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02-18-2020 - AGENDA ITEM 12 CONSIDERATION OF AWARD OF BIDS FOR FIRE AND HEAVY EQUIPMENT MAINTENANCE AND REPAIRS11/16/2020 Print Staff Report AGENDA ITEM NO. 12 DATE: February 18, 2020 TO: Mayor and City Council FROM: David Carmany City Manager AGENDA STAFF REPORT City of West Covina I Office of the City Manager SUBJECT: CONSIDERATION OF AWARD OF BIDS FOR FIRE AND HEAVY EQUIPMENT MAINTENANCE AND REPAIRS RECOMMENDATION: It is recommended that the City Council: Authorize the City Manager to negotiate and execute a three (3) year contract with two optional one- year extensions with Valley Power, Southern California Fleet Services, Emergency Vehicle Group, South Coast Emergency, and Velocity Truck Centers to provide Fire Department fleet and heavy equipment maintenance and repair services; and 2. Authorize Purchase Orders not to exceed $300,000 annually. BACKGROUND: Maintenance of the fleet is an aspect of asset management. Three years ago the City transitioned from an in- house garage and shop facility operation to a contract maintenance model. The contract model may not be the most efficient or right model, but is the model employed right now. A central garage, proper preventive maintenance program, and vehicle replacement program funded via a resolving fund are conversations for another time. In municipal operations a central garage is considered a prerequisite to an efficient equipment management program. DISCUSSION: The City of West Covina solicited Requests for Quotes (RFQ) from qualified firms to provide annual Fleet Maintenance Services for Fire Department Vehicles and heavy equipment. The purpose of this Maintenance Professional Services Agreement is to provide the City with fleet maintenance and repairs. The selected Contractors will work closely with the Fleet Services Coordinator to ensure vehicles are maintained and repaired in a timely manner. This project will be awarded based on demonstrated ability and performance providing similar services at a fair and reasonable cost. The City does not guarantee a specific amount of work, and quantity of work can increase or decrease depending on needs. On December 17, 2019, in line with the City's effort to competitively bid all contract services and select the most qualified vendors, staff issued a Request for Quotes (RFQ) for multiple award for fleet maintenance https://destinyhosted.com/print_ag_memo.cfm?seq=667&rev_num=0&mode=Extemal&reloaded=true&id=93762 1/3 5.3. Deductible or Self Insured Retention. If any of such policies provide for a deductible or self -insured retention to provide such coverage, the amount of such deductible or self -insured retention shall be approved in advance by City. The City may require the Consultant to purchase coverage with a lower retention or provide proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention. The policy language shall provide, or be endorsed to provide, that the self -insured retention may be satisfied by either the named insured or City. 5.4. Certificates of Insurance. Consultant shall provide to City certificates of insurance showing the insurance coverages and required endorsements described above, in a form and content approved by City, prior to performing any services under this Agreement. The City reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at anytime. 5.5. Non -limiting. Nothing in this Section shall be construed as limiting in any way the indemnification provision contained in this Agreement. 6.0. GENERAL PROVISIONS 6.1. Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to any matter referenced herein and supersedes any and all other prior writings and oral negotiations. This Agreement may be modified only in writing, and signed by the parties in interest at the time of such modification. 6.2. Representatives. The City Manager or his or her designee shall be the representative of City for purposes of this Agreement and may issue all consents, approvals, directives and agreements on behalf of the City, called for by this Agreement, except as otherwise expressly provided in this Agreement. Consultant shall designate a representative for purposes of this Agreement who shall be authorized to issue all consents, approvals, directives and agreements on behalf of Consultant called for by this Agreement, except as otherwise expressly provided in this Agreement. 6.3. Key Personnel. It is the intent of both parties to this Agreement that Consultant shall make available the professional services of Adam Montiel who shall coordinate directly with City. Any substitution of key personnel must be approved in advance in writing by City's Representative. 6.4. Notices. Any notices, documents, correspondence or other communications concerning this Agreement or the work hereunder may be provided by personal delivery, Email or by U.S. mail. If by U.S. mail, it shall be addressed as set forth below and placed in a sealed envelope, postage prepaid, and deposited in the United States Postal Service. Such communication shall be deemed served or delivered: a) at the time of delivery if such communication is sent by personal delivery; b) at the time of transmission if such communication is sent by Email; and c) 72 hours after deposit in the U.S. Mail as reflected by the official U.S. postmark if such communication is sent through regular United States mail. Revised August 2019 7 Emergency Vehicle Group ATTACHMENT NO. 5 CITY OF WEST COVINA PROFESSIONAL SERVICES AGREEMENT WITH LOS ANGELES TRUCK CENTERS, LLC, DBA VELOCITY TRUCK CENTERS FOR FIRE APPARATUS AND HEAVY EQUIPMENT MAINTENANCE & REPAIR THIS AGREEMENT is made and entered into this 18th day of February, 2020 ("Effective Date"), by and between the CITY OF WEST COVINA, a municipal corporation ("City"), and "LOS ANGELES TRUCK CENTERS, LLC, DBA VELOCITY TRUCK CENTERS", a California Corporation ("Consultant"). WITNESSETH: A. WHEREAS, City proposes to utilize the services of Consultant as an independent contractor to City for Fire Apparatus and Heavy Equipment Maintenance and Repair, as more fully described herein; and B. WHEREAS, Consultant represents that it has that degree of specialized expertise contemplated within California Government Code Section 37103, and holds all necessary licenses to practice and perform the services herein contemplated, except that if Consultant is required to but does not yet hold a City business license, it will promptly obtain a business license and will not provide services to the City until it has done so; and C. WHEREAS, City and Consultant desire to contract for the specific services described in Exhibit "A" and desire to set forth their rights, duties and liabilities in connection with the services to be performed; and D. WHEREAS, no official or employee of City has a financial interest, within the provisions of Sections 1090-1092 of the California Government Code, in the subject matter of this Agreement. E. WHEREAS, Consultant responded to the City's Request for Proposals dated December 17, 2019, incorporated via this reference as if fully set forth herein, and Consultant's response to the Request for Proposals was a material inducement to the City ultimately entering into this agreement. NOW, THEREFORE, for and in consideration of the mutual covenants and conditions contained herein, the parties hereby agree as follows: 1.0. SERVICES PROVIDED BY CONSULTANT 1.1. Scope of Services. Consultant shall provide the professional services described in the Scope of Services attached hereto as Exhibit "A," incorporated herein by this reference. 1.2. Professional Practices. All professional services to be provided by Consultant pursuant to this Agreement shall be provided by personnel experienced in their respective fields and in a manner consistent with the standards of care, diligence and skill ordinarily exercised by professional consultants in similar fields and circumstances in accordance with sound professional practices. Consultant also warrants that it is familiar with all laws that may affect its performance of this Agreement and shall advise City of any changes in any laws that may affect Consultant's performance of this Agreement. Consultant shall keep itself informed of State and Updated August 2019 1 Velocity Truck Centers Federal laws and regulations which in any manner affect those employed by it or in any way affect the performance of its service pursuant to this Agreement. The Consultant shall at all times observe and comply with all such laws and regulations. City officers and employees shall not be liable at law or in equity for any claims or damages occurring as a result of failure of the Consultant to comply with this section. 1.3. Performance to Satisfaction of Citv. Consultant agrees to perform all the work to the reasonable satisfaction of the City. Evaluations of the work will be conducted by the City Manager or his or her designee. If the quality of work is not satisfactory, City in its discretion has the right to: (a) Meet with Consultant to review the quality of the work and resolve the matters of concern; (b) Require Consultant to repeat the work at no additional fee until it is satisfactory; and/or (c) Terminate the Agreement as hereinafter set forth. 1.4. Warranty. Consultant warrants that it shall perform the services required by this Agreement in compliance with all applicable Federal and California employment laws, including, but not limited to, those laws related to minimum hours and wages; occupational health and safety; fair employment and employment practices; workers' compensation; and all other Federal, State and local laws and ordinances applicable to the services required under this Agreement. 1.5. Non-discrimination. In performing this Agreement, Consultant shall not engage in, nor permit its agents to engage in, discrimination in employment of persons because of their race, religion, color, national origin, ancestry, age, physical or mental disability, medical condition, genetic information, pregnancy, marital status, sex, gender, gender identity, gender expression, sexual orientation, or military or veteran status, except as permitted pursuant to Section 12940 of the Government Code. 1.6. Non -Exclusive Agreement. Consultant acknowledges that City may enter into agreements with other consultants for services similar to the services that are subject to this Agreement or may have its own employees perform services similar to those services contemplated by this Agreement. 1.7. Confidentiality. Employees of Consultant in the course of their duties may have access to financial, accounting, statistical, and personnel data of private individuals and employees of City. Consultant covenants that all data, documents, discussion, or other information developed or received by Consultant or provided for performance of this Agreement are deemed confidential and shall not be disclosed by Consultant without written authorization by City. City shall grant such authorization if disclosure is required by law. All City data shall be returned to City upon the termination of this Agreement. Consultant's covenant under this Section shall survive the termination of this Agreement. 1.8 Public Records Act Disclosure. Consultant has been advised and is aware that this Agreement and all reports, documents, information and data, including, but not limited to, computer tapes, discs or files furnished or prepared by Consultant, or any of its subcontractors, pursuant to this Agreement and provided to City may be subject to public disclosure as required by the California Public Records Act (California Government Code Section 6250 et seq.). Exceptions to public disclosure may be those documents or information that qualify as trade secrets, as that term is defined in California Government Code Section 6254.7, and of which Updated August 2019 2 Velocity Truck Centers Consultant informs City of such trade secret. The City will endeavor to maintain as confidential all information obtained by it that is designated as a trade secret. The City shall not, in any way, be liable or responsible for the disclosure of any trade secret including, without limitation, those records so marked if disclosure is deemed to be required by law or by order of the court. 2.0. COMPENSATION AND BILLING 2.1. Compensation. Consultant shall be paid in accordance with the fee schedule set forth in Exhibit "B," attached hereto and made a part of this Agreement (the "Fee Schedule"). Consultant's total compensation shall have no minimum and shall not exceed One Hundred Thousand Dollars ($100,000) a year. 2.2. Additional Services. Consultant shall not receive compensation for any services provided outside the scope of services unless the City, prior to Consultant performing the additional services, approves such additional services in writing. It is specifically understood that oral requests and/or approvals of such additional services or additional compensation shall be barred and are unenforceable. Should the City request in writing additional services that increase the Scope of Services, an additional fee based upon the Consultant's standard hourly rates shall be paid to the Consultant for such additional services. Such increase in additional fees shall be limited to 25% of the total contract sum or to the maximum total contract amount of $25,000, whichever is greater. The Department Head or City Manager is authorized to approve a Change Order for such additional services. 2.3. Method of Billing. Consultant may submit invoices to the City for approval on a progress basis, but no more often than once a month. Said invoice shall be based on the total of all Consultant's services which have been completed to City's sole satisfaction. City shall pay Consultant's invoice within forty-five (45) days from the date City receives said invoice. Each invoice shall describe in detail the services performed, the date of performance, and the associated time for completion. Any additional services approved and performed pursuant to this Agreement shall be designated as "Additional Services" and shall identify the number of the authorized change order, where applicable, on all invoices. 2.4. Records and Audits. Records of Consultant's services relating to this Agreement shall be maintained in accordance with generally recognized accounting principles and shall be made available to City for inspection and/or audit at mutually convenient times from the Effective Date until three (3) years after the termination or expiration of this Agreement. 3.0. TIME OF PERFORMANCE 3.1. Commencement and Completion of Work. Unless otherwise agreed to by the parties, the professional services to be performed pursuant to this Agreement shall commence within five (5) days from the Effective Date of this Agreement. Failure to commence work in a timely manner and/or diligently pursue work to completion may be grounds for termination of this Agreement. 3.2. Excusable Delays. Neither party shall be responsible for delays or lack of performance resulting from acts beyond the reasonable control of the party or parties. Such acts shall include, but not be limited to, acts of God, fire, strikes, material shortages, compliance with laws or regulations, riots, acts of war, or any other conditions beyond the reasonable control of a party. If a delay beyond the control of the Consultant is encountered, a time extension may be mutually agreed upon in writing by the City and the Consultant. The Consultant shall present documentation satisfactory to the City to substantiate any request for a time extension. Updated August 2019 3 Velocity Truck Centers 4.0. TERM AND TERMINATION 4.1. Term. This Agreement shall commence on the Effective Date and continue for a period of Thity-Six (36) months, ending on February 18, 2023, unless previously terminated as provided herein or as otherwise agreed to in writing by the parties. Thereafter, this Agreement may be extended for a maximum of two (2) successive one (1) year periods. Such extensions, if any, will be evidenced by a written amendment to this Agreement. 4.2. Notice of Termination. The City reserves and has the right and privilege of canceling, suspending or abandoning the execution of all or any part of the work contemplated by this Agreement, with or without cause, at any time, by providing at least fifteen (15) days prior written notice to Consultant. In the event of such termination, Consultant shall immediately stop rendering services under this Agreement unless directed otherwise by the City. If the City suspends, terminates or abandons a portion of this Agreement such suspension, termination or abandonment shall not make void or invalidate the remainder of this Agreement. If the Consultant defaults in the performance of any of the terms or conditions of this Agreement, it shall have ten (10) days after service upon it of written notice of such default in which to cure the default by rendering a satisfactory performance. In the event that the Consultant fails to cure its default within such period of time, the City shall have the right, notwithstanding any other provision of this Agreement, to terminate this Agreement without further notice and without prejudice to any other remedy to which it may be entitled to at law, in equity, or under this Agreement. The City also shall have the right, notwithstanding any other provisions of this Agreement, to terminate this Agreement, at its option and without prejudice to any other remedy to which it may be entitled to at law, in equity, or under this Agreement, immediately upon service of written notice of termination on the Consultant, if the latter should: a. Be adjudged a bankrupt; b. Become insolvent or have a receiver of its assets or property appointed because of insolvency; C. Make a general assignment for the benefit of creditors; d. Default in the performance of any obligation or payment of any indebtedness under this Agreement; e. Suffer any judgment against it to remain unsatisfied or unbonded of record for thirty (30) days or longer; or f. Institute or suffer to be instituted any procedures for reorganization or rearrangement of its affairs. 4.3. Compensation. In the event of termination, City shall pay Consultant for reasonable costs incurred and professional services satisfactorily performed up to and including the effective date of the City's written notice of termination, within forty-five (45) days after the effective date of the notice of termination or the final invoice of the Consultant, whichever occurs last. Compensation for work in progress shall be prorated based on the percentage of work completed as of the effective date of termination in accordance with the fees set forth herein. 4.4. Documents. In the event of termination of this Agreement, all documents prepared Updated August 2019 4 Velocity Truck Centers by Consultant in its performance of this Agreement including, but not limited to, finished or unfinished design, development and construction documents, data studies, drawings, maps and reports, shall be delivered to the City within ten (10) days of the effective date of the notice of termination, at no cost to City. 5.0. INSURANCE 5.1. Minimum Scope and Limits of Insurance. Consultant shall obtain, maintain, and keep in full force and effect during the life of this Agreement all of the following minimum scope of insurance coverages with an insurance company admitted to do business in California, with a current A.M. Best's rating of no less than A:VII, and approved by City: (a) Broad -form commercial general liability, including premises -operations, products/completed operations, broad form property damage, blanket contractual liability, independent contractors, personal injury or bodily injury with a policy limit of not less than Two Million Dollars ($2,000,000.00), combined single limits, per occurrence. If such insurance contains a general aggregate limit, it shall apply separately to this Agreement or shall be twice the required occurrence limit. (b) Business automobile liability for owned vehicles, hired, and non -owned vehicles, with a policy limit of not less than One Million Dollars ($1,000,000.00), combined single limits, per accident for bodily injury and property damage. (c) Workers' compensation insurance as required by the State of California, with Statutory Limits, and Employer's Liability Insurance with a limit of no less than One Million Dollars ($1,000,000.00) per accident for bodily injury or disease. Consultant agrees to waive, and to obtain endorsements from its workers' compensation insurer waiving subrogation rights under its workers' compensation insurance policy against the City, its officers, agents, employees, and volunteers for losses arising from work performed by Consultant for the City and to require each of its subcontractors, if any, to do likewise under their workers' compensation insurance policies. By execution of this Agreement, the Consultant certifies as follows: I am aware of, and will comply with, Section 3700 of the Labor Code, requiring every employer to be insured against liability of Workers' Compensation or to undertake self-insurance before commencing any of the work. The Consultant shall also comply with Section 3800 of the Labor Code by securing, paying for and maintaining in full force and effect for the duration of this Agreement, complete Workers' Compensation Insurance, and shall furnish a Certificate of Insurance to the City before execution of this Agreement by the City. The City, its officers and employees shall not be responsible for any claims in law or equity occasioned by failure of the consultant to comply with this section. (d) Professional errors and omissions ("E&O") liability insurance with policy limits of not less than One Million Dollars ($1,000,000.00), combined single limits, per occurrence or claim, and Two Million Dollars ($2,000,000.00) Updated August 2019 5 Velocity Truck Centers aggregate. Architects' and engineers' coverage shall be endorsed to include contractual liability. If the policy is written as a "claims made" policy, the retroactivity date shall be prior to the start of the work set forth herein. Consultant shall obtain and maintain said E&O liability insurance during the life of this Agreement and for five (5) years after completion of the work hereunder. If coverage is canceled or non -renewed, and not replaced with another claims -made policy form with a retroactive date prior to the effective date of this Agreement, Consultant shall purchase "extended reporting" coverage for a minimum of five (5) years after completion of the work. If the Consultant maintains higher limits or has broader coverage than the minimums shown above, the City requires and shall be entitled to all coverage, and to the higher limits maintained by the Consultant. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City. 5.2. Endorsements. The insurance policies are to contain, or be endorsed to contain, the following provisions: (a) Additional Insureds: The City of West Covina and its elected and appointed boards, officers, officials, agents, employees, and volunteers are additional insureds with respect to: liability arising out of activities performed by or on behalf of the Consultant pursuant to its contract with the City; products and completed operations of the Consultant; premises owned, occupied or used by the Consultant; automobiles owned, leased, hired, or borrowed by the Consultant. (b) Notice of Cancelation: Each insurance policy required above shall provide that coverage shall not be canceled, except with notice to the City. (c) Primary Coverage: The Consultant's insurance coverage shall be primary insurance as respects the City of West Covina, its officers, officials, agents, employees, and volunteers. Any other insurance maintained by the City of West Covina shall be excess and not contributing with the insurance provided by this policy. (d) Waiver of Subrogation: Consultant hereby grants to City a waiver of any right to subrogation which any insurer of said Consultant may acquire against the City by virtue of the payment of any loss under such insurance. Consultant agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not the City has received a waiver of subrogation endorsement from the insurer. (e) Coverage Not Affected: Any failure to comply with the reporting provisions of the policies shall not affect coverage provided to the City of West Covina, its officers, officials, agents, employees, and volunteers. (f) Coverage Applies Separately: The Consultant's insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability. Updated August 2019 6 Velocity Truck Centers 5.3. Deductible or Self Insured Retention. If any of such policies provide for a deductible or self -insured retention to provide such coverage, the amount of such deductible or self -insured retention shall be approved in advance by City. The City may require the Consultant to purchase coverage with a lower retention or provide proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention. The policy language shall provide, or be endorsed to provide, that the self -insured retention may be satisfied by either the named insured or City. 5.4. Certificates of Insurance. Consultant shall provide to City certificates of insurance showing the insurance coverages and required endorsements described above, in a form and content approved by City, prior to performing any services under this Agreement. The City reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at anytime. 5.5. Non -limiting. Nothing in this Section shall be construed as limiting in any way the indemnification provision contained in this Agreement. 6.0. GENERAL PROVISIONS 6.1. Entire Aoreement. This Agreement constitutes the entire agreement between the parties with respect to any matter referenced herein and supersedes any and all other prior writings and oral negotiations. This Agreement may be modified only in writing, and signed by the parties in interest at the time of such modification. 6.2. Representatives. The City Manager or his or her designee shall be the representative of City for purposes of this Agreement and may issue all consents, approvals, directives and agreements on behalf of the City, called for by this Agreement, except as otherwise expressly provided in this Agreement. Consultant shall designate a representative for purposes of this Agreement who shall be authorized to issue all consents, approvals, directives and agreements on behalf of Consultant called for by this Agreement, except as otherwise expressly provided in this Agreement. 6.3. Key Personnel. It is the intent of both parties to this Agreement that Consultant shall make available the professional services of Louie Garcia who shall coordinate directly with City. Any substitution of key personnel must be approved in advance in writing by City's Representative. 6.4. Notices. Any notices, documents, correspondence or other communications concerning this Agreement or the work hereunder may be provided by personal delivery, Email or by U.S. mail. If by U.S. mail, it shall be addressed as set forth below and placed in a sealed envelope, postage prepaid, and deposited in the United States Postal Service. Such communication shall be deemed served or delivered: a) at the time of delivery if such communication is sent by personal delivery; b) at the time of transmission if such communication is sent by Email; and c) 72 hours after deposit in the U.S. Mail as reflected by the official U.S. postmark if such communication is sent through regular United States mail. Updated August 2019 7 Velocity Truck Centers IF TO CONSULTANT: IF TO CITY: Velocity Truck Centers City of West Covina 3006 Red Hat Ln 1444 West Garvey Ave. South Whittier, CA 90601 West Covina, CA 91790 Tel: (213) 272-5680 Tel: (626) 939-8789 Email: Igarcia@vvgtruck.com Email: damartinez@westcovina.org Attn: Louie Garcia Attn: Daniel Martinez 6.5. Attorneys' Fees. If litigation is brought by any party in connection with this Agreement against another party, the prevailing party shall be entitled to recover from the opposing party all costs and expenses, including reasonable attorneys' fees, incurred by the prevailing party in the exercise of any of its rights or remedies hereunder or the enforcement of any of the terms, conditions, or provisions hereof. 6.6. Governing Law. This Agreement shall be governed by and construed under the laws of the State of California without giving effect to that body of laws pertaining to conflict of laws. In the event of any legal action to enforce or interpret this Agreement, the parties hereto agree that the sole and exclusive venue shall be a court of competent jurisdiction located in Los Angeles County, California. 6.7. Assignment. Consultant shall not voluntarily or by operation of law assign, transfer, sublet or encumber all or any part of Consultant's interest in this Agreement without City's prior written consent. Any attempted assignment, transfer, subletting or encumbrance shall be void and shall constitute a breach of this Agreement and cause for termination of this Agreement. Regardless of City's consent, no subletting or assignment shall release Consultant of Consultant's obligation to perform all other obligations to be performed by Consultant hereunder for the term of this Agreement. 6.8. Indemnification and Hold Harmless. Consultant agrees to defend, indemnify, hold free and harmless the City, its elected and appointed officials, officers, agents and employees, at Consultant's sole expense, from and against any and all claims, demands, actions, suits or other legal proceedings brought against the City, its elected and appointed officials, officers, agents and employees arising out of the performance of the Consultant, its employees, and/or authorized subcontractors, of the work undertaken pursuant to this Agreement. The defense obligation provided for hereunder shall apply without any advance showing of negligence or wrongdoing by the Consultant, its employees, and/or authorized subcontractors, but shall be required whenever any claim, action, complaint, or suit asserts as its basis the negligence, errors, omissions or misconduct of the Consultant, its employees, and/or authorized subcontractors, and/or whenever any claim, action, complaint or suit asserts liability against the City, its elected and appointed officials, officers, agents and employees based upon the work performed by the Consultant, its employees, and/or authorized subcontractors under this Agreement, whether or not the Consultant, its employees, and/or authorized subcontractors are specifically named or otherwise asserted to be liable. Notwithstanding the foregoing, the Consultant shall not be liable for the defense or indemnification of the City for claims, actions, complaints or suits arising out of the sole active negligence or willful misconduct of the City. This provision shall supersede and replace all other indemnity provisions contained either in the City's specifications or Consultant's Proposal, which shall be of no force and effect. 6.9. Independent Contractor. Consultant is and shall be acting at all times as an independent contractor and not as an employee of City. Consultant shall have no power to incur any debt, obligation, or liability on behalf of City or otherwise act on behalf of City as an agent. Neither City nor any of its agents shall have control over the conduct of Consultant or any of Updated August 2019 8 Velocity Truck Centers Consultant's employees, except as set forth in this Agreement. Consultant shall not, at any time, or in any manner, represent that it or any of its or employees are in any manner agents or employees of City. Consultant shall secure, at its sole expense, and be responsible for any and all payment of Income Tax, Social Security, State Disability Insurance Compensation, Unemployment Compensation, and other payroll deductions for Consultant and its officers, agents, and employees, and all business licenses, if any are required, in connection with the services to be performed hereunder. Consultant shall indemnify and hold City harmless from any and all taxes, assessments, penalties, and interest asserted against City by reason of the independent contractor relationship created by this Agreement. Consultant further agrees to indemnify and hold City harmless from any failure of Consultant to comply with the applicable worker's compensation laws. City shall have the right to offset against the amount of any fees due to Consultant under this Agreement any amount due to City from Consultant as a result of Consultant's failure to promptly pay to City any reimbursement or indemnification arising under this paragraph. 6.10. PERS Eligibility Indemnification. In the event that Consultant or any employee, agent, or subcontractor of Consultant providing services under this Agreement claims or is determined by a court of competent jurisdiction or the California Public Employees Retirement System (PERS) to be eligible for enrollment in PERS as an employee of the City, Consultant shall indemnify, defend, and hold harmless City for the payment of any employee and/or employer contributions for PERS benefits on behalf of Consultant or its employees, agents, or subcontractors, as well as for the payment of any penalties and interest on such contributions, which would otherwise be the responsibility of City. Notwithstanding any other agency, state or federal policy, rule, regulation, law or ordinance to the contrary, Consultant and any of its employees, agents, and subcontractors providing service under this Agreement shall not qualify for or become entitled to, and hereby agree to waive any claims to, any compensation, benefit, or any incident of employment by City, including but not limited to eligibility to enroll in PERS as an employee of City and entitlement to any contribution to be paid by City for employer contribution and/or employee contributions for PERS benefits. 6.11. Cooperation. In the event any claim or action is brought against City relating to Consultant's performance or services rendered under this Agreement, Consultant shall render any reasonable assistance and cooperation which City might require. 6.12. Ownership of Documents. All findings, reports, documents, information and data including, but not limited to, computer tapes or discs, files and tapes furnished or prepared by Consultant or any of its subcontractors in the course of performance of this Agreement, shall be and remain the sole property of City. Consultant agrees that any such documents or information shall not be made available to any individual or organization without the prior consent of City. Any use of such documents for other projects not contemplated by this Agreement, and any use of incomplete documents, shall be at the sole risk of City and without liability or legal exposure to Consultant. City shall indemnify and hold harmless Consultant from all claims, damages, losses, and expenses, including attorneys' fees, arising out of or resulting from City's use of such documents for other projects not contemplated by this Agreement or use of incomplete documents furnished by Consultant. Consultant shall deliver to City any findings, reports, documents, information, data, in any form, including but not limited to, computer tapes, discs, files audio tapes or any other related items as requested by City or its authorized representative, at no additional cost to the City. Consultant or Consultant's agents shall execute such documents as may be necessary from time to time to confirm City's ownership of the copyright in such documents. Updated August 2019 9 Velocity Truck Centers 6.13. Electronic Safeguards. Contractor shall identify reasonably foreseeable internal and external risks to the privacy and security of personal information that could result in the unauthorized disclosure, misuse, alteration, destruction or other compromise of the information. Contractor shall regularly assess the sufficiency of any safeguards and information security awareness training in place to control reasonably foreseeable internal and external risks, and evaluate and adjust those safeguards in light of the assessment. 6.14. Economic Interest Statement. Consultant hereby acknowledges that pursuant to Government Code Section 87300 and the Conflict of Interest Code adopted by City, Consultant is designated in said Conflict of Interest Code and is therefore required to file an Economic Interest Statement (Form 700) with the City Clerk, for each employee providing advice under this Agreement, prior to the commencement of work, unless waived by the City Manager. 6.15. Conflict of Interest. Consultant and its officers, employees, associates and subconsultants, if any, will comply with all conflict of interest statutes of the State of California applicable to Consultant's services under this agreement, including, but not limited to, the Political Reform Act of 1974 (Government Code Section 81000, et seq.) and Government Code Sections 1090-1092. Consultant covenants that none of Consultant's officers or principals have any interest in, or shall acquire any interest, directly or indirectly, which will conflict in any manner or degree with the performance of the services hereunder, including in any manner in violation of the Political Reform Act. Consultant further covenants that in the performance of this Agreement, no person having such interest shall be used by Consultant as an officer, employee, agent, or subconsultant. Consultant further covenants that Consultant has not contracted with nor is performing any services, directly or indirectly, with any developer(s) and/or property owner(s) and/or firm(s) and/or partnership(s) owning property in the City and further covenants and agrees that Consultant and/or its subconsultants shall provide no service or enter into any agreement or agreements with a/any developer(s) and/or property owner(s) and/or firm(s) and/or partnership(s) owning property in the City prior to the completion of the work under this Agreement. 6.16. Prohibited Employment. Consultant will not employ any regular employee of City while this Agreement is in effect. 6.17. Order of Precedence. In the event of an inconsistency in this Agreement and any of the attached Exhibits, the terms set forth in this Agreement shall prevail. If, and to the extent this Agreement incorporates by reference any provision of any document, such provision shall be deemed a part of this Agreement. Nevertheless, if there is any conflict among the terms and conditions of this Agreement and those of any such provision or provisions so incorporated by reference, this Agreement shall govern over the document referenced. 6.18. Costs. Each party shall bear its own costs and fees incurred in the preparation and negotiation of this Agreement and in the performance of its obligations hereunder except as expressly provided herein. 6.19. No Third Party Beneficiary Rights. This Agreement is entered into for the sole benefit of City and Consultant and no other parties are intended to be direct or incidental beneficiaries of this Agreement and no third party shall have any right in, under or to this Agreement. 6.20. Headings. Paragraphs and subparagraph headings contained in this Agreement are included solely for convenience and are not intended to modify, explain or to be a full or accurate description of the content thereof and shall not in any way affect the meaning or interpretation of this Agreement. Updated August 2019 10 Velocity Truck Centers IF TO CONSULTANT: IF TO CITY: Emergency Vehicle Group City of West Covina 2883 E. Coronado St. 1444 West Garvey Ave. South Anaheim, CA 92806 West Covina, CA 91790 Tel: (714) 238-0110 Tel: (626) 939-8789 Email: amontiel0evainc.net Email: damartinez0westcovina.ora Attn: Adam Montiel Attn: Daniel Martinez 6.5. Attorneys' Fees. If litigation is brought by any party in connection with this Agreement against another party, the prevailing party shall be entitled to recover from the opposing party all costs and expenses, including reasonable attorneys' fees, incurred by the prevailing party in the exercise of any of its rights or remedies hereunder or the enforcement of any of the terms, conditions, or provisions hereof. 6.6. Governing Law. This Agreement shall be governed by and construed under the laws of the State of California without giving effect to that body of laws pertaining to conflict of laws. In the event of any legal action to enforce or interpret this Agreement, the parties hereto agree that the sole and exclusive venue shall be a court of competent jurisdiction located in Los Angeles County, California. 6.7. Assignment. Consultant shall not voluntarily or by operation of law assign, transfer, sublet or encumber all or any part of Consultant's interest in this Agreement without City's prior written consent. Any attempted assignment, transfer, subletting or encumbrance shall be void and shall constitute a breach of this Agreement and cause for termination of this Agreement. Regardless of City's consent, no subletting or assignment shall release Consultant of Consultant's obligation to perform all other obligations to be performed by Consultant hereunder for the term of this Agreement. 6.8. Indemnification and Hold Harmless. Consultant agrees to defend, indemnify, hold free and harmless the City, its elected and appointed officials, officers, agents and employees, at Consultant's sole expense, from and against any and all claims, demands, actions, suits or other legal proceedings brought against the City, its elected and appointed officials, officers, agents and employees arising out of the performance of the Consultant, its employees, and/or authorized subcontractors, of the work undertaken pursuant to this Agreement. The defense obligation provided for hereunder shall apply without any advance showing of negligence or wrongdoing by the Consultant, its employees, and/or authorized subcontractors, but shall be required whenever any claim, action, complaint, or suit asserts as its basis the negligence, errors, omissions or misconduct of the Consultant, its employees, and/or authorized subcontractors, and/or whenever any claim, action, complaint or suit asserts liability against the City, its elected and appointed officials, officers, agents and employees based upon the work performed by the Consultant, its employees, and/or authorized subcontractors under this Agreement, whether or not the Consultant, its employees, and/or authorized subcontractors are specifically named or otherwise asserted to be liable. Notwithstanding the foregoing, the Consultant shall not be liable for the defense or indemnification of the City for claims, actions, complaints or suits arising out of the sole active negligence or willful misconduct of the City. This provision shall supersede and replace all other indemnity provisions contained either in the City's specifications or Consultant's Proposal, which shall be of no force and effect. 6.9. Independent Contractor. Consultant is and shall be acting at all times as an independent contractor and not as an employee of City. Consultant shall have no power to incur any debt, obligation, or liability on behalf of City or otherwise act on behalf of City as an agent. Revised August 2019 8 Emergency Vehicle Group 6.21. Amendments. Only a writing executed by the parties hereto or their respective successors and assigns may amend this Agreement. 6.22. Waiver. The delay or failure of either party at any time to require performance or compliance by the other of any of its obligations or agreements shall in no way be deemed a waiver of those rights to require such performance or compliance. No waiver of any provision of this Agreement shall be effective unless in writing and signed by a duly authorized representative of the party against whom enforcement of a waiver is sought. The waiver of any right or remedy in respect to any occurrence or event shall not be deemed a waiver of any right or remedy in respect to any other occurrence or event, nor shall any waiver constitute a continuing waiver. 6.23. Severability. If any provision of this Agreement is determined by a court of competent jurisdiction to be unenforceable in any circumstance, such determination shall not affect the validity or enforceability of the remaining terms and provisions hereof or of the offending provision in any other circumstance. Notwithstanding the foregoing, if the value of this Agreement, based upon the substantial benefit of the bargain for any party, is materially impaired, which determination made by the presiding court or arbitrator of competent jurisdiction shall be binding, then both parties agree to substitute such provision(s) through good faith negotiations. 6.24. Counterparts and Electronic Signatures. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original. All counterparts shall be construed together and shall constitute one agreement. Counterpart written signatures may be transmitted by facsimile, email or other electronic means and have the same legal effect as if they were original signatures. 6.25. Corporate Authority. The persons executing this Agreement on behalf of the parties hereto warrant that they are duly authorized to execute this Agreement on behalf of said parties and that by doing so the parties hereto are formally bound to the provisions of this Agreement. 6.26 Taxpayer Identification Number. Consultant shall provide City with a complete Request for Taxpayer Identification Number and Certification, Form W9, as issued by the Internal Revenue Service. [SIGNATURE PAGE FOLLOWS] Updated August 2019 11 Velocity Truck Centers IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by and through their respective authorized officers, as of the date first above written. CITY OF WEST COVINA, A municipal corporation Date: David Carmany City Manager CONSULTA Date: 12 ` Bradley Pauvre, President a J Date: B Kobus, Chief Financial Officer ATTEST: Lisa Sherrick Assistant City Clerk APPROVED AS TO FORM: Date: Thomas P. Duarte City Attorney APPROVED AS TO INSURANCE: Date: Helen Tran Risk Management Updated August 2019 12 Velocity Truck Centers EXHIBIT A SCOPE OF SERVICES Updated August 2019 13 Velocity Truck Centers SCOPE OF SERVICE The Contractor shall furnish all necessary supervision, labor, tools, parts, equipment and location required to perform inspections, maintenance, repairs and testing of the West Covina Fire, Rescue and Emergency fleet of fire apparatus and ambulances plus heavy equipment. 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, Contractor personnel performing maintenance or repair on fire apparatus shall meet the qualifications administered by the National Institute for Automotive Service Excellence (ASE) for Medium/Heavy Truck certification(s) appropriate for the system or component (Certifications T1 through T8), as demonstrated by current ASE certification or CFM/EVT (Fire Apparatus) certification. 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, timely maintenance and repair services to correct deficiencies and return the vehicle to an in-service status. Facilities and Work Sites The 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 Services Coordinator. The 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. Fire Apparatus and Ambulance 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. 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, ambulances or heavy 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. Updated August 2019 14 Velocity Truck Centers Maintenance Schedulina and Completion The West Covina Fleet Services Coordinator shall contact the Contractor to schedule apparatus/heavy equipment due for service. The location at which services will be performed shall be determined between the West Covina Fleet Services Coordinator 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 West Covina Fleet Services Coordinator 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. Notifications and Communication It shall be the responsibility of the West Covina Fleet Services Coordinator to notify affected City worksites and station personnel of scheduled service of apparatus/heavy equipment. In the event the contractor must pick up a piece of apparatus/heavy equipment at 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). Inspection and Maintenance Completion The Contractor is responsible for the timely inspection and maintenance of the City's fire apparatus, ambulances, and heavy equipment and the return of each unit to an in- service status. With the exception of 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/heavy equipment. The West Covina 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 West Covina Fleet Services Coordinator immediately. Updated August 2019 15 Velocity Truck Centers 2. 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 West Covina Fleet Services Coordinator. 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 West Covina Fleet Services Coordinator immediately. 3. 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 West Covina Fleet Services Coordinator immediately. 4. Non -Priority Repairs: Non -priority repairs shall be resolved within five (5) business days upon notification to the Contractor. The Contractor and the LCFR Apparatus Officer will determine where these types of repairs will be performed. If additional time is needed for repairs the Contractor shall notify the West Covina Fleet Services Coordinator immediately. The following establishes the level of services to be provided by the Contractor. The Contractor shall work with the City's Fleet Services Coordinator to determine the level of inspection and preventative maintenance and the required service interval for each fire apparatus, ambulance or heavy equipment that the City operates. 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 — Heavy Apparatus. Includes inspection and preventative maintenance that may be required for all apparatus components and systems. 2. Quarterly Inspection and Preventative Maintenance — Light Apparatus. Includes inspection and preventative maintenance that may be required for all apparatus components and systems. 3. Semi -Annual Inspection and Preventative Maintenance — Heavy Apparatus. Includes inspection and preventative maintenance that may be required for all apparatus components and systems. 4. Semi -Annual Inspection and Preventative Maintenance — Light Apparatus. Includes inspection and preventative maintenance that may be required for all apparatus components and systems. Updated August 2019 16 Velocity Truck Centers 5. Annual Inspection and Preventative Maintenance — Heavy Apparatus. Includes inspection and preventative maintenance that may be required for all apparatus components and systems. 6. Annual Inspection and Preventative Maintenance — Light Apparatus. Includes inspection and preventative maintenance that may be required for all apparatus components and systems. 7. Annual Performance and Certification Testing. 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. 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. Non -Priority Repairs will be approved by West Covina Fleet Services Coordinator 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 West Covina Fleet Services Coordinator. 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: 1. Date services were performed; 2. Name of the technician that performed the services; 3. Location where services were performed; 4. Vehicle Number; 5. Apparatus Manufacturer; 6. Apparatus Make; Apparatus Model 7. Manufacturer Job Number or Serial Number; 8. Odometer Reading In; 9. Odometer Reading Out; and 10. Engine Hours Updated August 2019 17 Velocity Truck Centers VEHICLE MAINTENANCE AND REPAIR The Contractor shall perform scheduled preventive, recurring maintenance, repair and replacements for the fire apparatus and ambulances included in this Contract as directed by the Fleet Services Coordinator. All maintenance activities for this equipment shall comply with the manufacturer's recommendations including warranties. Maintenance intervals shall comply with the manufacturer's recommended severe service schedule based on mileage, hours of operation, or time in service since the previous maintenance as approved by the Fleet Services Coordinator. Inspection and Preventive Maintenance Service The objectives of inspection and preventative maintenance service are to ensure that: (a) fire apparatus and ambulances safely operate to the next scheduled service without a failure; and (b) component service life is maximized. All minor deferred repairs will be completed during the inspection and preventative maintenance service. Inspection and preventative maintenance services shall include fluid analyses including oil and transmission fluid and, if requested by Fleet Services Coordinator, coolant. Recurring Maintenance Recurring maintenance is the act of servicing a fire apparatus, ambulance or a component in order to keep the vehicle and its components in proper operating condition, and to prevent failure or breakdown. Task examples include, but are not limited to, lamp and gauge replacement, scheduled oil changes, coolant and pneumatic hose replacement, belt replacement and adjustment, windshield wiper replacement, brake adjustments, system and component adjustments and calibration, and fastener replacement. Repair and Replacement Repair is the work necessary to restore a fire apparatus, ambulance or a component to sound condition after failure or damage. Replacement is the work necessary to remove an unserviceable item and install a serviceable counterpart in its place. Original equipment manufacturer (OEM) parts and supplies shall be used on repairs and replacements required on equipment included in this Contract. Major Repairs All major repairs not performed by the Contractor shall be performed by a repair facility authorized by the manufacturer to perform such work. Re -Assembly the Contractor shall ensure that all re -assembly tasks performed after any required vehicle repair maintain the vehicle's OEM configurations as originally received from the manufacturer. System examples include, but are not limited to, the wiring and clamping, pump system pressures and flows, hydraulic system pressures, hose and orifice sizing, ladder table and ladder mounts. Repair Approvals the Contractor shall have specific pre -approval Updated August 2019 18 Velocity Truck Centers from the West Covina Fleet Services Coordinator prior to completing repairs. In obtaining approval, the Contractor shall advise the Fleet Services Coordinator 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: • Estimated time • Parts cost • Part numbers Modifications No modifications may be made by the Contractor to any component, system or piece of equipment maintained under any resulting Contract unless, and until, specific written authorization is provided by the West Covina Fleet Services Coordinator. A pre - approved cost estimate and individual work order issued for the modification tasks are also required before City approval. Apparatus or Equipment Damage No accident damage may be repaired until the Contractor receives written authorization from the City. Any damage noted by the Contractor during an inspection shall be immediately reported to the West Covina Fleet Services Coordinator. 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. 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 operational location of the equipment. The proposed repair facility shall be acceptable to West Covina Fleet Services Coordinator. A pre -approved cost estimate, schedule and individual work order for the damage repair tasks are also required before City approval. City Inspections The Contractor shall advise the West Covina Fleet Services Coordinator within one (1) hour of the completion of repairs or replacements on any fire apparatus or ambulance. The Fleet Services Coordinator reserves the right to send a representative to perform a quality control acceptance inspection of all equipment repairs or replacements. Updated August 2019 19 Velocity Truck Centers EMERGENCY CALL RESPONSE FOR PRIORITY REPAIRS General 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. Emeraencv 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 will provide the West Covina Fleet Services Coordinator 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. 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. Parts Inventory The Contractor shall maintain reasonable inventory levels at its facility to assure timely repair of the City's fire apparatus and ambulances. 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. 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. Updated August 2019 20 Velocity Truck Centers Neither City nor any of its agents shall have control over the conduct of Consultant or any of Consultant's employees, except as set forth in this Agreement. Consultant shall not, at any time, or in any manner, represent that it or any of its or employees are in any manner agents or employees of City. Consultant shall secure, at its sole expense, and be responsible for any and all payment of Income Tax, Social Security, State Disability Insurance Compensation, Unemployment Compensation, and other payroll deductions for Consultant and its officers, agents, and employees, and all business licenses, if any are required, in connection with the services to be performed hereunder. Consultant shall indemnify and hold City harmless from any and all taxes, assessments, penalties, and interest asserted against City by reason of the independent contractor relationship created by this Agreement. Consultant further agrees to indemnify and hold City harmless from any failure of Consultant to comply with the applicable worker's compensation laws. City shall have the right to offset against the amount of any fees due to Consultant under this Agreement any amount due to City from Consultant as a result of Consultant's failure to promptly pay to City any reimbursement or indemnification arising under this paragraph. 6.10. PERS Eligibility Indemnification. In the event that Consultant or any employee, agent, or subcontractor of Consultant providing services under this Agreement claims or is determined by a court of competent jurisdiction or the California Public Employees Retirement System (PERS) to be eligible for enrollment in PERS as an employee of the City, Consultant shall indemnify, defend, and hold harmless City for the payment of any employee and/or employer contributions for PERS benefits on behalf of Consultant or its employees, agents, or subcontractors, as well as for the payment of any penalties and interest on such contributions, which would otherwise be the responsibility of City. Notwithstanding any other agency, state or federal policy, rule, regulation, law or ordinance to the contrary, Consultant and any of its employees, agents, and subcontractors providing service under this Agreement shall not qualify for or become entitled to, and hereby agree to waive any claims to, any compensation, benefit, or any incident of employment by City, including but not limited to eligibility to enroll in PERS as an employee of City and entitlement to any contribution to be paid by City for employer contribution and/or employee contributions for PERS benefits. 6.11. Cooperation. In the event any claim or action is brought against City relating to Consultant's performance or services rendered under this Agreement, Consultant shall render any reasonable assistance and cooperation which City might require. 6.12. Ownership of Documents. All findings, reports, documents, information and data including, but not limited to, computer tapes or discs, files and tapes furnished or prepared by Consultant or any of its subcontractors in the course of performance of this Agreement, shall be and remain the sole property of City. Consultant agrees that any such documents or information shall not be made available to any individual or organization without the prior consent of City. Any use of such documents for other projects not contemplated by this Agreement, and any use of incomplete documents, shall be at the sole risk of City and without liability or legal exposure to Consultant. City shall indemnify and hold harmless Consultant from all claims, damages, losses, and expenses, including attorneys' fees, arising out of or resulting from City's use of such documents for other projects not contemplated by this Agreement or use of incomplete documents furnished by Consultant. Consultant shall deliver to City any findings, reports, documents, information, data, in any form, including but not limited to, computer tapes, discs, files audio tapes or any other related items as requested by City or its authorized representative, at no additional cost to the City. Consultant or Consultant's agents shall execute such documents as may be necessary from time to time to confirm City's ownership of the copyright in such documents. Revised August 2019 9 Emergency Vehicle Group 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. Parts should be listed by: • Part Number; • Part Description; and • Unit Price of Part. Core Accountin 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 documentation verifying denial, a copy of the work order, and an invoice requesting reimbursement for that denied cost. The information should be forwarded to West Covina Fleet Services Coordinator. Warrantv Repairs The Contractor must ensure that all vehicle manufacturer warranty work is accomplished to guarantee compliance with necessary warranty requirements. West Covina Fleet Services Coordinator shall communicate the warranty status of all apparatus. The Contractor shall notify West Covina Fleet Services Coordinator when a warranty repair is required and work with Fleet Services Coordinator to determine the best course of action. The West Covina Fleet Services Coordinator 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. 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. Oriqinal Equipment Manufacturer (OEM) Warranty if the Contractor is a dealer or distributor of the part or component being repaired or replaced, the Contractor will, at no cost to the City, recapture the warranty from the OEM. If that repair or part had been charged to the City, the Contractor will credit that cost to the City account. Updated August 2019 21 Velocity Truck Centers Warrantv Claims The Contractor shall be responsible for submitting claims for reimbursement to the manufacturer or supplier, including defending claims. Further, the Contractor shall be responsible for pursuing claims that have been denied, at the direction of West Covina Fleet Services Coordinator. Quarterlv Meetings The Contractor shall conduct quarterly meetings to discuss work performed during the previous quarter. Contactor shall provide work summaries for all work performed during the previous quarter. The meetings will be held at the West Covina Public Services Maintenance Yard locates at 825 S. Sunset Ave., West Covina, CA 91790. Updated August 2019 22 Velocity Truck Centers EXHIBIT B FEE SCHEDULE Updated August 2019 23 Velocity Truck Centers 0 0 • - Rate for all items listed in this request for quotes to be inclusive with all labor, shop fees, management fees, and environmental fees as described in Section 7 Scope of Services of the Standards Specifications, and all other items as listed in the specifications. Rate for directed work items such as maintenance, mechanical repairs, component replacement and reconditioning as described above. Standard hourly rate: $ 125.00 Overtime hourly rate: $ 165.00 Rate for emergency conditions (after hours) work items such as mechanical repairs, component replacement and reconditioning. Vendor to provide written description of emergency conditions, procedures and hours for applications of stated rates. Emergency hourly rate: $ 165.00 Please note that we will provide a price list upon request. We will offer a List Price Discount Percentage. On OE Proprietary Parts List Less 34% On Aftermarket Parts List Less 63% Parts Markup % (indicate publication & price base (i.e. wholesale, dealer cost, list cost, etc.) Lo Angeles Truck Centers, LLC dba: Velocity Truck Centers Vendor company name Updated August 2019 24 Velocity Truck Centers 6.13. Electronic Safeguards. Contractor shall identify reasonably foreseeable internal and external risks to the privacy and security of personal information that could result in the unauthorized disclosure, misuse, alteration, destruction or other compromise of the information. Contractor shall regularly assess the sufficiency of any safeguards and information security awareness training in place to control reasonably foreseeable internal and external risks, and evaluate and adjust those safeguards in light of the assessment. 6.14. Economic Interest Statement. Consultant hereby acknowledges that pursuant to Government Code Section 87300 and the Conflict of Interest Code adopted by City, Consultant is designated in said Conflict of Interest Code and is therefore required to file an Economic Interest Statement (Form 700) with the City Clerk, for each employee providing advice under this Agreement, prior to the commencement of work, unless waived by the City Manager. 6.15. Conflict of Interest. Consultant and its officers, employees, associates and subconsultants, if any, will comply with all conflict of interest statutes of the State of California applicable to Consultant's services under this agreement, including, but not limited to, the Political Reform Act of 1974 (Government Code Section 81000, et seq.) and Government Code Sections 1090-1092. Consultant covenants that none of Consultant's officers or principals have any interest in, or shall acquire any interest, directly or indirectly, which will conflict in any manner or degree with the performance of the services hereunder, including in any manner in violation of the Political Reform Act. Consultant further covenants that in the performance of this Agreement, no person having such interest shall be used by Consultant as an officer, employee, agent, or subconsultant. Consultant further covenants that Consultant has not contracted with nor is performing any services, directly or indirectly, with any developer(s) and/or property owner(s) and/or firm(s) and/or partnership(s) owning property in the City and further covenants and agrees that Consultant and/or its subconsultants shall provide no service or enter into any agreement or agreements with a/any developer(s) and/or property owner(s) and/or firm(s) and/or partnership(s) owning property in the City prior to the completion of the work under this Agreement. 6.16. Prohibited Employment. Consultant will not employ any regular employee of City while this Agreement is in effect. 6.17. Order of Precedence. In the event of an inconsistency in this Agreement and any of the attached Exhibits, the terms set forth in this Agreement shall prevail. If, and to the extent this Agreement incorporates by reference any provision of any document, such provision shall be deemed a part of this Agreement. Nevertheless, if there is any conflict among the terms and conditions of this Agreement and those of any such provision or provisions so incorporated by reference, this Agreement shall govern over the document referenced. 