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HomeMy WebLinkAboutA9265 - SOUTHERN CALIFORNIA FLEET SERVICES, INC. CONTRACT ABSTRACT 2 Originals: Agreement; 1 Original: Performance & Payment Bond and Insurance Contract Company Name: Company Contact: Summary of Services: Contract Price: Funding Source: Contract Term: Southern California Fleet Services, Inc. Tom Franchina, tfranchina@socalfleet.com Fire Apparatus and Heavy Equipment Maintenance and Repair Services $900,000 Facilities: 5106560-50105 November 15, 2022 through November 14, 2025 Contract Administration Lead Department: Contract Administrator: Facilities Maintenance Daniel Martinez Contract Approvals Council Approval: Resolution Number: Agreement Number: 11/10/2022 1D A9265 Contract Compliance Exhibits: Signatures: Insurance: Bonds: Yes Yes Yes N/A Contract Prepared By: Procurement and Contracting Submitted on: October 26, 2022 By: Brian Sotak-Rossman DocuSign Envelope ID: 0A4D84B2-AA80-4F36-94A5-449B29B0EF2F Revised 2.9.22 Page 1 of 24 CONTRACT SERVICES AGREEMENT A9265 FIRE APPARATUS AND HEAVY EQUIPMENT MAINTENANCE AND REPAIR SERVICES THIS AGREEMENT FOR CONTRACT SERVICES (“Agreement”) is made and entered into on November 15, 2022, by and between the City of Palm Springs, a California charter city and municipal corporation (“City”), and SOUTHERN CALIFORNIA FLEET SERVICES, INC., a California corporation, (“Contractor”). City and Contractor are individually referred to as “Party” and are collectively referred to as the “Parties”. RECITALS A. City requires the services of a licensed and qualified firm to provide fire apparatus and heavy equipment maintenance and repair services on an as-needed basis, (“Project”). B. Contractor has submitted to City a proposal to provide fire apparatus and heavy equipment maintenance and repair services, to City under the terms of this Agreement. C. Based on its experience, education, training, and reputation, Contractor is qualified and desires to provide the necessary services to City for the Project. D. City desires to retain the services of Contractor for the Project. NOW, THEREFORE, in consideration of the promises and mutual obligations, covenants, and conditions contained herein, and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows: AGREEMENT 1. CONTRACTOR SERVICES 1.1 Scope of Services. In compliance with all terms and conditions of this Agreement, Contractor shall provide services to City as described in the Scope of Services/Work attached to this Agreement as Exhibit “A” and incorporated herein by reference (the “Services” or “Work”). Exhibit "A" includes the agreed upon schedule of performance and the schedule of fees. Contractor warrants that the Services shall be performed in a competent, professional, and satisfactory manner consistent with the level of care and skill ordinarily exercised by high quality, experienced, and well qualified members of the profession currently practicing under similar conditions. In the event of any inconsistency between the terms contained in the Scope of Services/Work and the terms set forth in this Agreement, the terms set forth in this Agreement shall govern. 1.2 Compliance with Law. Contractor shall comply with all applicable federal, state, and local laws, statutes and ordinances and all lawful orders, rules, and regulations when performing the Services. Contractor shall be liable for all violations of such laws and regulations in connection with the Services and this Agreement. DocuSign Envelope ID: 0A4D84B2-AA80-4F36-94A5-449B29B0EF2F Revised 2.9.22 Page 2 of 24 1.3 Licenses and Permits. Contractor shall obtain at its sole cost and expense such licenses, permits, and approvals as may be required by law for the performance of the Services required by this Agreement. 1.4 Familiarity with Work. By executing this Agreement, Contractor warrants that it has carefully considered how the Work should be performed and fully understands the facilities, difficulties, and restrictions attending performance of the Work under this Agreement. 2. TIME FOR COMPLETION The time for completion of the Services to be performed by Contractor is an essential condition of this Agreement. Contractor shall prosecute regularly and diligently the work of this Agreement according to the agreed upon schedule of performance set forth in Exhibit “A.” Neither Party shall be accountable for delays in performance caused by any condition beyond the reasonable control and without the fault or negligence of the non-performing Party. Delays shall not entitle Contractor to any additional compensation regardless of the Party responsible for the delay. 3. COMPENSATION OF CONTRACTOR 3.1 Compensation of Contractor. Contractor shall be compensated and reimbursed for the services rendered under this Agreement in accordance with the schedule of fees set forth in Exhibit “A”. The total amount of Compensation shall not exceed $900,000.00. 3.2 Method of Payment. In any month in which Contractor wishes to receive payment, Contractor shall submit to City an invoice for Services rendered prior to the date of the invoice, no later than the first working day of such month, in the form approved by City’s finance director. Payments shall be based on the hourly rates set forth in Exhibit “A” for authorized services performed. City shall pay Contractor for all expenses stated in the invoice that are approved by City and consistent with this Agreement, within thirty (30) days of receipt of Contractor’s invoice. 3.3 Changes. In the event any change or changes in the Services is requested by City, Parties shall execute a written amendment to this Agreement, specifying all proposed amendments, including, but not limited to, any additional fees. An amendment may be entered into: A. To provide for revisions or modifications to documents, work product, or Work, when required by the enactment or revision of any subsequent law; or B. To provide for additional services not included in this Agreement or not customarily furnished in accordance with generally accepted practice in Contractor’s profession. 3.4 Appropriations. This Agreement is subject to, and contingent upon, funds being appropriated by the City Council of City for each fiscal year. If such appropriations are not made, this Agreement shall automatically terminate without penalty to City. DocuSign Envelope ID: 0A4D84B2-AA80-4F36-94A5-449B29B0EF2F Revised 2.9.22 Page 3 of 24 4. PERFORMANCE SCHEDULE 4.1 Time of Essence. Time is of the essence in the performance of this Agreement. 4.2 Schedule of Performance. All Services rendered under this Agreement shall be performed under the agreed upon schedule of performance set forth in Exhibit “A.” Any time period extension must be approved in writing by the Contract Officer. 