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HomeMy WebLinkAbout8331RESOLUTION NO 8331 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF REDLANDS APPROVING ANNUAL PURCHASE ORDERS FOR THE CITY'S FACILITIES AND COMMUNITY SERVICES DEPARTMENT FOR FISCAL YEAR 2022-23 WHEREAS, the Facilities and Community Services Department regularly purchases a variety of supplies and services from to support City operations pursuant to bids for products and services in accordance with the Redlands Municipal Code, and WHEREAS, for fiscal year 2022-23, to support City operations and in accordance with the City's purchasing policy, the following single/sole source purchase order requests, cooperative purchase orders, and agreements have been prepared for the City Council's consideration and are attached hereto as Exhibits "A," "B," and "C," respectively NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF REDLANDS AS FOLLOWS Sectionl. The City Council hereby approves the single/sole source purchase order requests for Fiscal Year 2022-23 with Amrep, Clean Energy Cryogenics, a subsidiary of Clean Energy, Ontario Refrigeration, Quaid Harley-Davidson, Ray Gaskin Service Inc., Rush Truck Centers c/o Interstate Billing Services, San Bernardino County Landfill. Section 2. The City Council hereby approves an agreement and single source purchase order with Executive Facilities Services Inc for Janitorial Services at the facility located at 300 E. State Street in an amount not to exceed $153,484 for a period of one year Section 3. The City Council hereby approves an agreement and single source purchase order with Liftech Elevator Services for elevator maintenance services at the facility located at 300 E. State Street in an amount not to exceed $32,848.30 for a period of one year Section 4. The City Council hereby approves an agreement and single source purchase order with Universal Protection dba Allied Universal for Professional Security Services at the facility located at 300 E. State Street in an amount not to exceed $107,549 for a period of one year Section 5. The City Council hereby approves the intergovernmental/piggyback (cooperative) purchase order with Superior Automotive Warehouse c/o NAPA Auto Parts for the supply of as -needed auto parts in an amount not to exceed $121,000 Section 6. The City Council hereby approves an agreement with Fairview Ford Sales Inc., for wholesale Ford OEM parts in an amount not to exceed $23,971 40 for a period of one year, with two additional one-year renewal options bringing the total to an amount not to exceed $71,914.20 1 L.\ca\Reso\8331 FCS Annual PO FY22 23.docx Section 7. The City Council hereby approves an agreement with Haz Mat Trans Inc., for pick up and disposal of hazardous waste materials in an amount not to exceed $53,957 00 for a period of one year, with two additional one-year renewal options bringing the total to an amount not to exceed $161,871 00 Section 8. The City Council hereby approves an agreement with Ken Grody Ford Redlands for Ford OEM parts and repair in an amount not to exceed $98,535 00 for a period of one year, with two additional one-year renewal options bringing the total to an amount not to exceed $292,605 00 Section 9. The City Council hereby approves an agreement with Leafwise Landscape for Hillside Cemetery landscape maintenance in an amount not to exceed $76,275.20 for a period of one year, with two additional one-year renewal options bringing the total to an amount not to exceed $228,825 60 Section 10. The City Council hereby approves an agreement with Merrimac Petroleum, Inc , dba Merrimac Energy Group for fleet bulk fuel unleaded and diesel in an amount not to exceed $1,200,000 00 for a period of one year, with two additional one-year renewal options bringing the total to an amount not to exceed $3,600,000 00 Section 11. The City Council hereby approves an agreement with P.F Services Inc., for fuel site Designated Operator, maintenance, and repair services in an amount not to exceed $70,084 00 for a period of one year, with two additional one-year renewal options bringing the total to an amount not to exceed $210,252.00 Section 12. The City Council hereby approves an agreement with P & S Truck Center for heavy duty truck repair parts in an amount not to exceed $29,854 40 for a period of one year, with two additional one-year renewal options bringing the total to an amount not to exceed $89,563.20 Section 13 The City Council hereby approves an agreement with SC Commercial, LLC dba SC Fuels for fleet oil and lubricants in an amount not to exceed $79,151 55 for a period of one year, with two additional one-year renewal options bringing the total to an amount not to exceed $237,454 65 Section 14. The City Council hereby approves an agreement with Southwest Lift & Equipment, Inc , for lift equipment maintenance and repair in an amount not to exceed $134,000 00 for a period of one year, with two additional one-year renewal options bringing the total to an amount not to exceed $402,000 00 Section 15. The City Council hereby determines that the approval of the ten (10) single/sole source purchase orders, one (1) cooperative purchase order, and twelve (12) agreements described in this resolution are exempt from environmental review pursuant to Section 15061(b)(3) of the State's Guidelines implementing the California Environmental Quality Act. 2 L:\ca\Reso\8331 FCS Annual PO FY22 23.docx ADOPTED, SIGNED AND APPROVED this 2lst dapfJune.22 ATTEST nne Donaldson, City Clerk 3 L \ca\Reso\8331 FCS Annual PO FY22 23.docx Paul T Barich, Mayor I, Jeanne Donaldson, City Clerk of the City of Redlands, hereby certify that the foregoing resolution was duly adopted by the City Council at a regular meeting thereof held on the 21 st day of June, 2022 AYES Councilmembers Tejeda, Davis, Guzman -Lowery, Gallagher; Mayor Banch NOES None ABSENT None ABSTAINED None J onaldson, City Clerk Exhibit "A" Single/Sole Source Purchase Orders Staff is requesting approval for the annual purchase orders for the following single/sole source vendors for the not -to exceed amounts as described below Original Equipment Manufacturer (OEM) New Way Parts Vendor Purchase Order Request Amrep $100,000 Staff is requesting a single source annual purchase order with Amrep The only manufacturing source and provider of original Amrep bodies and parts are specific to Solid Waste trucks within the City's fleet; Original Equipment Manufacturer (OEM) parts have unique design features that cannot be replaced by non -OEM parts Use of alternate parts would void manufacturer warranty Amrep Inc , is an approved manufacturer, their location is in Ontario, CA, 28 miles from the corporate yard. Fuel Island Maintenance Service and Parts Vendor Purchase Order Request Clean Energy Cryogenics, a subsidiary of Clean Energy $90,000 Staff is requesting a single source annual purchase order with Clean Energy Cryogenics, a subsidiary of Clean Energy to fulfill all scheduled maintenance to include general up -keep and emergency maintenance as needed. Clean Energy Cryogenics will also replace any inoperable pumps, including parts and supplies Clean Energy Cryogenics is the primary source for technicians, equipment, and supplies to provide services to the City's LNG station. While there are other companies that provide maintenance and repair services, these other companies cannot offer technicians who are experienced with the specific equipment that was installed by Northstar Inc , in 2013 Using another source would cause significant delays in repairs and substantially higher rates for technicians and higher cost for parts, resulting in extended downtime of the fuel system, and a potential reduction in LCNG sales. Original Equipment Manufacturer (OEM) Quaid Harley-Davidson Vendor Purchase Order Request Quaid Harley-Davidson $30,000 Staff is requesting a single source annual purchase order with Quaid Harley-Davidson. The only manufacturing source and provider of original Harley-Davidson bodies and parts are specific to 5 L:\ca\Reso\8331 FCS Annual PO FY22 23 docx Police Department motorcycles within the City's fleet; Original Equipment Manufacturer (OEM) parts have unique design features that cannot be replaced by non -OEM parts. Use of alternate parts would void manufacturer warranty Quaid Harley-Davidson is an approved manufacturer, their location is in Lorna Linda, CA, 4 miles from the corporate yard. Original Equipment Manufacturer (OEM) New Way Parts Vendor Purchase Order Request Ray Gaskin Service Inc $200,000 Staff is requesting a single source annual purchase order with Ray Gaskin Service Inc. The requested parts are specific to New Way make trucks within the City's fleet; Original Equipment Manufacturer (OEM) parts have unique design features that cannot be replaced by non -OEM parts. Use of alternate parts would void manufacturer warranty Ray Gaskin Service Inc., is an approved seller and distributor of New Way OEM parts, their location is in Fontana, CA, 17 miles from the corporate yard. The next closest vendor is Ruckstell California Sales Co in Fresno, CA, 279 miles from the corporate yard. Original Equipment Manufacturer (OEM) Peterbilt Parts Vendor Purchase Order Re,quest Rush Truck Centers c/o Interstate Billing Services $60,000 Staff is requesting a single source annual purchase order with Rush Truck Centers c/o Interstate Billing Services The requested parts are specific to Peterbilt make trucks within the City's fleet; Original Equipment Manufacturer (OEM) parts have unique design features that cannot be replaced by non -OEM parts Use of alternate parts would void manufacturer warranty Rush Truck Centers is an approved seller and distributor of Peterbilt OEM parts, their location is in Fontana, CA, 17 miles from the corporate yard. The next closet vendor is Golden State Peterbilt in Bakersfield, CA, 177 miles from the corporate yard. Collection of Bulky Solid Waste Items Vendor Purchase Order Request San Bernardino County $120,000 Staff is requesting a single source annual purchase order with the San Bernardino County San Timoteo Canyon Landfill for the disposal of bulky solid waste items. San Timoteo Canyon Landfill is the only landfill within the vicinity licensed to accept bulky items Bulky items consist of items that have a poor compaction rate such as mattresses, palm fronds, and appliances By hauling these materials to the San Timoteo Canyon Landfill, the amount entering the City -owned California Street Landfill is minimized, lessoning the impact for the usage of available airspace and adding 6 L:\ca\Reso\8331 FCS Annual PO FY22 23 docx valuable lifespan to the City's landfill The requested amount of $120,000 is based on historical expenditures 7 L.\ca\Reso\8331 FCS Annual PO FY22 23.docx Single/Sole Source Agreements and Purchase Orders for the Facility Located at 300 E. State Street. In September 2021, the City Council approved an Assignment and Assumption Agreement with Redlands Community Investment Corporation which allowed the City to assume the existing service contracts and tenant agreements for the newly acquired facility located at 300 E. State Street. In order to continue continuity of service to the existing tenants, staff is requesting the following single source agreements and purchase orders for the not -to exceed amounts as described below Janitorial Services at 300 E. State Street Vendor Purchase Order Request Executive Facilities Services, Inc $153,484 Staff is requesting a single source agreement and annual purchase order with Executive Facilities Services, Inc for janitorial services at the building. Elevator Maintenance Services at 300 E. State Street Vendor Purchase Order Request Liftech Elevator Services, Inc $32,849 Staff is requesting a single source annual purchase order with Liftech Elevator Services, Inc for the second year in a two-year term per the current agreement. Heating and Air Conditioning As -Needed Repair Services at 300 E. State Street Vendor Purchase Order Request Ontario Refrigeration $31,000 Staff is requesting a single source annual purchase order with Ontario Refrigeration for as -needed repair services. The City has an existing agreement and purchase order with Ontario Refrigeration for monthly maintenance of the HVAC system. This annual purchase order will allow for repair services to be completed in a timely manner by the vendor that is familiar with the existing system. The requested amount of $31,000 is based on historical expenditures. Security Services at 300 E. State Street Vendor Purchase Order Request Universal Protection Service, LP, dba Allied Universal Security Services $107,549 8 L:\ca\Reso\8331 FCS Annual PO FY22 23.docx Staff is requesting a single source agreement and annual purchase order with Universal Protection Service, LP, dba Allied Universal Security Services to provide adequate security coverage to the tenants of the building. 9 L:\ca\Reno\8331 FCS Annual PO FY22 23.docx Exhibit "B" Cooperative Purchase Orders Staff followed the City's procurement policies in regard to an existing cooperative contract agreement for Public Utility Equipment/Services with Sourcewell By utilizing the Sourcewell cooperative purchasing, the City can benefit from previously posted bid packages that have been competitively bid and awarded in conformance with the City's procurement policies Agencies can review bid results from more than 50,000 government, education, and nonprofit organizations and draw from the terms and pricing for like units and vehicles. Supply of As -needed Auto Parts Vendor Purchase Order Request Superior Automotive Warehouse c/o Napa Auto Parts $121,000 Staff is recommending the that the City Council approve the Sourcewell cooperative purchase order with Napa Auto Parts through the Sourcewell Contract Number 032521-GPC for the supply of as -needed auto parts. The requested annual purchase order in the amount of $121,000 is based on historical expenditures. 10 L.\ca\Reso\8331 FCS Annual PO FY22 23.docx Exhibit "C" Annual Agreements Fairview Ford Sales, Inc. Haz Mat Trans, Inc. Ken Grody Ford Redlands Leafwise Landscape Liftech Elevator Services, Inc. Merrimac Petroleum, Inc. dba Merrimac Energy Group P.F Services Inc. P&S Truck Center SC Commercial, LLC dba SC Fuels Southwest Lift & Equipment, Inc. 11 L.\ca\Reso\8331 FCS Annual PO FY22 23 docx AGREEMENT TO PERFORM NON-PROFESSIONAL SERVICES FOR EQUIPMENT AND SUPPLIES This agreement for the provision of professional secunty services ("Agreement") is made and entered in this 21 st day of June, 2022("Effective Date"), by and between the City of Redlands, a municipal corporation ("City") and Universal Protection Service, LP dba Allied Universal Security Services ("Contractor") City and Consultant are sometimes individually referred to herein as a "Party" and, together, as the "Parties " In consideration of the mutual promises contained herein, City and Consultant agree as follows ARTICLE 1 — ENGAGEMENT OF CONTRACTOR 1 1 City hereby engages Contractor to perform provide unarmed, uniformed professional security officers 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 this 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 information in its possession that may reasonably assist Contractor in performing the Services 3 2 City designates Chns Boatman, Assistant City Manager 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 this reference 4 1 The term of this Agreement shall be for a period of one (1) year commencing on July 1, 2022, unless terminated earlier as provided herein 1 L \ca\Agreements\Universal Protection Service Agreement.NPS 2 1 FY21 0162.docx.jn 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 Total compensation for Contractor's performance of the Services shall not exceed the amount One Hundred Seven Thousand Five Hundred Forty -Nine Dollars ($107,549) City shall pay Contractor on a time and materials basis up to the not to exceed amount in accordance with Exhibit "B," titled "Fee Schedule," which 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 descnption 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 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, (n) five (5) days after deposit in first class registered mail, with return receipt requested, (m) on the actual delivery date if deposited with an overnight couner, 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 CITY City Clerk City of Redlands 35 Cajon Street P 0 Box 3005 (mailing) Redlands, CA 92373 jdonaldson@cityofredlands org (909) 798-7531 CONTRACTOR Steve Claton, President, Southwest Region Universal Protection Service, LP dba Allied Universal Security Services PO Box 31001-2374 Pasadena, CA 91110-2374 Steve Claton@aus com 951-552-9120 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 fisted 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 2 L \ca\Agreements\Universal Protection Service Agreement.NPS 2 1 FY21 0162.docx.jn provision prohibiting cancellation or modification of the policy except upon thirty (30) days pnor 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 pnmary and non-contributing to any insurance or self- insurance maintained by City 6 2 Contractor shall defend, indemnify, and hold harmless City and its elected and appointed officials, employees and agents from and against any and all claims, losses and 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 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 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 (1) approve a rate, rule or regulation, or adopt or enforce a City law, (11) issue, deny, suspend or revoke any City permit, license, application, certification, approval, order or similar authorization or entitlement, (111) authorize City to enter into, modify or renew a contract, 3 L \ca\Agreements\Universal Protection Service Agreement.NPS 2 1 FY21 0162.docx.jn (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 wntten 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 pnor written approval of City and in strict compliance with the terms and conditions of this Agreement Any assignment or attempted assignment without such prior wntten consent may, in the sole discretion of City, results in City's immediate termination of this Agreement 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 authonty, 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 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 4 L \ca\Agreements\Universal Protection Service Agreement.NPS 2 1 FY21 0162.docx.jn project related data, drawings, specifications, reports, summaries and such other information and matenals 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 penod 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 pnor 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, without regard to its conflicts of laws provisions The Parties agree that all actions or proceedings arising in connection with this Agreement shall be tried and litigated only in the state courts located in San Bernardino County, California, and the federal courts located in Riverside County, 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 5 L \ca\Agreements\Universal Protection Service Agreement.NPS 2 1 FY21 0162.docx.jn IN WITNESS WHEREOF, duly authorized representatives of City and Contractor have signed in confirmation of this Agreement CITY OF REDLANDS UNIVERSAL PROTECTION SERVICE, LP dba ALLIED UNIVERSAL SECURITY SERVICES By By Paul T Banch, Mayor Steve Claton, President Southwest