6.18. Costs. Each party shall bear its own costs and fees incurred in the preparation and negotiation of this Agreement and in the performance of its obligations hereunder except as expressly provided herein. 6.19. No Third Party Beneficiary Rights. This Agreement is entered into for the sole benefit of City and Consultant and no other parties are intended to be direct or incidental beneficiaries of this Agreement and no third party shall have any right in, under or to this Agreement. 6.20. Headings. Paragraphs and subparagraph headings contained in this Agreement are included solely for convenience and are not intended to modify, explain or to be a full or accurate description of the content thereof and shall not in any way affect the meaning or interpretation of this Agreement. Revised August 2019 10 Emergency Vehicle Group 6.21. Amendments. Only a writing executed by the parties hereto or their respective successors and assigns may amend this Agreement. 6.22. Waiver. The delay or failure of either party at any time to require performance or compliance by the other of any of its obligations or agreements shall in no way be deemed a waiver of those rights to require such performance or compliance. No waiver of any provision of this Agreement shall be effective unless in writing and signed by a duly authorized representative of the party against whom enforcement of a waiver is sought. The waiver of any right or remedy in respect to any occurrence or event shall not be deemed a waiver of any right or remedy in respect to any other occurrence or event, nor shall any waiver constitute a continuing waiver. 6.23. Severability. If any provision of this Agreement is determined by a court of competent jurisdiction to be unenforceable in any circumstance, such determination shall not affect the validity or enforceability of the remaining terms and provisions hereof or of the offending provision in any other circumstance. Notwithstanding the foregoing, if the value of this Agreement, based upon the substantial benefit of the bargain for any party, is materially impaired, which determination made by the presiding court or arbitrator of competent jurisdiction shall be binding, then both parties agree to substitute such provision(s) through good faith negotiations. 6.24. Counterparts and Electronic Signatures. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original. All counterparts shall be construed together and shall constitute one agreement. Counterpart written signatures may be transmitted by facsimile, email or other electronic means and have the same legal effect as if they were original signatures. 6.25. Corporate Authority. The persons executing this Agreement on behalf of the parties hereto warrant that they are duly authorized to execute this Agreement on behalf of said parties and that by doing so the parties hereto are formally bound to the provisions of this Agreement. 6.26 Taxpaver Identification Number. Consultant shall provide City with a complete Request for Taxpayer Identification Number and Certification, Form W9, as issued by the Internal Revenue Service. [SIGNATURE PAGE FOLLOWS] Revised August 2019 11 Emergency Vehicle Group IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by and through their respective authorized officers, as of the date first above written. CITY OF WEST COVINA, A municipal corporation Date: David Carmany City Manager CONSULTANT - , 1 /t K, Date: % S' 120 2—t� Travis Gnnstead President and Corporate Secretary ATTEST Lisa Sherrick Assistant City Clerk APPROVED AS TO FORM: Thomas P. Duarte City Attorney APPROVED AS TO INSURANCE: Helen Tran Risk Management Date: Date: Revised August 2019 12 Emergency Vehicle Group EXHIBIT A SCOPE OF SERVICES Revised August 2019 13 Emergency Vehicle Group SCOPE OF SERVICE The Contractor shall furnish all necessary supervision, labor, tools, parts, equipment and location required to perform inspections, maintenance, repairs and testing of the West Covina Fire, Rescue and Emergency fleet of fire apparatus and ambulances plus heavy equipment. 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, Contractor personnel performing maintenance or repair on fire apparatus shall meet the qualifications administered by the National Institute for Automotive Service Excellence (ASE) for Medium/Heavy Truck certification(s) appropriate for the system or component (Certifications T1 through T8), as demonstrated by current ASE certification or CFM/EVT (Fire Apparatus) certification. 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, timely maintenance and repair services to correct deficiencies and return the vehicle to an in-service status. Facilities and Work Sites The 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 Services Coordinator. The 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. Fire Apparatus and Ambulance 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. 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, ambulances or heavy 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. Revised August 2019 14 Emergency Vehicle Group Maintenance Schedulina and Completion The West Covina Fleet Services Coordinator shall contact the Contractor to schedule apparatus/heavy equipment due for service. The location at which services will be performed shall be determined between the West Covina Fleet Services Coordinator 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 West Covina Fleet Services Coordinator 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. Notifications and Communication It shall be the responsibility of the West Covina Fleet Services Coordinator to notify affected City worksites and station personnel of scheduled service of apparatus/heavy equipment. In the event the contractor must pick up a piece of apparatus/heavy equipment at 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). Inspection and Maintenance Completion The Contractor is responsible for the timely inspection and maintenance of the City's fire apparatus, ambulances, and heavy equipment and the return of each unit to an in- service status. With the exception of 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/heavy equipment. The West Covina 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 West Covina Fleet Services Coordinator immediately. Revised August 2019 15 Emergency Vehicle Group 2. 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 West Covina Fleet Services Coordinator. 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 West Covina Fleet Services Coordinator immediately. 3. 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 West Covina Fleet Services Coordinator immediately. 4. Non -Priority Repairs: Non -priority repairs shall be resolved within five (5) business days upon notification to the Contractor. The Contractor and the LCFR Apparatus Officer will determine where these types of repairs will be performed. If additional time is needed for repairs the Contractor shall notify the West Covina Fleet Services Coordinator immediately. The following establishes the level of services to be provided by the Contractor. The Contractor shall work with the City's Fleet Services Coordinator to determine the level of inspection and preventative maintenance and the required service interval for each fire apparatus, ambulance or heavy equipment that the City operates. 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 — Heavy Apparatus. Includes inspection and preventative maintenance that may be required for all apparatus components and systems. 2. Quarterly Inspection and Preventative Maintenance — Light Apparatus. Includes inspection and preventative maintenance that may be required for all apparatus components and systems. 3. Semi -Annual Inspection and Preventative Maintenance — Heavy Apparatus. Includes inspection and preventative maintenance that may be required for all apparatus components and systems. 4. Semi -Annual Inspection and Preventative Maintenance — Light Apparatus. Includes inspection and preventative maintenance that may be required for all apparatus components and systems. Revised August 2019 16 Emergency Vehicle Group 11/16/2020 Print Staff Report services. The RFQ was posted on Planet Bids. On January 23, 2020, five quotes were received from the following vendors: Vendor ocation Valley Power System ity of Industry, CA Southern California Fleet Services orona, CA Emergency Vehicle Group knaheim, CA South Coast Emergency ntario, CA elocity Truck Center Whittier, CA The hourly rate are as follows: Vendor ourly Rate After Hours Hourly Rate Valley Power System $95.00 $142.50 + mileage Southern California Fleet Services $105.00 $120.00 Emergency Vehicle Group $105.00 $157.00 South Coast Emergency $125.00 $130.00 elocity Truck Center $125.00 $165.00 OPTIONS: The City Council has the following options: 1. Adopt staff's recommendation; 2. Provide alternative direction. Fiscal Impact FISCAL IMPACT: The funds have been budgeted as part of the Fiscal Year 2019 - 20 budget. General repairs are annually funded under account 365.61.4170.6329 in the amount of $600,000. Fire and heavy equipment repairs are averaging approximately $200,000 annually. Uninsured loss repairs are annually funded under account 365.61.4170.6417 in the amount of $400,000 and repairs are averaging approximately $100,000 annually. Attachments Attachment No. 1 - Emergency Vehicle Group Agreement Attachment No. 2 - South Coast Emergency Vehicle Service Inc. Agreement Attachment No. 3 Southern California Fleet Services, Inc. Agreement Attachment No. 4 Valley Power Systems Agreement Attachment No. 5 - Velocity Truck Centers Agreement CITY Achieve Fiscal Sustainability and Financial Stability COUNCIL Protect Public Safety https://destinyhosted.com/print_ag_memo.cfm?seq=667&rev_num=0&mode=Extemal&reloaded=true&id=93762 2/3 5. Annual Inspection and Preventative Maintenance — Heavy Apparatus. Includes inspection and preventative maintenance that may be required for all apparatus components and systems. 6. Annual Inspection and Preventative Maintenance — Light Apparatus. Includes inspection and preventative maintenance that may be required for all apparatus components and systems. 7. Annual Performance and Certification Testing. 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. 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. Non -Priority Repairs will be approved by West Covina Fleet Services Coordinator 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 West Covina Fleet Services Coordinator. 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: 1. Date services were performed; 2. Name of the technician that performed the services; 3. Location where services were performed; 4. Vehicle Number; 5. Apparatus Manufacturer; 6. Apparatus Make; Apparatus Model 7. Manufacturer Job Number or Serial Number; 8. Odometer Reading In; 9. Odometer Reading Out; and 10. Engine Hours Revised August 2019 17 Emergency Vehicle Group VEHICLE MAINTENANCE AND REPAIR The Contractor shall perform scheduled preventive, recurring maintenance, repair and replacements for the fire apparatus and ambulances included in this Contract as directed by the Fleet Services Coordinator. All maintenance activities for this equipment shall comply with the manufacturer's recommendations including warranties. Maintenance intervals shall comply with the manufacturer's recommended severe service schedule based on mileage, hours of operation, or time in service since the previous maintenance as approved by the Fleet Services Coordinator. Inspection and Preventive Maintenance Service The objectives of inspection and preventative maintenance service are to ensure that: (a) fire apparatus and ambulances safely operate to the next scheduled service without a failure; and (b) component service life is maximized. All minor deferred repairs will be completed during the inspection and preventative maintenance service. Inspection and preventative maintenance services shall include fluid analyses including oil and transmission fluid and, if requested by Fleet Services Coordinator, coolant. Recurring Maintenance Recurring maintenance is the act of servicing a fire apparatus, ambulance or a component in order to keep the vehicle and its components in proper operating condition, and to prevent failure or breakdown. Task examples include, but are not limited to, lamp and gauge replacement, scheduled oil changes, coolant and pneumatic hose replacement, belt replacement and adjustment, windshield wiper replacement, brake adjustments, system and component adjustments and calibration, and fastener replacement. Repair and Replacement Repair is the work necessary to restore a fire apparatus, ambulance or a component to sound condition after failure or damage. Replacement is the work necessary to remove an unserviceable item and install a serviceable counterpart in its place. Original equipment manufacturer (OEM) parts and supplies shall be used on repairs and replacements required on equipment included in this Contract. Major Repairs All major repairs not performed by the Contractor shall be performed by a repair facility authorized by the manufacturer to perform such work. Re -Assembly the Contractor shall ensure that all re -assembly tasks performed after any required vehicle repair maintain the vehicle's OEM configurations as originally received from the manufacturer. System examples include, but are not limited to, the wiring and clamping, pump system pressures and flows, hydraulic system pressures, hose and orifice sizing, ladder table and ladder mounts. Repair Approvals the Contractor shall have specific pre -approval Revised August 2019 18 Emergency Vehicle Group from the West Covina Fleet Services Coordinator prior to completing repairs. In obtaining approval, the Contractor shall advise the Fleet Services Coordinator 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: • Estimated time • Parts cost • Part numbers Modifications No modifications may be made by the Contractor to any component, system or piece of equipment maintained under any resulting Contract unless, and until, specific written authorization is provided by the West Covina Fleet Services Coordinator. A pre - approved cost estimate and individual work order issued for the modification tasks are also required before City approval. Apparatus or Equipment Damage No accident damage may be repaired until the Contractor receives written authorization from the City. Any damage noted by the Contractor during an inspection shall be immediately reported to the West Covina Fleet Services Coordinator. 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. 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 operational location of the equipment. The proposed repair facility shall be acceptable to West Covina Fleet Services Coordinator. A pre -approved cost estimate, schedule and individual work order for the damage repair tasks are also required before City approval. City Inspections The Contractor shall advise the West Covina Fleet Services Coordinator within one (1) hour of the completion of repairs or replacements on any fire apparatus or ambulance. The Fleet Services Coordinator reserves the right to send a representative to perform a quality control acceptance inspection of all equipment repairs or replacements. Revised August 2019 19 Emergency Vehicle Group EMERGENCY CALL RESPONSE FOR PRIORITY REPAIRS General 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. Emeraencv 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 will provide the West Covina Fleet Services Coordinator 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. 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. Parts Inventory The Contractor shall maintain reasonable inventory levels at its facility to assure timely repair of the City's fire apparatus and ambulances. 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. 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. Revised August 2019 20 Emergency Vehicle Group 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. Parts should be listed by: • Part Number; • Part Description; and • Unit Price of Part. Core Accountin 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 documentation verifying denial, a copy of the work order, and an invoice requesting reimbursement for that denied cost. The information should be forwarded to West Covina Fleet Services Coordinator. Warrantv Repairs The Contractor must ensure that all vehicle manufacturer warranty work is accomplished to guarantee compliance with necessary warranty requirements. West Covina Fleet Services Coordinator shall communicate the warranty status of all apparatus. The Contractor shall notify West Covina Fleet Services Coordinator when a warranty repair is required and work with Fleet Services Coordinator to determine the best course of action. The West Covina Fleet Services Coordinator 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. 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. Oriqinal Equipment Manufacturer (OEM) Warranty if the Contractor is a dealer or distributor of the part or component being repaired or replaced, the Contractor will, at no cost to the City, recapture the warranty from the OEM. If that repair or part had been charged to the City, the Contractor will credit that cost to the City account. Revised August 2019 21 Emergency Vehicle Group Warrantv Claims The Contractor shall be responsible for submitting claims for reimbursement to the manufacturer or supplier, including defending claims. Further, the Contractor shall be responsible for pursuing claims that have been denied, at the direction of West Covina Fleet Services Coordinator. Quarterlv Meetings The Contractor shall conduct quarterly meetings to discuss work performed during the previous quarter. Contactor shall provide work summaries for all work performed during the previous quarter. The meetings will be held at the West Covina Public Services Maintenance Yard locates at 825 S. Sunset Ave., West Covina, CA 91790. Revised August 2019 22 Emergency Vehicle Group EXHIBIT B FEE SCHEDULE Revised August 2019 23 Emergency Vehicle Group QUOTE FORM Rate for all items listed in this request for quotes to be inclusive with all labor, shop fees, management fees, and environmental fees as described in Section 7 Scope of Services of the Standards Specifications, and all other items as listed in the specifications. Rate for directed work items such as maintenance, mechanical repairs, component replacement and reconditioning as described above. Standard hourly rate: $ 105.00 Overtime hourly rate: $ 157.00 Rate for emergency conditions (after hours) work items such as mechanical repairs, component replacement and reconditioning. Vendor to provide written description of emergency conditions, procedures and hours for applications of stated rates. Emergency hourly rate: $ 157.00 Parts Markup 20 % (indicate publication & price base (i.e. wholesale, dealer cost, list cost, etc.) Emergency Vehicle Group, Inc. Vendor company name Revised August 2019 24 Emergency Vehicle Group ATTACHMENT NO. 2 CITY OF WEST COVINA PROFESSIONAL SERVICES AGREEMENT WITH SOUTH COAST EMERGENCY VEHICLE SERVICE, INC. FOR FIRE APPARATUS AND HEAVY EQUIPMENT MAINTENANCE & REPAIR THIS AGREEMENT is made and entered into this 18th day of February. 2020 ("Effective Date"), by and between the CITY OF WEST COVINA;, a municipal corporation ("City"), and "SOUTH COAST EMERGENCY VEHICLE SERVICE, INC.", a California Corporation ("Consultant"). WITNESSETH: A. WHEREAS, City proposes to utilize the services of Consultant as an independent contractor to City for Fire Apparatus and Heavy Equipment Maintenance and Repair, as more fully described herein; and B. WHEREAS, Consultant represents that it has that degree of specialized expertise contemplated within California Government Code Section 37103, and holds all necessary licenses to practice and perform the services herein contemplated, except that if Consultant is required to but does not yet hold a City business license, it will promptly obtain a business license and will not provide services to the ClIty until it has done so;;and C. WHEREAS, City and Consultant desire to contract for the specific services described in Exhibit "A" and desire to set forth their rights, duties and liabilities in connection with the services to be performed; and D. WHEREAS, no official or employee of City has a financial interest, within the provisions of Sections 1090-1092 of the California Government Code, in the subject matter of this Agreement. E. WHEREAS, Consultant responded to the City's Request for Proposals dated December 17, 2019, incorporated via this reference as if fully set forth herein, and Consultant's response to the Request for Proposals was a material inducement to the City ultimately entering into this agreement. NOW, THEREFORE, for and in consideration of the mutual covenants and conditions contained herein, the parties hereby agree as follows: 1.0. SERVICES PROVIDED BY CONSULTANT 1.1. Scope of Services. Consultant shall provide the professional services described in the Scope of Services attached hereto as Exhibit "A," incorporated herein by this reference. 1.2. Professional Practices. All professional services to be provided by Consultant pursuant to this Agreement shall be provided by personnel experienced in their respective fields and in a manner consistent with the standards of care, diligence and skill ordinarily exercised by professional consultants in similar fields and circumstances in accordance with sound professional practices. Consultant also warrants that it is familiar with all laws that may affect its performance of this Agreement and shall advise City of any changes in any laws that may affect Consultant's performance of this Agreement. Consultant shall keep itself informed of State and Revi8edAu9ust2019 1 South Coast Emergency Vehicle Service Federal laws and regulations which in any manner affect those employed by it or in any way affect the performance of its service pursuant to this Agreement. The Consultant shall at all times observe and comply with all such laws and regulations. City officers and employees shall not be liable at law or in equity for any claims or damages occurring as a result of failure of the Consultant to comply with this section. 