HomeMy WebLinkAboutContracts & Agreements_33-2016 AGREEMENT TO PERFORM NON-PROFESSIONAL SERVICES
This agreement for the provision of heavy off-road vehicle maintenance and repair services
("Agreement") is made and entered in this 16th day of February, 2016 ("Effective Date"), by and
between the City of Redlands, a municipal corporation ("City)" and Johnson Machinery Co.
("Contractor"). City and Contractor are sometimes individually referred to herein as a"Party" and,
together, as "Parties." In consideration of the mutual promises contained herein, City and
Contractor agree as follows:
ARTICLE 1 —ENGAGEMENT OF CONTRACTOR
1.1 City hereby engages Contractor to provide heavy off-road vehicle 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
contractors in the industry providing like and similar types of Services.
ARTICLE 2— SERVICES OF CONTRACTOR
2.1 The Services that Contractor shall perforin are more particularly described in Exhibit"A,"
entitled"Scope of Services,"which is attached hereto and incorporated herein by reference.
2.2 Contractor shall comply with applicable federal, state and local laws and regulations in the
performance of this agreement including,but not limited to any applicable state prevailing
wage laws.
ARTICLE 3 —RESPONSIBILITIES OF CITY
3.1 City shall make available to Contractor public information in its possession that may assist
Contractor in performing the Services.
3.2 City designates Chris Boatman, City's Quality of Life Director, as City's representative with
respect to performance of the Services, and such person shall have the authority to transmit
instructions,receive information, interpret and define City's policies and decisions with
respect to performance of the Services.
ARTICLE 4—PERFORMANCE OF SERVICES
4.1 Contractor shall perform and complete the Services in a prompt and diligent manner as
reasonably requested from time to time by City. The Services shall commence within ten
(10) days of the Effective Date of this Agreement.
4.2 During the term of this Agreement, City may request that Contractor perform Extra
Services. As used herein, "Extra Services"means any work that is determined necessary by
City for the proper completion of the Services,but which the Parties did not reasonably
anticipate would be necessary at the time of execution of this Agreement. Provided the Extra
Services do not exceed twenty percent (20%) of the compensation to be paid by City to
Contractor for the Services, such Extra Services may be agreed to by official in accordance
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with Chapter 2.16 of the Redlands Municipal Code. Contractor shall not perform, nor be
compensated for, Extra Services without such written authorization from City.
4.3 The term of the Agreement shall be for a period of one (1) year from the Effective Date of
this Agreement(the "Initial Tenn"). The City shall have the option to extend the Initial
Term of this Agreement by two (2) one-year additional terns (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 Tenn or any Extended Term.
ARTICLE 5 --PAYMENTS TO CONTRACTOR
5.1 The total compensation for Consultant's performance of the Services annually shall not
exceed the amount of Fifty Thousand Dollars ($50,000) for parts and supplies and Fifty Five
Thousand Eight Hundred Dollars ($55,800) for labor, for a total of One Hundred Five
Thousand Eight Hundred Dollars ($105,8000). City shall pay Consultant on a time and
materials basis up to the not to exceed amount based upon the unit prices and hourly rates
shown in Exhibit"A."
5.2 Consultant shall submit monthly invoices to City describing the Services perfonned during
the preceding month. Consultant's invoices shall include a brief description of the Services
performed, the dates the Services were perfonned, the number of hours spent and by whom.
City shall pay Consultant no later than thirty (30) days after receipt and approval by City of
Consultant's invoice.
5.3 All notices shall be given in writing by personal delivery or by mail. Notices sent by mail
should be addressed as follows:
City Consultant
Chris Boatman, Director Greg Bindl, PSSR
Quality of Life Department Johnson Machinery Co.
City of Redlands 800 E. La Cadena Dr.
35 Cajon Street, Suite 222 P.O. Box 351 (mailing)
P.O. Box 3005 (mailing) Riverside, CA 92502
Redlands, CA 92373
When so addressed, such notices shall be deemed given upon deposit in the United States
Mail. Changes may be made in the names and addresses of the person to whom notices and
payments are to be given by giving notice pursuant to this section 5.3.
ARTICLE 6— INSURANCE AND INDEMNIFICATION
6.1 Insurance required by this Agreement shall be maintained by Contractor for the duration of
its performance of the Services. Contractor shall not perform any Services unless and until
the required insurance listed below is obtained by Contractor. Contractor shall provide City
with certificates of insurance and endorsements evidencing such insurance prior to
commencement of the Services. Insurance policies shall include a provision prohibiting
cancellation or modification of the policy except upon thirty(30) days prior written notice to
city.
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6.2 Contractor shall secure and maintain Workers' Compensation and Employer's Liability
insurance throughout the duration of its performance of the Services in accordance with the
Iaws of the State of California, with an insurance carrier acceptable to City as described in
Exhibit"B," entitled "Workers' Compensation Insurance Certification," which is attached
hereto and incorporated herein by this reference.