Region ATTEST Jeanne Donaldson, City Clerk 6 L \ca\Agreements\Universal Protection Service Agreement.NPS 2 1 FY21 0162.docx.jn EXHIBIT "A" SCOPE OF SERVICES Provide unarmed, uniformed professional security officers who are capable of exercising good judgement, will be highly visible at all times, deter crime, and perform other duties as outlined by the City SCHEDULE FRI SAT SUN MON TUES WED THUR 3PM — 11PM 1 officer - - 1 officer 1 officer 1 officer 1 officer 6AM — 2PM - 1 officer 1 officer - - - - 2PM — I OPM - 1 officer 1 officer - - - - HOLIDAYS New Years Day President's Day Memorial Day Independence Day Labor Day Thanksgiving Day Christmas Day 7 L \ca\Agreements\Universal Protection Service Agreement.NPS 2 1 FY21 0162.docx.jn EXHIBIT "B" FEE SCHEDULE FEE SCHEDULE Staff Weekly Hours Bill Rate Holiday / O.T. Rate Security Professionals 72 $27 92 $41 89 Total 8 L \ca\Agreements\Universal Protection Service Agreement.NPS 2 1 FY21 0162.docx.jn 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 UNIVERSAL PROTECTION SERVICE, LP dba ALLIED UNIVERSAL SECURITY SERVICES By Date Steve Claton, President, Southwest Region 9 L \ca\Agreements\Universal Protection Service Agreement.NPS 2 1 FY21 0162.docx.jn AGREEMENT TO PERFORM NON-PROFESSIONAL SERVICES FOR EQUIPMENT AND SUPPLIES This agreement for the provision of janitorial services ("Agreement") is made and entered in this 21 st day of June, 2022("Effective Date"), by and between the City of Redlands, a municipal corporation ("City") and Executive Facilities Services, Inc , a California corporation ("Contractor") City and Consultant are sometimes individually referred to herein as a "Party" and, together, as the "Parties " In consideration of the mutual promises contained herein, City and Consultant agree as follows ARTICLE 1 — ENGAGEMENT OF CONTRACTOR 1 1 City hereby engages Contractor to perform janitorial 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 this 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 information in its possession that may reasonably assist Contractor in performing the Services 3 2 City designates Chris Boatman, Assistant City Manager 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 this reference 4 1 The term of this Agreement shall be for a period of one (1) year commencing as of July 1, 2022, unless terminated earlier as provided herein 1 L \ca\Agreements\Executive Facilities Services Agreement.NPS 2 1 FY21 0150.docx.jn 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 Total compensation for Contractor's performance of the Services shall not exceed the amount of One Hundred Fifty Three Thousand Four Hundred Eight Four Dollars ($153,484) City shall pay Contractor on a time and materials basis up to the not to exceed amount in accordance with Exhibit "B," titled "Fee Schedule," which 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 descnption 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 Any notice or other communication required, or which may be given, pursuant to this Agreement, shall be in wrrtmg Any such notice shall be deemed delivered (i) on the date of delivery in person, (n) five (5) days after deposit in first class registered mail, with return receipt requested, (m) on the actual delivery date if deposited with an overnight couner, 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 CITY City Clerk City of Redlands 35 Cajon Street P 0 Box 3005 (mailing) Redlands, CA 92373 jdonaldson@cityofredlands org (909) 798-7531 CONTRACTOR Christian Ferraro, CFO Executive Facilities Services, Inc 6865 Weaver St Riverside, CA 92504 cferraro@execservices biz 844-780-2626 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 fisted 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 2 L \ca\Agreements\Executive Facilities Services Agreement.NPS 2 1 FY21 0150.docx.jn provision prohibiting cancellation or modification of the policy except upon thirty (30) days pnor 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 pnmary and non-contributing to any insurance or self- insurance maintained by City 6 2 Contractor shall defend, indemnify, and hold harmless City and its elected and appointed officials, employees and agents from and against any and all claims, losses and 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 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 7 2 Contractor agrees it is not a designated employee withm the meaning of the Political Reform Act because Contractor A Does not make a governmental decision whether to (1) approve a rate, rule or regulation, or adopt or enforce a City law, (11) issue, deny, suspend or revoke any City permit, license, application, certification, approval, order or similar authorization or entitlement, (111) authorize City to enter into, modify or renew a contract, 3 L \ca\Agreements\Executive Facilities Services Agreement.NPS 2 1 FY21 0150.docx.jn (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 wntten 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 pnor written approval of City and in strict compliance with the terms and conditions of this Agreement Any assignment or attempted assignment without such prior wntten consent may, in the sole discretion of City, results in City's immediate termination of this Agreement 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 authonty, 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 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 4 L \ca\Agreements\Executive Facilities Services Agreement.NPS 2 1 FY21 0150.docx.jn project related data, drawings, specifications, reports, summaries and such other information and matenals 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 penod 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 pnor 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, without regard to its conflicts of laws provisions The Parties agree that all actions or proceedings arising in connection with this Agreement shall be tried and litigated only in the state courts located in San Bernardino County, California, and the federal courts located in Riverside County, 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 IN WITNESS WHEREOF, duly authonzed representatives of City and Contractor have signed in confirmation of this Agreement CITY OF REDLANDS EXECUTIVE FACILITIES SERVICES, INC By By Paul T Banch, Mayor Chnstian Ferraro, CFO ATTEST Jeanne Donaldson, City Clerk 5 L \ca\Agreements\Executive Facilities Services Agreement.NPS 2 1 FY21 0150.docx.jn EXHIBIT "A" SCOPE OF SERVICES NAMED AREAS A Lobby, Offices, Conference Room and Common Areas B Restrooms C Lunchrooms CLEANING SCHEDULE I. NIGHTLY CLEANING A. Lobby, Offices, Conference Room and Common Areas 1 All trash receptacles are to be emptied and trash removed to a collection point 2 Vacuum carpet areas making sure to get underneath desks, into corners, and along edges Executive Services will not be responsible for removal of staples from carpets 3 Clean and polish drinking fountain(s) 4 Thoroughly dust all horizontal surfaces, including desk tops, top of file cabinets, window sills, chairs, tables, pictures and all manner of furnishings 5 Damp wipe all honzontal surfaces to remove coffee nngs and spillage as needed 6 Dust telephones 7 Dust mop hard surface floors with a treated dust mop 8 Damp mop hard surface floors to remove any spillage from soiled areas 9 Damp wipe entrance metal and fingerprints on entrance glass 10 Spot clean partition glass 11 Notify management of any concerns 12 Make sure doors and security systems are properly secured as instructed by client 6 L \ca\Agreements\Executive Facilities Services Agreement.NPS 2 1 FY21 0150.docx.jn NIGHTLY CLEANING continued B. Restrooms 1 Stock towels, tissue and hand soap 2 Empty sanitary napkin receptacles and wipe 3 Empty trash receptacles and wipe if needed 4 Clean and polish mirrors 5 Wipe towel cabinet covers 6 Toilets and urinals to be cleaned and sanitized inside and outside Polish bright work 7 Toilet seats to be cleaned on both sides 8 Scour and sanitize all basins Polish bright work 9 Dust partitions, tip of mirrors and frames 10 Remove splash marks from walls and around basins 11 Mop and rinse restroom floors C. Lunchroom 1 All trash receptacles are to be emptied including entrance containers and trash removed to a collection point 2 Dust mop hard surface floors with a treated dust mop 3 Damp mop hard surface floors to remove spillage from soiled areas 4 Clean and damp wipe tables and chairs 5 Spot clean walls near trash receptacles 6 Clean fronts, tops, and sides of trash receptacles as needed 7 Clean and polish drinking fountain/water cooler 8 Damp wipe counter tops to remove coffee nngs and spillage 9 Clean and sanitize sink, Client responsible for dishes 7 L \ca\Agreements\Executive Facilities Services Agreement.NPS 2 1 FY21 0150.docx.jn II. WEEKLY CLEANING A All Named Areas 1 Dust all vertical surfaces of desks, file cabinets, chairs, tables and other office furniture 2 Thoroughly vacuum all carpeting, taking care to get into corners, along edges and beneath furniture 3 Damp mop hard surface floors, taking care to get into corners, along edges and beneath furniture III. MONTHLY CLEANING A. All Named Areas 1 Complete all high dusting not reached in the above mentioned cleaning 2 Remove fingerprints and marks from around light switches and door frames 3 Vacuum all upholstered furniture 4 Damp wipe telephones IV. OTHER SERVICES A Defective or inoperable building equipment will be brought to the attention of CLIENT, for example 1 Leakage or problem plumbing 2 Defective lights or lighting 3 Doors and/or gates not properly secured 4 Other unusual circumstances that might affect the secunty, maintenance or effectiveness of the facility B A Teflon -type carpet protector will be applied, upon request, for an additional fee C An anti -static material will be applied to all carpeting, upon request, for an additional fee D Care will be exercised so that baseboards, walls, and furniture will not be splashed, marred, and disfigured or damaged during these or any other scheduled operations E Janitor closets, equipment, and materials will be kept in a neat, clean, and orderly condition at all times F Any emergency cleaning accomplished for a nominal fee 8 L \ca\Agreements\Executive Facilities Services Agreement.NPS 2 1 FY21 0150.docx.jn V. DAY PORTER SERVICES A Disinfect all high touch point areas in the lobby, common areas, and elevators (1 e door handles, elevator buttons, railings, drinking fountains, etc 9 L \ca\Agreements\Executive Facilities Services Agreement.NPS 2 1 FY21 0150.docx.jn EXHIBIT "B" FEE SCHEDULE Service Monthly Amount Annual Amount Janitorial $7,491 55 $89,899 Fixed $1,184 70 $14,216 Day Porter $2,614 08 $31,369 Supplies $1,500 00 $18,000 Total Agreement Amount $153,484 10 L \ca\Agreements\Executive Facilities Services Agreement.NPS 2 1 FY21 0150.docx.jn 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 EXECUTIVE FACILITIES SERVICES, INC By Date Christian Ferraro, CFO 11 L \ca\Agreements\Executive Facilities Services Agreement.NPS 2 1 FY21 0150.docx.jn AGREEMENT TO PERFORM NON-PROFESSIONAL SERVICES FOR EQUIPMENT AND SUPPLIES This agreement for the provision of Ford original equipment manufacturer parts ("Agreement") is made and entered in this 21 st day of June, 2022("Effective Date"), by and between the City of Redlands, a municipal corporation ("City") and Fairview Ford Sales, Inc , a California corporation ("Contractor") City and Consultant are sometimes individually referred to herein as a "Party" and, together, as the "Parties " In consideration of the mutual promises contained herein, City and Consultant agree as follows ARTICLE 1 — ENGAGEMENT OF CONTRACTOR 1 1 City hereby engages Contractor to perform supply Ford original equipment manufacturer parts 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 this 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 information in its possession that may reasonably assist Contractor in performing the Services 3 2 City designates Chns Boatman, Assistant City Manager 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 this reference 4 1 The term of this Agreement shall be for a period of one (1) year commencing on July 1, 2022 (the "Initial Term") The City shall have the option to extend the Initial Term of this 1 L \ca\Agreements\Fairview Ford Sales Agreement.NPS 2 1 FY21 0152.docx.jn Agreement by two (2) additional one-year terms (each, 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 The Initial Term and the Extended Terms are hereby collectively, referred to herein as the "Term" of this Agreement 4 2 If Contractor's Services include deliverable electronic visual presentation materials, such matenals 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 Twenty Three Thousand Nine Hundred Seventy One Dollars and Forty Cents ($23,971 40) for the Services provided during the Initial Term Should this Agreement be renewed, the compensation for Contractor's performance for the Services shall not exceed the amount of Twenty Three Thousand Nine Hundred Seventy One Dollars and Forty Cents ($23,971 40) for the first Extended Term, and Twenty Three Thousand Nine Hundred Seventy One Dollars and Forty Cents ($23,971 40) for the second Extended Term, bringing the total possible amount of compensation to a not -to -exceed amount of Seventy One Thousand Nine Hundred Fourteen Dollars and Twenty Cents ($71,914 20) 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 "Fee Schedule," 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 descnption 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 Any notice or other communication required, or which may be given, pursuant to this Agreement, shall be in wrrtmg Any such notice shall be deemed delivered (i) on the date of delivery in person, (n) five (5) days after deposit in first class registered mail, with return receipt requested, (m) on the actual delivery date if deposited with an overnight couner, 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 CITY City Clerk City of Redlands 35 Cajon Street P 0 Box 3005 (mailing) CONTRACTOR Linda Barman, Parts Manager Fairview Ford Sales, Inc PO Box 1390 San Bernardino, CA 92402 2 L \ca\Agreements\Fairview Ford Sales Agreement.NPS 2 1 FY21 0152.docx jn Redlands, CA 92373 jdonaldson@cityofredlands org (909) 798-7531 lbarman@fairviewford com 909-386-0266 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 non-contributing to any insurance or self- insurance maintained by City 6 2 Contractor shall defend, indemnify, and hold harmless City and its elected and appointed officials, employees and agents from and against any and all claims, losses and 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 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 3 L \ca\Agreements\Fairview Ford Sales Agreement.NPS 2 1 FY21 0152.docx in 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 (1) approve a rate, rule or regulation, or adopt or enforce a City law, (11) issue, deny, suspend or revoke any City permit, license, application, certification, approval, order or similar authorization or entitlement, (111) 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 wntten 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 Any assignment or attempted assignment without such prior wntten consent may, in the sole discretion of City, results in City's immediate termination of this Agreement 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 4 L \ca\Agreements\Fairview Ford Sales Agreement.NPS 2 1 FY21 0152.docx in 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 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 matenals 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 penod 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 pnor 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, without regard to its conflicts of laws provisions The Parties agree that all actions or proceedings arising in connection with this Agreement shall be tried and litigated only in the state courts located in San Bernardino County, California, and the federal courts located in Riverside County, 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 5 L \ca\Agreements\Fairview Ford Sales Agreement.NPS 2 1 FY21 0152.docx in IN WITNESS WHEREOF, duly authorized representatives of City and Contractor have signed in confirmation of this Agreement CITY OF REDLANDS FAIRVIEW FORD SALES, INC By By Paul T Banch, Mayor Linda Barman, Parts Manager ATTEST Jeanne Donaldson, City Clerk 6 L \ca\Agreements\Fairview Ford Sales Agreement.NPS 2 1 FY21 0152.docx in EXHIBIT "A" SCOPE OF SERVICES Contractor shall supply cost-effective Ford OEM Wholesale parts in a timely efficient manner Pnces include, but not be limited to, overhead costs, freight and delivery No additional costs will be paid except applicable taxes Contractor's facility shall be located within a 10-mile radius of the intersections of Highways 10 and Tennessee Street, Redlands 92373 Contractor shall be an established and factory authonzed Ongmal Equipment Manufacturer (OEM) parts dealer and/or service center for Ford products 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 Contractor shall 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 Contractor shall maintain the required levels of products for which they are certified All items provided under this agreement shall be ongmal 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 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 Redlands region Wholesale parts shall be delivered within two (2) hours 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 Availability and timely delivery are cntical to the award and maintenance of this agreement Failure to maintain adequate inventory or provide timely delivery shall be grounds for termination If Contractor does not have the required part(s) in stock, Contractor personnel shall determine if the City's need is immediate If Contractor does not have the required item(s) on a regular basis, and/or frequently obtains parts from other dealers, the City may determine that the bidder does not "maintain adequate inventory" and may terminate this agreement Contractor shall accept the return of unused and undamaged items purchased through this agreement at 100% of the contract price 7 L \ca\Agreements\Fairview Ford Sales Agreement.NPS 2 1 FY21 0152.docx jn The provisions of this contract shall in no way prohibit the City from purchasing the same products and/or services fisted herein from another supplier 8 L \ca\Agreements\Fairview Ford Sales Agreement.NPS 2 1 FY21 0152.docx in EXHIBIT "B" FEE SCHEDULE Line Item # Description Part # Unit Cost 1 Sender Assy — Fuel Tank 6C3Z-9275-VA $365 40 2 Exhaust Tube DB5Z-5G203-A $245 70 3 Nozzle Asy 4C3Z-9E527-BRM $173 25 4 Pipe — Fuel Filler DG1Z-9034-G $152 25 5 Wrench — Wheel Nut 5L1Z-17032-A $29 40 6 Kit —Spanner 5L1Z-17003-A $91 88 7 Handle 1L3Z-9943400-BAA $19 77 8 Motor and Pump Asy 7R3Z-17664-A $16 70 9 L \ca\Agreements\Fairview Ford Sales Agreement.NPS 2 1 FY21 0152.docx in 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 FAIRVIEW FORD SALES, INC By Date Linda Barman, Parts Manager 10 L \ca\Agreements\Fairview Ford Sales Agreement.NPS 2 1 FY21 0152.docx jn AGREEMENT TO PERFORM NON-PROFESSIONAL SERVICES FOR EQUIPMENT AND SUPPLIES This agreement for the provision of pick up and disposal of hazardous waste materials ("Agreement") is made and entered in this 21 st day of June, 2022("Effective