1.3. Performance to Satisfaction of Citv. Consultant agrees to perform all the work to the reasonable satisfaction of the City. Evaluations of the work will be conducted by the City Manager or his or her designee. If the quality of work is not satisfactory, City in its discretion has the right to: (a) Meet with Consultant to review the quality of the work and resolve the matters of concern; (b) Require Consultant to repeat the work at no additional fee until it is satisfactory; and/or (c) Terminate the Agreement as hereinafter set forth. 1.4. Warranty. Consultant warrants that it shall perform the services required by this Agreement in compliance with all applicable Federal and California employment laws, including, but not limited to, those laws related to minimum hours and wages; occupational health and safety; fair employment and employment practices; workers' compensation; and all other Federal, State and local laws and ordinances applicable to the services required under this Agreement. 1.5. Non-discrimination. In performing this Agreement, Consultant shall not engage in, nor permit its agents to engage in, discrimination in employment of persons because of their race, religion, color, national origin, ancestry, age, physical or mental disability, medical condition, genetic information, pregnancy, marital status, sex, gender, gender identity, gender expression, sexual orientation, or military or veteran status, except as permitted pursuant to Section 12940 of the Government Code. 1.6. Non -Exclusive Agreement. Consultant acknowledges that City may enter into agreements with other consultants for services similar to the services that are subject to this Agreement or may have its own employees perform services similar to those services contemplated by this Agreement. 1.7. Confidentiality. Employees of Consultant in the course of their duties may have access to financial, accounting, statistical, and personnel data of private individuals and employees of City. Consultant covenants that all data, documents, discussion, or other Information developed or received by Consultant or provided for performance of this Agreement are deemed confidential and shall not be disclosed by Consultant without written authorization by City. City shall grant such authorization if disclosure is required by law. All City data shall be returned to City upon the termination of this Agreement. Consultant's covenant under this Section shall survive the termination of this Agreement. 1.8 Public Records Act Disclosure. Consultant has been advised and is aware that this Agreement and all reports, documents, information and data, including, but not limited to, computer tapes, discs or files furnished or prepared by Consultant, or any of its subcontractors, pursuant to this Agreement and provided to City may be subject to public disclosure as required by the California Public Records Act (California Government Code Section 6250 et seq.). Exceptions to public disclosure may be those documents or information that qualify as trade secrets, as that term is defined in California Government Code Section 6254.7, and of which Revised August 2019 2 South Coast Emergency Vehicle Service 11/16/2020 Print Staff Report GOALS & OBJECTIVES: https://destinyhosted.com/print_ag_memo.cfm?seq=667&rev_num=0&mode=Extemal&reloaded=true&id=93762 3/3 Consultant informs City of such trade secret. The City will endeavor to maintain as confidential all information obtained by it that is designated as a trade secret. The City shall not, in any way, be liable or responsible for the disclosure of any trade secret including, without limitation, those records so marked if disclosure is deemed to be required by law or by order of the court. 2.0. COMPENSATION AND BILLING 2.1. Compensation. Consultant shall be paid in accordance with the fee schedule set forth in Exhibit "B," attached hereto and made a part of this Agreement (the "Fee Schedule"). Consultant's total compensation shall have no minimum and shall not exceed One Hundred Thousand Dollars ($100,000) a year. 2.2. Additional Services. Consultant shall not receive compensation for any services provided outside the scope of services unless the City, prior to Consultant performing the additional services, approves such additional services in writing. It is specifically understood that oral requests and/or approvals of such additional services or additional compensation shall be barred and are unenforceable. Should the City request in writing additional services that increase the Scope of Services, an additional fee based upon the Consultant's standard hourly rates shall be paid to the Consultant for such additional services. Such increase in additional fees shall be limited to 25% of the total contract sum or to the maximum total contract amount of $25,000, whichever is greater. The Department Head or City Manager is authorized to approve a Change Order for such additional services. 2.3. Method of Billing. Consultant may submit invoices to the City for approval on a progress basis, but no more often than once a month. Said invoice shall be based on the total of all Consultant's services which have been completed to City's sole satisfaction. City shall pay Consultant's invoice within forty-five (45) days from the date City receives said invoice. Each invoice shall describe in detail the services performed, the date of performance, and the associated time for completion. Any additional services approved and performed pursuant to this Agreement shall be designated as "Additional Services" and shall identify the number of the authorized change order, where applicable, on all invoices. 2.4. Records and Audits. Records of Consultant's services relating to this Agreement shall be maintained in accordance with generally recognized accounting principles and shall be made available to City for inspection and/or audit at mutually convenient times from the Effective Date until three (3) years after the termination or expiration of this Agreement. 3.0. TIME OF PERFORMANCE 3.1. Commencement and Completion of Work. Unless otherwise agreed to by the parties, the professional services to be performed pursuant to this Agreement shall commence within five (5) days from the Effective Date of this Agreement. Failure to commence work in a timely manner and/or diligently pursue work to completion may be grounds for termination of this Agreement. 3.2. Excusable Delays. Neither party shall be responsible for delays or lack of performance resulting from acts beyond the reasonable control of the party or parties. Such acts shall include, but not be limited to, acts of God, fire, strikes, material shortages, compliance with laws or regulations, riots, acts of war, or any other conditions beyond the reasonable control of a party. If a delay beyond the control of the Consultant is encountered, a time extension may be mutually agreed upon in writing by the City and the Consultant. The Consultant shall present documentation satisfactory to the City to substantiate any request for a time extension. Revised August 2019 3 South Coast Emergency Vehicle Service 4.0. TERM AND TERMINATION 4.1. Term. This Agreement shall commence on the Effective Date and continue for a period of Thity-Six (36) months, ending on February 18, 2023, unless previously terminated as provided herein or as otherwise agreed to in writing by the parties. Thereafter, this Agreement may be extended for a maximum of two (2) successive one (1) year periods. Such extensions, if any, will be evidenced by a written amendment to this Agreement. 4.2. Notice of Termination. The City reserves and has the right and privilege of canceling, suspending or abandoning the execution of all or any part of the work contemplated by this Agreement, with or without cause, at any time, by providing at least fifteen (15) days prior written notice to Consultant. In the event of such termination, Consultant shall immediately stop rendering services under this Agreement unless directed otherwise by the City. If the City suspends, terminates or abandons a portion of this Agreement such suspension, termination or abandonment shall not make void or invalidate the remainder of this Agreement. If the Consultant defaults in the performance of any of the terms or conditions of this Agreement, it shall have ten (10) days after service upon it of written notice of such default in which to cure the default by rendering a satisfactory performance. In the event that the Consultant fails to cure its default within such period of time, the City shall have the right, notwithstanding any other provision of this Agreement, to terminate this Agreement without further notice and without prejudice to any other remedy to which it may be entitled to at law, in equity, or under this Agreement. The City also shall have the right, notwithstanding any other provisions of this Agreement, to terminate this Agreement, at its option and without prejudice to any other remedy to which it may be entitled to at law, in equity, or under this Agreement, immediately upon service of written notice of termination on the Consultant, if the latter should: a. Be adjudged a bankrupt; b. Become insolvent or have a receiver of its assets or property appointed because of insolvency; C. Make a general assignment for the benefit of creditors; d. Default in the performance of any obligation or payment of any indebtedness under this Agreement; e. Suffer any judgment against it to remain unsatisfied or unbonded of record for thirty (30) days or longer; or f. Institute or suffer to be instituted any procedures for reorganization or rearrangement of its affairs. 4.3. Compensation. In the event of termination, City shall pay Consultant for reasonable costs incurred and professional services satisfactorily performed up to and including the effective date of the City's written notice of termination, within forty-five (45) days after the effective date of the notice of termination or the final invoice of the Consultant, whichever occurs last. Compensation for work in progress shall be prorated based on the percentage of work completed as of the effective date of termination in accordance with the fees set forth herein. Revised August 2019 4 South Coast Emergency Vehicle Service 4.4. Documents. In the event of termination of this Agreement, all documents prepared by Consultant in its performance of this Agreement including, but not limited to, finished or unfinished design, development and construction documents, data studies, drawings, maps and reports, shall be delivered to the City within ten (10) days of the effective date of the notice of termination, at no cost to City. 5.0. INSURANCE 5.1. Minimum Scope and Limits of Insurance. Consultant shall obtain, maintain, and keep in full force and effect during the life of this Agreement all of the following minimum scope of insurance coverages with an insurance company admitted to do business in California, with a current A.M. Best's rating of no less than A:VII, and approved by City: (a) Broad -form commercial general liability, including premises -operations, products/completed operations, broad form property damage, blanket contractual liability, independent contractors, personal injury or bodily injury with a policy limit of not less than Two Million Dollars ($2,000,000.00), combined single limits, per occurrence. If such insurance contains a general aggregate limit, it shall apply separately to this Agreement or shall be twice the required occurrence limit. (b) Business automobile liability for owned vehicles, hired, and non -owned vehicles, with a policy limit of not less than One Million Dollars ($1,000,000.00), combined single limits, per accident for bodily injury and property damage. (c) Workers' compensation insurance as required by the State of California, with Statutory Limits, and Employer's Liability Insurance with a limit of no less than One Million Dollars ($1,000,000.00) per accident for bodily injury or disease. Consultant agrees to waive, and to obtain endorsements from its workers' compensation insurer waiving subrogation rights under its workers' compensation insurance policy against the City, its officers, agents, employees, and volunteers for losses arising from work performed by Consultant for the City and to require each of its subcontractors, if any, to do likewise under their workers' compensation insurance policies. By execution of this Agreement, the Consultant certifies as follows: I am aware of, and will comply with, Section 3700 of the Labor Code, requiring every employer to be insured against liability of Workers' Compensation or to undertake self-insurance before commencing any of the work. The Consultant shall also comply with Section 3800 of the Labor Code by securing, paying for and maintaining in full force and effect for the duration of this Agreement, complete Workers' Compensation Insurance, and shall furnish a Certificate of Insurance to the City before execution of this Agreement by the City. The City, its officers and employees shall not be responsible for any claims in law or equity occasioned by failure of the consultant to comply with this section. (d) Professional errors and omissions ("E&O") liability insurance with policy limits of not less than One Million Dollars ($1,000,000.00), combined single Revised August 2019 5 South Coast Emergency Vehlcle Service limits, per occurrence or claim, and Two Million Dollars ($2,000,000.00) aggregate. Architects' and engineers' coverage shall be endorsed to include contractual liability. If the policy is written as a "claims made" policy, the retroactivity date shall be prior to the start of the work set forth herein. Consultant shall obtain and maintain said E&O liability insurance during the life of this Agreement and for five (5) years after completion of the work hereunder. If coverage is canceled or non -renewed, and not replaced with another claims -made policy form with a retroactive date prior to the effective date of this Agreement, Consultant shall purchase "extended reporting" coverage for a minimum of five (5) years after completion of the work. If the Consultant maintains higher limits or has broader coverage than the minimums shown above, the City requires and shall be entitled to all coverage, and to the higher limits maintained by the Consultant. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City. 5.2. Endorsements. The insurance policies are to contain, or be endorsed to contain, the following provisions: (a) Additional Insureds: The City of West Covina and its elected and appointed boards, officers, officials, agents, employees, and volunteers are additional insureds with respect to: liability arising out of activities performed by or on behalf of the Consultant pursuant to its contract with the City; products and completed operations of the Consultant; premises owned, occupied or used by the Consultant; automobiles owned, leased, hired, or borrowed by the Consultant. (b) Notice of Cancelation: Each insurance policy required above shall provide that coverage shall not be canceled, except with notice to the City. (c) Primary Coverage: The Consultant's insurance coverage shall be primary insurance as respects the City of West Covina, its officers, officials, agents, employees, and volunteers. Any other insurance maintained by the City of West Covina shall be excess and not contributing with the insurance provided by this policy. (d) Waiver of Subrogation: Consultant hereby grants to City a waiver of any right to subrogation which any insurer of said Consultant may acquire against the City by virtue of the payment of any loss under such insurance. Consultant agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not the City has received a waiver of subrogation endorsement from the insurer. (e) Coverage Not Affected: Any failure to comply with the reporting provisions of the policies shall not affect coverage provided to the City of West Covina, its officers, officials, agents, employees, and volunteers. (f) Coverage Applies Separately: The Consultant's insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability. Revised August 2019 6 South Coast Emergency Vehicle Service 5.3. Deductible or Self Insured Retention. If any of such policies provide for a deductible or self -insured retention to provide such coverage, the amount of such deductible or self -insured retention shall be approved in advance by City. The City may require the Consultant to purchase coverage with a lower retention or provide proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention. The policy language shall provide, or be endorsed to provide, that the self -insured retention may be satisfied by either the named insured or City. 5.4. Certificates of Insurance. Consultant shall provide to City certificates of insurance showing the insurance coverages and required endorsements described above, in a form and content approved by City, prior to performing any services under this Agreement. The City reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time. 5.5. Non -limiting. Nothing in this Section shall be construed as limiting in any way the indemnification provision contained in this Agreement. 6.0. GENERAL PROVISIONS 6.1. Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to any matter referenced herein and supersedes any and all other prior writings and oral negotiations. This Agreement may be modified only in writing, and signed by the parties in Interest at the time of such modification. 6.2. Representatives. The City Manager or his or her designee shall be the representative of City for purposes of this Agreement and may issue all consents, approvals, directives and agreements on behalf of the City, called for by this Agreement, except as otherwise expressly provided in this Agreement. Consultant shall designate a representative for purposes of this Agreement who shall be authorized to issue all consents, approvals, directives and agreements on behalf of Consultant called for by this Agreement, except as otherwise expressly provided in this Agreement. 6.3. Key Personnel. It is the intent of both parties to this Agreement that Consultant shall make available the professional services of Gary Luna who shall coordinate directly with City. Any substitution of key personnel must be approved in advance in writing by City's Representative. 6.4. Notices. Any notices, documents, correspondence or other communications concerning this Agreement or the work hereunder may be provided by personal delivery, Email or by U.S. mail. If by U.S. mail, it shall be addressed as set forth below and placed in a sealed envelope, postage prepaid, and deposited in the United States Postal Service. Such communication shall be deemed served or delivered: a) at the time of delivery if such communication is sent by personal delivery; b) at the time of transmission if such communication is sent by Email; and c) 72 hours after deposit in the U.S. Mail as reflected by the official U.S. postmark if such communication is sent through regular United States mail. Revised August 2019 7 South Coast Emergency Vehicle Service IF TO CONSULTANT: IF TO CITY: South Coast Emergency Vehicle City of West Covina Service 1444 West Garvey Ave. South 2020 S. Baker Ave West Covina, CA 91790 Ontario, CA 91761 Tel: (909) 930-2278 Tel: (626) 939-8789 Email: gluna(a)outhcoastfire.net Email: damartinez(a)westcovina.org Attn: Gary Luna Attn: Daniel Martinez 6.6. Attorneys' Fees. If litigation is brought by any party in connection with this Agreement against another party, the prevailing party shall be entitled to recover from the opposing party all costs and expenses, including reasonable attorneys' fees, incurred by the prevailing party in the exercise of any of its rights or remedies hereunder or the enforcement of any of the terms, conditions, or provisions hereof. 6.6. Governing Law. This Agreement shall be governed by and construed under the laws of the State of California without giving effect to that body of laws pertaining to conflict of laws. In the event of any legal action to enforce or interpret this Agreement, the parties hereto agree that the sole and exclusive venue shall be a court of competent jurisdiction located in Los Angeles County, California. 6.7. Assignment. Consultant shall not voluntarily or by operation of law assign, transfer, sublet or encumber all or any part of Consultant's interest in this Agreement without City's prior written consent. Any attempted assignment, transfer, subletting or encumbrance shall be void and shall constitute a breach of this Agreement and cause for termination of this Agreement. Regardless of City's consent, no subletting or assignment shall release Consultant of Consultant's obligation to perform all other obligations to be performed by Consultant hereunder for the term of this Agreement. 6.8. Indemnification and Hold Harmless. Consultant agrees to defend, indemnify, hold free and harmless the City, its elected and appointed officials, officers, agents and employees, at Consultant's sole expense, from and against any and all claims, demands, actions, suits or other legal proceedings brought against the City, its elected and appointed officials, officers, agents and employees arising out of the performance of the Consultant, its employees, and/or authorized subcontractors, of the work undertaken pursuant to this Agreement. The defense obligation provided for hereunder shall apply without any advance showing of negligence or wrongdoing by the Consultant, its employees, and/or authorized subcontractors, but shall be required whenever any claim, action, complaint, or suit asserts as its basis the negligence, errors, omissions or misconduct of the Consultant, its employees, and/or authorized subcontractors, and/or whenever any claim, action, complaint or suit asserts liability against the City, its elected and appointed officials, officers, agents and employees based upon the work performed by the Consultant, its employees, and/or authorized subcontractors under this Agreement, whether or not the Consultant, its employees, and/or authorized subcontractors are specifically named or otherwise asserted to be liable. Notwithstanding the foregoing, the Consultant shall not be liable for the defense or indemnification of the City for claims, actions, complaints or suits arising out of the sole active negligence or willful misconduct of the City. This provision shall supersede and replace all other indemnity provisions contained either in the City's specifications or Consultant's Proposal, which shall be of no force and effect. 