HomeMy WebLinkAboutContracts & Agreements_232-2023AGREEMENT TO PERFORM NON-PROFESSIONAL SERVICES
FOR EQUIPMENT AND SUPPLIES
This agreement for the provision of Original Equipment Manufacturer (OEM) Parker
Hannifin Hydraulic Hoses and Accessories ("Agreement") is made and entered in this 5th day of
December, 2023 ("Effective Date"), by and between the City of Redlands, a municipal corporation
("City") and Bernell Hydraulics 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 of OEM Parker Hannifin Hydraulic
Hoses and Accessories 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 Tabitha Crocker, Facilities and Community Services Department 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.
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4.2 The term of this Agreement shall be from the Effective Date of this Agreement (the "Initial
Term") and will expire on June 30, 2024 (the "Initial Tenn"). 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 Tenn. 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
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 Compensation: The compensation for Contractor's performance of the Services shall not
exceed the amount of One Hundred Fifty Thousand Dollars ($150,000) 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 One Hundred
Fifty Thousand Dollars ($150,000) for the first Extended Term; and One Hundred Fifty
Thousand Dollars ($150,000) for the second Extended Term, bringing the total possible
amount of compensation to a not -to -exceed amount of Four Hundred Fifty Thousand
Dollars ($450,000). For the Initial Term and each Extended Term, City shall pay Contractor
on a time and materials basis up to the not to not -to -exceed amount in accordance with the
rates specified in Exhibit "B," titled "Price and Fee 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:
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CITY
City Clerk
City of Redlands
35 Cajon Street
P.O. Box 3005 (mailing)
Redlands, CA 92373
jdonaldson@cityofredlands.org
(909) 798-7531
CONTRACTOR
Rob Kinnee
Bernell Hydraulics Inc.
P.O. Box 417
Rancho Cucamonga, 91739
rancho@bernell-usa.com
909-899-1751
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 andagents in performing the Services.
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ARTICLE 7 CONFLICTS OF INTEREST
7.1 Contractor covenants and represents that it does not have any investment or interest in any
real property that may be the subject of this Agreement or any other source of income,
interest in real property or investment that would be affected in any manner or degree by
the performance of Contractor's Services. Contractor further covenants and represents that
in the performance of its duties hereunder, no person having any such interest shall perform
any Services under this Agreement.
7.2 Contractor agrees it is not a designated employee within the meaning of the Political
Reform Act because Contractor:
A. Does not make a governmental decision whether to:
(i) approve a rate, rule or regulation, or adopt or enforce a City law;
(ii) issue, deny, suspend or revoke any City permit, license, application,
certification, approval, order or similar authorization or entitlement;
(iii) authorize City to enter into, modify or renew a contract;
(iv) grant City approval to a contract that requires City approval and to which
City is a party, or to the specifications for such a contract;
(v) grant City approval to a plan, design, report, study or similar item;
(vi) adopt, or grant City approval of, policies, standards or guidelines for City or
for any subdivision thereof.
B. Does not serve in a staff capacity with City and, in that capacity, participate in making
a governmental decision or otherwise perform the same or substantially the same duties
for City that would otherwise be performed by an individual holding a position
specified in City's Conflict of Interest Code under Government Code section 87302.
7.3 In the event City determines that Contractor must disclose its financial interests, Contractor
shall complete and file a Fair Political Practices Commission Form 700, Statement of
Economic Interests, with the City Clerk's office pursuant to the written instructions
provided by the City Clerk.
ARTICLE 8 GENERAL CONSIDERATIONS
8.1 In the event any action is commenced to enforce or interpret any of the terms or conditions
of this Agreement the prevailing Party shall, 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.
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8.3 Contractor is for all purposes under this Agreement an independent contractor and shall
perform the Services as an independent contractor. Neither City nor any of its agents shall
have control over the conduct of Contractor or Contractor's employees, except as herein
set forth. Contractor shall supply all necessary tools and instrumentalities required to
perform the Services. Assigned personnel employed by Contractor are for its account only,
and in no event shall Contractor or personnel retained by it be deemed to have been
employed by City or engaged by City for the account of, or on behalf of City. Contractor
shall have no authority, express or implied, to act on behalf of City in any capacity
whatsoever as an agent, nor shall Contractor have any authority, express or implied, to bind
City to any obligation.
8.4 This Agreement may be terminated by City, in its sole discretion, by providing not less than
ten (10) days prior written notice to Contractor of City's intent to terminate. If this
Agreement is 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 ()flaws 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.
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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 authorized representatives of City and Contractor have
signed in confirmation of this Agreement.
CITY O,.REDLANDS
By:
Paul Barich, Mayor Pro Tem
ATTEST:
e Donaldson, City Clerk
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BERNELL HYDRAULICS INC.
By: Rob Kilili‘`;4/_
,erritory Sales Manager
EXHIBIT "A"
SCOPE OF SERVICES
The Contractor will be responsible for the supply and delivery of OEM Parker Hannifin
Hydraulic Hoses and Accessories.
All items provided under this agreement shall be OEM Parker Hannifin Hydraulic Hoses and
Accessories 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 be an established and factory authorized original equipment manufacturer
(OEM) parts dealer and/or service center for Parker Hannifin Hydraulic Hoses and Accessories.
Contractor shall furnish all supplies and materials to the satisfaction of the City of Redlands.
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 accept the return of unused and undamaged items purchased through this
agreement at 100% of the contract price.
The provisions of this agreement shall in no way prohibit the City from purchasing the same
products and/or services listed herein from another supplier.
Items ordered should be delivered as soon as possible, but no later than three (3) business days
from the date of each order. 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.
DELIVERY LOCATION: 1270 W. Park Avenue, Building E., Redlands, CA. 92373
Warrantv:
Any suppliers or manufacturers' standard warranty coverage must be extended to the City of
Redlands.
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EXHIBIT "B"
PRICE AND FEE SCHEDULE
Item Description
Item Price
387TC-16 -- GLBL HOSE 3K PSI TC 1"
$13.09
10743-8-8 -- FEMALE NPT SWIVEL 43 SRS
$8.63
13743-8-8 - FJIC SWIVEL 45'43 SRS
$17.48
13943-8-8 - FJIC SWIVEL 90'CRIMP 43 SRS
$20.20
14143-8-8-LONG FJIC-90 CRIMP 43 SRS
$26.74
11143-8-8 -- SAE FLRLSS FERRUL-FIX 43 SRS
$15.76
1J043-8-8 -- MALE SEAL LOK 43 SRS
$22.96
17C43-8.8 --43 SRS FORFS SWIVEL SEAL-LOK
$11.01
1J743-8-8 - FEMALE SEAL LOK 45'43SRS
$22.09
1J943-8-8 - FEM SEAL LOK SWIVEL 90'43 SRS
$23.98
17143-8-8 FEM LONG 90 SEAL LOK 43 SRS
$31.97
11543-8-8 SAE CD61 FLANGE 43 SRS CRIMP
$39.06
11743-8.8 SAE CD6145'FLANGE 43 SRS
$42.90
919-10 - TFE SS BARID HOSE
$14.09
10691N-1010- FJIC PARFLEX TFE HOSE FTG
$17.78
Not to Exceed Markup Percent for other Parts
20%
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NPS-2.1 (8.22)
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
XI 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.
BERNELL HYDRAULICS INC.
ee, Territory Sales Manager
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Date: 1 l