HomeMy WebLinkAboutContracts & Agreements_5-2016 AGREEMENT TO PERFORM NON-PROFESSIONAL SERVICES
This agreement for the provision of Fleet Oil and Lubricants ("Agreement") is made and
entered in this 19th day of January, 2016 ("Effective Date"), by and between the City of
Redlands, a municipal corporation ("City)" and Van De Pol Petroleum ("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 oil and lubricants (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," entitled "Scope of Services," which is attached hereto and incorporated herein by
reference.
2.2 Contractor shall comply with applicable federal, state and local laws and regulations in
the performance of this agreement including, but not limited to State prevailing wage
laws.
ARTICLE 3 —RESPONSIBILITIES OF CITY
3.1 City shall make available to Contractor information in its possession that may assist
Contractor in performing the Services.
3.2 City designates Chris Boatman, Director of Quality of Life, 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 perforrn and complete the Services in a prompt and diligent manner in
accordance with the schedule set forth in Exhibit "A," entitled "Scope of Services,"
which is attached hereto and incorporated herein by reference. 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 perfonn 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 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 Term"). The City shall have the option to extend the Initial
Terra of this Agreement by two (2) one-year additional terms (an"Extended Term"), on
the same terms and conditions, by providing written notice to Contractor at least ninety
(90) days prior to the expiration of the Initial Tenn or any Extended Term.
ARTICLE 5 —PAYMENTS TO CONTRACTOR
5.1 The compensation for Contractor's performance of the Services shall not exceed the
amount of One Hundred Sixteen Thousand, Six Hundred Twenty Eight Dollars
($116,628.60) for oil and lubricants. City shall pay Contractor on a time and materials
basis up to the not to exceed amount based upon the unit prices shown in Exhibit "A",
entitled Scope of Services.
5.2 Contractor shall submit monthly invoices to City describing the Services performed
during the preceding month. Contractor's invoices shall include a brief description of the
Services performed, the dates the Services were performed, the number of hours spent
and by whom, and a description of reimbursable expenses related to the project. City
shall pay Contractor no later than thirty (30) days after receipt and approval by City of
Contractor's invoice.
5.3 Any notice or other communication required, or which may be given, pursuant to this
Agreement, shall be in writing. Any such notice shall be deemed delivered (i) on the date
of delivery in person; (ii) five (5) days after deposit in first class registered mail, with
return receipt requested; (iii) on the actual delivery date if deposited with an overnight
courier; or (iv) on the date sent by facsimile, if confirmed with a copy sent
contemporaneously by first class, certified, registered or express mail; in each case
properly posted and fully prepaid to the appropriate address set forth below, or such other
address as a Party may provide notice in accordance with this section:
City Contractor
Chris Boatman Thomas Van De Pol
Quality of Life Director Treasurer
City of Redlands Van De Pol Petroleum
35 Cajon Street, Suite 200 4895 South Airport Way
P.O. Box 3005 (mailing) PO Box 1107 (mailing)
Redlands, CA 92373 Stockton, CA 95201-1107
ARTICLE 6—INSURANCE AND INDEMNIFICATION
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6.I Insurance required by this Agreement shall be maintained by Contractor for the duration
of its perfonnance 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 cormrmencement of the Services. Insurance policies shall include a provision
prohibiting cancellation or modification of the policy except upon thirty (30) days prior
written notice to City.
6.2 Workers' Compensation and Employer's Liability insurance in the amount that meets
statutory requirements with an insurance carrier acceptable to City, or certification to
City that Consultant is self-insured or exempt from the workers' compensation laws of
the State of California. Consultant shall provide City with Exhibit "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 named as an additional
insured and such insurance shall be primary and non-contributing to any insurance or self
insurance maintained by City.
6.5 Consultant shall defend, indemnify and hold harmless City and its elected officials,
employees and agents from and against any and all claims, losses or liability, including
attorneys' fees, arising from injury or death to persons or damage to property occasioned
by any negligent act or omission by, or the willful misconduct of, Consultant, or its
officers, employees and agents in performing the Services.
ARTICLE 7—CONFLICTS OF INTEREST
7.1 Contractor covenants and represents that it does not have any investment or interest in
any real property that may be the subject of this Agreement or any other source of
income, interest in real property or investment that would be affected in any manner or
degree by the performance of Contractor's Services. Contractor further covenants and
represents that in the performance of its duties hereunder, no person having any such
interest shall perform any Services under this Agreement.
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7.2 Contractor agrees it is not a designated employee within the meaning of the Political
Reform Act because Contractor:
A. Does not make a governmental decision whether to:
(i) approve a rate, rule or regulation, or adopt or enforce a City law;
(ii) issue, deny, suspend or revoke any City permit, license, application,
certification, approval, order or similar authorization or entitlement;
(iii) authorize the City to enter into, modify or renew a contract;
(iv) grant City approval to a contract that requires City approval and to which
City is a party, or to the specifications for such a contract;
(v) grant City approval to a plan, design, report, study or similar item;
(vi) adopt or grant City approval of, policies, standards or guidelines for City
or for any subdivision thereof.