Date"), by and between the City of Redlands, a municipal corporation ("City") and Haz Mat Trans, Inc , a California corporation ("Contractor") City and Consultant are sometimes individually referred to herein as a "Party" and, together, as the "Parties " In consideration of the mutual promises contained herein, City and Consultant agree as follows ARTICLE 1 — ENGAGEMENT OF CONTRACTOR 1 1 City hereby engages Contractor to perform pick up and disposal of hazardous waste matenals 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 this 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 information in its possession that may reasonably assist Contractor in performing the Services 3 2 City designates Chns Boatman, Assistant City Manager 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 this reference 4 1 The term of this Agreement shall be for a period of one (1) year commencing on July 1, 2022 (the "Initial Term") The City shall have the option to extend the Initial Term of this 1 L \ca\Agreements\Haz Mat Trans Agreement.NPS 2 1 FY21 0153 docx.jn Agreement by two (2) additional one-year terms (each, 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 The Initial Term and the Extended Terms are hereby collectively, referred to herein as the "Term" of this Agreement 4 2 If Contractor's Services include deliverable electronic visual presentation materials, such matenals 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 Fifty -Three Thousand Nine Hundred Fifty -Seven Dollars ($53,957) for the Services provided during the Initial Term Should this Agreement be renewed, the compensation for Contractor's performance for the Services shall not exceed the amount of Fifty -Three Thousand Nine Hundred Fifty -Seven Dollars ($53,957) for the first Extended Term, and Fifty -Three Thousand Nine Hundred Fifty Seven Dollars ($53,957) for the second Extended Term, bnnging the total possible amount of compensation to a not -to -exceed amount of One Hundred Sixty One Thousand Eight Hundred Seventy One Dollars ($161,871) 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 "Fee Schedule," 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 descnption 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 Any notice or other communication required, or which may be given, pursuant to this Agreement, shall be in wrrtmg Any such notice shall be deemed delivered (i) on the date of delivery in person, (n) five (5) days after deposit in first class registered mail, with return receipt requested, (m) on the actual delivery date if deposited with an overnight couner, 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 CITY City Clerk City of Redlands 35 Cajon Street P 0 Box 3005 (mailing) CONTRACTOR Mike Hammer, General Manager Haz Mat Trans, Inc 230 E Dumas Street San Bernardino, ca 92408 2 L \ca\Agreements\Haz Mat Trans Agreement.NPS 2 1 FY21 0153.docx in Redlands, CA 92373 jdonaldson@cityofredlands org (909) 798-7531 mikehammer@hazmattrans com 909-889-5607 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 non-contributing to any insurance or self- insurance maintained by City 6 2 Contractor shall defend, indemnify, and hold harmless City and its elected and appointed officials, employees and agents from and against any and all claims, losses and 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 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 3 L \ca\Agreements\Haz Mat Trans Agreement.NPS 2 1 FY21 0153.docx in 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 (1) approve a rate, rule or regulation, or adopt or enforce a City law, (11) issue, deny, suspend or revoke any City permit, license, application, certification, approval, order or similar authorization or entitlement, (111) 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 wntten 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 Any assignment or attempted assignment without such prior wntten consent may, in the sole discretion of City, results in City's immediate termination of this Agreement 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 4 L \ca\Agreements\Haz Mat Trans Agreement.NPS 2 1 FY21 0153.docx in 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 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 matenals 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 penod 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 pnor 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, without regard to its conflicts of laws provisions The Parties agree that all actions or proceedings arising in connection with this Agreement shall be tried and litigated only in the state courts located in San Bernardino County, California, and the federal courts located in Riverside County, 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 5 L \ca\Agreements\Haz Mat Trans Agreement.NPS 2 1 FY21 0153.docx in IN WITNESS WHEREOF, duly authorized representatives of City and Contractor have signed in confirmation of this Agreement CITY OF REDLANDS HAZ MAT TRANS, INC By By Paul T Banch, Mayor Mike Hammer, General Manager ATTEST Jeanne Donaldson, City Clerk 6 L \ca\Agreements\Haz Mat Trans Agreement.NPS 2 1 FY21 0153.docx in EXHIBIT "A" SCOPE OF SERVICES Contractor shall pick up and disposal of Hazardous Waste Matenals to an Approved Treatment Storage Disposal Facility (TSDF) Services provided will be on quarterly basis or as requested by Fleet Manager. Manifests will need to be provided for every service and hand delivered to Equipment Maintenance Project Assistant and/or Fleet Manager. Contractor shall provide the following services on an as needed basis • Vacuum tanker, Non Hazardous/Hazardous per test results Liquid Clarifier service o Clarifier 1 (truck was bay) o Clarifier 2 (mechanic shop wash bay) • Truck tires transported to an Approved TSDF for disposal, • Supply 55 Gallon Oil Filter barrels for filters, absorbent, and contaminated fuel, • Supply 5 Gallon Poly Pail, • Supply 4' Light Box and 8' Light Box, • Pick up and disposal of fluorescent light bulbs/tubes, • Supply 55 Gallon barrels for asphalt emulsion and diesel fuel mixture, • Pick up Asphalt Emulsion and Diesel Fuel Mixture, • Pick up and disposal of unused (water, oil) based paint 5 gallon containers, • Pick up and disposal of Waste Oil, and • Pick up used absorbent (floor dry/oil absorbent) • Trained Dnver/Environmental Technician must be On -Site when matenal is being picked up for disposal Items described are required waste items are will be handled and transported from Corporate Yard • Fluorescent bulbs/tubes • Absorbents • Oil, absorbent rags • Drained oil filters • Water and oil based paint • Oil absorbent socks and pads • Waste Oil • Waste gas and diesel 7 L \ca\Agreements\Haz Mat Trans Agreement.NPS 2 1 FY21 0153.docx in EXHIBIT "B" FEE SCHEDULE SECTION A — Tire Disposal Item No Description Unit of Measure Unit Price Al Truck Tires transported to an Approved TSDF for Disposal, per tire Each $1 00 A2 *Transportation Cost from Redlands Corporate Yard to an approved TSDF location per transport/disposal $150 00 A3 Manifest and Labeling Fee Each $30 00 SECTION B — Non Hazardous Solids or Liquids Item No Description Unit of Measure Unit Price B1 55 Gallon Oil Filter Drums Each $75 00 B2 55 Gallon Drums for Disposal to an Approved TSDF Waste Non Hazardous Solid Crushed or Drained Oil Filters Each $150 00 B3 *Transportation Cost from Redlands Corporate Yard to an approved TSDF location per transport/disposal $375 00 B4 Manifest and Labeling Fee Each $30 00 SECTION C — Fluorescent Tubes or Batteries Item No Description Unit of Measure Unit Price Cl 5 Gallon Poly Pail Each $30 00 C2 4' Light Box Each $48 00 C3 8' Light Box Each $55 00 C4 Disposal of Universal Batteries to an Approved TSDF Each $N/A C5 Universal Fluorescent Tubes for Disposal, Per Foot Foot $0 20 C6 U-Lamps for Disposal, Per Lamp Each $1 00 C7 5 Gallon Pail Disposal to an Approved TSDF Waste Non RCRA Hazardous Non PCB Ballast, Per Lb Pound $2 25 C8 5 Gallon Pail Disposal to an Approved TSDF Waste RCRA Hazardous Non PCB Ballast, Per Lb Pound $2 25 C9 HID Lamps for Disposal, Per Lamp Each $3 30 C10 *Transportation Cost from Redlands Corporate Yard to an approved TSDF location per transport/disposal $375 00 C11 Manifest and Labeling Fee Each $30 00 8 L \ca\Agreements\Haz Mat Trans Agreement.NPS 2 1 FY21 0153.docx In SECTION D — Clarifier Removal and Pumping Item No Description Unit of Measure Unit Price D1 Remove Non Hazardous Liquid Clarifier Each $0 00 D2 Pumping and Transportation Charge Each $954 00 D3 Disposal Fees Each $1,332 00 D4 Solid Surcharge < 15% Solids Each $175 00 D5 Manifest and Labeling Fee Each $30 00 SECTION E — Asphalt, Sludge, and Diesel Removal Item No Description Unit of Measure Unit Price E1 Supply - 55 Gallon Metal Drum - Closed Top Each $75 00 E2 55 Gallon Drums for Disposal to an Approved TSDF Waste Non RCRA Diesel, Asphalt Tack & Water Sludge Each $150 00 E3 *Transportation Cost from Redlands Corporate Yard to an approved TSDF location per transport/disposal $300 00 E4 Manifest and Labeling Fee Each $30 00 SECTION F — Oil and Water Based Paint Removal Item No Description Unit of Measure Unit Price F1 Removal of unused oil based paint in 5 Gallon containers transported to an Approved TSDF for Disposal, per unit Each $275 00 F2 Removal of unused water based paint in 5 Gallon containers transported to an Approved TSDF for Disposal, per unit Each $75 00 F3 Commodity pack of water based paint 55 gallon drum Each $75 00 F4 Commodity pack of oil based paint 55 gallon drum Each $325 00 F5 *Transportation Cost from Redlands Corporate Yard to an approved TSDF location per transport/disposal $675 00 F6 Manifest and Labeling Fee Each $30 00 *Transportation Cost from Redlands Corporate Yard to an approved TSDF location must mclude all additional and related fees such as staffing labor and testing fees pertaining to hazardous waste commodity 9 L \ca\Agreements\Haz Mat Trans Agreement.NPS 2 1 FY21 0153.docx in 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 HAZ MAT TRANS, INC By Date Mike Hammer, General Manager 10 L \ca\Agreements\Haz Mat Trans Agreement.NPS 2 1 FY21 0153.docx in AGREEMENT TO PERFORM NON-PROFESSIONAL SERVICES FOR EQUIPMENT AND SUPPLIES This agreement for the provision of Ford original equipment manufacturer parts and repair services ("Agreement") is made and entered in this 21 st day of June, 2022 ("Effective Date"), by and between the City of Redlands, a municipal corporation ("City") and Ken Grody Ford Redlands, LLC ("Contractor") City and Consultant are sometimes individually referred to herein as a "Party" and, together, as the "Parties " In consideration of the mutual promises contained herein, City and Consultant agree as follows ARTICLE 1 — ENGAGEMENT OF CONTRACTOR 1 1 City hereby engages Contractor to perform Ford original equipment manufacturer parts 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 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 this 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 information in its possession that may reasonably assist Contractor in performing the Services 3 2 City designates Chns Boatman, Assistant City Manager 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 this reference 4 1 The term of this Agreement shall be for a period of one (1) year commencing on July 1, 2022 (the "Initial Term") The City shall have the option to extend the Initial Term of this 1 L \ca\Agreements\Ken Grody Ford Redlands Agreement.NPS 2 1 FY21 0154.docx.jn Agreement by two (2) additional one-year terms (each, 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 The Initial Term and the Extended Terms are hereby collectively, referred to herein as the "Term" of this Agreement 4 2 If Contractor's Services include deliverable electronic visual presentation materials, such matenals 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 Ninety -Eight Thousand Five Hundred Thirty -Five Dollars ($98,535) for the Services provided during the Initial Term Should this Agreement be renewed, the compensation for Contractor's performance for the Services shall not exceed the amount of Ninety -Eight Thousand Five Hundred Thirty -Five Dollars ($98,535) for the first Extended Term, and Ninety -Eight Thousand Five Hundred Thirty -Five Dollars ($98,535) for the second Extended Term, bnnging the total possible amount of compensation to a not -to -exceed amount of Two Hundred Ninety -Five Thousand Six Hundred Five Dollars ($295,605) 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 "Fee Schedule," which is attached hereto and incorporated herein by reference 5 2 Contractor shall submit an invoice to City upon completion of 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, (n) five (5) days after deposit in first class registered mail, with return receipt requested, (m) on the actual delivery date if deposited with an overnight couner, 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 CITY City Clerk City of Redlands 35 Cajon Street P 0 Box 3005 (mailing) Redlands, CA 92373 jdonaldson@cityofredlands org CONTRACTOR Trever Desherlia, Parts & Service Director Ken Grody Ford Redlands 1121 W Colton Ave Redlands, CA 92374 trever@kengrodyford com 909-793-3211 2 L \ca\Agreements\Ken Grody Ford Redlands Agreement.NPS 2 1 FY21 0154.docxin (909) 798-7531 Fax 909-307-2708 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 non-contributing to any insurance or self- insurance maintained by City 6 2 Contractor shall defend, indemnify, and hold harmless City and its elected and appointed officials, employees and agents from and against any and all claims, losses and 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 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 L \ca\Agreements\Ken Grody Ford Redlands Agreement.NPS 2 1 FY21 0154.docxjn 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, 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 Any assignment or attempted assignment without such prior written consent may, in the sole discretion of City, results in City's immediate termination of this Agreement 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 4 L \ca\Agreements\Ken Grody Ford Redlands Agreement.NPS 2 1 FY21 0154.docxin 8 4 This Agreement may be terminated by City, in its sole discretion, by providing not less than ten (10) days pnor written notice to Contractor 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, summanes 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 penod 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, without regard to its conflicts of laws provisions The Parties agree that all actions or proceedings arising in connection with this Agreement shall be tned and litigated only in the state courts located in San Bernardino County, California, and the federal courts located in Riverside County, 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 depnve a Party of a matenal benefit of its bargain under this Agreement 5 L \ca\Agreements\Ken Grody Ford Redlands Agreement.NPS 2 1 FY21 0154.docxin IN WITNESS WHEREOF, duly authorized representatives of City and Contractor have signed in confirmation of this Agreement CITY OF REDLANDS KEN GRODY FORD REDLANDS By By Paul T Banch, Mayor Trever Desherha, Parts & Service Director ATTEST Jeanne Donaldson, City Clerk 6 L \ca\Agreements\Ken Grody Ford Redlands Agreement.NPS 2 1 FY21 0154.docxin EXHIBIT "A" SCOPE OF SERVICES CLASSIFICATION A Provide high quality Certified Ford Ongmal Equipment Manufacturer parts and repair service to City -owned Ford Motor Company automobiles, including cars, light duty and medium duty trucks, vans, and SUVs All repairs must use Ford Original Equipment Manufacturer replacement parts Contractor shall furnish all supplies, matenals, labor, tools, equipment and transportation, and perform all requested services to the satisfaction of the City of Redlands Contractor shall be a Ford Motor Company authorized dealer capable of performing all warranty, diagnostic, general, and specialized repairs Contractor shall be able to provide factory authonzed warranty and service support Pick-up and delivery Contractor shall provide pickup and delivery services as requested to the Equipment Maintenance Corporate Yard, 1270 W Park Avenue #Bldg E Contractor shall pick up and drop off, or arrange for pickup and drop off of City vehicles from City Corporate Yard, using shop tow truck or towing subcontractor Upon receipt of a request, vehicles are to be picked up by the contractor from the City Corporate Yard within 24 hours of request for repairs Upon completion of the work, the contractor will have 24 hours to deliver the vehicle to the City Corporate Yard In the event that Contractor is unable to make pick up or delivery within 24 hours, or cannot complete the repair for any other reason, Contractor must inform Fleet Services Coordinator when the order is placed In such a case, the City reserves the right to procure the service from another vendor All deliveries under this agreement shall be accompanied by one copy of a delivery tag All delivery tags shall include the Contractor's name, the City's contact number, the date of the order, and itemized list of the materials furnished, including quantity, unit price and extension of each item, less applicable discount Repairs to Ford vehicles shall only be made after an itemized part and labor estimate has been submitted and authorization by the Fleet Services Coordinator has been provided to Contractor Upon completion of repair and delivery of vehicle, the vehicle shall be inspected before acceptance by the City's Fleet Services Coordinator or Fleet Mechanics for workmanship, appearance, proper functioning of all items and equipment, and conformance to all other requirements of this specification If deficiencies are found, it shall be the responsibility of the 7 L \ca\Agreements\Ken Grody Ford Redlands Agreement.NPS 2 1 FY21 0154.docxin Contractor to pick up the vehicle, make necessary correction and redeliver the vehicle for re - inspection and acceptance Payment will not be made until corrective action has been made Ford OEM Parts and Repairs Contractor's facility shall be located within a 10-mile radius of the intersections of Highways 10 and Tennessee Street, Redlands 92373 Contractor shall be an established and factory authorized Original Equipment Manufacturer (OEM) parts dealer and/or service center for Ford products 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 Contractor shall 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 Contractor shall maintain the required levels of products for which they are certified 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 genenc parts shall be supplied 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 Redlands region Wholesale parts shall be delivered within two (2) hours 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 Availability and timely delivery are critical to the award and maintenance of this agreement Failure to maintain adequate inventory or provide timely delivery shall be grounds for termination If Contractor does not have the required part(s) in stock, Contractor personnel shall determine if the City's need is immediate If Contractor does not have the required item(s) on a regular basis, and/or frequently obtains parts from other dealers, the City may determine that the bidder does not "maintain adequate inventory" and may terminate this agreement Contractor shall accept