4.3 Force Majeure. The time for performance of Services to be rendered under this Agreement may be extended because of any delays due to a Force Majeure Event if Contractor notifies the Contract Officer within ten (10) days of the commencement of the Force Majeure Event. A Force Majeure Event shall mean an event that materially affects the Contractor’s performance and is one or more of the following: (1) Acts of God or other natural disasters occurring at the project site; (2) terrorism or other acts of a public enemy; (3) orders of governmental authorities (including, without limitation, unreasonable and unforeseeable delay in the issuance of permits or approvals by governmental authorities that are required for the Work); and (4) pandemics, epidemics or quarantine restrictions. For purposes of this section, “orders of governmental authorities,” includes ordinances, emergency proclamations and orders, rules to protect the public health, welfare and safety, and other actions of the City in its capacity as a municipal authority. After Contractor notification, the Contract Officer shall investigate the facts and the extent of any necessary delay and extend the time for performing the Services for the period of the enforced delay when and if, in the Contract Officer’s judgment, such delay is justified. The Contract Officer’s determination shall be final and conclusive upon the Parties to this Agreement. The Contractor will not receive an adjustment to the contract price or any other compensation. Notwithstanding the foregoing, the City may still terminate this Agreement in accordance with the termination provisions of this Agreement. 4.4 Term. Unless earlier terminated in accordance with Section 4.5 of this Agreement, this Agreement shall continue in full force and effect for a period of three years, commencing on November 15, 2022, and ending on November 14, 2025, unless extended by mutual written agreement of the Parties. 4.5 Termination Prior to Expiration of Term. City may terminate this Agreement at any time, with or without cause, upon thirty (30) days written notice to Contractor. Where termination is due to the fault of Contractor and constitutes an immediate danger to health, safety, and general welfare, the period of notice shall be such shorter time as may be determined by the City. Upon receipt of the notice of termination, Contractor shall immediately cease all Services except such as may be specifically approved by the Contract Officer. Contractor shall be entitled to compensation for all Services rendered prior to receipt of the notice of termination and for any Services authorized by the Contract Officer after such notice. City shall not be liable for any costs other than the charges or portions thereof which are specified herein. Contractor shall not be entitled to payment for unperformed Services and shall not be entitled to damages or compensation for termination of Work. If the termination is for cause, the City shall have the right to take whatever steps it deems necessary to correct Contractor's deficiencies and charge the cost thereof to Contractor, who shall be liable for the full cost of the City's corrective action. Contractor may not terminate this Agreement except for cause, upon thirty (30) days written notice to City. DocuSign Envelope ID: 0A4D84B2-AA80-4F36-94A5-449B29B0EF2F Revised 2.9.22 Page 4 of 24 5. COORDINATION OF WORK 5.1 Representative of Contractor. The following principal of Contractor is designated as being the principal and representative of Contractor authorized to act and make all decisions in its behalf with respect to the specified Services: Tom Franchina (name), President (title). It is expressly understood that the experience, knowledge, education, capability, and reputation of the foregoing principal is a substantial inducement for City to enter into this Agreement. Therefore, the foregoing principal shall be responsible during the term of this Agreement for directing all activities of Contractor and devoting sufficient time to personally supervise the Services under this Agreement. The foregoing principal may not be changed by Contractor without prior written approval of the Contract Officer. 5.2 Contract Officer. The Contract Officer shall be the City Manager or his/her designee ("Contract Officer"). Contractor shall be responsible for keeping the Contract Officer fully informed of the progress of the performance of the Services. Contractor shall refer any decisions that must be made by City to the Contract Officer. Unless otherwise specified, any approval of City shall mean the approval of the Contract Officer. 5.3 Prohibition Against Subcontracting or Assignment. The experience, knowledge, education, capability, and reputation of Contractor, its principals and employees, were a substantial inducement for City to enter into this Agreement. Contractor shall not contract with any other individual or entity to perform any Services required under this Agreement without the City's express written approval. In addition, neither this Agreement nor any interest may be assigned or transferred, voluntarily or by operation of law, without the prior written approval of City. Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement including without limitation the insurance and indemnification requirements. If Contractor is permitted to subcontract any part of this Agreement by City, Contractor shall be responsible to City for the acts and omissions of its subcontractor(s) in the same manner as it is for persons directly employed. Nothing contained in this Agreement shall create any contractual relationships between any subcontractor and City. 5.4 Independent Contractor. Neither City nor any of its employees shall have any control over the manner, mode, or means by which Contractor, its agents or employees, perform the Services required, except as otherwise specified. Contractor shall perform all required Services as an independent contractor of City and shall not be an employee of City and shall remain at all times as to City a wholly independent contractor with only such obligations as are consistent with that role; however, City shall have the right to review Contractor’s work product, result, and advice. Contractor shall not at any time or in any manner represent that it or any of its agents or employees are agents or employees of City. Contractor shall pay all wages, salaries, and other amounts due personnel in connection with their performance under this Agreement and as required by law. Contractor shall be responsible for all reports and obligations respecting such personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, and workers’ compensation insurance. Contractor shall not have any authority to bind City in any manner. 5.5 Personnel. Contractor agrees to assign the following individuals to perform the services in this Agreement. Contractor shall not alter the assignment of the following personnel DocuSign Envelope ID: 0A4D84B2-AA80-4F36-94A5-449B29B0EF2F Revised 2.9.22 Page 5 of 24 without the prior written approval of the Contract Officer. Acting through the City Manager, the City shall have the unrestricted right to order the removal of any personnel assigned by Contractor by providing written notice to Contractor. Name: Title: Tom Franchina President 5.6 California Labor Code Requirements. A. Contractor is aware of the requirements of California Labor Code Sections 1720 et seq. and 1770 et seq., which require the payment of prevailing wage rates and the performance of other requirements on certain “public works” and “maintenance” projects (“Prevailing Wage Laws”). If the Services are being performed as part of an applicable “public works” or “maintenance” project, as defined by the Prevailing Wage Laws, and if the total compensation is $15,000 or more for maintenance or $25,000 or more for construction, alteration, demolition, installation, or repair, Contractor agrees to fully comply with such Prevailing Wage Laws. Contractor shall defend, indemnify and hold the City, its officials, officers, employees and agents