B. Does not serve in a staff capacity with City and, in that capacity, participate in
making a governmental decision or otherwise perform the same or substantially the
same duties for City that would otherwise be performed by an individual holding a
position specified in City's Conflict of Interest Code under Govenunent 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,
Statement of Economic Interests, with the City Clerk's office pursuant to the written
instructions provided by the City Clerk.
ARTICLE 8 —GENERAL CONSIDERATIONS
8.1 In the event any action is commenced to enforce or interpret any of the terms or
conditions of this Agreement the prevailing Party shall, in addition to any costs and other
relief, be entitled to the recovery of its reasonable attorneys' fees, including fees for the
use of in-house counsel by a Party.
8.2 Contractor shall not assign any of the Services, except with the prior written approval of
City and in strict compliance with the terms and conditions of this Agreement.
8.3 Records, drawings, designs, cost estimates, electronic data files, databases and any other
documents developed by Contractor in connection with its performance of the Services,
and any copyright interest in such documents, shall become the property of City and shall
be delivered to City upon completion of the Services, or upon the request of City. Any
reuse of such documents, and any use of incomplete documents, shall be at City's sole
risk.
8.4 Contractor is for all purposes under this Agreement an independent contractor and shall
perform the Services as an independent contractor. Neither City nor of its agents shall
have control over the conduct of Contractor or Contractor's employees, except as herein
set forth. Contractor shall supply all necessary tools and instrumentalities required to
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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.
8.5 Unless earlier terminated as provided for below, this Agreement shall tenninate upon
completion and acceptance of the Services by City; provided, however, this Agreement
may be terminated by City, in its sole discretion, by providing not less than ten (10) days
prior written notice to Contractor of City's intent to terminate. If this Agreement is
tenninated by City, an adjustment to Contractor's compensation shall be made, but (1) no
amount shall be allowed for anticipated profit or unperfonned 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 forn, where applicable) of
project related data, drawings, specifications, reports, summaries and such other
information and materials as may have been accumulated by Contractor in perfonning the
Services. Contractor shall be compensated on a pro-rata basis for Services completed up
to the date of tennination.
8.6 Contractor shall maintain books, ledgers, invoices, accounts and other records and
documents evidencing costs and expenses related to the Services for a period of three (3)
years, or for any longer period required by law, from the date of final payment to
Contractor pursuant to this Agreement. Such books shall be available at reasonable times
for examination by City at the office of Contractor.
8.7 This Agreement, including the Exhibits incorporated herein by reference, represents the
entire agreement and understanding between the Parties as to the matters contained
herein, and any prior negotiations, written proposals or verbal agreements relating to such
matters are superseded by this Agreement. Except as otherwise provided for herein, any
amendment to this Agreement shall be in writing, approved by'City and signed by City
and Contractor.
8.8 This Agreement shall be governed by and construed in accordance with the laws of the
State of California.
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IN WITNESS WHEREOF,, duiy author-ized representatives of City and Contractor- have signed.
in confirmation ofthis greerlent,
CI'ry CSP P EDLANDS VAN DE POO PETROLEUM
Pain_ ast r, Mayor Thomas Van Oe Pua, "I`reasur•ei-
ATTEST:
Sam Irvvi —,-,�ity 6erk
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EXHIBIT "A"
Scope of Services
ESCALATION AND DE-ESCALATION OF BID PRICE
During the life of a contract awarded pursuant to this Request for Bid, including 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 DRECREASE 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 price.
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 (60) calendar
days from date of contract award, including thirty (30) calendar days' advanced written
notice and written approval by authorized City staff.
ENVIRONMENTAL AND SAFETY AND HEALTH STANDARDS COMPLIANCE
The Bidder shall comply with applicable environmental statutes, regulations &
guidelines in performing the work required under this agreement. Bidder shall also
comply with applicable Occupational Safety and health standards, regulations and
guidelines in performing the work required under this agreement.
OIL & LUBRICANT ORDERING PROCESS TURN AROUND TIME
Qualifying bidders must agree to, and have the capabilities for a one (1) business day
maximum turnaround time for product delivery.
Selected bidder will have a qualified representative meet with the Equipment
Maintenance Fleet Supervisor monthly and review current oil and lubricant levels; assist
in reorder as necessary.
Bidder must bid on all items; no substitutions or equivalent product(s). Award will be
made to the lowest, responsive and responsible bidder. Prices shall include all costs for
the products described. All overhead costs, including, 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.
There will be no guaranteed minimum monthly commitment. All lubricant products
quantities stated below are estimates only, and are not guaranteed. Bid unit price on
the estimated quantity and unit of measure specified. The City may order more or less
than the estimated quantity indicated on bid price sheet.
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EXHIBIT "B"
WORKERS' COMPENSATION IXSURANCE 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 ftorn 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
ernployers, 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
0111
I am aware of the provisions of Section 370�O 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 §186 1).
-1 affirm that at all times, in perfbrming 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 f 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.
Van De Poi Petroleum Date: A.,
B y:
Thomas Van 0'e Pol, Treasurer