6.9. Independent Contractor. Consultant is and shall be acting at all times as an independent contractor and not as an employee of City. Consultant shall have no power to incur any debt, obligation, or liability on behalf of City or otherwise act on behalf of City as an agent. Revised August 2019 8 South Coast Emergency Vehicle Service Neither City nor any of its agents shall have control over the conduct of Consultant or any of Consultant's employees, except as set forth in this Agreement. Consultant shall not, at any time, or in any manner, represent that it or any of its or employees are in any manner agents or employees of City. Consultant shall secure, at its sole expense, and be responsible for any and all payment of Income Tax, Social Security, State Disability Insurance Compensation, Unemployment Compensation, and other payroll deductions for Consultant and its officers, agents, and employees, and all business licenses, if any are required, in connection with the services to be performed hereunder. Consultant shall indemnify and hold City harmless from any and all taxes, assessments, penalties, and interest asserted against City by reason of the independent contractor relationship created by this Agreement. Consultant further agrees to indemnify and hold City harmless from any failure of Consultant to comply with the applicable worker's compensation laws. City shall have the right to offset against the amount of any fees due to Consultant under this Agreement any amount due to City from Consultant as a result of Consultant's failure to promptly pay to City any reimbursement or indemnification arising under this paragraph. 6.10. PERS Eliaibility Indemnification. In the event that Consultant or any employee, agent, or subcontractor of Consultant providing services under this Agreement claims or is determined by a court of competent jurisdiction or the California Public Employees Retirement System (PERS) to be eligible for enrollment in PERS as an employee of the City, Consultant shall indemnify, defend, and hold harmless City for the payment of any employee and/or employer contributions for PERS benefits on behalf of Consultant or its employees, agents, or subcontractors, as well as for the payment of any penalties and interest on such contributions, which would otherwise be the responsibility of City. Notwithstanding any other agency, state or federal policy, rule, regulation, law or ordinance to the contrary, Consultant and any of its employees, agents, and subcontractors providing service under this Agreement shall not qualify for or become entitled to, and hereby agree to waive any claims to, any compensation, benefit, or any incident of employment by City, including but not limited to eligibility to enroll in PERS as an employee of City and entitlement to any contribution to be paid by City for employer contribution and/or employee contributions for PERS benefits. 6.11. Cooperation. In the event any claim or action is brought against City relating to Consultant's performance or services rendered under this Agreement, Consultant shall render any reasonable assistance and cooperation which City might require. 6.12. Ownership of Documents. All findings, reports, documents, information and data including, but not limited to, computer tapes or discs, files and tapes furnished or prepared by Consultant or any of its subcontractors in the course of performance of this Agreement, shall be and remain the sole property of City. Consultant agrees that any such documents or information shall not be made available to any individual or organization without the prior consent of City. Any use of such documents for other projects not contemplated by this Agreement, and any use of incomplete documents, shall be at the sole risk of City and without liability or legal exposure to Consultant. City shall indemnify and hold harmless Consultant from all claims, damages, losses, and expenses, including attorneys' fees, arising out of or resulting from City's use of such documents for other projects not contemplated by this Agreement or use of incomplete documents furnished by Consultant. Consultant shall deliver to City any findings, reports, documents, information, data, in any form, including but not limited to, computer tapes, discs, files audio tapes or any other related items as requested by City or its authorized representative, at no additional cost to the City. Consultant or Consultant's agents shall execute such documents as may be necessary from time to time to confirm City's ownership of the copyright In such documents. Revised August 2019 9 South Coast Emergency Vehicle Service 6.13. Electronic Safeguards. Contractor shall identify reasonably foreseeable internal and external risks to the privacy and security of personal Information that could result in the unauthorized disclosure, misuse, alteration, destruction or other compromise of the information. Contractor shall regularly assess the sufficiency of any safeguards and information security awareness training in place to control reasonably foreseeable internal and external risks, and evaluate and adjust those safeguards in light of the assessment. 6.14. Economic Interest Statement. Consultant hereby acknowledges that pursuant to Government Code Section 87300 and the Conflict of Interest Code adopted by City, Consultant is designated in said Conflict of Interest Code and is therefore required to file an Economic Interest Statement (Form 700) with the City Clerk, for each employee providing advice under this Agreement, prior to the commencement of work, unless waived by the City Manager. 6.15. Conflict of Interest. Consultant and its officers, employees, associates and subconsultants, if any, will comply with all conflict of interest statutes of the State of California applicable to Consultant's services under this agreement, including, but not limited to, the Political Reform Act of 1974 (Government Code Section 81000, et seq.) and Government Code Sections 1090-1092. Consultant covenants that none of Consultant's officers or principals have any interest in, or shall acquire any interest, directly or indirectly, which will conflict in any manner or degree with the performance of the services hereunder, including in any manner in violation of the Political Reform Act. Consultant further covenants that in the performance of this Agreement, no person having such interest shall be used by Consultant as an officer, employee, agent, or subconsultant. Consultant further covenants that Consultant has not contracted with nor is performing any services, directly or indirectly, with any developer(s) and/or property owner(s) and/or firm(s) and/or partnership(s) owning property in the City and further covenants and agrees that Consultant and/or its subconsultants shall provide no service or enter into any agreement or agreements with a/any developer(s) and/or property owner(s) and/or firm(s) and/or partnership(s) owning property in the City prior to the completion of the work under this Agreement. 6.16. Prohibited Employment. Consultant will not employ any regular employee of City while this Agreement is in effect. 6.17. Order of Precedence. In the event of an inconsistency In this Agreement and any of the attached Exhibits, the terms set forth in this Agreement shall prevail. If, and to the extent this Agreement incorporates by reference any provision of any document, such provision shall be deemed a part of this Agreement. Nevertheless, if there is any conflict among the terms and conditions of this Agreement and those of any such provision or provisions so incorporated by reference, this Agreement shall govern over the document referenced. 6.18. Costs. Each party shall bear its own costs and fees incurred in the preparation and negotiation of this Agreement and in the performance of its obligations hereunder except as expressly provided herein. 6.19. No Third Party Beneficiary Rights. This Agreement is entered into for the sole benefit of City and Consultant and no other parties are intended to be direct or incidental beneficiaries of this Agreement and no third party shall have any right in, under or to this Agreement. 6.20. Headings. Paragraphs and subparagraph headings contained in this Agreement are included solely for convenience and are not intended to modify, explain or to be a full or accurate description of the content thereof and shall not in any way affect the meaning or interpretation of this Agreement. Revised August 2019 10 South Coast Emergency Vehicle Service 6.21. Amendments. Only a writing executed by the parties hereto or their respective successors and assigns may amend this Agreement. 6.22. Waiver. The delay or failure of either party at any time to require performance or compliance by the other of any of its obligations or agreements shall in no way be deemed a waiver of those rights to require such performance or compliance. No waiver of any provision of this Agreement shall be effective unless in writing and signed by a duly authorized representative of the party against whom enforcement of a waiver is sought. The waiver of any right or remedy in respect to any occurrence or event shall not be deemed a waiver of any right or remedy in respect to any other occurrence or event, nor shall any waiver constitute a continuing waiver. 6.23. Severability. If any provision of this Agreement is determined by a court of competent jurisdiction to be unenforceable in any circumstance, such determination shall not affect the validity or enforceability of the remaining terms and provisions hereof or of the offending provision in any other circumstance. Notwithstanding the foregoing, if the value of this Agreement, based upon the substantial benefit of the bargain for any party, is materially impaired, which determination made by the presiding court or arbitrator of competent jurisdiction shall be binding, then both parties agree to substitute such provision(s) through good faith negotiations. 6.24. Counterparts and Electronic Signatures. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original. All counterparts shall be construed together and shall constitute one agreement. Counterpart written signatures may be transmitted by facsimile, email or other electronic means and have the same legal effect as if they were original signatures. 6.25. Corporate Authority. The persons executing this Agreement on behalf of the parties hereto warrant that they are duly authorized to execute this Agreement on behalf of said parties and that by doing so the parties hereto are formally bound to the provisions of this Agreement. 6.26 Taxpayer Identification Number. Consultant shall provide City with a complete Request for Taxpayer Identification Number and Certification, Form W9, as issued by the Internal Revenue Service. [SIGNATURE PAGE FOLLOWS] Revised August 2019 11 South Coast Emergency Vehicle Service IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by and through their respective authorized officers, as of the date first above written. CITY OF WEST COVINA, A municipal corporation David Carmany City Manager CON. eviri M. No ell President and Chief Financial Officer ATTEST: Lisa Sherrick Assistant City Clerk APPROVED AS TO FORM: Thomas P. Duarte City Attorney APPROVED AS TO INSURANCE: Helen Tran Risk Management Date: Date: / 7/7 4? If Date: Date: Revised August 2019 12 South Coast Emergency Vehicle Service ATTACHMENT NO. 1 CITY OF WEST COVINA PROFESSIONAL SERVICES AGREEMENT WITH EMERGENCY VEHICLE GROUP, INC. FOR FIRE APPARATUS AND HEAVY EQUIPMENT MAINTENANCE & REPAIR THIS AGREEMENT is made and entered into this 18th day of February. 2020 ("Effective Date"), by and between the CITY OF WEST COVINA, a municipal corporation ("City"), and "EMERGENCY VEHICLE GROUP, INC.", a California Corporation ("Consultant"). WITNESSETH: A. WHEREAS, City proposes to utilize the services of Consultant as an independent contractor to City for Fire Apparatus and Heavy Eauioment Maintenance and Repair, as more fully described herein; and B. WHEREAS, Consultant represents that it has that degree of specialized expertise contemplated within California Government Code Section 37103, and holds all necessary licenses to practice and perform the services herein contemplated, except that if Consultant is required to but does not yet hold a City business license, it will promptly obtain a business license and will not provide services to the City until it has done so; and C. WHEREAS, City and Consultant desire to contract for the specific services described in Exhibit "A" and desire to set forth their rights, duties and liabilities in connection with the services to be performed; and D. WHEREAS, no official or employee of City has a financial interest, within the provisions of Sections 1090-1092 of the California Government Code, in the subject matter of this Agreement. E. WHEREAS, Consultant responded to the City's Request for Proposals dated December 17, 2019, incorporated via this reference as if fully set forth herein, and Consultant's response to the Request for Proposals was a material inducement to the City ultimately entering into this agreement. NOW, THEREFORE, for and in consideration of the mutual covenants and conditions contained herein, the parties hereby agree as follows: 1.0. SERVICES PROVIDED BY CONSULTANT 1.1. Scope of Services. Consultant shall provide the professional services described in the Scope of Services attached hereto as Exhibit "A," incorporated herein by this reference. 1.2. Professional Practices. All professional services to be provided by Consultant pursuant to this Agreement shall be provided by personnel experienced in their respective fields and in a manner consistent with the standards of care, diligence and skill ordinarily exercised by professional consultants in similar fields and circumstances in accordance with sound professional practices. Consultant also warrants that it is familiar with all laws that may affect its performance of this Agreement and shall advise City of any changes in any laws that may affect Consultant's performance of this Agreement. Consultant shall keep itself informed of State and Federal laws and regulations which in any manner affect those employed by it or in any way affect Revised August 2019 1 Emergency Vehicle Group EXHIBIT A SCOPE OF SERVICES Revised August 2019 13 South Coast Emergency Vehicle Service SCOPE OF SERVICES The Contractor shall furnish all necessary supervision, labor, tools, parts, equipment and location required to perform inspections, maintenance, repairs and testing of the West Covina Fire, Rescue and Emergency fleet of fire apparatus and ambulances plus heavy equipment. 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, Contractor personnel performing maintenance or repair on fire apparatus shall meet the qualifications administered by the National Institute for Automotive Service Excellence (ASE) for Medium/Heavy Truck certifications) appropriate for the system or component (Certifications T1 through T8), as demonstrated by current ASE certification or CFM/EVT (Fire Apparatus) certification. 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, timely maintenance and repair services to correct deficiencies and return the vehicle to an in-service status. Facilities and Work Sites The 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 Services Coordinator. The 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. Fire Apparatus and Ambulance 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. 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, ambulances or heavy 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. Revised August 2019 14 South Coast Emergency Vehicle Service Maintenance Scheduling and Completion The West Covina Fleet Services Coordinator shall contact the Contractor to schedule apparatus/heavy equipment due for service. The location at which services will be performed shall be determined between the West Covina Fleet Services Coordinator 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 West Covina Fleet Services Coordinator 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. Notifications and Communication It shall be the responsibility of the West Covina Fleet Services Coordinator to notify affected City worksites and station personnel of scheduled service of apparatus/heavy equipment. In the event the contractor must pick up a piece of apparatus/heavy equipment at 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). Inspection and Maintenance Completion The Contractor is responsible for the timely inspection and maintenance of the City's fire apparatus, ambulances, and heavy equipment and the return of each unit to an in- service status. With the exception of 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/heavy equipment. The West Covina 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 West Covina Fleet Services Coordinator immediately. Revised August 2019 15 South Coast Emergency Vehicle Service 2. 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 West Covina Fleet Services Coordinator. 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 West Covina Fleet Services Coordinator immediately. 3. 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 West Covina Fleet Services Coordinator immediately. 4. Non -Priority Repairs: Non -priority repairs shall be resolved within five (5) business days upon notification to the Contractor. The Contractor and the LCFR Apparatus Officer will determine where these types of repairs will be performed. If additional time is needed for repairs the Contractor shall notify the West Covina Fleet Services Coordinator immediately. The following establishes the level of services to be provided by the Contractor. The Contractor shall work with the City's Fleet Services Coordinator to determine the level of inspection and preventative maintenance and the required service interval for each fire apparatus, ambulance or heavy equipment that the City operates. 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 — Heavy Apparatus. Includes inspection and preventative maintenance that may be required for all apparatus components and systems. 2. Quarterly Inspection and Preventative Maintenance — Light Apparatus. Includes inspection and preventative maintenance that may be required for all apparatus components and systems. 3. Semi -Annual Inspection and Preventative Maintenance — Heavy Apparatus. Includes inspection and preventative maintenance that may be required for all apparatus components and systems. 4. Semi -Annual Inspection and Preventative Maintenance — Light Apparatus. Includes inspection and preventative maintenance that may be required for all apparatus components and systems. Revised August 2019 16 South Coast Emergency Vehicle Service 5. Annual Inspection and Preventative Maintenance — Heavy Apparatus. Includes inspection and preventative maintenance that may be required for all apparatus components and systems. 6. Annual Inspection and Preventative Maintenance — Light Apparatus. Includes inspection and preventative maintenance that may be required for all apparatus components and systems. 7. Annual Performance and Certification Testing. 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. 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. Non -Priority Repairs will be approved by West Covina Fleet Services Coordinator 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 West Covina Fleet Services Coordinator. 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: 1. Date services were performed; 2. Name of the technician that performed the services; 3. Location where services were performed; 4. Vehicle Number; 5. Apparatus Manufacturer; 6. Apparatus Make; Apparatus Model 7. Manufacturer Job Number or Serial Number; 8. Odometer Reading In; 9. Odometer Reading Out; and 10.Engine Hours Revised August 2019 17 South Coast Emergency Vehicle Service VEHICLE MAINTENANCE AND REPAIR The Contractor shall perform scheduled preventive, recurring maintenance, repair and replacements for the fire apparatus and ambulances included in this Contract as directed by the Fleet Services Coordinator. All maintenance activities for this equipment shall comply with the manufacturer's recommendations including warranties. Maintenance intervals shall comply with the manufacturer's recommended severe service schedule based on mileage, hours of operation, or time in service since the previous maintenance as approved by the Fleet Services Coordinator. Inspection and Preventive Maintenance Service The objectives of inspection and preventative maintenance service are to ensure that: (a) fire apparatus and ambulances safely operate to the next scheduled service without a failure; and (b) component service life is maximized. All minor deferred repairs will be completed during the inspection and preventative maintenance service. Inspection and preventative maintenance services shall include fluid analyses including oil and transmission fluid and, if requested by Fleet Services Coordinator, coolant. Recurring Maintenance Recurring maintenance is the act of servicing a fire apparatus, ambulance or a component in order to keep the vehicle and its components in proper operating condition, and to prevent failure or breakdown. Task examples include, but are not limited to, lamp and gauge replacement, scheduled oil changes, coolant and pneumatic hose replacement, belt replacement and adjustment, windshield wiper replacement, brake adjustments, system and component adjustments and calibration, and fastener replacement. Repair and Replacement Repair is the work necessary to restore a fire apparatus, ambulance or a component to sound condition after failure or damage. Replacement is the work necessary to remove an unserviceable item and install a serviceable counterpart in its place. Original equipment manufacturer (OEM) parts and supplies shall be used on repairs and replacements required on equipment included in this Contract. Major Repairs All major repairs not performed by the Contractor shall be performed by a repair facility authorized by the manufacturer to perform such work. Re -Assembly the Contractor shall ensure that all re -assembly tasks performed after any required vehicle repair maintain the vehicle's OEM configurations as originally received from the manufacturer. System examples include, but are not limited to, the wiring and clamping, pump system pressures and flows, hydraulic system pressures, hose and orifice sizing, ladder table and ladder mounts. Repair Approvals the Contractor shall have specific pre -approval Revised August 2019 18 South Coast Emergency Vehicle Service from the West Covina Fleet Services Coordinator prior to completing repairs. In obtaining approval, the Contractor shall advise the Fleet Services Coordinator 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: • Estimated time • Parts cost • Part numbers Modifications No modifications may be made by the Contractor to any component, system or piece of equipment maintained under any resulting Contract unless, and until, specific written authorization is provided by the West Covina Fleet Services Coordinator. A pre - approved cost estimate and individual work order issued for the modification tasks are also required before City approval. Apparatus or Equipment Damage No accident damage may be repaired until the Contractor receives written authorization from the City. Any damage noted by the Contractor during an inspection shall be immediately reported to the West Covina Fleet Services Coordinator. 