free and harmless from any claims, liabilities, costs, penalties or interest arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. It shall be mandatory upon the Contractor and all subcontractors to comply with all California Labor Code provisions, which include but are not limited to prevailing wages (Labor Code Sections 1771, 1774 and 1775), employment of apprentices (Labor Code Section 1777.5), certified payroll records (Labor Code Sections 1771.4 and 1776), hours of labor (Labor Code Sections 1813 and 1815) and debarment of contractors and subcontractors (Labor Code Section 1777.1). B. If the Services are being performed as part of an applicable “public works” or “maintenance” project and if the total compensation is $15,000 or more for maintenance or $25,000 or more for construction, alteration, demolition, installation, or repair, then pursuant to Labor Code Sections 1725.5 and 1771.1, the Contractor and all subcontractors performing such Services must be registered with the Department of Industrial Relations. Contractor shall maintain registration for the duration of the Project and require the same of any subcontractors, as applicable. This Agreement may also be subject to compliance monitoring and enforcement by the Department of Industrial Relations. It shall be Contractor’s sole responsibility to comply with all applicable registration and labor compliance requirements. 6. INSURANCE Contractor shall procure and maintain, at its sole cost and expense, policies of insurance as set forth in the attached Exhibit "B", incorporated herein by reference. 7. INDEMNIFICATION. 7.1 Indemnification. To the fullest extent permitted by law, Contractor shall defend (at Contractor’s sole cost and expense), indemnify, protect, and hold harmless City, its elected officials, officers, employees, agents, and volunteers (collectively the “Indemnified Parties”), from and against any and all liabilities, actions, suits, claims, demands, losses, costs, DocuSign Envelope ID: 0A4D84B2-AA80-4F36-94A5-449B29B0EF2F Revised 2.9.22 Page 6 of 24 judgments, arbitration awards, settlements, damages, demands, orders, penalties, and expenses including legal costs and attorney fees (collectively “Claims”), including but not limited to Claims arising from injuries to or death of persons (Contractor’s employees included), for damage to property, including property owned by City, for any violation of any federal, state, or local law or ordinance or in any manner arising out of, pertaining to, or incident to any acts, errors or omissions, or willful misconduct committed by Contractor, its officers, employees, representatives, and agents, that arise out of or relate to Contractor’s performance of Services or this Agreement. This indemnification clause excludes Claims arising from the sole negligence or willful misconduct of the Indemnified Parties. Under no circumstances shall the insurance requirements and limits set forth in this Agreement be construed to limit Contractor’s indemnification obligation or other liability under this Agreement. Contractor’s indemnification obligation shall survive the expiration or earlier termination of this Agreement until all actions against the Indemnified Parties for such matters indemnified are fully and finally barred by the applicable statute of limitations or, if an action is timely filed, until such action is final. 7.2 Design Professional Services Indemnification and Reimbursement. If Contractor’s obligation to defend, indemnify, and/or hold harmless arises out of Contractor’s performance as a “design professional” (as that term is defined under Civil Code section 2782.8), then, and only to the extent required by Civil Code section 2782.8, which is fully incorporated herein, Contractor’s indemnification obligation shall be limited to the extent which the Claims arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Contractor in the performance of the Services or this Agreement, and, upon Contractor obtaining a final adjudication by a court of competent jurisdiction, Contractor’s liability for such claim, including the cost to defend, shall not exceed the Contractor’s proportionate percentage of fault. 8. RECORDS AND REPORTS 8.1 Reports. Contractor shall periodically prepare and submit to the Contract Officer reports concerning the performance of the Services required by this Agreement, or as the Contract Officer shall require. 8.2 Records. Contractor shall keep complete, accurate, and detailed accounts of all time, costs, expenses, and expenditures pertaining in any way to this Agreement. Contractor shall keep such books and records as shall be necessary to properly perform the Services required by this Agreement and enable the Contract Officer to evaluate the performance of such Services. The Contract Officer shall have full and free access to such books and records at all reasonable times, including the right to inspect, copy, audit, and make records and transcripts from such records. 8.3 Ownership of Documents. All drawings, specifications, reports, records, documents, and other materials prepared by Contractor in the performance of this Agreement shall be the property of City. Contractor shall deliver all above-referenced documents to City upon request of the Contract Officer or upon the termination of this Agreement. Contractor shall have no claim for further employment or additional compensation as a result of the exercise by City of its full rights or ownership of the documents and materials. Contractor may retain copies of such documents for Contractor's own use. Contractor shall have an unrestricted right to use the concepts embodied in such documents. DocuSign Envelope ID: 0A4D84B2-AA80-4F36-94A5-449B29B0EF2F Revised 2.9.22 Page 7 of 24 8.4 Release of Documents. All drawings, specifications, reports, records, documents, and other materials prepared by Contractor in the performance of Services under this Agreement shall not be released publicly without the prior written approval of the Contract Officer. 8.5 Audit and Inspection of Records. After receipt of reasonable notice and during the regular business hours of City, Contractor shall provide City, or other agents of City, such access to Contractor’s books, records, payroll documents, and facilities as City deems necessary to examine, copy, audit, and inspect all accounting books, records, work data, documents, and activities directly related to Contractor’s performance under this Agreement. Contractor shall maintain such books, records, data, and documents in accordance with generally accepted accounting principles and shall clearly identify and make such items readily accessible to such parties during the term of this Agreement and for a period of three (3) years from the date of final payment by City hereunder. 9. ENFORCEMENT OF AGREEMENT 9.1 California Law. This Agreement shall be construed and interpreted both as to validity and to performance of the parties in accordance with the laws of the State of California. Legal actions concerning any dispute, claim, or matter arising out of or in relation to this Agreement shall be instituted in the Superior Court of the County of Riverside, State of California, or any other appropriate court in such county, and Contractor covenants and agrees to submit to the personal jurisdiction of such court in the event of such action. 