6.3 Contractor shall secure and maintain comprehensive general liability insurance with carriers
acceptable to City. Minimum coverage of One Million Dollars ($1,000,000)per occurrence
and Two Million Dollars ($2,000,000) aggregate for public liability, property damage and
personal injury is required. City shall be named as an additional insured and such insurance
shall be primary and non-contributing to any insurance or self-insurance maintained by City.
6.4 Contractor shall have business auto liability coverage, with minimum limits of One Million
Dollars ($1,000,000) per occurrence, combined single limit bodily injury liability and
property damage liability. This coverage shall include all Contractor owned vehicles used in
connection with Contractor's provision of the Services, hired and non-owned vehicles, and
employee non-ownership vehicles. City shall be names as an additional insured and such
insurance shall be primary and non-contributing to any insurance or self insurance
maintained by City.
6.5 Contractor shall defend, indemnify and hold harinless City and its elected officials,
employees and agents from and against any and all claims, losses or liability, including
attorneys' fees, arising from injury or death to persons or damage to property occasioned by
and negligent act, omission or failure to act by Contractor, its officers, employees and agents
in perfonning 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
perfonnance of Contractor's Services. Contractor further covenants and represents that in
the performance of its duties hereunder, no person having any such interest shall perform
any Services under this Agreement.
7.2 Contractor agrees it is not a designated employee within the meaning of the Political Reform
Act because Contractor:
A. Does not make or participate in:
(i) the making or any City governmental decisions regarding approval of a rate,
rule or regulation, or the adoption or enforcement of laws;
(ii) the issuance, denial, suspension or revocation of City permits, licenses,
applications, certifications, approvals, orders or similar authorization or
entitlements;
(iii) authoring City to enter into,modify or renew a contract;
(iv) granting City approval to a contract that requires City approval and to which
City is a party, or to the specifications for such a contract;
(v) granting City approval to a plan, design, report, study or similar item;
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(vi) adopting, or granting City approval of policies, standards or guidelines for
City or for any subdivision thereof.
B. Does not serve in a staff capacity with City and in that capacity,participate in making a
governmental decision or otherwise perforin the same or substantially the same duties
for City that would otherwise be performed by an individual holding a position specified
in City's Conflict of interest Code under Government Code section 87302.
7.3 In the event City officially determines that Contractor must disclose its financial interests,
Contractor shall complete and file a Fair Political Practices Commission Form 700, State of
Economic Interests with the City Clerks' office pursuant to the written instructions provided
by the City Clerk.
ARTICLE 8—GENERAL CONSIDERATIONS
8.1 In the event any action is commenced to enforce or interpret any of the terms or conditions
of this Agreement the prevailing Party shall, in addition to any costs and other relief, be
entitled to the recovery of its reasonable attorneys' fees, including fees for the use of in-
house counsel by a Party.
8.2 Contractor shall not assign any of the Services, except with the prior written approval of
City and in strict compliance with the terms, and conditions of this Agreement.
8.3 Documents, records, drawings, designs, cost estimates, electronic data files, databases and
any other documents developed by Contractor in connection with its perfonnance of the
Services, and any copyright interest in such documents, shall become the property of City
and shall be delivered to City upon completion of the Services, or upon the request of City.
Any reuse of such documents, and any use of incomplete documents, shall be at City's sole
risk.
8.4 Contractor is for all purposes under this Agreement an independent contractor and shall
perform the Services as an independent contractor. Neither City nor of its agents shall have
control over the conduct of Contractor or Contractor's employees, except as herein set forth.
Contractor shall supply 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 by City for the account of, or on behalf of City. Contractor shall have no
authority, express or implied, to act on behalf of City in any capacity whatsoever as an
agent, nor shall Contractor have any authority, express or implied, to bind City to any
obligation.
8.5 Unless earlier terminated as provided for below, this Agreement shall terminate upon
completion and acceptance of the Services by City; provided, however, this Agreement may
be terminated by City, in its sole discretion, by providing ten (10) days prior written notice
to Contractor(delivered by certified mail, return receipt requested) of City's intent to
terminate. If this Agreement is terminated by City, an adjustment to Contractor's
compensation shall be made, but (1) no amount shall be allowed for anticipated profit or
unperformed Services, and (2) any payment due Contractor at the time of termination may
be adjusted to the extent of any additional costs to City occasioned by any default by
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8,7 This Agreement, including the Exhibits incorporated herein by reference, represents the
entire agreement and understanding between tile Parties as to the matters contained herein,
and any prior negotiations, written proposals or verbal agreements relating to such matters
are superseded by this Agreement. Except as otherwise provided for herein, an amendment
to this Agreement shall be in writing, approved by City and signed by City and Contractor.