the return of unused and undamaged items purchased through this agreement at 100% of the contract price The provisions of this contract shall in no way prohibit the City from purchasing the same products and/or services listed herein from another supplier 8 L \ca\Agreements\Ken Grody Ford Redlands Agreement.NPS 2 1 FY21 0154.docxin EXHIBIT "B" FEE SCHEDULE FORD OEM PARTS AND REPAIRS WITH PICK-UP AND DELIVERY OF VEHICLES Item Description Unit Cost 1 Hourly Labor Rate $85 00 2 Pick-up and delivery charge, per vehicle $0 00 3 Parts and Materials % Markup 8% 9 L \ca\Agreements\Ken Grody Ford Redlands Agreement.NPS 2 1 FY21 0154.docxin 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 KEN GRODY FORD REDLANDS By Date Trever DeSherlia, Parts & Service Director 10 L \ca\Agreements\Ken Grody Ford Redlands Agreement.NPS 2 1 FY21 0154.docxin AGREEMENT TO PERFORM NON-PROFESSIONAL SERVICES FOR IMPROVEMENT TO PUBLIC BUILDINGS AND GROUNDS This agreement for the provision of landscape maintenance services at Hillside Memorial Park Cemetery ("Agreement") is made and entered in this 21 st day of June, 2022 ("Effective Date"), by and between the City of Redlands, a municipal corporation ("City") and Leafwise Landscape LLC ("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 11 ARTICLE 1 — ENGAGEMENT OF CONTRACTOR City hereby engages Contractor to perform landscape maintenance services at Hillside Memorial Park Cemetery for City (the "Services") 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 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 — RESPONSIBILITIES OF CONTRACTOR 2 1 Contractor shall comply with all applicable federal, state and local laws and regulations in the performance of the Services including, but not limited, to all applicable Labor Code and prevailing wage laws and non-discrimination laws, including the Americans with Disabilities Act Pursuant to Labor Code section 1773 2, copies of the prevailing rates of per diem wages as determined by the Director of the California Department of Industrial Relations for each craft, classification or type of worker needed to undertake the Services are on file at City's Municipal Utilities and Engineering Department, located at the Civic Center, 35 Cajon Street, Suite 15A (Mailing P 0 Box 3005), Redlands, California 92373 2 2 Contractor acknowledges that if it violates the Labor Code provisions relating to prevailing wages that City may enforce such provisions by withholding payments to Contractor or its subcontractors pursuant to Labor Code section 1771 6 2 3 If Contractor executes an agreement with a subcontractor to perform any portion of the Services, Contractor shall comply with Labor Code sections 1775 and 1777 7, and shall provide the subcontractor with copies of the provisions of Labor Code sections 1771, 1775, 1776, 1777 5, 1813 and 1815 Contractor acknowledges that the statutory provisions establishing penalties for failure to comply with state wage and hour laws and to pay prevailing wages may be enforced by City pursuant to Labor Code sections 1775 and 1813 2 4 Contractor and its subcontractors shall comply with the provisions of Labor Code section 1776 regarding payroll records maintenance, certifications, retention and inspection 2 5 Contractor acknowledges that eight (8) hours constitutes a legal day's work pursuant to 1 L \ca\Agreements\Leafwise Landscape Agreement.NPS 2.2.FY21 0155.docx in Labor Code section 1810 2 6 Contractor shall comply with the provisions of Labor Code section 1777 5 as to apprenticeships, and Labor Code sections 1771, 1775, 1776, 1777 5, 1813 and 1815 2 7 Pursuant to Public Contract Code section 7103 5(b), Contractor offers and agrees to assign to City all rights, title and interest in and to all causes of action it may have under section 4 of the Clayton Act (15 U S C section 15) or under the Cartwright Act (Chapter 2 (commencing with section 16700) of Part 2 of Division 7 of the Business and Professions Code), ansing from purchases of goods, goods or matenals pursuant to this Agreement 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 Chris Boatman, Assistant City Manager, 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," which is attached hereto and incorporated herein by reference 4 2 The term of this Agreement shall be for a penod of one (1) year commencing on July 1, 2022, (the "initial term") The City shall have the option to extend the initial term of this Agreement by two (2) additional years (each, 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 The Initial Term and the Extended Terms are hereby collectively, referred to herein as the "Term" of this Agreement 4 3 Contractor shall furnish a labor and matenal bond in the form attached hereto as Exhibit "B," which is attached hereto and incorporated herein by reference, in an amount equal to one hundred percent (100%) of the total compensation to be paid to Contractor pursuant to this Agreement ARTICLE 5 — PAYMENTS TO CONTRACTOR 5 1 The compensation for Contractor's performance of the Services shall not exceed the amount of seventy-six thousand two hundred seventy-five dollars and twenty cents ($76,275 20) for the Services provided during the Initial Term Should this Agreement be renewed, the compensation for Contractor's performance for the Services shall not exceed the amount of seventy-six thousand two hundred seventy-five dollars and twenty cents ($76,275 20) for the first Extended Term, and seventy-six thousand two hundred seventy- five dollars and twenty cents ($76,275 20) for the second Extended Term, bnngmg the total 2 L \ca\Agreements\Leafwise Landscape Agreement.NPS 2.2.FY21 0155.docx in possible amount of compensation to a not -to -exceed amount of two hundred twenty-eight thousand eight hundred twenty-five dollars and sixty cents ($228,825 60) 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 "C," titled "Fee Schedule," 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 descnption 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 Any notice or other communication required, or which may be given, pursuant to this Agreement, shall be in wrrtmg Any such notice shall be deemed delivered (i) on the date of delivery in person, (tt) five (5) days after deposit in first class registered mail, with return receipt requested, (111) on the actual delivery date if deposited with an overnight couner, 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 CITY City Clerk City of Redlands 35 Cajon Street P 0 Box 3005 (mailing) Redlands, CA 92373 jdonaldson@cityofredlands org (909) 798-7531 CONTRACTOR Jovani Lemus, President/Managmg Officer Leafwise Landscape LLC 25691 San Lupe Ave Moreno Valley, CA 92551 leafwise jlemus@gmail com (951) 214-9773 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 "D," titled "Workers' Compensation Insurance Certification," which is attached hereto and 3 L \ca\Agreements\Leafwise Landscape Agreement.NPS 2.2.FY21 0155.docxin 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 pnmary and non-contributing to any insurance or self- insurance maintained by City 6 2 Contractor shall defend, indemnify and hold harmless City and its elected and appointed 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 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 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 (1) approve a rate, rule or regulation, or adopt or enforce a City law, (11) issue, deny, suspend or revoke any City permit, license, application, certification, approval, order or similar authorization or entitlement, (111) 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 4 L \ca\Agreements\Leafwise Landscape Agreement.NPS 2.2.FY21 0155.docxin 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 Any assignment or attempted assignment without such prior written consent may, in the sole discretion of City, results in City's immediate termination of this Agreement 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 five (5) days prior wntten notice to Contractor of City's intent to terminate If this Agreement is terminated by City, an adjustment to Contractor's compensation shall be made, but (i) no amount shall be allowed for anticipated profit or unperformed Services, and (ii) 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, design calculations, drawings, specifications, reports, estimates, 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 penod of three (3) 5 L \ca\Agreements\Leafwise Landscape Agreement.NPS 2.2.FY21 0155.docxin 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, without regard to its conflicts of laws provisions The Parties agree that all actions or proceedings arising in connection with this Agreement shall be tned and litigated only in the state courts located in San Bernardino County, California, and the federal courts located in Riverside County, 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 depnve a Party of a material benefit of its bargain under this Agreement IN WITNESS WHEREOF, duly authonzed representatives of City and Contractor have signed in confirmation of this Agreement CITY OF REDLANDS LEAFWISE LANDSCAPE LLC By By Paul T Banch, Mayor Jovani Lemus, President/Managing Officer ATTEST Jeanne Donaldson, City Clerk 6 L \ca\Agreements\Leafwise Landscape Agreement.NPS 2.2.FY21 0155.docx jn EXHIBIT "A" SCOPE OF SERVICES All Services to be completed at the following estimated intervals 4 times per month during peak season (March - November), 2 times per month dunng slow season (December - February) The specific hours/intervals required for each service may change from these estimates at city staff discretion 1 TURF/GRASS MOWING Mowing height for all turf grass areas shall be no less than 1 5" and shall not exceed 2 5" during the months of March - November Through the months of December - February turf grass shall be mowed at a height of 3 5" to 4 5 " The turf shall be cut at a uniform height leaving no scalping or uneven cuts Trash and debris shall be cleaned up prior to each mowing 2. TURF/GRASS EDGING & TRIMMING All areas in need of trimming such as turf grass, ground cover, hedges, etc shall be mechanically trimmed Trimming shall be performed around all markers, upnght monuments, signs, posts, trees, shrubs, utility posts, fencing, and all other obstacles taking special care to not cause any damage Grass shall be tnmmed at a height corresponding with specifications determined by the mowing schedule 3 BLOW/SWEEP CURB, GUTTER, HARDSCAPE Areas that need to be blown once a week in an effort to remove debns and trash are the Main Gate Entrance, Garden of Serenity Plaza, Serenity Niche Estates, Block L Staircase, Block L Cremation Estates (North End Wall), Veterans Circle, Front of Office, Shop Walkway, Redlands Mausoleum Entrance, Hillside Mausoleum South Patio and both North facing entrances 4 WEED CONTROL (CHEMICAL TREATMENT, MANUAL REMOVAL) The contractor shall monitor and provide continuous weed control and shall take timely measures to treat them with appropnate herbicide application Applicator shall take appropriate measures and precautions while applying various pesticides and/or herbicides to meet with all county rules and regulations 7 L \ca\Agreements\Leafwise Landscape Agreement.NPS 2.2.FY21 0155.docx jn EXHIBIT "B" LABOR AND MATERIAL BOND Whereas, the City of Redlands, State of California, and (hereinafter designated as "Principal") have entered into an agreement (the "Agreement") whereby Principal agrees to Description of Improvement Services to Public Buildings and/or grounds (the "Work"), which said agreement, dated , 2022, and titled as "Agreement to Perform Non -Professional Services for Improvement to Public Builds and Grounds" is hereby referred to and made a part hereof, and Whereas, under the terms of the Agreement, Principal is required before commencing the performance of the Work, to file a good and sufficient Labor and Material bond with the City of Redlands to secure the claims to which reference is made m Title 3 (commencing with Section 9550) of Part 6 of Division 4 of the Civil Code of the State of California Now, therefore, said Principal and the undersigned as corporate surety, are held firmly bound unto the City and all contractors, subcontractors, laborers, material men and other persons employed in the performance of the Agreement and referred to in the aforesaid Code of Civil Procedure in the sum of Written dollar amount Dollars ($ ) for materials furnished or labor thereon of any kind, or for amounts due under the Unemployment Insurance Act with respect to such work or labor, that said surety will pay the same in an amount not exceeding the amount heremabove set forth, and also m case suit is brought upon this bond, will pay, m addition to the face amount thereof, costs and reasonable expenses and fees, including reasonable attorneys' fees, incurred by the City m successfully enforcmg such obligation, to be awarded and fixed by the court, and to be taxed as costs and to be mcluded m the judgment therein rendered It is hereby expressly stipulated and agreed that this bond shall msure to the benefit of any and all persons, companies and corporations entitled to file claims under Title 3 (commencing with Section 9550) of Part 6 of Division 4 of the Civil Code, so as to give a right of action to them or their assigns in any suit brought upon this bond Should the condition of this bond be fully performed, then this obligation shall become null and void, otherwise it shall be and remain in full force and effect The surety hereby stipulates and agrees that no change, extension of time, alteration or addition to the terms of the Agreement or the specifications accompanying the same shall in any manner affect its obligations on this bond, and it does hereby waive notice of any such change, extension of time, alteration or addition In witness whereof, this instrument has been duly executed by the Principal and surety above named, on , 20 (SEAL) (SEAL) (Contractor) (Surety) BY (Signature) (Signature) Address (Seal and Notanal Acknowledgment of Telephone( ) Surety) 8 L \ca\Agreements\Leafwise Landscape Agreement.NPS 2.2.FY21 0155.docx jn EXHIBIT "C" FEE SCHEDULE Service Frequency Unit Price Annual Total Turf Grass Mowing 1 time per week $936 00 per week 40 times per year $37,440 00 Turf Grass Edging & Trimming 1 time per week $864 00 per week 40 times per year $34,560 00 Blow/sweep curb, Gutter, Hardscape 1 time per week $61 88 per week 40 times per year $2,475 20 Weed control (Chemical treatment, manual removal) 1 time every 2 weeks $75 00 per week 24 times per year $1 800 00 9 L \ca\Agreements\Leafwise Landscape Agreement.NPS 2.2.FY21 0155.docx jn 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 authonzed 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 Industnal 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 LEAFWISE LANDSCAPE LLC By Date Jovani Lemus, President 10 L \ca\Agreements\Leafwise Landscape Agreement.NPS 2.2.FY21 0155.docxin AGREEMENT TO PERFORM NON-PROFESSIONAL SERVICES FOR EQUIPMENT AND SUPPLIES This agreement for the provision of elevator maintenance services ("Agreement") is made and entered in this 21 st day of June, 2022("Effective Date"), by and between the City of Redlands, a municipal corporation ("City") and Liftech Elevator Services, Inc , a California corporation ("Contractor") City and Consultant are sometimes individually referred to herein as a "Party" and, together, as the "Parties " In consideration of the mutual promises contained herein, City and Consultant agree as follows ARTICLE 1 — ENGAGEMENT OF CONTRACTOR 1 1 City hereby engages Contractor to perform elevator maintenance 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 this 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 information in its possession that may reasonably assist Contractor in performing the Services 3 2 City designates Chns Boatman, Assistant City Manager 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 this reference 4 1 The term of this Agreement shall be for a period of one (1) year commencing on July 1, 2022 (the "Initial Term") The City shall have the option to extend the Initial Term of this 1 L \ca\Agreements\Liftech Elevator Services Agreement.NPS 2 1 FY21 0151 docx.jn Agreement by two (2) additional one-year terms (each, 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 The Initial Term and the Extended Terms are hereby collectively, referred to herein as the "Term" of this Agreement 4 2 If Contractor's Services include deliverable electronic visual presentation materials, such matenals 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 Total compensation for Contractor's performance of the Services shall not exceed the amount of Thirty -Two Thousand Eight Hundred Forty -Eight Dollars and Thirty Cents ($32,848 30) City shall pay Contractor on a time and materials basis up to the not to exceed amount in accordance with Exhibit "B," titled "Fee Schedule," which 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 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 CITY City Clerk City of Redlands 35 Cajon Street P 0 Box 3005 (mailing) Redlands, CA 92373 jdonaldson@cityofredlands org (909) 798-7531 CONTRACTOR Sunel Castro, Administrative Manager Liftech Elevator Services, Inc 2897 Gardena Avenue Signal Hill, CA 90755 suriel@liftechelevator com 562-997-3639 Fax 562-997-3680 2 L \ca\Agreements\Liftech Elevator Services Agreement.NPS 2 1 FY21 0151 docx.jn 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 non-contributing to any insurance or self- insurance maintained by City 6 2 Contractor shall defend, indemnify, and hold harmless City and its elected and appointed officials, employees and agents from and against any and all claims, losses and 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 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 7 2 Contractor agrees it is not a designated employee within the meaning of the Political Reform Act because Contractor 3 L \ca\Agreements\Liftech Elevator Services Agreement.NPS 2 1 FY21 0151 docx.jn 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, 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 Any assignment or attempted assignment without such prior written consent may, in the sole discretion of City, results in City's immediate termination of this Agreement 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 pnor written notice to Contractor of City's intent to terminate If this 4 L \ca\Agreements\Liftech Elevator Services Agreement.NPS 2 1 FY21 0151 docx.jn 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, summanes 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 penod 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, without regard to its conflicts of laws provisions The Parties agree that all actions or proceedings arising in connection with this Agreement shall be tned and litigated only in the state courts located in San Bernardino County, California, and the federal courts located in Riverside County, 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 depnve a Party of a matenal benefit of its bargain under this Agreement 5 L \ca\Agreements\Liftech Elevator Services Agreement.NPS 2 1 FY21 0151 docx.jn IN WITNESS WHEREOF, duly authorized representatives of City and Contractor have signed in confirmation of this Agreement CITY OF REDLANDS LIFTECH ELEVATOR SERVICES, INC By By Paul T Banch, Mayor Suriel Castro, Administrative Manager ATTEST Jeanne