9.2 Interpretation. This Agreement shall be construed as a whole according to its fair language and common meaning to achieve the objectives and purposes of the Parties. The terms of this Agreement are contractual and the result of negotiation between the Parties. Accordingly, any rule of construction of contracts (including, without limitation, California Civil Code Section 1654) that ambiguities are to be construed against the drafting party, shall not be employed in the interpretation of this Agreement. The caption headings of the various sections and paragraphs of this Agreement are for convenience and identification purposes only and shall not be deemed to limit, expand, or define the contents of the respective sections or paragraphs. 9.3 Waiver. No delay or omission in the exercise of any right or remedy of a non- defaulting Party on any default shall impair such right or remedy or be construed as a waiver. No consent or approval of City shall be deemed to waive or render unnecessary City’s consent to or approval of any subsequent act of Contractor. Any waiver by either Party of any default must be in writing. No such waiver shall be a waiver of any other default concerning the same or any other provision of this Agreement. 9.4 Rights and Remedies are Cumulative. Except with respect to rights and remedies expressly declared to be exclusive in this Agreement, the rights and remedies of the parties are cumulative. The exercise by either Party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other Party. DocuSign Envelope ID: 0A4D84B2-AA80-4F36-94A5-449B29B0EF2F Revised 2.9.22 Page 8 of 24 9.5 Legal Action. In addition to any other rights or remedies, either Party may take legal action, in law or in equity, to cure, correct, or remedy any default, to recover damages for any default, to compel specific performance of this Agreement, to obtain injunctive relief, a declaratory judgment, or any other remedy consistent with the purposes of this Agreement. 9.6 Attorney Fees. In the event any dispute between the Parties with respect to this Agreement results in litigation or any non-judicial proceeding, the prevailing Party shall be entitled, in addition to such other relief as may be granted, to recover from the non-prevailing Party all reasonable costs and expenses. These include but are not limited to reasonable attorney fees, expert contractor fees, court costs and all fees, costs, and expenses incurred in any appeal or in collection of any judgment entered in such proceeding. 10. CITY OFFICERS AND EMPLOYEES: NON-DISCRIMINATION 10.1 Non-Liability of City Officers and Employees. No officer or employee of City shall be personally liable to the Contractor, or any successor-in-interest, in the event of any default or breach by City or for any amount which may become due to the Contractor or its successor, or for breach of any obligation of the terms of this Agreement. 10.2 Conflict of Interest. Contractor acknowledges that no officer or employee of the City has or shall have any direct or indirect financial interest in this Agreement, nor shall Contractor enter into any agreement of any kind with any such officer or employee during the term of this Agreement and for one (1) year thereafter. Contractor warrants that Contractor has not paid or given, and will not pay or give, any third party any money or other consideration in exchange for obtaining this Agreement. 10.3 Covenant Against Discrimination. In connection with its performance under this Agreement, Contractor shall not discriminate against any employee or applicant for employment because of actual or perceived race, religion, color, sex, age, marital status, ancestry, national origin (i.e., place of origin, immigration status, cultural or linguistic characteristics, or ethnicity), sexual orientation, gender identity, gender expression, physical or mental disability, or medical condition (each a “prohibited basis”). Contractor shall ensure that applicants are employed, and that employees are treated during their employment, without regard to any prohibited basis. As a condition precedent to City’s lawful capacity to enter this Agreement, and in executing this Agreement, Contractor certifies that its actions and omissions hereunder shall not incorporate any discrimination arising from or related to any prohibited basis in any Contractor activity, including but not limited to the following: employment, upgrading, demotion or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship; and further, that Contractor is in full compliance with the provisions of Palm Springs Municipal Code Section 7.09.040, including without limitation the provision of benefits, relating to non- discrimination in city contracting. 11. MISCELLANEOUS PROVISIONS 11.1 Notice. Any notice, demand, request, consent, approval, or communication that either Party desires, or is required to give to the other Party or any other person shall be in DocuSign Envelope ID: 0A4D84B2-AA80-4F36-94A5-449B29B0EF2F Revised 2.9.22 Page 9 of 24 writing and either served personally or sent by pre-paid, first-class mail to the address set forth below. Notice shall be deemed communicated seventy-two (72) hours from the time of mailing if mailed as provided in this Section. Either Party may change its address by notifying the other Party of the change of address in writing. To City: City of Palm Springs Attention: City Manager/ City Clerk 3200 E. Tahquitz Canyon Way Palm Springs, California 92262 To Contractor: Southern California Fleet Services, Inc. Attention: Tom Franchina 509 Bateman Cir. Corona, CA 92878 11.2 Integrated Agreement. This Agreement constitutes the entire understanding between the Parties and supersedes and cancels all prior negotiations, arrangements, agreements, representations, and understandings, if any, made by or among the Parties with respect to the subject matter in this Agreement. 11.3 Amendment. No amendments or other modifications of this Agreement shall be binding unless through written agreement signed by all Parties. 11.4 Severability. Whenever possible, each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable law. In the event that any one or more of the phrases, sentences, clauses, paragraphs, or sections contained in this Agreement shall be declared invalid or unenforceable by valid judgment or decree of a court of competent jurisdiction, such invalidity or unenforceability shall not affect any of the remaining phrases, sentences, clauses, paragraphs, or sections of this Agreement, which shall be interpreted to carry out the intent of the Parties. 11.5 Successors in Interest. This Agreement shall be binding upon and inure to the benefit of the Parties’ successors and assignees. 11.6 Third Party Beneficiary. Except as may be expressly provided for in this Agreement, nothing contained in this Agreement is intended to confer, nor shall this Agreement be construed as conferring, any rights, including, without limitation, any rights as a third-party beneficiary or otherwise, upon any entity or person not a party to this Agreement. 