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. 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 operational location of the equipment. The proposed repair facility shall be acceptable to West Covina Fleet Services Coordinator. A pre -approved cost estimate, schedule and individual work order for the damage repair tasks are also required before City approval. City Inspections The Contractor shall advise the West Covina Fleet Services Coordinator within one (1) hour of the completion of repairs or replacements on any fire apparatus or ambulance. The Fleet Services Coordinator reserves the right to send a representative to perform a quality control acceptance inspection of all equipment repairs or replacements. Revised August 2019 19 South Coast Emergency Vehicle Service EMERGENCY CALL RESPONSE FOR PRIORITY REPAIRS General 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. Emeroencv 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 will provide the West Covina Fleet Services Coordinator 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. 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. Parts Invento The Contractor shall maintain reasonable inventory levels at its facility to assure timely repair of the City's fire apparatus and ambulances. 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. 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. Revised August 2019 20 South Coast Emergency Vehicle Service 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. Parts should be listed by: • Part Number; • Part Description; and • Unit Price of Part. Core Accountin 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 documentation verifying denial, a copy of the work order, and an invoice requesting reimbursement for that denied cost. The information should be forwarded to West Covina Fleet Services Coordinator. Warrantv Repairs The Contractor must ensure that all vehicle manufacturer warranty work is accomplished to guarantee compliance with necessary warranty requirements. West Covina Fleet Services Coordinator shall communicate the warranty status of all apparatus. The Contractor shall notify West Covina Fleet Services Coordinator when a warranty repair is required and work with Fleet Services Coordinator to determine the best course of action. The West Covina Fleet Services Coordinator 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. 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. Original Equipment Manufacturer (OEM) Warranty if the Contractor is a dealer or distributor of the part or component being repaired or replaced, the Contractor will, at no cost to the City, recapture the warranty from the OEM. If that repair or part had been charged to the City, the Contractor will credit that cost to the City account. Revised August 2019 21 South Coast Emergency Vehicle Service Warrantv Claims The Contractor shall be responsible for submitting claims for reimbursement to the manufacturer or supplier, including defending claims. Further, the Contractor shall be responsible for pursuing claims that have been denied, at the direction of West Covina Fleet Services Coordinator. Quarterlv Meetinqs The Contractor shall conduct quarterly meetings to discuss work performed during the previous quarter. Contactor shall provide work summaries for all work performed during the previous quarter. The meetings will be held at the West Covina Public Services Maintenance Yard locates at 825 S. Sunset Ave., West Covina, CA 91790. Revised August 2019 22 South Coast Emergency Vehicle Service the performance of its service pursuant to this Agreement. The Consultant shall at all times observe and comply with all such laws and regulations. City officers and employees shall not be liable at law or in equity for any claims or damages occurring as a result of failure of the Consultant to comply with this section. 1.3. Performance to Satisfaction of Citv. Consultant agrees to perform all the work to the reasonable satisfaction of the City. Evaluations of the work will be conducted by the City Manager or his or her designee. If the quality of work is not satisfactory, City in its discretion has the right to: (a) Meet with Consultant to review the quality of the work and resolve the matters of concern; (b) Require Consultant to repeat the work at no additional fee until it is satisfactory; and/or (c) Terminate the Agreement as hereinafter set forth. 1.4. Warranty. Consultant warrants that it shall perform the services required by this Agreement in compliance with all applicable Federal and California employment laws, including, but not limited to, those laws related to minimum hours and wages; occupational health and safety; fair employment and employment practices; workers' compensation; and all other Federal, State and local laws and ordinances applicable to the services required under this Agreement. 1.5. Non-discrimination. In performing this Agreement, Consultant shall not engage in, nor permit its agents to engage in, discrimination in employment of persons because of their race, religion, color, national origin, ancestry, age, physical or mental disability, medical condition, genetic information, pregnancy, marital status, sex, gender, gender identity, gender expression, sexual orientation, or military or veteran status, except as permitted pursuant to Section 12940 of the Government Code. 1.6. Non -Exclusive Agreement. Consultant acknowledges that City may enter into agreements with other consultants for services similar to the services that are subject to this Agreement or may have its own employees perform services similar to those services contemplated by this Agreement. 1.7. Confidentiality. Employees of Consultant in the course of their duties may have access to financial, accounting, statistical, and personnel data of private individuals and employees of City. Consultant covenants that all data, documents, discussion, or other information developed or received by Consultant or provided for performance of this Agreement are deemed confidential and shall not be disclosed by Consultant without written authorization by City. City shall grant such authorization if disclosure is required by law. All City data shall be returned to City upon the termination of this Agreement. Consultant's covenant under this Section shall survive the termination of this Agreement. 1.8 Public Records Act Disclosure. Consultant has been advised and is aware that this Agreement and all reports, documents, information and data, including, but not limited to, computer tapes, discs or files furnished or prepared by Consultant, or any of its subcontractors, pursuant to this Agreement and provided to City may be subject to public disclosure as required by the California Public Records Act (California Government Code Section 6250 et seq.). Exceptions to public disclosure may be those documents or information that qualify as trade secrets, as that term is defined in California Government Code Section 6254.7, and of which Consultant informs City of such trade secret. The City will endeavor to maintain as confidential all Revised August 2019 2 Emergency Vehicle Group EXHIBIT B FEE SCHEDULE Revised August 2019 23 South Coast Emergency Vehicle Service QUOTE FORM Rate for all items listed in this request for quotes to be inclusive with all labor, shop fees, management fees, and environmental fees as described in Section 7 Scope of Services of the Standards Specifications, and all other items as listed in the specifications. Rate for directed work items such as maintenance, mechanical repairs, component replacement and reconditioning as described above. Standard hourly rate: $ 125,D0 12 Overtime hourly rate: $ I3bxb NIZ Rate for emergency conditions (after hours) work items such as mechanical repairs, component replacement and reconditioning. Vendor to provide written description of emergency conditions, procedures and hours for applications of stated rates. Emergency hourly rate: $13o,bo Nl, Parts Markup DEALUL COST PLUS ti5 % (indicate publication & price base (i.e. wholesale, dealer cost, list cost, etc.) Scow Consr Em xy vmcm swtL6 Vendor company name Revised August 2019 24 South Coast Emergency Vehicle Service ATTACHMENT NO. 3 CITY OF WEST COVINA PROFESSIONAL SERVICES AGREEMENT WITH SOUTHERN CALIFORNIA FLEET SERVICES, INC. FOR FIRE APPARATUS AND HEAVY EQUIPMENT MAINTENANCE & REPAIR THIS AGREEMENT is made and entered into this 18th day of February, 2020 ("Effective Date"), by and between the CITY OF WEST COVINA, a municipal corporation ("City"), and "SOUTHERN CALIFORNIA FLEET SERVICES, INC.", a California Corporation ("Consultant"). WITNESSETH: A. WHEREAS, City proposes to utilize the services of Consultant as an independent contractor to City for Fire Apparatus and Heavy Equipment Maintenance and Repair, as more fully described herein; and B. WHEREAS, Consultant represents that it has that degree of specialized expertise contemplated within California Government Code Section 37103, and holds all necessary licenses to practice and perform the services herein contemplated, except that if Consultant is required to but does not yet hold a City business license, it will promptly obtain a business license and will not provide services to the City until it has done so; and C. WHEREAS, City and Consultant desire to contract for the specific services described in Exhibit "A" and desire to set forth their rights, duties and liabilities in connection with the services to be performed; and D. WHEREAS, no official or employee of City has a financial interest, within the provisions of Sections 1090-1092 of the California Government Code, in the subject matter of this Agreement. E. WHEREAS, Consultant responded to the City's Request for Proposals dated December 17, 2019, incorporated via this reference as if fully set forth herein, and Consultant's response to the Request for Proposals was a material Inducement to the City ultimately entering into this agreement. NOW, THEREFORE, for and in consideration of the mutual covenants and conditions contained herein, the parties hereby agree as follows: 1.0. SERVICES PROVIDED BY CONSULTANT 1.1. Scope of Services. Consultant shall provide the professional services described in the Scope of Services attached hereto as Exhibit "A," incorporated herein by this reference. 1.2. Professional Practices. All professional services to be provided by Consultant pursuant to this Agreement shall be provided by personnel experienced in their respective fields and in a manner consistent with the standards of care, diligence and skill ordinarily exercised by professional consultants in similar fields and circumstances in accordance with sound professional practices. Consultant also warrants that it is familiar with all laws that may affect Its performance of this Agreement and shall advise City of any changes in any laws that may affect Consultant's performance of this Agreement. Consultant shall keep itself informed of State and Federal laws and regulations which in any manner affect those employed by it or in any way affect Revised August 2019 1 Southern CA Fleet Services the performance of its service pursuant to this Agreement. The Consultant shall at all times observe and comply with all such laws and regulations. City officers and employees shall not be liable at law or inequity for any claims or damages occurring as a result of failure of the Consultant to comply with this section. 1.3. Performance to Satisfaction of Citv. Consultant agrees to perform all the work to the reasonable satisfaction of the City. Evaluations of the work will be conducted by the City Manager or his or her designee. If the quality of work is not satisfactory, City in its discretion has the right to: (a) Meet with Consultant to review the quality of the work and resolve the matters of concern; (b) Require Consultant to repeat the work at no additional fee until it is satisfactory; and/or (c) Terminate the Agreement as hereinafter set forth. 1.4. Warranty. Consultant warrants that it shall perform the services required by this Agreement in compliance with all applicable Federal and California employment laws, including, but not limited to, those laws related to minimum hours and wages; occupational health and safety; fair employment and employment practices; workers' compensation; and all other Federal, State and local laws and ordinances applicable to the services required under this Agreement. 1.5. Non-discrimination. In performing this Agreement, Consultant shall not engage in, nor permit its agents to engage in, discrimination in employment of persons because of their race, religion, color, national origin, ancestry, age, physical or mental disability, medical condition, genetic information, pregnancy, marital status, sex, gender, gender Identity, gender expression, sexual orientation, or military or veteran status, except as permitted pursuant to Section 12940 of the Government Code. 1.6. Non -Exclusive Agreement. Consultant acknowledges that City may enter into agreements with other consultants for services similar to the services that are subject to this Agreement or may have its own employees perform services similar to those services contemplated by this Agreement. 1.7. Confidentiality. Employees of Consultant in the course of their duties may have access to financial, accounting, statistical, and personnel data of private individuals and employees of City. Consultant covenants that all data, documents, discussion, or other information developed or received by Consultant or provided for performance of this Agreement are deemed confidential and shall not be disclosed by Consultant without written authorization by City. City shall grant such authorization if disclosure is required by law. All City data shall be returned to City upon the termination of this Agreement. Consultant's covenant under this Section shall survive the termination of this Agreement. 1.8 Public Records Act Disclosure. Consultant has been advised and is aware that this Agreement and all reports, documents, information and data, including, but not limited to, computer tapes, discs or files furnished or prepared by Consultant, or any of its subcontractors, pursuant to this Agreement and provided to City may be subject to public disclosure as required by the California Public Records Act (California Government Code Section 6250 et seq.). Exceptions to public disclosure may be those documents or information that qualify as trade secrets, as that term is defined in California Government Code Section 6254.7, and of which Consultant informs City of such trade secret. The City will endeavor to maintain as confidential all Revised August 2019 2 Southem CA Fleet Services information obtained by it that is designated as a trade secret. The City shall not, in any way, be liable or responsible for the disclosure of any trade secret including, without limitation, those records so marked if disclosure is deemed to be required by law or by order of the court. 2.0. COMPENSATION AND BILLING 2.1. Compensation. Consultant shall be paid in accordance with the fee schedule set forth in Exhibit "B," attached hereto and made a part of this Agreement (the "Fee Schedule"). Consultant's total compensation shall have no minimum and shall not exceed One Hundred Thousand Dollars ($100,000) a year. 2.2. Additional Services. Consultant shall not receive compensation for any services provided outside the scope of services unless the City, prior to Consultant performing the additional services, approves such additional services in writing. It is specifically understood that oral requests and/or approvals of such additional services or additional compensation shall be barred and are unenforceable. Should the City request in writing additional services that increase the Scope of Services, an additional fee based upon the Consultant's standard hourly rates shall be paid to the Consultant for such additional services. Such increase in additional fees shall be limited to 25% of the total contract sum or to the maximum total contract amount of $25,000, whichever is greater. The Department Head or City Manager is authorized to approve a Change Order for such additional services. 2.3. Method of Billing. Consultant may submit invoices to the City for approval on a progress basis, but no more often than once a month. Said invoice shall be based on the total of all Consultant's services which have been completed to City's sole satisfaction. City shall pay Consultant's invoice within forty-five (45) days from the date City receives said invoice. Each invoice shall describe in detail the services performed, the date of performance, and the associated time for completion. Any additional services approved and performed pursuant to this Agreement shall be designated as "Additional Services" and shall identify the number of the authorized change order, where applicable, on all invoices. 2.4. Records and Audits. Records of Consultant's services relating to this Agreement shall be maintained in accordance with generally recognized accounting principles and shall be made available to City for inspection and/or audit at mutually convenient times from the Effective Date until three (3) years after the termination or expiration of this Agreement. 3.0. TIME OF PERFORMANCE 3.1. Commencement and Completion of Work. Unless otherwise agreed to by the parties, the professional services to be performed pursuant to this Agreement shall commence within five (5) days from the Effective Date of this Agreement. Failure to commence work in a timely manner and/or diligently pursue work to completion may be grounds for termination of this Agreement. 3.2. Excusable Delays. Neither party shall be responsible for delays or lack of performance resulting from acts beyond the reasonable control of the party or parties. Such acts shall include, but not be limited to, acts of God, fire, strikes, material shortages, compliance with laws or regulations, riots, acts of war, or any other conditions beyond the reasonable control of a party. If a delay beyond the control of the Consultant is encountered, a time extension may be mutually agreed upon in writing by the City and the Consultant. The Consultant shall present documentation satisfactory to the City to substantiate any request for a time extension. Revised August 2019 3 Southern CA Fleet Services 4.0. TERM AND TERMINATION 4.1. Term. This Agreement shall commence on the Effective Date and continue for a period of Thity-Six (36) months, ending on February 18, 2023, unless previously terminated as provided herein or as otherwise agreed to in writing by the parties. Thereafter, this Agreement may be extended for a maximum of two (2) successive one (1) year periods. Such extensions, if any, will be evidenced by a written amendment to this Agreement. 4.2. Notice of Termination. The City reserves and has the right and privilege of canceling, suspending or abandoning the execution of all or any part of the work contemplated by this Agreement, with or without cause, at any time, by providing at least fifteen (15) days prior written notice to Consultant. In the event of such termination, Consultant shall immediately stop rendering services under this Agreement unless directed otherwise by the City. If the City suspends, terminates or abandons a portion of this Agreement such suspension, termination or abandonment shall not make void or invalidate the remainder of this Agreement. If the Consultant defaults in the performance of any of the terms or conditions of this Agreement, it shall have ten (10) days after service upon it of written notice of such default in which to cure the default by rendering a satisfactory performance. In the event that the Consultant fails to cure its default within such period of time, the City shall have the right, notwithstanding any other provision of this Agreement, to terminate this Agreement without further notice and without prejudice to any other remedy to which it may be entitled to at law, in equity, or under this Agreement. The City also shall have the right, notwithstanding any other provisions of this Agreement, to terminate this Agreement, at its option and without prejudice to any other remedy to which it may be entitled to at law, in equity, or under this Agreement, immediately upon service of written notice of termination on the Consultant, if the latter should: a. Be adjudged a bankrupt; b. Become insolvent or have a receiver of its assets or property appointed because of insolvency; C. Make a general assignment for the benefit of creditors; d. Default in the performance of any obligation or payment of any indebtedness under this Agreement; e. Suffer any judgment against it to remain unsatisfied or unbonded of record for thirty (30) days or longer; or f. Institute or suffer to be instituted any procedures for reorganization or rearrangement of its affairs. 