HomeMy WebLinkAbout23S060 - Jordan Freeman dba Motoworx Garage 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:
Jordan Freeman dba Motoworx Garage
Jordan Freeman, sales@motoworxgarage.com
BMW Police Motorcycle Parts & Repair Services
$375,000
Facilities: 5106560-50105
April 10, 2023 through April 9, 2028
Contract Administration
Lead Department:
Contract Administrator:
Facilities Maintenance
Daniel Martinez
Contract Approvals
Council Approval:
Resolution Number:
Agreement Number:
________
________
23S060
Contract Compliance
Exhibits:
Signatures:
Insurance:
Bonds:
Yes
Yes
Yes
N/A
Contract Prepared By: Procurement and Contracting
Submitted on: February 22, 2023 By: Brian Sotak-Rossman
Revised 2.9.22 Page 1 of 21
CONTRACT SERVICES AGREEMENT 23S060
BMW POLICE MOTORCYCLE PARTS AND REPAIR SERVICES
THIS AGREEMENT FOR CONTRACT SERVICES (“Agreement”) is made and entered
into on April 10, 2023, by and between the City of Palm Springs, a California charter city and
municipal corporation (“City”), and JORDAN FREEMAN DBA MOTOWORX GARAGE, a
sole proprietor, (“Contractor”). City and Contractor are individually referred to as “Party” and
are collectively referred to as the “Parties”.
RECITALS
A. Contractor has submitted to City a proposal to provide parts and repair services
for the City of Palm Springs Police BMW motorcycles, to City under the terms of this
Agreement.
B. Based on its experience, education, training, and reputation, Contractor is
qualified and desires to provide the necessary services to City for the Project.
C. 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.
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.
Revised 2.9.22 Page 2 of 21
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 $375,000.00.
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.
4. PERFORMANCE SCHEDULE
4.1 Time of Essence. Time is of the essence in the performance of this Agreement.
Revised 2.9.22 Page 3 of 21
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 five years,
commencing on April 10, 2023, and ending on April 9, 2028, 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.
5. COORDINATION OF WORK
Revised 2.9.22 Page 4 of 21
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: Jordan Freeman (name), Owner
(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
without the prior written approval of the Contract Officer. Acting through the City Manager, the
Revised 2.9.22 Page 5 of 21
City shall have the unrestricted right to order the removal of any personnel assigned by
Contractor by providing written notice to Contractor.
Name: Title:
Jordan Freeman Owner
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,
judgments, arbitration awards, settlements, damages, demands, orders, penalties, and expenses
including legal costs and attorney fees (collectively “Claims”), including but not limited to
Revised 2.9.22 Page 6 of 21
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.
Revised 2.9.22 Page 7 of 21
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.
Revised 2.9.22 Page 8 of 21
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
Revised 2.9.22 Page 9 of 21
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: Jordan Freeman dba MotoWorx Garage
Attention: Jordan Freeman
68743 Perez Road, Suite D28
Cathedral City, CA 92234
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.
Revised 2.9.22 Page 10 of 21
11.9 Counterparts. This Agreement may be signed in counterparts, each of which
shall constitute an original.
[SIGNATURES ON NEXT PAGE]
Revised 2.9.22 Page 11 of 21
SIGNATURE PAGE TO AGREEMENT BY AND BETWEEN THE CITY OF PALM
SPRINGS AND JORDAN FREEMAN DBA MOTOWORX GARAGE
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: ___________________ Item No. ___________
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
Revised 2.9.22 Page 12 of 21
EXHIBIT “A”
CONTRACTOR’S
SCOPE OF SERVICES/WORK
Including,
Schedule of Fees
And
Schedule of Performance
Revised 2.9.22 Page 13 of 21
1.1 Scope of Work:
A. Contractor shall provide BMW motorcycle parts and repair services (Work) on as as-
needed basis for all City of Palm Springs police department. Services include but are
not limited to performing all levels of mechanical repair, warranty repairs,
manufacture recommended services, complete repair and/or replacement of Police
Safety and Communication Equipment as well as both OEM and Aftermarket Parts.
B. 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 recommendation.
C. 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.
1.2 Facilities and Work Sites:
Contractor shall perform services, including inspection, maintenance, testing and repair,
at their facility. 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.
1.3 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, vehicles shall be stored inside,
in a temperature-controlled environment.
1.4 Scheduling:
The Fleet Manager shall contact the Contractor to schedule service. Anytime services
are completed, 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 vehicles. 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:
1. Date services were performed
2. City Purchase Order Number
3. Name of the technician that performed the services
4. Location where services were performed
5. City Vehicle Number
6. Manufacturer
Revised 2.9.22 Page 14 of 21
7. Make
8. Model
9. Vehicle Identification Number (VIN)
10. Odometer Reading In
11. Odometer Reading Out
12. Engine Hours
13. User Department
1.5 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
1.6 Parts Inventory:
The Contractor shall maintain reasonable inventory levels at its facility to assure timely
repair of the City’s 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.
1.7 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.
1.8 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 requesting reimbursement for
that denied cost. The information should be forwarded to the Fleet Manager.
1.9 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 vehicles. 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
Revised 2.9.22 Page 15 of 21
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.
1.10 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.
1.11 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.
1.12 License Requirement:
Be licensed in accordance with the Palm Springs Municipal Code, Chapter 3.40 through
3.96 entitled Business Tax;
1.13 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.
1.14 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
Revised 2.9.22 Page 16 of 21
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.
Revised 2.9.22 Page 17 of 21
Revised 2.9.22 Page 18 of 21
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)
Revised 2.9.22 Page 19 of 21
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
Revised 2.9.22 Page 20 of 21
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.
Revised 2.9.22 Page 21 of 21
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.
City of Palm Springs
Fleet Operations Division
459 North Civic Drive • Palm Springs, CA 92262
Tel: 760-322-8168 • Fax: 760-320-1376
Memo
To: Kim Baker, Brian Sotak-Rossman
From: Fleet Department
December 14, 2022
Re: Sole Source Justification
To provide the Police Department with the appropriate maintenance and repair services for
their BMW motorcycles, I recommend utilizing Moto Worx Garage, it is the only company in
Palm Springs who provide a complete maintenance service to BMW motorcycles. MotoWorx
has been servicing our fleet for over 2 years and always works efficiently with minimum down
time.
MotoWorx Garage is in Cathedral City, 6 miles from the fleet shop. The 2nd closest service
center is BMW of Riverside 59 miles away, this service center is not an option due to location
distance, the down time will be extreme. The Palm Springs Police Department currently utilizes
six, 2019 BMW R1250P motorcycles which includes 1 trainer unit. All units are utilized to cover
a 24-hour,7 days a week operation.
Respectfully,
Daniel Martinez
Fleet Maintenance Manager