11.7 Recitals. The above-referenced Recitals are hereby incorporated into the Agreement as though fully set forth in this Agreement and each Party acknowledges and agrees that such Party is bound, for purposes of this Agreement, by the same. 11.8 Authority. The persons executing this Agreement on behalf of the Parties warrant that they are duly authorized to execute this Agreement on behalf of Parties and that by so executing this Agreement the Parties are formally bound to the provisions of this Agreement. DocuSign Envelope ID: 0A4D84B2-AA80-4F36-94A5-449B29B0EF2F Revised 2.9.22 Page 10 of 24 11.9 Counterparts. This Agreement may be signed in counterparts, each of which shall constitute an original. [SIGNATURES ON NEXT PAGE] DocuSign Envelope ID: 0A4D84B2-AA80-4F36-94A5-449B29B0EF2F Revised 2.9.22 Page 11 of 24 SIGNATURE PAGE TO AGREEMENT BY AND BETWEEN THE CITY OF PALM SPRINGS AND SOUTHERN CALIFORNIA FLEET SERVICES, INC. IN WITNESS WHEREOF, the Parties have executed this Agreement as of the dates stated below. CONTRACTOR: By: _______________________________________ By: _________________________________________ Signature Signature (2nd signature required for Corporations) Date: Date: CITY OF PALM SPRINGS: APPROVED BY CITY COUNCIL: Date: 11/10/2022 Item No. 1D APPROVED AS TO FORM: ATTEST: By: ___________________________ By: _______________________________ City Attorney City Clerk APPROVED: By: _______________________________ Date: City Manager – over $50,000 Deputy/Assistant City Manager – up to $50,000 Director – up to $25,000 Manager – up to $5,000 DocuSign Envelope ID: 0A4D84B2-AA80-4F36-94A5-449B29B0EF2F 11/15/2022 11/15/2022 11/21/2022 Revised 2.9.22 Page 12 of 24 EXHIBIT “A” CONTRACTOR’S SCOPE OF SERVICES/WORK Including, Schedule of Fees And Schedule of Performance DocuSign Envelope ID: 0A4D84B2-AA80-4F36-94A5-449B29B0EF2F Revised 2.9.22 Page 13 of 24 1.1 Scope of Work: A. Contractor shall furnish all necessary supervision, labor, tools, parts, equipment, and location required to perform inspections, maintenance, repairs, and testing services (Work) on as as-needed basis for all City of Palm Springs Fire Department Fleet. B. All services performed by the Contractor shall meet the current National Fire Protection Association Standard (NFPA) 1911, Standard for the Inspection, Maintenance, Testing, and Retirement of In-Service Automotive Fire Apparatus, current edition. In addition, all services provided by the Contractor shall be consistent with industry best practices, meet all applicable federal, state, and local standards and follow all manufacturer’s recommendations. It is the expectation of the City, as described herein, that the Contractor shall provide superior customer service and timely maintenance and repair services to correct deficiencies and return the vehicle to an in-service status. C. Facilities and Work Sites: Contractor shall perform services, including inspection, maintenance, testing and repair, at their facility, or a City facility if directed otherwise. No apparatus/vehicle shall be taken from a City worksite without prior approval from the Fleet Manager. D. Contractor warrants that its facility complies with all applicable local, state, and federal regulations and will remain compliant during the Contract term. The City may inspect the facility and its operations at any time during the Contract term during normal business hours. E. Fire Apparatus and Equipment Security: The Contractor is responsible for the security of any units in its custody. The Contractor is responsible for all costs associated with correcting damage while the unit is in the Contractor’s custody. While in the Contractor’s custody, apparatus/vehicles shall be stored inside, in a temperature-controlled environment. F. Contractor’s Service Truck: The Contractor shall have a service truck operation sufficient to support the on-site inspection and maintenance, and emergency road call requirements of the Contract. The truck should be outfitted with tools, equipment, and parts sufficient to support the spot repair of fire apparatus or equipment. The technicians operating the trucks should be certified as required by the Contract, and capable of making repair and logistic decisions in road call and on-site repair call situations. G. Scheduling: The Fleet Manager shall contact the Contractor to schedule apparatus/vehicles due for service. The location at which services will be performed shall be determined between the Fleet Manager and the Contractor at the time when service is scheduled and confirmed. If services are to be performed at a City worksite, the Contractor shall provide the Fleet Manager with the time at which the Contractor’s service personnel will arrive to begin the service and an approximate time in which the service will be completed. H. Notifications and Communications: It shall be the responsibility of the Fleet Manager to notify affected City worksites and station personnel of scheduled service of apparatus/vehicles. In the event the contractor must pick up a piece of apparatus at DocuSign Envelope ID: 0A4D84B2-AA80-4F36-94A5-449B29B0EF2F Revised 2.9.22 Page 14 of 24 a City worksite, the Contractor shall check in with the on-duty Station Officer, provide proper identification and state the purpose of the visit. Upon completion of on-site services, the Contractor shall check out with the on-duty Station Officer and provide a report of services completed, deficiencies found, deficiencies repaired, deficiencies that require further attention and the status of the apparatus (in service or out of service). If the Station Officer is not available at the completion of services, a paper form shall be left on the driver’s seat of the apparatus indicating what services were completed, deficiencies found, deficiencies repaired, deficiencies that require further attention and the status of the apparatus (in service or out of service). I. Inspection and Maintenance Completion: The Contractor is responsible for the timely inspection and maintenance of the City’s fire apparatus and equipment and the return of each unit to an in-service status. Except for Priority and Non-Priority Repairs, it is the expectation of the city that the Contractor have readily available any routine parts fluids, testing equipment, etc. that may be required to complete Quarterly, Semi-Annual and Annual Preventative Maintenance services at the time service is scheduled in an effort to reduce out of service and down time of the city apparatus. The City’s performance standards for completing various work activities are as follows: 1. Quarterly Inspection and Preventative Maintenance: Performed at the Contractor’s facility, services shall be completed within twenty-four (24) hours which includes pick-up and return of the apparatus. If deficiencies are encountered that will require additional time to repair, the Contractor shall notify the Fleet Manager immediately. 2. Semi-Annual Inspection and Preventative Maintenance: Performed at the Contractor’s facility, services shall be completed within three (3) business days. If deficiencies are encountered that will require additional time to repair, the Contractor shall notify the Fleet Manager immediately. 3. Annual Inspection, Testing and Preventative Maintenance: Annual Inspection, Testing and Preventative Maintenance shall be performed at the Contractor’s facility unless prior arrangements are made with the Fleet Manager. Annual Inspection, Testing and Preventative Maintenance services shall be completed within five (5) business days. If deficiencies are encountered that will require additional time to repair, the Contractor shall notify the Fleet Manager immediately. 4. Priority Repairs: If performed on-site, services shall be completed within eight (8) hours. If performed at the Contractor’s facility, services shall be completed within two (2) business days. If additional time is needed for repairs the Contractor shall notify the Fleet Manager immediately. 