8.8 This Agreement shall be governed by and construed in accordance with the laws of the State
of California.
IN WITNESS WHEREOF, duly authorized representatives of City and Contractor have signed in
confirmation of this Agreement.
CITY OF REDLANDS JO INSON ACH NERY CO.
By� By:,
Paul W. Foster, Mayor ireg
Attest:
Sam Irwin,
diy Clerk
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EXHIBIT "A"
SCOPE OF SERVICES
SCOPE OF WORK
Bidders shall perform preventative maintenance and repair services that include, but are not limited
to, work on brakes, suspension, heatlair conditioning systems, electrical systems, minor engine
repair, and other repairs normal and customary for routine repair of a commercial heavy duty off-
road fleet.
• Turnaround time of two (2) business days for PM services plus routine repair services done
as a result of the PM.
• The technician must include observations and explanations for any further needed repairs.
• Original Equipment Manufacturer (OEM) parts must be used.
• Work collaboratively with staff to meet the following key components of the vehicle
maintenance program:
• Comprehensive, preventative maintenance schedule.
® Full utilization of standard warranty coverage
• Customer service responsiveness to maximize cost efficiencies, minimize unscheduled
repairs and down time.
• A preventative Maintenance Service checklist shall be completed by the technician and
attached to the invoice submitted to the City for every vehicle serviced.
P M SERVICE - OFF-ROAD HEAVY EQUIPMENT (CATERPILLAR)
INSPECTION CHECK LIST
Vehicle## Date Division Mileage Hours
Every 250 Service Hours or Monthly
• Axle universal joint(rear)
• Cooling system coolant additive (DEAC)
• Differential oil level (front)
• Differential oil level (rear)
• Engine oil and filter
• Extendable stick
• Final drive oil level (front)
• Final drive oil level (rear)
• Kingpin bearings (rear)
• Sideshift stabilizer wear pads
• V-belts
Every 500 service hours or 3 months for machines used in severe applications
• Differential oil (rear)
Every 1000 service hours or 6 months
• Differential oil (front)
• Differential oil (rear)
• Engine valve lash
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• Final drive oil (front)
• Final drive oil (rear)
• Rollover protective structure (RODS)
• Transmission magnetic screen
• Transmission oil
• Wheel bearings (front)
Every 2000 service hours or 1 year
• Engine valve lash
• Hydraulic system oil
Every 3000 service hours or 2 years
• Cooling system coolant (DEAC)
• Cooling system coolant extender
• Cooling system water temperature regulator
Every 6000 service hours or 4 years
• Cooling system coolant (ELC)
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Meavy Duty Off Road Equipment Maintenance and Service
ANNUAL ESTIMATES
Labor Type Estimated Price Per Service TOTAL AMOUNT
Quantity
A) A P
(A)x(B) (C)
1 PM HourlyRate 1009 � � _ ��, ll�aur .,. 0 0F 'I
c�
2. Standard Repair Hourly Rate 100 $ /hour 2C
z
3.Overtime Hourly Rate j 60 � 3, fhvur � C� � 3C
- - ._
4. Field Labor Rate 80 $ '/` , hour_ $ 1 41C
5. Emerg2ncy Gall Hourly Rate 40 $ /hour $ J 7olC SC
6. Fabrication Hourly.Rate 100 $ DS'g'u hour $ ZO S00
8C
a.. Subtotal. $ 5 (90L.
Est'd Net Cost Bidder's mark-up percentage TOTAL.AMOUNT
of Parts (ex; 10%, 15%,25%) (see Note 1)
(A) Bp (C)
EA� I x(B)+(A) Loi
7. Parts {see rote 1) $50,000 % $
GRAND TOTAL:
(1C) THRt1 7'C
PARTS PRICE LIST (discount on Parts Costs)
Name of Flat Rate Manual (if applicable):_
Name of Parts Price Sheet if applicable):
Mote 1! Example of Calculating Line Itern 7: The est fated net cost of F ty Thousand Dollars (S50,000) (A) at a Bidder's mark-up
percentage 5% (8), plus the estimated net cost (A), vM resin irtt a Total Brice of Fifty Two Thousand Five Dollars ($52,540) (C)
(($50,000 x 5`vo)+SSO,000).
Nota 2 The above quanblras fir labor mrd pads are esf�n ales used forbid purposes the E raprr�artt fry trrlt#FrtaflsQ fltv€saGn 4aria rsa2 guara.rst€att a mErlrrtsarrs vi<
labor and parts for the work.
PRINT VENDOR IVAME A DATE.
Page 20 of 20
YQOL12212015JS Heavy Duty Off Road Equipment Maintenance & Service
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EXHIBIT "B"
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.
CHEM 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 1 —1 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.
Johnson Ma,'nery C Date:
By:
S�
Greg im, �Sw
wLd-
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