comply with all applicable Federal, State
and local regulations including State of California Motor Vehicle Code, if applicable.
6. The Contractor shall be an established and factory authorized Cummins Original
Equipment Manufacturer (OEM) parts dealer and/or service center
7 The Contractor shall to maintain the minimum levels of information to assure that the
correct and most current parts are used in service repairs, while providing the necessary
technical support information.
a. Dealers are required to maintain an active subscription to Quick Serve On -Line
(QSOL), the Quick Serve DVD or the full complement of the latest version of the
printed hard copy service information for each of the products.
8. The Contractor shall to maintain the required levels of mechanical and electronic tools
for the service levels and products for which they are certified.
9 Prior to the commencement of any work or repairs on City equipment, Contractor shall
provide a written estimate to the City for the requested or recommended repairs.
Approval from an authorized representative of the City must be given prior to work being
performed and shall be based on the provided estimated cost. If additional work is
required, approval from the City must be obtained prior to work being completed. The
City will not be responsible for the costs associated with any unauthorized repairs.
10 All work shall be inspected by a representative of the City for proper completion and
correction of the reported concerns. If it is determined that the concerns were not
properly addressed or the quality of work is unacceptable, the Contractor shall, at their
expense, make the necessary corrections.
11 The City may consider and allow on -site repairs/services to be performed at a City
facility when appropriate.
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12. All items provided under this Agreement shall be original equipment manufacturer
(OEM) line of replacement parts. All items provided under this Agreement shall be
equivalent in function and workmanship to the parts originally supplied on the vehicle(s)
unless superseded by the vehicle/equipment manufacturer No generic parts shall be
supplied.
13 The Contractor shall maintain adequate local inventory of popular items and items
regularly stocked by the City, to meet the City's emergency needs. Emergency needs shall
be delivered within three (3) hours of order, or shipped within the same business day if
available and Contractor's inventory location is not within the greater San Bernardino
County Stock orders shall be delivered within two (2) working days of order, if
available, from the manufacturer Back orders shall be filled within four (4) working
days. The City shall be notified of all back -orders.
a. Availability and timely delivery are critical to the maintenance of this Agreement.
Failure to maintain adequate inventory or provide timely delivery shall be
grounds for termination.
14 The Contractor agrees to accept the return of unused and undamaged items purchased
through this Agreement at 100% of the contract price.
15 Contractor shall maintain qualified personnel. Each location is required to have a
qualified warranty administrator and at least one qualified technician for all of the
products and service levels for which they are certified. Only qualified technicians are
authorized to perform warranty diagnosis and repair of Cummins products at a given
service level. The City may request proof of technician's qualifications at any time.
Technician qualification programs include e-learning through Cummins Virtual College
(CVC), classroom hands-on training, written and proficiency assessments.
16 The provisions of this contract shall in no way prohibit the City from purchasing the
same products and/or services hsted herein from another supplier
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EXHIBIT "B"
Price and Fee Bid
Labor Rates are the hourly shop labor rate for all repairs and include all fees and surcharges. No additional fees
and surcharges are allowed and no allowances will be made for after hours or overtime labor.
Description
Amount
Cummins Parts — discount off of manufacture's list price
18%
Hourly Rate for Cummins Repairs
$115.00
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EXHIBIT "C"
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 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.
P & S TRUCK CENTER
By. G l
Mary Me, Owner
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