5. Non-Priority Repairs: Non-priority repairs shall be resolved within five (5) business days upon notification to the Contractor. The Contractor and Fleet Manager will determine where these types of repairs will be performed. If additional time is needed for repairs the Contractor shall notify the Fleet Manager immediately. DocuSign Envelope ID: 0A4D84B2-AA80-4F36-94A5-449B29B0EF2F Revised 2.9.22 Page 15 of 24 J. Level of Services To Be Provided: The Contractor shall work with the City to determine the level of inspection and preventative maintenance and the required service interval for each fire apparatus. The criteria for each level of inspection and preventative maintenance shall be based on compliance with NFPA 1911, apparatus and component manufacturer’s most severe service recommendation, generally accepted best industry practices and any applicable federal, state, and local standards. 1. Quarterly Inspection and Preventative Maintenance – Includes inspection and preventative maintenance that may be required for all apparatus components and systems. 2. Semi-Annual Inspection and Preventative Maintenance – Includes inspection and preventative maintenance that may be required for all apparatus components and systems. 3. Annual Inspection and Preventative Maintenance – Includes inspection and preventative maintenance that may be required for all apparatus components and systems. 4. Annual Performance and Certification Testing. a. Performance Testing of Low Voltage Electrical Systems (NFPA 1911, Chapter 17) b. Performance Testing of Aerial Devices (NFPA 1911, Chapter 19) c. Performance Testing of Line Voltage Electrical Systems (NFPA 1911, Chapter 22) 5. Priority Repairs. Priority repair status indicates that the apparatus has been placed into an out of service status due to mechanical breakdown or component failure. Calls for priority repairs may occur during and/or after normal business hours. 6. Non-Priority Repairs. Non-Priority Repairs indicates a deficiency that needs to be corrected, however does not meet the criteria set forth in NFPA 1911 to warrant the apparatus be placed into an out of service status. Nonpriority Repairs will be approved by the Fleet Manager and handled by the Contractor during normal business hours. Non-Priority Repairs may be deferred to the next inspection and preventative maintenance service to be corrected at the discretion of the Fleet Manager. K. Anytime services are completed on City apparatus, the results, findings, and actions taken shall be documented by the Contractor in a professional format. The Contractor shall submit, as part of their proposal, copies of the service documentation they will use to inspect, maintain, repair and test City apparatus. This documentation shall demonstrate that the Contractor’s procedures meet or exceed the Contract-required levels of service. The original copies of all service documentation shall be submitted along with the invoice for payment. In addition to recording the results, findings and actions taken, the service documentation shall contain the following information: DocuSign Envelope ID: 0A4D84B2-AA80-4F36-94A5-449B29B0EF2F Revised 2.9.22 Page 16 of 24 1. Date services were performed 2. City Work Order Number 3. Name of the technician that performed the services 4. Location where services were performed 5. City Vehicle Number 6. Apparatus Manufacturer 7. Apparatus Make 8. Apparatus Model 9. Manufacturer Job Number or Serial Number 10. Odometer Reading In 11. Odometer Reading Out 12. Vehicle Identification Number (VIN) 13. Engine Hours 14. User Department L. Repair Approvals: The Contractor shall have specific pre-approval from the Fleet Manager prior to completing repairs. In obtaining approval, the Contractor shall advise the Fleet Manager of the estimated cost of the repair work and the estimated time it will take to return the unit to an in-service status. Any repairs performed without documented pre-approval authorization will be at the expense of the Contractor. The estimate shall include the following: 1. Estimated time 2. Parts cost 3. Part Numbers M. Apparatus or Equipment Damage: No accident damage may be repaired until the Contractor receives written authorization from the Fleet Manager. Any damage noted by the Contractor during an inspection shall be immediately reported to the Fleet Manager. The e-mail or phone report should include the unit identification number, the date, a brief description of the damage, one or more digital photographs documenting the extent of the damage and an estimated cost of repair. The Contractor is responsible for all costs of repair for any accident damage incurred while the Contractor has custody of the vehicle. N. Repair Facilities: If the Contractor receives authorization to repair accident damage, the Contractor shall ensure that all required repairs shall be performed by repair facilities capable of restoring the damaged vehicle, its systems and components to its original configuration, appearance, and structural integrity; and meeting all OEM specifications for the equipment. The Contractor may be responsible for transporting the vehicle to the repair facility location, including the original equipment manufacturer’s facility, when required, and for the vehicle’s return transport to the DocuSign Envelope ID: 0A4D84B2-AA80-4F36-94A5-449B29B0EF2F Revised 2.9.22 Page 17 of 24 operational location of the equipment. The proposed repair facility shall be acceptable to Fleet Manager. A pre-approved cost estimate, schedule and individual work order for the damage repair tasks are also required before approval. O. Inspections: The Contractor shall advise the Fleet Manager within one (1) hour of the completion of repairs or replacements on any fire apparatus. Fleet Manager reserves the right to send a representative to perform a quality control acceptance inspection of all equipment repairs or replacements. P. Emergency Call Response For Priority Repairs: A call for Priority Repair Service indicates that the apparatus has been placed in an out of service status due to mechanical breakdown and/or component failure which has rendered the apparatus unsafe to operate. Calls for Priority Repair Service require immediate assistance from the Contractor to evaluate the situation, decide on the best course of action, and/or take the necessary actions to place the apparatus back into an in-service status. Calls for Priority Repair Service may occur at any time. Q. Emergency Contact: The Contractor shall have an individual accessible by telephone available twenty-four (24) hours per day, seven (7) days per week to receive reports of emergency repair requirements. The Contractor is required to respond by telephone to the reporting agency within ten (10) minutes of the initial call. At that time, the Contractor will provide Fleet Manager with an estimated-on scene response time. The on-scene response time shall not exceed two (2) hours for both road-side repair service requests and breakdown requests for equipment at a City facility. R. Non-Response: In an emergency, if the Contractor does not respond to the requesting officer within ten (10) minutes, Fleet Manager shall exercise the option to contact another vendor that is available and can provide the services