Donaldson, City Clerk 6 L \ca\Agreements\Liftech Elevator Services Agreement.NPS 2 1 FY21 0151 docx.jn EXHIBIT "A" SCOPE OF SERVICES Full Maintenance Services as set forth in this Agreement on the following fisted elevators Citrus Center — 300 E State Street, Redlands, CA 92373 Quantity Type Manufacturer Number of Landings 2 Hydraulic Passenger TKE/TAC 7 1 Traction Service TKE/TAC 7 1 Hydraulic Passenger Dover 2 The Contractor shall provide 10 hours of preventive maintenance per month The Contractor will periodically provide exclusive maintenance service to the City utilizing skilled and qualified personnel directly employed and administered by the Contractor The Contractor agrees to maintain the elevator equipment fisted above by performing the work in accordance with the terms and conditions of this Agreement Exceptions to this Agreement must be referenced by "Supplemental Proposals" attached as a separate Addendum and fisted below In the event that the elevator equipment includes Phase I or Phase II Fire Service operation, the Contractor shall perform monthly testing and record the results in the machine room Testing to be performed between the hours of 8 00a m and 4 30p m Monday — Friday Any Alterations to this Agreement will be fisted below as an Addendum In accordance with this Agreement, the Contractor shall periodically inspect, adjust and lubncate as necessary Replacement of the following components or equipment will be at the Consultant's discretion, provided that the components or equipment exist on the fisted elevator(s) at the Effective Date of this Agreement Traction Machine Components Brakes, Brake Coil, Bearings and Drive Sheave Hydraulic Pump Unit Components Pumps, Valves, Motors, Belts, Valve Magnet Coils Governor Sheave, Shaft Assembly, Beanngs, Contacts and Jaws All Idler Sheaves Controller Components Selector Components Door Equipment Deflector and Secondary, Car and Counterweight, Compensation and Governor Tension Assemblies Relays, Contactors, Solid -State Components, Resistors, Condensers, Transformers, Leads, Timing Devices and Computer Devices Dnves, Contacts, Brushes, Tapes and Guides Interlocks, Contacts, Bottom Door Guides (Gibs), Electronic Detector Edges, Door Operator, Zone Clutch and Rollers 7 L \ca\Agreements\Liftech Elevator Services Agreement.NPS 2 1 FY21 0151 docx.jn Hoistway Limit Switches Slowdown Switches, Leveling Switches, Cams and Vanes Guide Shoes Rollers, Replaceable liners, Arms and Bushings Buffers Springs or oil, Switches, Seals and Packing Fixtures Contacts, Switches, Buttons, Locks, Lamps, Holders and Indicators Motor and Motor Generator Components Tachometer, Regulator, Field Windings, Rotating Elements, Commutator, Bearings, Brushes and Brush Holders Lubricants specially formulated, tested and selected for the preventative maintenance required Lubrication of guide rails (car and counterweight) except where type of guides and/or safety devices require dry rails Periodic Cleaning of elevator pit(s) Periodic draining of the gear case and refiling with new gear oil Labor and Material to attend to the special requirements of hoist cables including periodic examination, lubncation and equalization Contractor shall replace hoist cables or governor cables when the recommended factor of safety is compromised and at the Contractor's discretion Where applicable, to periodically inspect group dispatcher, only during regular working hours, and perform the necessary procedures to provide optimal performance for overall elevator response Group performance is subject to the limitations of the equipment and some work may not be safely completed when group is energized Parts inventor will be maintained by Contractor during the term of this Agreement To minimize downtime and support preventive maintenance a supply of frequently used parts will be located in the machine room (where applicable), or in the technician's mobile vehicle All parts remain the property of the Contractor until installed Wiring Diagrams shall be furnished by the City (when available and applicable) All diagrams shall be maintained for use by Contractor technicians Diagrams furnished by City shall remain the property of City It is understood that the City shall provide Contractor with unrestricted access to all areas of the building in which any part of equipment fisted in this Agreement is located City agrees to keep all associated equipment rooms and elevator pits free of water and stored materials Additional Services 24-Hour Customer Support — The Contractor shall provide City with its 24-hour dispatching service for emergency response to elevator malfunctions The service includes 24-hour answering of all preprogrammed elevator phones at no additional charge to City City may request Contractor to dispatch a technician to perform minor adjustments and repairs if an elevator malfunction occurs between regular examinations Preventive Maintenance Charts — Contractor shall maintain detailed maintenance charts that shall remain in the equipment machine room during the term of this Agreement The charts illustrate 8 L \ca\Agreements\Liftech Elevator Services Agreement.NPS 2 1 FY21 0151 docx.jn the systematic maintenance schedule followed by Contractor technicians All maintenance charts are available to City to ensure the highest quality of service possible Administrative Support — Contractor shall assign a supervisor to conduct periodic inspections of equipment and audits of preventive maintenance charts to ensure quality control Contractor shall also appoint an account representative who shall be available to discuss maintenance issues and assist with upgrades or modernizations Conditions of Service The Contractor's responsibility shall be limited to repairs and replacements required by this Agreement These repairs and replacements are based on normal wear and tear and under no circumstance will Contractor assume responsibility for the following items unless written as a Supplemental Proposal and attached as a separate Addendum Any preexisting conditions that may become identified by Contractor's technician within a 120-day period shall be excluded Upon identification of any pre-existing conditions, Contractor shall supply a proposal for any necessary repairs If not authorized to proceed with the necessary repairs, Contractor shall maintain the elevator system in its current mode of operation • Any and all replacement or repairs that are out of the reasonable and direct control of the Contractor, including vandalism, misuse, negligence and acts of God • Any and all modifications to ongmal or existing equipment, including code requirements or insurance recommendations • Emergency power systems, seismic devices, smoke sensors and sensor control equipment, emergency lighting systems, emergency intercom systems, telecommunication devices, phone line, captivate, CE Elite position indicators, security control systems, card reader devices and audio or video equipment • Guide rail replacement and alignment including rail brackets and associated hardware • Any and all safety tests • Hydraulic plunger or jack unit including cylinders, liners, head, wear ring set, plungers, casings, support brackets, piping, conduit, packing and associated components of the hydraulic system that are below or above ground • Cab enclosure, including structural members and enclosure panels, removable panels, door panels, car operating panels, all ceilings and lighting components, handrails, all flooring material and sub -flooring, fans heaters and air conditioning equipment • Hostway enclosures, including hoistway door frames and sills, hoistway doors, swing door closures, fireproofing material, separator screens, pit ladders, pit lighting circuits, secondary access doors and grate floonng, waterproofing and water removal • Power delivery system, including circuit breakers, disconnects, fuses, power buses, distribution and isolation transformers, and power feeders • All damage to the traveling cables caused by or as a result of coming into contact with obstructions/elevator equipment in the hoistway is to be excluded from this agreement 9 L \ca\Agreements\Liftech Elevator Services Agreement.NPS 2 1 FY21 0151 docx.jn • Any and all equipment failures resulting from delay in proceeding with needed upgrades In which a proposal has been submitted • All hoistway and car signal fixture face plates, lenses and any cosmetic attachments • Any and all upgrades or revisions related to controller software, relays, boards, drives and associated electrical components • All Babbitt style bearings or hoist cable shackles are excluded from repair, upgrade and/or replacement • Replacement of any and all governor rope and hoist cables due to rouging or exposure to moisture resulting from environmental conditions Contractor shall not be responsible for any work required, or any claims, liabilities, or damages caused by adverse machine room conditions, including temperature variations below 65 degrees and above 90 degrees Fahrenheit, or excessive humidity City shall be responsible for the cost of correcting all outstanding Elevator code and/or safety violations pre-existing on the Effective Date of this Agreement In time, the current equipment and system design may become outdated Contractor shall not be responsible for modernizing, upgrading, repairing, re -manufacturing or performing any improvements due to obsolescence, dated technology and component revisions or alterations 10 L \ca\Agreements\Liftech Elevator Services Agreement.NPS 2 1 FY21 0151 docx.jn EXHIBIT "B" FEE SCHEDULE Citrus Center — 300 E State Street, Redlands, CA 92373 Date Range Monthly Rate Annual Rate July 1, 2022 to May 31, 2020 $2,726 00 $29,986 00 June 1, 2023 to June 30, 2023 $2,862 30 $2,862 30 TOTAL $32,848 30 11 L \ca\Agreements\Liftech Elevator Services Agreement.NPS 2 1 FY21 0151 docx.jn 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 LIFTECH ELEVATOR SERVICES, INC By Date Sunel Castro, Administrative Manager 12 L \ca\Agreements\Liftech Elevator Services Agreement.NPS 2 1 FY21 0151 docx.jn AGREEMENT TO PERFORM NON-PROFESSIONAL SERVICES FOR EQUIPMENT AND SUPPLIES This agreement for the provision of supply of unleaded and diesel fuel ("Agreement") is made and entered in this 21 st day of June, 2022 ("Effective Date"), by and between the City of Redlands, a municipal corporation ("City") and Merrimac Petroleum, Inc dba Merrimac Energy Group, a California corporation ("Contractor") City and Consultant are sometimes individually referred to herein as a "Party" and, together, as the "Parties " In consideration of the mutual promises contained herein, City and Consultant agree as follows ARTICLE 1 — ENGAGEMENT OF CONTRACTOR 1 1 City hereby engages Contractor to perform supply of unleaded and diesel fuel 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 this 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 information in its possession that may reasonably assist Contractor in performing the Services 3 2 City designates Chns Boatman, Assistant City Manager 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 this reference 4 1 The term of this Agreement shall be for a period of one (1) year commencing on July 1, 2022 (the "Initial Term") The City shall have the option to extend the Initial Term of this 1 L \ca\Agreements\Merrimac Petroleum Agreement.NPS 2 1 FY21 0156.docx.jn Agreement by two (2) additional one-year terms (each, 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 The Initial Term and the Extended Terms are hereby collectively, referred to herein as the "Term" of this Agreement 4 2 If Contractor's Services include deliverable electronic visual presentation materials, such matenals 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 One Million Two Hundred Thousand Dollars ($1,200,000) for the Services provided dunng the Initial Term Should this Agreement be renewed, the compensation for Contractor's performance for the Services shall not exceed the amount of One Million Two Hundred Thousand Dollars ($1,200,000) for the first Extended Term, and One Million Two Hundred Thousand Dollars ($1,200,000) for the second Extended Term, bringing the total possible amount of compensation to a not -to -exceed amount of Three Million Six Hundred Thousand Dollars ($3,600,000) For the Initial Term and each Extended Term, City shall pay Contractor on a time and matenals basis up to the not to not -to -exceed amount in accordance with the rates specified in Exhibit "B," titled "Fee Schedule," 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 bnef descnption 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 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, (u) five (5) days after deposit in first class registered mail, with return receipt requested, (in) on the actual delivery date if deposited with an overnight courier, or (iv) on the date sent by facsimile or electronic mail transmission (mcludmg 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 CITY City Clerk City of Redlands 35 Cajon Street P 0 Box 3005 (mailmg) Redlands, CA 92373 CONTRACTOR Evan Peters, Business Development Merrimac Petroleum, Inc dba Merrimac Energy Group 3738 Bayer Ave , Ste 204 Long Beach, CA 90808 epeters@mernmacenergy net 2 L \ca\Agreements\Merrimac Petroleum Agreement.NPS 2 1 FY21 0156.docxjn jdonaldson@cityofredlands org 562-420-6000 (909) 798-7531 562-420-6005 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 fisted 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 pnor 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 pnmary and non-contributing to any insurance or self- insurance maintained by City 6 2 Contractor shall defend, indemnify, and hold harmless City and its elected and appointed officials, employees and agents from and against any and all claims, losses and 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 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 L \ca\Agreements\Merrimac Petroleum Agreement.NPS 2 1 FY21 0156.docxjn 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 (1) approve a rate, rule or regulation, or adopt or enforce a City law, (11) issue, deny, suspend or revoke any City permit, license, application, certification, approval, order or similar authorization or entitlement, (111) 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 wntten 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 Any assignment or attempted assignment without such prior wntten consent may, in the sole discretion of City, results in City's immediate termination of this Agreement 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 4 L \ca\Agreements\Merrimac Petroleum Agreement.NPS 2 1 FY21 0156.docxjn 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 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 matenals 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 penod 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 pnor 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, without regard to its conflicts of laws provisions The Parties agree that all actions or proceedings arising in connection with this Agreement shall be tried and litigated only in the state courts located in San Bernardino County, California, and the federal courts located in Riverside County, 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 5 L \ca\Agreements\Merrimac Petroleum Agreement.NPS 2 1 FY21 0156.docxjn IN WITNESS WHEREOF, duly authorized representatives of City and Contractor have signed in confirmation of this Agreement CITY OF REDLANDS MERRIMAC PETROLEUM, INC dba MERRIMAC ENERGY GROUP By By Paul T Barich, Mayor Evan Peters, Business Development ATTEST Jeanne Donaldson, City Clerk 6 L \ca\Agreements\Merrimac Petroleum Agreement.NPS 2 1 FY21 0156.docxjn EXHIBIT "A" SCOPE OF SERVICES Contractor shall furnish and use, at their own expense, all materials, labor tools, equipment, supplies and transportation to provide services required under the Agreement Fuel products include unleaded gasoline and diesel fuel which shall be delivered on an as -needed basis to City locations specified herein The City currently purchases, and Contractor shall be required to provide, the following types of fuel products Gasoline Diesel Fuel 87 Regular Unleaded CARB ETH Ultra -Low Sulfur CARB Diesel (clear) The quoted markup (markup or discount) offered shall remain firm throughout the contract penod, although City may receive the benefit of any rebates, allowances, or other price reduction incentives offered to customers of Contractor, including any pass -through incentives from the refinenes No upward price adjustment shall be due Contractor, when a Contractor delay beyond the 24- hour notice, causes a price increase after City places an order, unless Contractor's failure to make earlier delivery results from causes which are beyond the control of and without fault of Contractor Pricing shall be based on a variable price (Oil Price Information Service — Closing OPIS) tied to a published index (Unbranded Average for the Inland Empire Area, Colton) plus Contractor's positive or negative price differential Contractor shall be licensed in accordance with all applicable laws, rules and regulations, including but not limited to those promulgated in the California Business and Professions Code and by the Cahforma Air Resources Board. Contractor shall possess all necessary and applicable licenses required to transport motor vehicle fuels as may be issued by the State of Cahforma Department of Motor Vehicles (DMV) and the United States Department of Transportation (US DOT) Adequate Resources. Contractor shall have adequate office and personnel resources for responding to City's needs, including, but not limited to, telephone coverage Monday -Friday during the hours of 8 00a.m through 5 OOp m Contractor shall provide the first and last names and telephone number(s) of the person(s) to be contacted during City's normal working hours for order placement and resolution of contract issues Contractor shall also provide the names of three (3) individuals, with home telephone numbers, cell phone numbers and pager numbers who may be contacted in the event of emergencies Contractor shall insure that all employees dealing directly with City with regard to the supply of Fuel Products are fully aware of all contract provisions, including the requirements of City and the obligations of Contractor All of Contractor's drivers shall be familiar with all City fueling locations and the delivery 7 L \ca\Agreements\Mernmac Petroleum Agreement.NPS 2 1 FY21 0156.docxin and the unloading requirements for each site Contractor shall provide a dedicated account manager who shall be assigned to handle all contract issues, including the ordering and invoicing for same Equipment: Contractor's equipment and vehicles shall be in good and safe working order and all personnel shall be trained in safety measures to preclude accidents endangering City personnel and property Contractor shall have adequate and appropriate equipment for the delivery of goods on proposed contract All vehicles used by Contractor in fulfilling the terms of the contract shall meet all applicable federal and state requirements for such vehicles, including US DOT, DMV and Caltrans codes and regulations and the State of California Emission Inspection Program All dispensing and measuring equipment shall be tested and certified in accordance with the State of California Business and Professions Code