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HomeMy WebLinkAboutContracts & Agreements_149-2016 AGREEMENT TO PERFORM NON-PROFESSIONAL SERVICES This agreement for the provision of vehicle maintenance and repair services ("Agreement") is made and entered in this 19t1' day of July, 2016 ("Effective Date"), by and between the City of Redlands, a municipal corporation ("City)" and Daniel's Tire Service , Inc., ("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 I —ENGAGEMENT OF CONTRACTOR 1.1 City hereby engages Contractor to supply tires and associated 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 provide tires and associated services according to the Price and Fee bid as 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 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. 1:kaWjmlAgreementslDaniels Tire service-Agreement 7.19.1 b.doe I 4.2 Tile 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 Term of this Agreement by two (2) one-year additional terms (an "Extended Term"), ori 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. ARTICLE 5 —PAYMENTS TO CONTRACTOR 5.1 The annual compensation for Contractor's performance of the Services shall not exceed the amount of One Hundred Twenty Five Thousand Dollars ($1.25,000) and total compensation shall not exceed the amount of three hundred and seventy five thousand dollars ($375,000)throughout the term of this Agreement. 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." 5.2 Contractor shall submit 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, 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 Quality of Life Director Robert Wood Quality of Life Department Daniel's Tire Service, Inc City of Redlands 1410 Citrus Street 35 Cajon Street, Suite 222 Riverside, CA 92507 P.O. Box 3005 (hailing) Redlands, CA 92373 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 l;lcaldjmlAgreementslna€tiers Tire service-Agreement 7.19.1 G.doc 2 prohibiting cancellation or modification of the policy except upon thirty (30) days prior written notice to City. 6.2 Contractor shall secure and maintain Workers' Compensation and Employer's Liability insurance in accordance with the laws 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 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, omission or failure to act by Contractor, 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 ally 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; l;lcaldjmlAgreements\Daniels"fire service-Agreement 7.19.16.doe 3 (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 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 Clerics' 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 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 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. 1:Ira\djmlAgreementsNDaniels'rire service-Agreement 7.19.1 G.doc 4 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 aqjustmcnt to Contractor's compensation shall be made, but (I) 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. Contractor shall be compensated on a pro-rata basis for Service-, completed Lip to the date of termination. 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 o 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, 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 the City and Conti-actor have signed in confirmation of this Agreement. CITY OF REDLANDS DANIEL'S TIRE SERVICE, INC. By: By: 11'x617 W. Foster, Mayor Wood, Vice President of Sales Attest: Sam Irwq, City Clerk Tiie service-Agreement 7.19.V6 doe 5 EXHIBIT "A" Scope of Services • Contractor shall provide the parts listed below to City when requested by City staff. • Contractor shall be paid the costs designated below as compensation for the provision of Contractor's Services. • Contractor shall be paid the cost designated below as compensation for its provision of hourly labor. Contractor shall submit in writing documentation of any expenses incurred for labor and/or services • Contractor must be responsive to the requests of staff and return voicemails/emails or other requests for services in a timely manner. I:1ca1djm\Agrecments\Daniels Tire service-Agreement 7.14.1 G.doe 6 PART� PRICE AND f EE BID RFS#QO L0627 201 GJS FLEETTib.ESUPPLY Responding to invitation to Request for Bid MOLOS- 2720110 Meet Tire Supply, Me and ers. igned bidder agrees to furnish and deliver to the Cid of Redlands the Annual tires per the spedrallons. Ike have stated hereon the p&e(s) at whith we will furnish and deliver the spedried itern(s) and iMll act pt as full payment therefore the amount shown below. Bid Price A.-Safety(Police Dept)Tires Tire Size Quantity Unit Price Total Price Al. Firestone Flrehawk GT Pursuit 245/55818 300 Are hawk G-T Pursuit P2351551117 300 1 QV� 91d Kh T -D ............. ept. Bid FrIce 3.-Safety(Flre D Tires ............ .... .......... .................... Denrlp!in Tire Site- ... ......................... Quantity Un-t Pfke Total Ke B1, Whelin St@er Ow) 385 '36 R.22,5 100 V T3 Michelin XDN2 Drive 12 R 22.5 40 'a Bid Pcic 81TOTAL. 91d PrIte C, 50H Waste DOp t,' I ra De5aiption Tire Size Quantity Unit Price Total Price C1 Steer Tira(new) 5 3 10 ri C2, Drive Tire(recti 315/8011122.5 720 staig(Jew) 11,822,5 300 .................. 111 dg� 11R_215 720 ( ol .7 Did Price C.TOTAL PART PRICE AND FEE BID RFS WOL0,5272016A FLEET TIRE SUPPLY Tire Sizequantit rite Te i Pei D 1, LT235/95RIE. 100 no D , 117 1 �` —__ _. . u P22515OH17 20 Bid Prica D.TOTAL Whim& condition arta CleanlPowder coat rims(city own.e4) D cd Quantity, Q5 -------- Unit Price T. tal Price E1, �.e-umd1tion 72.5 x rim 700 e 2 , Clavi&Powdermat 1 7PO f Bid Price .T Lr . RAN D.70r F O.,M HIO PRICE A THROOG IJ . 7 � r Bidder Raw Company ern : bAf)I . T VuA IV- [:IcaldjmlAgreements\Daniels Tire service-Agreement 7 EXHIBIT "B" WORKERS' COMPENSATION INSURANCE CERTIFICATION TO PERFORM VEHICLE MAINTENANCE AND REPAIR SERVICES 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 ,V 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 elfinsurance 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. Daniel's Tire Service, Inc. By: July 19, 2016 Obert Wood, Vice President of Sales [:1caldjmlAgreemcnts\Danic[s Tire service-Agrecrtim 7.19,l6.doc 9