needed. S. Wrecker Service: The City has existing contractual agreements in place with area wrecker services. If an apparatus requires wrecker service, the City shall coordinate this service and the location to which the apparatus shall be towed. T. Parts Inventory: The Contractor shall maintain reasonable inventory levels at its facility to assure timely repair of the City’s fire apparatus and vehicles. The Contractor-supplied inventory shall remain the property of the Contractor upon completion of the Contract term. Parts and materials shall be on hand to complete scheduled maintenance prior to the actual service. Mark-up on parts shall not exceed 10%. Contractor shall show proof of mark-up on invoice. U. Tires: The City has existing contractual agreements in place with area tire vendors. The replacement of tires shall be the responsibility of the City. The Contractor’s role in tire replacement is to recommend when tire replacement is necessary. V. Contractor-Furnished Parts: The Contractor shall include all parts used during the maintenance or service of a unit on the work order and specifically invoice the parts to the unit receiving the part. W. Core Accounting: The Contractor is responsible for managing core parts returns and adjustments. No core charge may be applied to a work order and invoiced to the city. If the Contractor’s parts supplier denies a core charge, the Contractor may provide DocuSign Envelope ID: 0A4D84B2-AA80-4F36-94A5-449B29B0EF2F Revised 2.9.22 Page 18 of 24 documentation verifying that denial, and a copy of the work order and an invoice requesting reimbursement for that denied cost. The information should be forwarded to the Fleet Manager. X. Warranty Repairs: The Contractor must ensure that all vehicle manufacturer warranty work is accomplished to guarantee compliance with necessary warranty requirements. The Fleet Manager shall communicate the warranty status of all apparatus. The Contractor shall notify the Fleet Manager when a warranty repair is required and work with the Fleet Manager to determine the best course of action. The Fleet Manager will determine if the Contractor is able to handle the warranty repair or if it is more appropriate for the repair to be handled by the warranting vendor. If the Contractor fails to acknowledge a warranty repair and/or notify the Fleet Manager prior to proceeding with the repair, the Contractor shall be responsible for the labor and parts associated with the repair. Y. Contractor Repair Warranty: The Contractor shall warranty repairs for a period of not less than the manufacturer’s warranty for those parts replaced and at least ninety (90) days on other minor repairs. On major repairs, the Contractor shall warranty repairs for a period of not less than the manufacturer’s warranty for both labor and parts. In the event the repair is a Contractor in-house rebuild, the warranty shall be for not less than one (1) year, 12,000 miles or 750 operating hours, whichever occurs first. For purposes of this Contract, a major repair is defined as one with a combined cost of parts and labor exceeding $1,000. 1.2 Insurance Requirements: Contractor shall meet all insurance requirements of the City, including but not limited to, the provisions of personal and property liability, including automobile coverage, and Worker's Compensation, in limits acceptable to the City. 1.3 License Requirement: Be licensed in accordance with the Palm Springs Municipal Code, Chapter 3.40 through 3.96 entitled Business Tax; 1.4 Pricing: 1. The pricing included in this Contract shall be firm for the first year. 2. The unit prices may be adjusted (decreased or increased) once a year to correspond with the most recent annual change to the Consumer Price Index for All Urban Consumers as published by the U.S. Bureaus of Labor Statistics for the Riverside-San Bernardino-Ontario Areas. 3. The City will only pay for the items listed on the bid form. Contractor must incorporate all of its costs in its unit bid prices, including but not limited to labor, supervision, project management, overhead, profit, onboarding training, travel, mileage, truck charges, fuel charges, service call charges, parking, delivery, portal-to- portal charges, environmental fees, shop supplies and consumable incidental materials. The City will not pay for subcontractors, rental of equipment/tools, and purchase of materials/supplies unless the City authorized payment of the applicable items. DocuSign Envelope ID: 0A4D84B2-AA80-4F36-94A5-449B29B0EF2F Revised 2.9.22 Page 19 of 24 1.5 Invoicing: Contractor will submit an itemized invoice monthly. Billings must reference a purchase order number and shall indicate the unit (contract) price. Contractor will be paid for the actual hours worked at the rates shown in the contract. Parts, materials, equipment, and subcontractor costs will be compensated at actual cost with receipts required with allowable markup as outline in the contract. Contractor shall break out the line items on the invoice in accordance with the line items on the bid form. Contractor must provide back-up documentation for materials, subcontractor, rented equipment, permits, disposal and recycling fees. Invoices that are submitted with incorrect prices may be returned for correction before any payments to the contractor are authorized. It shall be the contractor’s responsibility to submit a correct invoice. The City shall not be responsible for payment until a correct invoice is received. The invoice shall be accompanied by receipts, dated, and signed by a City Employee, verifying the work was done. Invoices and receipts will be submitted to the Contract Officer for approval. All invoices are to be sent as one document, per month to: Facilities.Billing@palmspringsca.gov. DocuSign Envelope ID: 0A4D84B2-AA80-4F36-94A5-449B29B0EF2F Revised 2.9.22 Page 20 of 24 DocuSign Envelope ID: 0A4D84B2-AA80-4F36-94A5-449B29B0EF2F Revised 2.9.22 Page 21 of 24 EXHIBIT “B” INSURANCE PROVISIONS Including Verification of Coverage, Sufficiency of Insurers, Errors and Omissions Coverage, Minimum Scope of Insurance, Deductibles and Self-Insured Retentions, and Severability of Interests (Separation of Insureds) DocuSign Envelope ID: 0A4D84B2-AA80-4F36-94A5-449B29B0EF2F Revised 2.9.22 Page 22 of 24 INSURANCE 1. Procurement and Maintenance of Insurance. Contractor shall procure and maintain public liability and property damage insurance against all claims for injuries against persons or damages to property resulting from Contractor’s performance under this Agreement. Contractor shall procure and maintain all insurance at its sole cost and expense, in a form and content satisfactory to the City, and submit concurrently with its execution of this Agreement. Contractor shall also carry workers’ compensation insurance in accordance with California workers’ compensation laws. Such insurance shall be kept in full force and effect during the term of this Agreement, including any extensions. Such insurance shall not be cancelable without thirty (30) days advance written notice to City of any proposed cancellation. Certificates of insurance evidencing the foregoing and designating the City, its elected officials, officers, employees, agents, and volunteers as additional named insureds by original endorsement shall be delivered to and approved by City prior to commencement of services. The procuring of such insurance and the delivery of policies, certificates, and endorsements evidencing the same shall not be construed as a limitation of Contractor’s obligation to indemnify City, its elected officials, officers, agents, employees, and volunteers. 