Division 5, Article 6 and shall meet the requirements of the California Air Resources Board All delivery vehicles and dispensing equipment shall meet all current Federal and State requirements related to vapor recovery Contractor's equipment shall be compatible with City facilities, including, but not limited to, pumping equipment if needed, for filling underground fuel tanks and all of Contractor's personnel shall be experienced and properly trained to safely and efficiently operate all of the equipment to be used in fulfillment of the contract Fuel Specifications: All fuel to be delivered on any order under the contract shall be homogenous and free of foreign matter and impurities and shall remain so in normal storage The gasoline and diesel to be furnished under the contract shall meet, and conform to, all applicable ANSI and ASTM standards and the provisions of the Federal Clean Air Act (latest revision) as well as the applicable rules, regulations and requirements of the United Sates Environmental Protection Agency (USEPA), the California Air Resources Control Board (CARB), the California Department of Food and Agriculture Division of Measurement Standards and the San Joaquin Valley Air Pollution Control District (APCD) related to motor vehicle fuel standards The gasoline and diesel must be of a quality equal to similar products furnished to the refiner's retail service stations Enhancers, such as alcohol, for the purpose of increasing octane are not acceptable Diesel fuel provided shall meet ASTM Standard 975-97 and shall be Ultra -Low Sulfur CARB Diesel (clear) Diesel fuel shall contain any required additives necessary to prohibit the growth of bacteria and algae during storage (fuel and water-soluble biocide) Other additives such as water dispersants, corrosion inhibitors and detergents shall be added in accordance with best industry practices Failure to comply with the requirements of this section shall, at the option of the Fleet Supervisor, be deemed sufficient reason for rejection of any lot of fuel delivered, and Contractor shall, at no expense to City, remove that fuel from the tank(s) and shall perform whatever services that shall be necessary to restore the tank(s) and other equipment to an operable condition to the full satisfaction of City Further, Contractor shall make full restitution for the quantities of fuel known to have been in the tank(s) immediately prior to the delivery of the rejected lot of fuel, and for any damage to the equipment or vehicles that may have occurred from use of the rejected fuel 8 L \ca\Agreements\Merrimac Petroleum Agreement.NPS 2 1 FY21 0156.docxjn Ordering Procedure and Delivery. One (1) gallon of fuel shall be equal in volume to one (1) fluid gallon or 231 cubic inches at a standard temperature of sixty (60 degrees Fahrenheit, as defined by the United States Bureau of Standards Contractor shall be required to provide both truck and trailer and bobtail service in order to access all City fueling sites A City authorized fleet representative will notify contractor of the need for fuel Contractor shall provide fuel delivery within twenty-four (24) hours of notification by City Under periods of extreme usage, delivery may be required within a twenty-four (24) hour period City's normal working hours are 8 00 a m to 5 00 p m , Monday through Friday, however, City is open (24) hours for deliveries, Monday through Sunday, unless special arrangements are made with the individual fueling sites prior to delivery Prior to off-loading City requests Veeder-Root ticket(s) to be printed and must match off-loading gallons All delivenes resulting from this contract shall be F 0 B Destination to City sites Note City's fueling locations have employees on site for extended hours After award of contract, Contractor may be allowed to make routine delivenes outside of City's normal working hours on a site -by -site basis if agreeable to the representative for each site Automatic delivenes may also be arranged at the sole discretion of the fueling sites For all deliveries not accomplished within twenty-four (24) hours, City reserves the right to procure the product(s) elsewhere and may bill Contractor the difference between the contract price and the actual purchase puce, or any variation thereof, as liquidated damages, or City may deduct the difference in price from any monies due, or which may become due to Contractor Failure to deliver within twenty-four (24) hours on more than one occasion may be grounds for contract termination without further cause City reserves the right to deny access to City property any delivery vehicles leaking fuel or other hazardous materials Contractor will be notified of such denied access and shall make delivery of the denied load within one (1) working day of notification with a City approved vehicle Ordering procedures may change when it is deemed in the best interest of City and Contractor shall adapt to changes as required by City Emergency Deliveries: Delivenes requested outside of City's regular working hours of 8 00 a m to 5 00 p m , Monday through Sunday shall be considered emergency deliveries, unless Contractor and City have agreed in advance to a routine delivery schedule encompassing the hours outside of normal working hours Additionally, delivenes shall not be considered emergency deliveries if the after-hours delivery is due to Contractor failure to make a routine delivery of fuel within the normal working hours or if Contractor has made pnor special arrangements for a routine after-hours delivery City shall endeavor to keep emergency deliveries to a minimum However, in the event of an emergency, delivery shall be completed within twenty-four (24) hours of receipt of the request for emergency delivery Contractor shall be allowed an additional payment for emergency deliveries This cost shall be stated as per hour cost (plus cost of fuel), as noted on the Price and Fee Bid Provisions of the contract shall in no way prohibit City from making an incidental purchase from another contractor for the same commodities as listed herein and emergency purchases may be obtained from contract contractor or other sources in order to best serve the interests of City 9 L \ca\Agreements\Merrimac Petroleum Agreement.NPS 2 1 FY21 0156.docxjn Delivery Ticket/Manifest A delivery ticket (BOL) shall accompany each shipment Fax and/or e-mail delivery tickets to Monica Duran, Senior Administrative Assistant at (909) 335-4782, Monica Duran@cityofredlands org Alternate e-mails may be added at City's option A legible signature and pnnted name of the designated City representative is to be obtained and recorded on the delivery ticket at the time of the delivery Unsigned tickets may not be left at the delivery location and it shall be the driver's responsibility alone to insure that a delivery ticket has been signed Invoices for payment, for which there is not a signed delivery ticket, may not be authorized for payment Emergency deliveries may be excluded Failure to provide a delivery ticket with each shipment may be grounds for termination of the contract without further cause Spillage and Cleanup. Contractor shall be responsible for all spillage and damage which may occur during loading, transit and unloading operations In the event of a spill or damage to property, Contractor shall immediately notify City's representative at the corresponding delivery location Damages to property and spills caused by Contractor must be corrected immediately Cleanup shall be performed in accordance with USEPA and State of California requirements Any costs for repair of damage or correction of spillage performed by City due to Contractor's failure to make timely or satisfactory repairs, corrections or cleanup of spills shall be charged back to Contractor or deducted from monies owed to Contractor Demurrage Up to one -hour of "standing time" shall be allowed at no charge for the purpose of unloading Contractor may assess demurrage charges, if the Contractor is unable to begin unloading fuel within one hour after the scheduled arrival at City of Redlands site due to delays caused by City operations Demurrages charges shall apply in increments of one -quarter (1/4) hours 10 L \ca\Agreements\Merrimac Petroleum Agreement.NPS 2 1 FY21 0156.docxin EXHIBIT "B" FEE SCHEDULE UNLEADED FUEL A. Unleaded Fuel: Bulk Purchase Full Truckload (8,000 + Gallons) PPG Discount Per Gallon (minus) COLTON RACK $-.1301 Mark-up Per Gallon (plus) COLTON RACK $ Delivery Charge $ 0320 B Unleaded Fuel Bulk Purchase Less than Full Truckload (2,500 — 7,999) PPG Discount Per Gallon (minus) COLTON RACK $- 1301 Mark-up Per Gallon (plus) COLTON RACK $ Delivery Charge $ 0320 C Unleaded Fuel• Bulk Purchase Less than Full Truckload (less than 2,500) PPG Discount Per Gallon (minus) COLTON RACK $- 1301 Mark-up Per Gallon (plus) COLTON RACK $ Delivery Charge $ 0320 DIESEL FUEL D Diesel Fuel Bulk Purchase Full Truckload (8,000 + Gallons) PPG Discount Per Gallon (minus) COLTON RACK $- 0890 Mark-up Per Gallon (plus) COLTON RACK $ Delivery Charge $ 0330 E Diesel Fuel• Bulk Purchase Less than Full Truckload (2,500 — 7,999) PPG Discount Per Gallon (minus) COLTON RACK $-.0430 Mark-up Per Gallon (plus) COLTON RACK $ Delivery Charge $.0330 F. Diesel Fuel: Bulk Purchase Less than Full Truckload (less than 2,500) PPG Discount Per Gallon (minus) COLTON RACK $.0019 Mark-up Per Gallon (plus) COLTON RACK $ Delivery Charge $ 0623 11 L \ca\Agreements\Merrimac Petroleum Agreement.NPS 2 1 FY21 0156.docxjn 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 MERRIMAC PETROLEUM, INC dba MERRIMAC ENERGY GROUP By Date Evan Peters, Business Development 12 L \ca\Agreements\Merrimac Petroleum Agreement.NPS 2 1 FY21 0156.docxjn AGREEMENT TO PERFORM NON-PROFESSIONAL SERVICES FOR EQUIPMENT AND SUPPLIES This agreement for the provision of fuel site designated operator, maintenance, and repair services("Agreement") is made and entered in this 21 st day of June, 2022("Effective Date"), by and between the City of Redlands, a municipal corporation ("City") and P F Services Inc , a California corporation ("Contractor") City and Consultant are sometimes individually referred to herein as a "Party" and, together, as the "Parties " In consideration of the mutual promises contained herein, City and Consultant agree as follows ARTICLE 1 — ENGAGEMENT OF CONTRACTOR 1 1 City hereby engages Contractor to perform fuel site designated operator, 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 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 this 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 information in its possession that may reasonably assist Contractor in performing the Services 3 2 City designates Chnstopher Boatman, Assistant City Manager 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 The term of this Agreement shall be for a period of one (1) year from July 1, 2022 through June 30, 2023 (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, 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 1 L \ca\Agreements\P F Services Agreement.NPS 2 1 FY21 0157 docxin Term and the Extended Terms are hereby collectively, referred to herein as the "Term" 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 compensation for Contractor's performance of the Services shall not exceed the amount of Seventy Thousand Eight -Four Dollars ($70,084) for the Services provided during the Initial Term Should this Agreement be renewed, the compensation for Contractor's performance for the Services shall not exceed the amount of Seventy Thousand Eight Four Dollars ($70,084) for the first Extended Term, and Seventy Thousand Eight Four Dollars ($70,084) for the second Extended Term, bnngmg the total possible amount of compensation to a not -to -exceed amount of Two Hundred Ten Thousand Two Hundred and Fifty -Two Dollars ($210,252) 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 "Fee Schedule," which is attached hereto and incorporated herein by reference 5 2 Contractor shall submit an invoice to City upon completion of 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 wrrtmg Any such notice shall be deemed delivered (i) on the date of delivery in person, (11) five (5) days after deposit in first class registered mail, with return receipt requested, (111) on the actual delivery date if deposited with an overnight couner, 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 CITY City Clerk City of Redlands 35 Cajon Street P 0 Box 3005 (mailing) Redlands, CA 92373 jdonaldson@cityofredlands org (909) 798-7531 CONTRACTOR Joan Fuerte, Vice President P F Services Inc 154-A West Foothill Blvd , #343 Upland, CA, 91786 jfuerte@pf-services com 909-949-9141 Fax 909-920-6453 2 L \ca\Agreements\P F Services Agreement.NPS 2 1 FY21 0157 docxin 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 non-contributing to any insurance or self- insurance maintained by City 6 2 Contractor shall defend, indemnify, and hold harmless City and its elected and appointed officials, employees and agents from and against any and all claims, losses and 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 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 7 2 Contractor agrees it is not a designated employee within the meaning of the Political Reform Act because Contractor 3 L \ca\Agreements\P F Services Agreement.NPS 2 1 FY21 0157 docxin 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, 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 Any assignment or attempted assignment without such prior written consent may, in the sole discretion of City, results in City's immediate termination of this Agreement 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 pnor written notice to Contractor of City's intent to terminate If this 4 L \ca\Agreements\P F Services Agreement.NPS 2 1 FY21 0157 docxin 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, summanes 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 penod 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, without regard to its conflicts of laws provisions The Parties agree that all actions or proceedings arising in connection with this Agreement shall be tned and litigated only in the state courts located in San Bernardino County, California, and the federal courts located in Riverside County, 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 depnve a Party of a matenal benefit of its bargain under this Agreement 5 L \ca\Agreements\P F Services Agreement.NPS 2 1 FY21 0157 docx in IN WITNESS WHEREOF, duly authorized representatives of City and Contractor have signed in confirmation of this Agreement CITY OF REDLANDS P F SERVICES INC By By Paul T Banch, Mayor Joan Fuerte, Vice President ATTEST Jeanne Donaldson, City Clerk 6 L \ca\Agreements\P F Services Agreement.NPS 2 1 FY21 0157 docxin EXHIBIT "A" SCOPE OF SERVICES Contractor shall provide Designated Underground Storage Tank (UST) Operator Services as well as testing, maintenance and repair services for its UST/AST fuel sites Contractor must be certified California UST System Operator Services will include 30 Day inspections, annual & tnennial testing, compliance management, maintenance, and repairs as required by, Federal, State, and Local regulations pertaining to UST and AST City Corporate Yard - Hours of Operation Monday through Friday open from 6am to 5pm LICENSE/CERTIFICATES Contractor, Contractor's Employees and Contractor's Subcontractors shall provide copies of valid licenses and certificates for testing and repair of Monitoring systems, Tank and Piping systems, Dispensers, and related Equipment, including but not limited to (Veeder Root) Monitonng Equipment, Secondary Containment (SB989), Vapor Recovery, Healy, Contractors License, and HazWoper Certificates for each employee and/or subcontractor and their employees who may be on the job site These licenses and certificates shall be kept up to date and current during the entire duration of the contract and must be presented upon request by any Federal, State, or Local Official No Contractor, Contractor's Employees and Contractor Subcontractors shall perform work on Equipment for Sites that require such licenses or certificates without said license/certificate being current and valid LIQUIDATED DAMAGES Uninterrupted fuel provision at City sites is our goal Time is of the essence If response by contractor to the site is not within the time stated, contractor acknowledges and agrees that such delay would seriously affect the public welfare and the operation of the City and those damages for such delay would be impractical or extremely difficult to determine The parties agree that the sum of $125 per hour (for Emergency Service calls) for each hour of delay for each situation shall be fixed as liquidated damages (and not as penalty or forfeiture for breach) Liquidated damages shall apply where response is delayed beyond the time stated WARRANTY Contractor shall warrant/guarantee all parts and work done hereunder against, failure due to defective material and/or faulty workmanship from date of acceptance of the work by the City of Redlands for a minimum of one (1) year State warranty period for workmanship/labor six (6) months State warranty period for parts/equipment Manufacturers' warranty (usually one (1) year) 7 L \ca\Agreements\P F Services Agreement.NPS 2 1 FY21 0157 docx In VENDOR CONTACT INFORMATION Name of a person that will be the City's contact for order placement, order problems or special needs, etc PRIMARY CONTACT. Contact Name Michele Martinez (& Joan Fuerte) Contact Direct Phone 909-949-9141 Contact Fax 909-920-6453 Contact E-mail service@pf-services com (Michele & Joan both receive) REPAIR & MAINTENANCE Normal Business Hours 8 30 A M to 4 30 P M After-hours Phone Number 909-949-9141 press the key to transfer to an on -call technician (24/7) EMERGENCY SERVICE CALLS Response by phone required within thirty (30) minutes and onsite response required within two (2) hours of service call Liquidated damages shall apply if response by contractor to the site is not within the time stated No more than one (1) Service Technician shall be allowed per service call without pnor approval from the City Contractor shall have valid Designated UST Operator(s) certification(s) A list of employee names, qualifications including copies of current International Code Council (ICC) certification(s) and expiration dates for persons conducting the Designated UST Operator services shall be provided with the bid The City would prefer that the Designated Operator is also an ICC Certified UST Service Technician The Designated UST Operator shall provide general oversight of the UST program with specific emphasis on regulatory compliance issues The Designated UST Operator shall fulfill the responsibilities set out in Title 23 of the California Code of Regulation, Chapter 16, Statute §2715 and §2716 REQUIREMENTS 1 30-Day Inspections- Inspections shall include, but not be limited to the following. a Alarm History - For UST sites monitored with a Veeder Root leak monitonng system, print and review the alarm history for the past month 8 L \ca\Agreements\P F Services Agreement.NPS 2 1 FY21 0157 docx In b Alarms - Investigate all leak, liquid level, vacuum, brine, communication, and LLD alarms - Determine what caused the alarm and what action was taken in response to the alarm Confirm that the response was appropriate For containment- sump liquid alarms that have occurred since the last monthly inspection, review the service call record If there is no record of a visit by an ICC- certified service technician, visually inspect the containment sump for the presence of liquid or debris c Inspect Spill Containment - Check for the presence of liquid or debris in the spill buckets If liquid is present, determine if the liquid is the result of water intrusion or overfill If necessary, clean affected spill buckets at time of inspection d Sumps - It is the DO's responsibility to open and inspect every sump (including transition sumps) dunng the monthly inspection If necessary, clean affected sumps at time of inspection e Leak Detection Sensors — All leak detection sensors must be redundant and properly placed, meaning each sensor is placed so that it is capable of continuously detecting a leak at the earliest possible opportunity Sensors in UDCs and sumps must be continuous, tamper -proof, positioned at true vertical and located at the lowest point f Test Overfill Alarm - Test the audible and visual overfill alarm on systems, if equipped Test output relay, if applicable g Visual Site Inspection - At fueling sites, visually inspect the hoses, breakaways and nozzles for leaks, or seeping, and check dispensers and card readers for external integnty If present, inspect aboveground piping and hoses for leaks and seeping At generator sites, check the day tank, the generator, and all aboveground piping for leaks and seeping For any deficiencies observed, notify Fuel Operations Program Officer/designee immediately Tag out affected fueling positions for any hanging hardware issues observed h Test and Maintenance Documentation - Review documentation to confirm that all testing, maintenance, and certifications have been conducted within the proper time periods This includes a review of all California State Water Resources Control Board, California Air Resources Board, South Coast Air Quality Management Distnct and local CUPA requirements 1 Training Verification - Review the Facility Employee Training Log to venfy that all Facility Employees have been trained as required J Compile results of the monthly inspection and suggested corrective action (where applicable) in a typed report (with Veeder Root Alarm History printout) on the Title 23 Appendix VIII form and leave it on site Also submit and electronic copy of the inspection report and alarm history to the Fleet Superintendent and/or City Representative 9 L \ca\Agreements\P F Services Agreement.NPS 2 1 FY21 0157 docxin 2. FACILITY EMPLOYEE TRAINING — In accordance with Title 23 of the California Code of Regulation, Chapter 16, Statue §2715, provide annual training to all existing facility employees, and all new facility employees prior to the City employee assuming their duties Training shall include, but not be limited to the following topics a Best Management Practices 1 Record Keeping ii Preventive Maintenance 111 Delineation of Responsibility iv Knowing your system and the spill response kit iiv Compliance with all regulations b The Monitoring System 1 Explanation of how the system is monitored, is redundant, and is continual 11 The Monitoring Panel and how to respond to an alarm, including, but not limited to the name of a contact person for emergencies and monitonng equipment alarms c Spills and Overfill Response - Provide training that covers the procedures to follow in the event of an unauthorized release 1 Emergency Contacts - Location of posted contacts list 11 Proper Operation of the Fueling System d Site Repair Notification - In the event that the Designated UST Operator discovers a sub -standard condition at a UST site or a situation that is non- compliant, the Designated UST Operator shall call the Fleet Superintendent or their representative to initiate a service call to bring the site up to compliance FUEL SITE REPAIR, MAINTENANCE, TESTING AND ALARM RESPONSE The City requires maintenance of fuel sites that includes furnishing and delivering parts, supplies, and accessories for gasoline and diesel dispensers, UST/AST Additional miscellaneous items such as pumps, plumbing, tanks, nozzles and monitonng systems may also be requested Contractor shall have an adequate supply of replacement parts available on the service trucks The supplies shall include, but are not limited to various Veeder-Root sensors (at least one of each type), Veeder-Root probe cables, spill bucket dram valves (at least one of each type), mechanical line leak detector and hanging hardware for a typical Gasoline and Diesel dispenser Current equipment list available upon request of City representative Contractor shall be licensed and/or certified to perform all specific tests, repairs and alarm responses in compliance with all City, State and Federal regulatory agencies and in accordance to Departmental needs Contractor shall provide proof of certifications at the City's request Fixed quotes may be required for projects and/or repairs Contractor shall notify Fleet Services Coordinator and/or City Representative for any work that will exceed $1,000 00 10 L \ca\Agreements\P F Services Agreement.NPS 2 1 FY21 0157 docxin Contractor shall provide City with their list of petroleum equipment supply vendors Wntten confirmation from the parts vendor shall be provided to the City if the contractor is unable to obtain the parts within 48 hours Failure to provide wntten confirmation may result in liquidated damages Upon completion of test, Contractor shall submit an electronic copy of the test results and pnntouts to Fleet Services Coordinator and the proper regulatory Agency Contractor is responsible for disposing of all waste generated during testing events REQUIREMENTS FOR DESIGNATED UST OPERATOR 1 Designated Operator shall maintain a current California UST System Operator Certification 2 Designated Operator shall maintain a current California UST Service Technician Certification if existing at Effective Date of this Agreement 3 Contractor, Contractor's Employees and Contractor's Subcontractors shall abide by all of the following requirements a Contractor, Contractor's Employees and Contractor's Subcontractors shall wear uniforms with Company Name and Employee Name tag visible and Company Vehicle must be properly marked with Company's Name b) Contractor, Contractor's Employees and Contractor's Subcontractors shall perform all work in accordance to all City, State, and Federal Safety Standards and Regulations Contractor shall obtain a copy of the City's Safety Policies and Procedures from the City's Risk Management Office c) Upon entering the Job Site, Contractor, Contractor's Employees and Contractor's Subcontractors shall check in with a City Employee (in person or by phone) and document start time on work order Upon job completion, Contractor shall document time completion and have work order signed by a City Employee d) The Fleet Services Coordinator will identify the type of service response required when the request for service is initiated i EMERGENCY RESPONSE Phone response with 30 minutes of the initial call Arrival on site within 2 hours of phone confirmation ii Non -EMERGENCY RESPONSE Confirmation of onsite arrival the next business day in GENERAL SERVICE REQUEST Service needs to be completed prior to the next Designated Operator Inspection 11 L \ca\Agreements\P F Services Agreement.NPS 2 1 FY21 0157 docxin 12 L \ca\Agreements\P F Services Agreement.NPS 2 1 FY21 0157 docxin EXHIBIT "B" FEE SCHEDULE DESIGNATED OPERATOR SERVICES Item # Item Description Unit of Measure Unit Price 1 30-Day Designated UST Operator Inspection Each $140 00 2 Training Per Employee EA $40 00 3 Meetings EA $200.00 TESTING SERVICES 4 Annual AST Inspection LT $125 00 5 Annual Monitor Certification, Spill Bucket and Line Leak Detector Test LT $500 00 6 Annual Monitor Certification, Spill Bucket and Line Leak Detector RETEST LT $350 00 7 Annual Vapor Recovery Test LT $650 00 8 Annual Vapor Recovery Test RETEST LT $350.00 9 Secondary Containment Testing LT $1,300 00 10 Secondary Containment Testing RETEST LT $650 00 MAINTENANCE AND REPAIR SERVICES 11 Maintenance and Repairs - Same Business Day Labor Rate Straight Time HR $115.00 12 Maintenance and Repairs - Same Business Day Labor Rate Over Time HR $135.00 13 Maintenance and Repairs - Same Business Day Labor Rate Double Time HR $150 00 14 Maintenance and Repairs - Same Business Day Travel HR $50.00 15 Maintenance and Repairs - Next Business Day Labor Rate Straight Time HR $115.00 16 Maintenance and Repairs - Next Business Day Labor Rate Over Time HR $135 00 17 Maintenance and Repairs - Next Business Day Labor Rate Double Time HR $150 00 18 Maintenance and Repairs - Next Business Day Travel HR $50 00 19 Maintenance and Repairs - Emergency Calls - Minimum Time (if any) HR $125.00 20 Maintenance and Repairs - Emergency Call Out charge during regular business hours HR $125 00 21 Maintenance and Repairs - Emergency Call Out charge during non -business hours HR $190 00 22 Maintenance and Repairs - Emergency Call Travel HR $62 50 23 Alarm Response - Minimum time charge HR $115 00 24 Alarm Response - During regular business hours HR $115.00 25 Alarm Response - During non -business hours HR $150 00 26 Alarm Response - Travel HR $50 00 27 Mark-up percentage for parts 15% 13 L \ca\Agreements\P F Services Agreement.NPS 2 1 FY21 0157 docxin 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 F SERVICES INC By Date Joan Fuerte, Vice President 14 L \ca\Agreements\P F Services Agreement.NPS 2 1 FY21 0157 docxin AGREEMENT TO PERFORM NON-PROFESSIONAL SERVICES FOR EQUIPMENT AND SUPPLIES This agreement for the provision of repair parts for heavy duty trucks ("Agreement") is made and entered in this 21st day of June, 2022 ("Effective Date"), by and between the City of Redlands, a municipal corporation ("City") and P & S Truck Center ("Contractor") City and Consultant are sometimes individually referred to herein as a "Party" and, together, as the "Parties " In consideration of the mutual promises contained herein, City and Consultant agree as follows ARTICLE 1 — ENGAGEMENT OF CONTRACTOR 1 1 City hereby engages Contractor to supply repair parts for heavy duty trucks 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 this 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 information in its possession that may reasonably assist Contractor in performing the Services 3 2 City designates Chris Boatman, Assistant City Manager 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 this reference. 4 1 The term of this Agreement shall be for a period of one (1) year commencing on July 1, 2022 (the "Initial Term") The City shall have the option to extend the Initial Term of this 1 L:\ca\Agreements\P & S Truck Center Agreement.NPS-2.1.FY21-0158.docx.jn Agreement by two (2) additional one-year terms (each, 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. The Initial Term and the Extended Terms are hereby collectively, referred to herein as the "Term" 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 compensation for Contractor's performance of the Services shall not exceed the amount of Twenty -Nine Thousand Eight Hundred Fifty -Four Dollars and 40 Cents ($29,854 40) for the Services provided during the Initial Term. Should this Agreement be renewed, the compensation for Contractor's performance for the Services shall not exceed the amount of Twenty Nine Thousands Eight Hundred Fifty Four Dollars and 40 Cents ($29,854 40) for the first Extended Term, and Twenty Nine Thousands Eight Hundred Fifty Four Dollars and 40 Cents ($29,854 40) for the second Extended Term, bringing the total possible amount of compensation to a not -to -exceed amount of Eighty Nine Thousand Five Hundred Sixty Three Dollars and Twenty Cents ($89,563.20) 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 "Fee Schedule," 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. 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. CITY City Clerk City of Redlands 35 Cajon Street P 0 Box 3005 (mailing) CONTRACTOR Mary McKee, Owner P & S Truck Center 161 E Valley Blvd. Rialto, CA 92376 2 L.\ca\Agreements\P & S Truck Center Agreement.NPS-2.1.FY21-0158.docx.jn Redlands, CA 92373 jdonaldson@cityofredlands.org (909) 798-7531 pstruckcenter@hotmail.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 non-contributing to any insurance or self- insurance maintained by City 6.2 Contractor shall defend, indemnify, and hold harmless City and its elected and appointed officials, employees and agents from and against any and all claims, losses and 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 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 3 L:\ca\Agreements\P & S Truck Center Agreement.NPS-2.1.FY21-0158.docx.jn 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, 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. Any assignment or attempted assignment without such prior written consent may, in the sole discretion of City, results in City's immediate termination of this Agreement. 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 4 L:\ca\Agreetnents\P & S Truck Center Agreement.NPS-2.1.FY21-0158,docx.jn 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 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 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, without regard to its conflicts of laws provisions The Parties agree that all actions or proceedings arising in connection with this Agreement shall be tried and litigated only in the state courts located in San Bernardino County, California, and the federal courts located in Riverside County, 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. 5 L:\ca\Agreements\P & S Truck Center Agreement.NPS-2.1.FY21-0158.docx.jn IN WITNESS WHEREOF, duly authorized representatives of City and Contractor have signed in confirmation of this Agreement Paul T Barich, Mayor ATTEST e Donaldson, City Clerk P & S TRUCK CENTER /1 By�� /z/r_7-� , : -e z� Mary Mee, owner 6 L \ca\Agreements\P & S Truck Center Agreement.NPS 2 1 FY21-0158.docx.jn EXHIBIT "A" SCOPE OF SERVICES Contractor shall supply cost-effective heavy duty repair trucks parts in a timely efficient manner Contractor shall work collaboratively with staff to supply parts to repair various makes and models of heavy duty trucks The primary manufacturers are, but limited to • International • Autocar • Peterbilt 7 L:\ca\Agreements\P & S Truck Center Agreement.NPS-2.1.FY21-0158.docx.jn EXHIBIT "B" FEE SCHEDULE Prices include, but are not limited to overhead costs, freight delivery, and all related fees Line Item Parts Description Part # Brand Unit Unit Price Core Charge* (if applicable) Total Price 1 Brake Shoes Kit (Front w/23,000 lb lining) GG47020 Haldex each $56 46 $25 00 $81 46 2 Brake Shoes Kit (Rear) GG47072 Haldex each $56 43 $25 00 $81 43 3 Brake Drum (Front) 61528B Webb each $95 09 - $95.09 4 Brake Drum (Rear) 66884B Webb each $137 00 - $137.00 5 Universal Joint M676X Merritor each $96.95 - $96 95 6 Fan Clutch 90000 Kit Master each $532.00 $332 00 $864.00 7 Radiator 5900-06ST Active each $840 00 - $840 00 8 Water Pump RW6079X Haldex each $79 00 - $79 00 9 Rear Brake Chamber GC3030P40 Haldex each $42 43 - $42 43 10 Gea PowerSteering r Box TAS65008X SteeringCmp each $471.00 $200.00 $671.000 11 AC Compressor 03-3002 E Truck Air each $229 00 $229 00 12 AC Drier 07-0602A Truck Air each $19 61 - $19 61 *A core charge is a fee that is added to the price of parts When the old part (the core) is returned the City shall be reimbursed. 8 L:\ca\Agreements\P & S Truck Center Agreement.NPS-2.1.FY21-0158.docx.jn 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 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 Mary Mcj(ee, Owner 9 L.\ca\Agreements\P & S Truck Center Agreement.NPS 2 1.FY21 0158.docx.ln Date AGREEMENT TO PERFORM NON-PROFESSIONAL SERVICES FOR EQUIPMENT AND SUPPLIES This agreement for the provision of fleet oil and lubncants supplies ("Agreement") is made and entered in this 21 st day of June, 2022 ("Effective Date"), by and between the City of Redlands, a municipal corporation ("City") and SC Commercial, LLC, dba SC Fuels, a Delaware corporation ("Contractor") City and Consultant are sometimes individually referred to herein as a "Party" and, together, as the "Parties " In consideration of the mutual promises contained herein, City and Consultant agree as follows ARTICLE 1 — ENGAGEMENT OF CONTRACTOR 1 1 City hereby engages Contractor to supply fleet oil and lubricants 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 this 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 information in its possession that may reasonably assist Contractor in performing the Services 3 2 City designates Chns Boatman, Assistant City Manager 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 this reference 4 2 The term of this Agreement shall be for a period of one (1) year commencing on July 1, 2022 (the "Initial Term") The City shall have the option to extend the Initial Term of this 1 L \ca\Agreements\SC Commercial Agreement.NPS 2 1 FY21 0159 docx.jn Agreement by two (2) additional one-year terms (each, 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 The Initial Term and the Extended Terms are hereby collectively, referred to herein as the "Term" of this Agreement 4 3 If Contractor's Services include deliverable electronic visual presentation materials, such matenals 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 Seventy -Nine Thousand One Hundred Fifty -One Dollars and Fifty -Five Cents ($79,151 55) for the Services provided during the Initial Term Should this Agreement be renewed, the compensation for Contractor's performance for the Services shall not exceed the amount of Seventy -Nine Thousand One Hundred Fifty -One Dollars and Fifty -Five Cents ($79,151 55) for the first Extended Term, and Seventy Nine Thousand One Hundred Fifty -One Dollars and Fifty -Five Cents ($79,151 55) for the second Extended Term, bringing the total possible amount of compensation to a not -to -exceed amount of Two Hundred Thirty -Seven Thousand Four Hundred Fifty -Four Dollars and Seventy Cents ($237,454 70) 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 "Fee Schedule," 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 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 CITY City Clerk City of Redlands 35 Cajon Street CONTRACTOR Robert W Bollar, Corporate Secretary & Vice President SC Commercial, LLC , dba SC Fuels PO Box 4159 2 L \ca\Agreements\SC Commercial Agreement.NPS 2 1 FY21 0159.docxjn P 0 Box 3005 (mailing) Orange, CA 92863 Redlands, CA 92373 fuelbids@scfuels com jdonaldson@cityofredlands org 714-744-7140 (909) 798-7531 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 fisted 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 pnor 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 pnmary and non-contributing to any insurance or self- insurance maintained by City 6 2 Contractor shall defend, indemnify, and hold harmless City and its elected and appointed officials, employees and agents from and against any and all claims, losses and liability, including attorneys' fees, ansmg 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 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 3 L \ca\Agreements\SC Commercial Agreement.NPS 2 1 FY21 0159.docxin 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 (1) approve a rate, rule or regulation, or adopt or enforce a City law, (11) issue, deny, suspend or revoke any City