2. Minimum Scope of Insurance. The minimum amount of insurance required under this Agreement shall be as follows: 1. Comprehensive general liability and personal injury with limits of at least one million dollars ($1,000,000.00) combined single limit coverage per occurrence and two million dollars ($2,000,000) general aggregate; 2. Automobile liability insurance with limits of at least one million dollars ($1,000,000.00) per occurrence; 3. Professional liability (errors and omissions) insurance with limits of at least one million dollars ($1,000,000.00) per occurrence and two million dollars ($2,000,000) annual aggregate is: _________ required ____X____ is not required; 4. Workers’ Compensation insurance in the statutory amount as required by the State of California and Employer’s Liability Insurance with limits of at least one million dollars $1 million per occurrence. If Contractor has no employees, Contractor shall complete the City’s Request for Waiver of Workers’ Compensation Insurance Requirement form. 3. Primary Insurance. For any claims related to this Agreement, Contractor’s insurance coverage shall be primary with respect to the City and its respective elected officials, officers, employees, agents, and volunteers. Any insurance or self-insurance maintained by City and its respective elected officials, officers, employees, agents, and volunteers shall be in excess of Contractor’s insurance and shall not contribute with it. For Workers’ Compensation and Employer’s Liability Insurance only, the insurer shall waive all rights of subrogation and DocuSign Envelope ID: 0A4D84B2-AA80-4F36-94A5-449B29B0EF2F Revised 2.9.22 Page 23 of 24 contribution it may have against City, its elected officials, officers, employees, agents, and volunteers. 4. Errors and Omissions Coverage. If Errors & Omissions Insurance is required, and if Contractor provides claims made professional liability insurance, Contractor shall also agree in writing either (1) to purchase tail insurance in the amount required by this Agreement to cover claims made within three years of the completion of Contractor’s services under this Agreement, or (2) to maintain professional liability insurance coverage with the same carrier in the amount required by this Agreement for at least three years after completion of Contractor’s services under this Agreement. Contractor shall also be required to provide evidence to City of the purchase of the required tail insurance or continuation of the professional liability policy. 5. Sufficiency of Insurers. Insurance required in this Agreement shall be provided by authorized insurers in good standing with the State of California. Coverage shall be provided by insurers admitted in the State of California with an A.M. Best’s Key Rating of B++, Class VII, or better, unless otherwise acceptable to the City. 6. Verification of Coverage. Contractor shall furnish City with both certificates of insurance and endorsements, including additional insured endorsements, affecting all of the coverages required by this Agreement. The certificates and endorsements are to be signed by a person authorized by that insurer to bind coverage on its behalf. All proof of insurance is to be received and approved by the City before work commences. City reserves the right to require Contractor’s insurers to provide complete, certified copies of all required insurance policies at any time. Additional insured endorsements are not required for Errors and Omissions and Workers’ Compensation policies. Verification of Insurance coverage may be provided by: (1) an approved General and/or Auto Liability Endorsement Form for the City of Palm Springs or (2) an acceptable Certificate of Liability Insurance Coverage with an approved Additional Insured Endorsement with the following endorsements stated on the certificate: A. "The City of Palm Springs, its officials, employees, and agents are named as an additional insured…” ("as respects City of Palm Springs Contract No.___" or "for any and all work performed with the City" may be included in this statement). B. "This insurance is primary and non-contributory over any insurance or self- insurance the City may have..." ("as respects City of Palm Springs Contract No.___" or "for any and all work performed with the City" may be included in this statement). C. "Should any of the above-described policies be canceled before the expiration date thereof, the issuing company will mail 30 days written notice to the Certificate Holder named." Language such as, “endeavor to” mail and "but failure to mail such notice shall impose no obligation or liability of any kind upon the company, its agents or representative" is not acceptable and must be crossed out. DocuSign Envelope ID: 0A4D84B2-AA80-4F36-94A5-449B29B0EF2F Revised 2.9.22 Page 24 of 24 D. Both the Workers’ Compensation and Employers' Liability policies shall contain the insurer's waiver of subrogation in favor of City, its elected officials, officers, employees, agents, and volunteers. In addition to the endorsements listed above, the City of Palm Springs shall be named the certificate holder on the policies. All certificates of insurance and endorsements are to be received and approved by the City before work commences. All certificates of insurance must be authorized by a person with authority to bind coverage, whether that is the authorized agent/broker or insurance underwriter. Failure to obtain the required documents prior to the commencement of work shall not waive the Contractor’s obligation to provide them. 7. Deductibles and Self-Insured Retentions. Any deductibles or self-insured retentions must be declared to and approved by the City prior to commencing any work or services under this Agreement. At the option of the City, either (1) the insurer shall reduce or eliminate such deductibles or self-insured retentions with respect to the City, its elected officials, officers, employees, agents, and volunteers; or (2) Contractor shall procure a bond guaranteeing payment of losses and related investigations, claim administration, and defense expenses. Certificates of Insurance must include evidence of the amount of any deductible or self-insured retention under the policy. Contractor guarantees payment of all deductibles and self-insured retentions. 8. Severability of Interests (Separation of Insureds). This insurance applies separately to each insured against whom claim is made or suit is brought except with respect to the limits of the insurer’s liability. DocuSign Envelope ID: 0A4D84B2-AA80-4F36-94A5-449B29B0EF2F DocuSign Envelope ID: 0A4D84B2-AA80-4F36-94A5-449B29B0EF2F DocuSign Envelope ID: 0A4D84B2-AA80-4F36-94A5-449B29B0EF2F DocuSign Envelope ID: 0A4D84B2-AA80-4F36-94A5-449B29B0EF2F DocuSign Envelope ID: 0A4D84B2-AA80-4F36-94A5-449B29B0EF2F DocuSign Envelope ID: 0A4D84B2-AA80-4F36-94A5-449B29B0EF2F DocuSign Envelope ID: 0A4D84B2-AA80-4F36-94A5-449B29B0EF2F DocuSign Envelope ID: 0A4D84B2-AA80-4F36-94A5-449B29B0EF2F DocuSign Envelope ID: 0A4D84B2-AA80-4F36-94A5-449B29B0EF2F DocuSign Envelope ID: 0A4D84B2-AA80-4F36-94A5-449B29B0EF2F DocuSign Envelope ID: 0A4D84B2-AA80-4F36-94A5-449B29B0EF2F DocuSign Envelope ID: 0A4D84B2-AA80-4F36-94A5-449B29B0EF2F