permit, license, application, certification, approval, order or similar authorization or entitlement, (111) 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 wntten 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 Any assignment or attempted assignment without such prior wntten consent may, in the sole discretion of City, results in City's immediate termination of this Agreement 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 4 L \ca\Agreements\SC Commercial Agreement.NPS 2 1 FY21 0159.docxjn 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 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 matenals 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 penod 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 pnor 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, without regard to its conflicts of laws provisions The Parties agree that all actions or proceedings arising in connection with this Agreement shall be tried and litigated only in the state courts located in San Bernardino County, California, and the federal courts located in Riverside County, 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 IN WITNESS WHEREOF, duly authonzed representatives of City and Contractor have signed in confirmation of this Agreement 5 L \ca\Agreements\SC Commercial Agreement.NPS 2 1 FY21 0159.docxjn CITY OF REDLANDS SC COMMERCIAL, LLC , dba SC FUELS Paul T Barich, Mayor Robert W Bollar, Corporate Secretary & Vice President ATTEST Jeanne Donaldson, City Clerk 6 L \ca\Agreements\SC Commercial Agreement.NPS 2 1 FY21 0159.docxjn EXHIBIT "A" SCOPE OF SERVICES Contractor shall supply fleet oil and lubncants to the City's Corporate Yard, located at 1270 W Park Avenue, Building E , Redlands CA 92373 Contractor shall be within 20 miles from the Corporate Yard Contractor shall have the capabilities for a one (1) to three (3) business day maximum turnaround time for product delivery Any deviations to this timeframe requires prior approval by Fleet Services Coordinator ENVIRONMENTAL AND SAFETY AND HEALTH STANDARDS COMPLIANCE Contractor shall comply with applicable environmental statutes, regulations & guidelines in performing the work required under this agreement Contractor shall also comply with applicable Occupational Safety and health standards, regulations and guidelines in performing the work required under this agreement Contractor shall have a qualified representative meet with the Fleet Services Coordinator monthly and review current oil and lubricant levels, and assist in reorder as necessary 7 L \ca\Agreements\SC Commercial Agreement.NPS 2 1 FY21 0159.docx in EXHIBIT "B" FEE SCHEDULE Re -refined lubricants will not be accepted Prices include all costs for the products described All overhead costs, mcludmg, but not limited to, delivery & stock fees shall be included in the product rate Prices shall remain in effect for the term of the contract ESCALATION AND DE-ESCALATION OF BID PRICE During the life of a contract awarded pursuant to this Request for Bid, mcludmg any extensions thereof, there may be a general published manufacturer s price change OR a general market change, as evidenced by prices paid by other governmental entities or private organizations, in either the cost of materials or labor of the product or service specified herein Within thirty (30) calendar days of a DECREASE in price, a successful bidder shall have an AFFIRMATIVE DUTY to (1) notify the City of market, manufacturer or laborer decreases in prices, and (2) to extend the full decrease to the City Failure of a successful bidder to notify the City and/or extend such decrease(s) may be considered a breach of contract In event of an INCREASE in price, the City may allow, upon presentation of suitable proof and thirty (30) calendar days' advanced written notice, an increase over bid pnce Increases will apply only to products or services affected by an increase in raw material, labor, or other like cost factors No increase will be allowed earlier than (120) calendar days from date of contract award, including thirty (30) calendar days' advanced written notice and written approval by authorized City staff If the Contractor proposes a pnce increase, the Contractor shall be required to submit any price increases to authorized city staff Said notice shall show item number, current price, suggested price increase, and purchase order number The City reserves the right to accept or reject any price increase, and to cancel the contract if price increases are not acceptable Documentation may be required to provide justification for any increases based on the US Bureau of Labor Statistics, Consumer Price Index increases or manufacturer mcreases that are out of the control of the Contractor PRODUCT DESCRIPTION DELIVERY METHOD UNIT PRICE 1 15w40 CK-4 Motor Oil Approved for Cummins CES 20086 & Natural Gas CES 20092 specifications Transfer of Gallon Max 250 gal $ 1 3 00 p/gal 2 5w30 Motor Oil SP/GF6 55 Gal Drum $8 29 p/gal 3 Full Syn Multi Vehicle ATF Transfer of Gallon Max 250 gal $19 74 p/gal 4 ATF Dexron III / Mercon Transfer of Gallon Max 250 gal $8 29 p/gal 5 Hydraulic Fluid AW 68 Transfer of Gallon Max 250 gal $11 982 p/gal 6 80/90 Gear Oil GL-5 55 Gal Drum $12 29 p/gal 7 5w20 Full Syn Motor Oil SP/GF6 55 Gal Drum $12 29 p/gal 8 Synthetic ATF Allison TES 295 Approved 55 Gal Drum $28 24 p/gal 8 L \ca\Agreements\SC Commercial Agreement.NPS 2 1 FY21 0159.docxjn 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 SC COMMERCIAL, LLC, dba SC FUELS By Date Robert W Bollar, Corporate Secretary & Vice President 9 L \ca\Agreements\SC Commercial Agreement.NPS 2 1 FY21 0159.docx in AGREEMENT TO PERFORM NON-PROFESSIONAL SERVICES FOR EQUIPMENT AND SUPPLIES This agreement for the provision of lift equipment maintenance and repair ("Agreement") is made and entered in this 21 st day of June, 2022 ("Effective Date"), by and between the City of Redlands, a municipal corporation ("City") and Southwest Lift & Equipment Inc ("Contractor") City and Consultant are sometimes individually referred to herein as a "Party" and, together, as the "Parties " In consideration of the mutual promises contained herein, City and Consultant agree as follows ARTICLE 1 — ENGAGEMENT OF CONTRACTOR 1 1 City hereby engages Contractor to perform lift equipment 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 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 this 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 information in its possession that may reasonably assist Contractor in performing the Services 3 2 City designates Chns Boatman, Assistant City Manager 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 this reference 4 2 The term of this Agreement shall be for a period of one (1) year commencing on July 1, 2022 (the "Initial Term") The City shall have the option to extend the Initial Term of this 1 L \ca\Agreements\Southwest Lift & Equipment Agreement.NPS 2 1 FY21 0160.docx.jn Agreement by two (2) additional one-year terms (each, 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 The Initial Term and the Extended Terms are hereby collectively, referred to herein as the "Term" of this Agreement 4 3 If Contractor's Services include deliverable electronic visual presentation materials, such matenals 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 One Hundred Thirty -Four Thousand Dollars ($134,000) for the Services provided dunng the Initial Term Should this Agreement be renewed, the compensation for Contractor's performance for the Services shall not exceed the amount of One Hundred Thirty -Four Thousand Dollars ($134,000) for the first Extended Term, and One Hundred Thirty -Four Thousand Dollars ($134,000) for the second Extended Term, bringing the total possible amount of compensation to a not -to -exceed amount of Four Hundred Two Thousand Dollars ($402,000) For the Initial Term and each Extended Term, City shall pay Contractor on a time and matenals basis up to the not to not -to -exceed amount in accordance with the rates specified in Exhibit "B," titled "Fee Schedule," 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 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, (u) five (5) days after deposit in first class registered mail, with return receipt requested, (in) on the actual delivery date if deposited with an overnight courier, or (iv) on the date sent by facsimile or electronic mail transmission (mcludmg 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 CITY City Clerk City of Redlands 35 Cajon Street P 0 Box 3005 (mailmg) Redlands, CA 92373 CONTRACTOR Jane Wingenfeld, Treasurer Southwest Lift & Equipment, Inc 254 E Valley Street San Bernardino, CA 92408 Jana@southwesthft com 2 L \ca\Agreements\Southwest Lift & Equipment Agreement.NPS 2 1 FY21 0160.docx.jn jdonaldson@cityofredlands org 909-867-9820 (909) 798-7531 Fax 909-867-9821 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 fisted 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 non-contributing to any insurance or self- insurance maintained by City 6 2 Contractor shall defend, indemnify, and hold harmless City and its elected and appointed officials, employees and agents from and against any and all claims, losses and 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 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 L \ca\Agreements\Southwest Lift & Equipment Agreement.NPS 2 1 FY21 0160.docx.jn 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 (1) approve a rate, rule or regulation, or adopt or enforce a City law, (11) issue, deny, suspend or revoke any City permit, license, application, certification, approval, order or similar authorization or entitlement, (111) 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 wntten 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 Any assignment or attempted assignment without such prior wntten consent may, in the sole discretion of City, results in City's immediate termination of this Agreement 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 4 L \ca\Agreements\Southwest Lift & Equipment Agreement.NPS 2 1 FY21 0160.docx.jn 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 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 matenals 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 penod 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 pnor 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, without regard to its conflicts of laws provisions The Parties agree that all actions or proceedings arising in connection with this Agreement shall be tried and litigated only in the state courts located in San Bernardino County, California, and the federal courts located in Riverside County, 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 5 L \ca\Agreements\Southwest Lift & Equipment Agreement.NPS 2 1 FY21 0160.docx.jn IN WITNESS WHEREOF, duly authorized representatives of City and Contractor have signed in confirmation of this Agreement CITY OF REDLANDS SOUTHWEST LIFT & EQUIPMENT, INC By By Paul T Banch, Mayor Jana Wingenfeld, Treasurer ATTEST Jeanne Donaldson, City Clerk 6 L \ca\Agreements\Southwest Lift & Equipment Agreement.NPS 2 1 FY21 0160.docx.jn EXHIBIT "A" SCOPE OF SERVICES Contractor shall to provide accurate replacement parts, safety Inspections, PM Services and Repairs for Rotary Heavy -Duty Vehicle Lift, Benwill aboveground lift, Western inground lifts, Samson grease pumps, hose reels, dispensers, and dispensing equipment, PlymoVent exhaust reels, Electric and Gas Air Compressors, and other associated equipment as needed Lifts — Quantity (2) Western Lift INGROUND FORWARD AND AFT (Annual inspection and service) • Complete annual lift inspection and tag lift with date of inspection • Inspect hoist pit for any oil and debris • Inspect lifts saddles • Grease as required • Complete inspection of pneumatic components including hydraulic lures and connections to the lift pump • Check hydraulic operation of the lift in fully raised and lowered position • Check hydraulic fluid levels and fluid condition Make sure fluid levels are correct • Inspect and test mechanical safety locks for any wear • Inspect lockjaw hinges • Inspect lift seals and seal plates • Check and adjust chain as needed • Clean all debris inside of pit • Check the valves for leaks, clean and repair as needed • Verify all OSHA required operation and safely labels are in place and legible • Maintain and provide service reports in data file for equipment monitoring • Provide Inspection Certificate Lifts — Quantity (2) Western 8k (WP2) 2 POST INGROUND (Annual inspection and service) • Complete annual lift inspection and tag lift with date of inspection • Inspect lifts saddles and lock pins • Grease as required • Complete inspection of pneumatic components including hydraulic lines and connections to the lift pump • Check hydraulic operation of the lift in fully raised and lowered position • Check hydraulic fluid levels and fluid condition Make sure fluid levels are correct • Inspect lift seals and seal plates • Inspect and test mechanical safety locks for any wear • Check the valves for leaks, clean and repair as needed • Verify all OSHA required operation and safely labels are in place and legible • Maintain and provide service reports in data file for equipment momtormg • Provide Inspection Certificate Lifts — Quantity (1) Benwill 7k 2 POST ABOVEGROUND (Annual inspection and service) • Complete annual lift inspection and tag lift with date of inspection • Inspect lifts pads, arm locks, and pins • Check the lowering speed with a representative vehicle on the lift • Lubricate and adjust as needed • Complete inspection of electrical wiring and plugs • Complete inspection of pneumatic components including hydraulic lines and connections to the lift pump • Check hydraulic operation of the lift in fully raised and lowered position • Check hydraulic fluid levels and fluid condition Make sure fluid levels are correct • Inspect and test mechanical safety locks for any wear • Verify all OSHA required operation and safely labels are in place and legible • Examine all structural components and welds • Examine concrete around columns for stress cracks 7 L \ca\Agreements\Southwest Lift & Equipment Agreement.NPS 2 1 FY21 0160.docx.jn • Check and adjust chain as needed • Clean the motor, tank and pump assembly and inspect for leaks • Check all fastening devices for tightness including floor anchor bolts • Maintain and provide service reports in data file for equipment monitoring • Provide Inspection Certificate Lifts — Quantity (1) Rotary 30k 4 POST ABOVEGROUND (Annual inspection and service) • Complete annual lift inspection and tag lift with date of inspection • Lubricate and adjust as needed • Check the lowering speed with a representative vehicle on the lift • Complete inspection of electrical wiring and plugs • Verify all OSHA required operation and safely labels are in place and legible • Examine all structural components and welds • Examine concrete around columns for stress cracks • Complete inspection of pneumatic components including hydraulic fines and connections to the lift pump • Check hydraulic operation of the lift in fully raised and lowered position • Check hydraulic fluid levels and fluid condition Make sure fluid levels are correct • Inspect and test mechanical safety locks for any wear • Check and adjust cables as needed • Check bearings and pulleys for wear • Check all fastening devices for tightness including floor anchor bolts • Clean the motor, tank and pump assembly and inspect for leaks • Check hydraulic operation of rolling jack unit (15k) and inspect for worn and damaged parts • Maintain and provide service reports in data file for equipment monitoring • Provide Inspection Certificate Samson grease pump, hose reels, and dispensing equipment (Annual inspection and service) • Hose reels will be completely extended, inspected for hose condition and thoroughly cleaned • Hose reels will be inspected for leaks and proper operation • Hose reel hose spring tension will be inspected, adjusted, or replaced as needed • Pumps and dispensers will be tested for proper operation, leaks and fluid (I would take "dispense tracking" out I don't believe you have tracking for the dispensers) • Inspection of shut-off valves and inlet hoses • Maintain and provide service reports in data file for equipment momtormg Exhaust Hose Reels -Quantity (5) PlymoVent (Annual inspection and service) • Exhaust Hose Reels will be completely extended and retracted • Exhaust Hoses will be inspected and checked for leaks and condition • Exhaust Hose motor assy will be inspected, cleaned and checked for proper operation • Complete inspection upon completion • Maintain and provide service reports in data file for equipment monitoring Electric Air Compressors (6) and Tanks (7) (Semiannual inspection and service) • Dram and replace pump oil • Replace air filters • Inspect belts • Inspect for leaks • Clean units • Grease motor 8 L \ca\Agreements\Southwest Lift & Equipment Agreement.NPS 2 1 FY21 0160.docx.in Gas Air Compressors (2) on Service Trucks (Every 3 month inspection and service) • Dram and replace engine oil Replace air filters • Inspect belts • Inspect for leaks • Clean units • Chain spark plug Diesel Air Compressors (1) on Landfill Truck (Every 3 month inspection and service) • Dram and replace engine oil • Replace air filter • Inspect belts • Inspect for leaks • Clean unit Tire Changer (1) and Balancer (1) (Annual inspection and service) • Inspect for proper operations and leaks • Inspect pressure regulator and oiler, fill as needed • Inspect table, Jaws, bead breaker, foot pedals, fill hose, and repair or replace as needed • Calibrate balancer as needed Certify Technicians • Certify technicians on lifts, tire balancer, and tire changer Other Associated Equipment AS -Needed (inspect, replace, or purchase) • Jacks (floor jacks, low profile jacks) • Fast Pipe • Tsunami filter with dram kit and filter elements (purchase and install) • Air compressors / generators (purchase and install) • Fuel transfer pump (purchase and install) • Welding for compressors, hose reels, and equipment to be fitted to service trucks • Grease pump kit and high-pressure grease reel (purchase and install) • Other equipment as needed Lift Models. • Benwill - TP-7 (2 post 7,0001b capacity) • Rotary - SM300-100 (4 post 30,000 lb capacity) • Rotary - FC5710 (rolling jack 15,000 lb capacity) • Western - WP2 (2 post mground 8,000 lb capacity) • Western - AC 1010 (Forward and Aft inground, 24,000 capacity) • Western - 10210 (Forward and Aft inground, 36,000 capacity) Electric, Gas, and Diesel Compressor Models.. • Ingersoll Duplex • Industrial Air • Bel -Air • Champion • Ingersoll • Mi-T-M Tire Changer and Balancer Model. • Tire Changer — Giuliano Maxi GT • Balancer - Coats 1000 9 L \ca\Agreements\Southwest Lift & Equipment Agreement.NPS 2 1 FY21 0160.docx.jn EXHIBIT "B" FEE SCHEDULE Description Type Price per Service Electric Compressor Service $250 00 each Gas Compressor Service $250 00 each Diesel Compressor Service $250 00 each Lift Certifications $250 00 each Service Ca11 Truck/Charge $0 00 Labor Rate $138 00 per hour Parts 15% markup 10 L \ca\Agreements\Southwest Lift & Equipment Agreement.NPS 2 1 FY21 0160.docx.jn 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 SOUTHWEST LIFT & EQUIPMENT, INC By Date Jana Wingenfeld, Treasurer 11 L \ca\Agreements\Southwest Lift & Equipment Agreement.NPS 2 1 FY21 0160.docx.jn