4.3. Compensation. In the event of termination, City shall pay Consultant for reasonable costs incurred and professional services satisfactorily performed up to and including the effective date of the City's written notice of termination, within forty-five (45) days after the effective date of the notice of termination or the final invoice of the Consultant, whichever occurs last. Compensation for work in progress shall be prorated based on the percentage of work completed as of the effective date of termination in accordance with the fees set forth herein. Revised August 2019 4 Southern CA Fleet Services 4.4. Documents. In the event of termination of this Agreement, all documents prepared by Consultant in its performance of this Agreement including, but not limited to, finished or unfinished design, development and construction documents, data studies, drawings, maps and reports, shall be delivered to the City within ten (10) days of the effective date of the notice of termination, at no cost to City. 5.0. INSURANCE 5.1. Minimum Scope and Limits of Insurance. Consultant shall obtain, maintain, and keep in full force and effect during the life of this Agreement all of the following minimum scope of insurance coverages with an insurance company admitted to do business in California, with a current A.M. Best's rating of no less than A:VII, and approved by City: (a) Broad -form commercial general liability, including premises -operations, products/completed operations, broad form property damage, blanket contractual liability, independent contractors, personal injury or bodily injury with a policy limit of not less than Two Million Dollars ($2,000,000.00), combined single limits, per occurrence. If such insurance contains a general aggregate limit, it shall apply separately to this Agreement or shall be twice the required occurrence limit. (b) Business automobile liability for owned vehicles, hired, and non -owned vehicles, with a policy limit of not less than One Million Dollars ($1,000,000.00), combined single limits, per accident for bodily injury and property damage. (c) Workers' compensation insurance as required by the State of California, with Statutory Limits, and Employer's Liability Insurance with a limit of no less than One Million Dollars ($1,000,000.00) per accident for bodily injury or disease. Consultant agrees to waive, and to obtain endorsements from its workers' compensation insurer waiving subrogation rights under its workers' compensation insurance policy against the City, its officers, agents, employees, and volunteers for losses arising from work performed by Consultant for the City and to require each of its subcontractors, if any, to do likewise under their workers' compensation insurance policies. By execution of this Agreement, the Consultant certifies as follows I am aware of, and will comply with, Section 3700 of the Labor Code, requiring every employer to be insured against liability of Workers' Compensation or to undertake self-insurance before commencing any of the work. The Consultant shall also comply with Section 3800 of the Labor Code by securing, paying for and maintaining in full force and effect for the duration of this Agreement, complete Workers' Compensation Insurance, and shall furnish a Certificate of Insurance to the City before execution of this Agreement by the City. The City, its officers and employees shall not be responsible for any claims in law or equity occasioned by failure of the consultant to comply with this section. (d) Professional errors and omissions ("E&O") liability insurance with policy limits of not less than One Million Dollars ($1,000,000.00), combined single Revised August 2019 5 Southern CA Fleet Services limits, per occurrence or claim, and Two Million Dollars ($2,000,000.00) aggregate. Architects' and engineers' coverage shall be endorsed to include contractual liability. If the policy is written as a "claims made" policy, the retroactivity date shall be prior to the start of the work set forth herein. Consultant shall obtain and maintain said E&O liability insurance during the life of this Agreement and for five (5) years after completion of the work hereunder. If coverage is canceled or non -renewed, and not replaced with another claims -made policy form with a retroactive date prior to the effective date of this Agreement, Consultant shall purchase "extended reporting" coverage for a minimum of five (5) years after completion of the work. If the Consultant maintains higher limits or has broader coverage than the minimums shown above, the City requires and shall be entitled to all coverage, and to the higher limits maintained by the Consultant. Any available insurance proceeds in excess of the specified minimum limits of Insurance and coverage shall be available to the City. 5.2. Endorsements. The insurance policies are to contain, or be endorsed to contain, the following provisions: (a) Additional Insureds: The City of West Covina and its elected and appointed boards, officers, officials, agents, employees, and volunteers are additional insureds with respect to: liability arising out of activities performed by or on behalf of the Consultant pursuant to its contract with the City; products and completed operations of the Consultant; premises owned, occupied or used by the Consultant; automobiles owned, leased, hired, or borrowed by the Consultant. (b) Notice of Cancelation: Each insurance policy required above shall provide that coverage shall not be canceled, except with notice to the City. (c) Primary Coverage: The Consultant's insurance coverage shall be primary insurance as respects the City of West Covina, its officers, officials, agents, employees, and volunteers. Any other insurance maintained by the City of West Covina shall be excess and not contributing with the insurance provided by this policy. (d) Waiver of Subrogation: Consultant hereby grants to City a waiver of any right to subrogation which any insurer of said Consultant may acquire against the City by virtue of the payment of any loss under such insurance. Consultant agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not the City has received a waiver of subrogation endorsement from the insurer. (e) Coverage Not Affected: Any failure to comply with the reporting provisions of the policies shall not affect coverage provided to the City of West Covina, its officers, officials, agents, employees, and volunteers. (f) Coverage Applies Separately: The Consultant's insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability. Revised August 2019 6 Southern CA Fleet Services 5.3. Deductible or Self Insured Retention. If any of such policies provide for a deductible or self -insured retention to provide such coverage, the amount of such deductible or self -insured retention shall be approved in advance by City. The City may require the Consultant to purchase coverage with a lower retention or provide proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention. The policy language shall provide, or be endorsed to provide, that the self -insured retention may be satisfied by either the named insured or City. 5.4. Certificates of Insurance. Consultant shall provide to City certificates of insurance showing the insurance coverages and required endorsements described above, in a form and content approved by City, prior to performing any services under this Agreement. The City reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time. 5.5. Non -limiting. Nothing in this Section shall be construed as limiting in any way the indemnification provision contained in this Agreement. 6.0. GENERAL PROVISIONS 6.1. Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to any matter referenced herein and supersedes any and all other prior writings and oral negotiations. This Agreement may be modified only in writing, and signed by the parties in interest at the time of such modification. 6.2. Representatives. The City Manager or his or her designee shall be the representative of City for purposes of this Agreement and may issue all consents, approvals, directives and agreements on behalf of the City, called for by this Agreement, except as otherwise expressly provided in this Agreement. Consultant shall designate a representative for purposes of this Agreement who shall be authorized to issue all consents, approvals, directives and agreements on behalf of Consultant called for by this Agreement, except as otherwise expressly provided in this Agreement. 6.3. Key Personnel. It is the intent of both parties to this Agreement that Consultant shall make available the professional services of Ron Madnick who shall coordinate directly with City. Any substitution of key personnel must be approved in advance in writing by City's Representative. 6.4. Notices. Any notices, documents, correspondence or other communications concerning this Agreement or the work hereunder may be provided by personal delivery, Email or by U.S. mail. If by U.S. mail, it shall be addressed as set forth below and placed in a sealed envelope, postage prepaid, and deposited in the United States Postal Service. Such communication shall be deemed served or delivered: a) at the time of delivery if such communication is sent by personal delivery; b) at the time of transmission if such communication is sent by Email; and c) 72 hours after deposit in the U.S. Mail as reflected by the official U.S. postmark if such communication is sent through regular United States mail. Revised August 2019 7 Southern CA Fleet Services IF TO CONSULTANT: IF TO CITY: Southern California Fire Services City of West Covina 2855 Sampson Ave. 1444 West Garvey Ave. South Corona, CA 92879 West Covina, CA 91790 Tel: (951) 207-0719 Tel: (626) 939-8789 Email: rmadnickc@socalfleet.com Email: damartinez(o)westcovina.org Attn: Ron Madnick Attn: Daniel Martinez 6.5. Attorneys' Fees. If litigation is brought by any party in connection with this Agreement against another party, the prevailing party shall be entitled to recover from the opposing party all costs and expenses, including reasonable attorneys' fees, incurred by the prevailing party in the exercise of any of its rights or remedies hereunder or the enforcement of any of the terms, conditions, or provisions hereof. 6.6. Governing Law. This Agreement shall be governed by and construed under the laws of the State of California without giving effect to that body of laws pertaining to conflict of laws. In the event of any legal action to enforce or Interpret this Agreement, the parties hereto agree that the sole and exclusive venue shall be a court of competent jurisdiction located in Los Angeles County, California. 6.7. Assignment. Consultant shall not voluntarily or by operation of law assign, transfer, sublet or encumber all or any part of Consultant's interest in this Agreement without City's prior written consent. Any attempted assignment, transfer, subletting or encumbrance shall be void and shall constitute a breach of this Agreement and cause for termination of this Agreement. Regardless of City's consent, no subletting or assignment shall release Consultant of Consultant's obligation to perform all other obligations to be performed by Consultant hereunder for the term of this Agreement. 6.8. Indemnification and Hold Harmless. Consultant agrees to defend, indemnify, hold free and harmless the City, its elected and appointed officials, officers, agents and employees, at Consultant's sole expense, from and against any and all claims, demands, actions, suits or other legal proceedings brought against the City, its elected and appointed officials, officers, agents and employees arising out of the performance of the Consultant, its employees, and/or authorized subcontractors, of the work undertaken pursuant to this Agreement. The defense obligation provided for hereunder shall apply without any advance showing of negligence or wrongdoing by the Consultant, its employees, and/or authorized subcontractors, but shall be required whenever any claim, action, complaint, or suit asserts as its basis the negligence, errors, omissions or misconduct of the Consultant, its employees, and/or authorized subcontractors, and/or whenever any claim, action, complaint or suit asserts liability against the City, Its elected and appointed officials, officers, agents and employees based upon the work performed by the Consultant, its employees, and/or authorized subcontractors under this Agreement, whether or not the Consultant, its employees, and/or authorized subcontractors are specifically named or otherwise asserted to be liable. Notwithstanding the foregoing, the Consultant shall not be liable for the defense or indemnification of the City for claims, actions, complaints or suits arising out of the sole active negligence or willful misconduct of the City. This provision shall supersede and replace all other indemnity provisions contained either in the City's specifications or Consultant's Proposal, which shall be of no force and effect. 6.9. Independent Contractor. Consultant is and shall be acting at all times as an independent contractor and not as an employee of City. Consultant shall have no power to incur any debt, obligation, or liability on behalf of City or otherwise act on behalf of City as an agent. Revised August 2019 8 Southern CA Fleet Services information obtained by it that is designated as a trade secret. The City shall not, in any way, be liable or responsible for the disclosure of any trade secret including, without limitation, those records so marked if disclosure is deemed to be required by law or by order of the court. 2.0. COMPENSATION AND BILLING 2.1. Compensation. Consultant shall be paid in accordance with the fee schedule set forth in Exhibit "B," attached hereto and made a part of this Agreement (the "Fee Schedule"). Consultant's total compensation shall have no minimum and shall not exceed One Hundred Thousand Dollars ($100,000) a year. 2.2. Additional Services. Consultant shall not receive compensation for any services provided outside the scope of services unless the City, prior to Consultant performing the additional services, approves such additional services in writing. It is specifically understood that oral requests and/or approvals of such additional services or additional compensation shall be barred and are unenforceable. Should the City request in writing additional services that increase the Scope of Services, an additional fee based upon the Consultant's standard hourly rates shall be paid to the Consultant for such additional services. Such increase in additional fees shall be limited to 25% of the total contract sum or to the maximum total contract amount of $25,000, whichever is greater. The Department Head or City Manager is authorized to approve a Change Order for such additional services. 2.3. Method of Billing. Consultant may submit invoices to the City for approval on a progress basis, but no more often than once a month. Said invoice shall be based on the total of all Consultant's services which have been completed to City's sole satisfaction. City shall pay Consultant's invoice within forty-five (45) days from the date City receives said invoice. Each invoice shall describe in detail the services performed, the date of performance, and the associated time for completion. Any additional services approved and performed pursuant to this Agreement shall be designated as "Additional Services" and shall identify the number of the authorized change order, where applicable, on all invoices. 2.4. Records and Audits. Records of Consultant's services relating to this Agreement shall be maintained in accordance with generally recognized accounting principles and shall be made available to City for inspection and/or audit at mutually convenient times from the Effective Date until three (3) years after the termination or expiration of this Agreement. 3.0. TIME OF PERFORMANCE 3.1. Commencement and Completion of Work. Unless otherwise agreed to by the parties, the professional services to be performed pursuant to this Agreement shall commence within five (5) days from the Effective Date of this Agreement. Failure to commence work in a timely manner and/or diligently pursue work to completion may be grounds for termination of this Agreement. 3.2. Excusable Delays. Neither party shall be responsible for delays or lack of performance resulting from acts beyond the reasonable control of the party or parties. Such acts shall include, but not be limited to, acts of God, fire, strikes, material shortages, compliance with laws or regulations, riots, acts of war, or any other conditions beyond the reasonable control of a party. If a delay beyond the control of the Consultant is encountered, a time extension may be mutually agreed upon in writing by the City and the Consultant. The Consultant shall present documentation satisfactory to the City to substantiate any request for a time extension. Revised August 2019 3 Emergency Vehicle Group Neither City nor any of its agents shall have control over the conduct of Consultant or any of Consultant's employees, except as set forth in this Agreement. Consultant shall not, at any time, or in any manner, represent that it or any of its or employees are in any manner agents or employees of City. Consultant shall secure, at its sole expense, and be responsible for any and all payment of Income Tax, Social Security, State Disability Insurance Compensation, Unemployment Compensation, and other payroll deductions for Consultant and its officers, agents, and employees, and all business licenses, if any are required, in connection with the services to be performed hereunder. Consultant shall indemnify and hold City harmless from any and all taxes, assessments, penalties, and interest asserted against City by reason of the independent contractor relationship created by this Agreement. Consultant further agrees to indemnify and hold City harmless from any failure of Consultant to comply with the applicable worker's compensation laws. City shall have the right to offset against the amount of any fees due to Consultant under this Agreement any amount due to City from Consultant as a result of Consultant's failure to promptly pay to City any reimbursement or indemnification arising under this paragraph. 6.10. PERS Eligibility Indemnification. In the event that Consultant or any employee, agent, or subcontractor of Consultant providing services under this Agreement claims or is determined by a court of competent jurisdiction or the California Public Employees Retirement System (PERS) to be eligible for enrollment in PERS as an employee of the City, Consultant shall indemnify, defend, and hold harmless City for the payment of any employee and/or employer contributions for PERS benefits on behalf of Consultant or its employees, agents, or subcontractors, as well as for the payment of any penalties and interest on such contributions, which would otherwise be the responsibility of City. Notwithstanding any other agency, state or federal policy, rule, regulation, law or ordinance to the contrary, Consultant and any of its employees, agents, and subcontractors providing service under this Agreement shall not qualify for or become entitled to, and hereby agree to waive any claims to, any compensation, benefit, or any incident of employment by City, including but not limited to eligibility to enroll in PERS as an employee of City and entitlement to any contribution to be paid by City for employer contribution and/or employee contributions for PERS benefits. 6.11. Cooperation. In the event any claim or action is brought against City relating to Consultant's performance or services rendered under this Agreement, Consultant shall render any reasonable assistance and cooperation which City might require. 6.12. Ownership of Documents. All findings, reports, documents, information and data including, but not limited to, computer tapes or discs, files and tapes furnished or prepared by Consultant or any of its subcontractors in the course of performance of this Agreement, shall be and remain the sole property of City. Consultant agrees that any such documents or information shall not be made available to any individual or organization without the prior consent of City. Any use of such documents for other projects not contemplated by this Agreement, and any use of incomplete documents, shall be at the sole risk of City and without liability or legal exposure to Consultant. City shall indemnify and hold harmless Consultant from all claims, damages, losses, and expenses, including attorneys' fees, arising out of or resulting from City's use of such documents for other projects not contemplated by this Agreement or use of incomplete documents furnished by Consultant. Consultant shall deliver to City any findings, reports, documents, information, data, in any form, including but not limited to, computer tapes, discs, files audio tapes or any other related items as requested by City or its authorized representative, at no additional cost to the City. Consultant or Consultant's agents shall execute such documents as may be necessary from time to time to confirm City's ownership of the copyright in such documents. Revised August 2019 9 Soulhem CA Fleet Services 6.13. Electronic Safeguards. Contractor shall identify reasonably foreseeable internal and external risks to the privacy and security of personal information that could result in the unauthorized disclosure, misuse, alteration, destruction or other compromise of the information. Contractor shall regularly assess the sufficiency of any safeguards and information security awareness training in place to control reasonably foreseeable internal and external risks, and evaluate and adjust those safeguards in light of the assessment. 6.14. Economic Interest Statement. Consultant hereby acknowledges that pursuant to Government Code Section 87300 and the Conflict of Interest Code adopted by City, Consultant is designated in said Conflict of Interest Code and is therefore required to file an Economic Interest Statement (Form 700) with the City Clerk, for each employee providing advice under this Agreement, prior to the commencement of work, unless waived by the City Manager. 6.15. Conflict of Interest. Consultant and its officers, employees, associates and subconsultants, if any, will comply with all conflict of interest statutes of the State of California applicable to Consultant's services under this agreement, including, but not limited to, the Political Reform Act of 1974 (Government Code Section 81000, at seq.) and Government Code Sections 1090-1092. Consultant covenants that none of Consultant's officers or principals have any interest in, or shall acquire any interest, directly or indirectly, which will conflict in any manner or degree with the performance of the services hereunder, including in any manner in violation of the Political Reform Act. Consultant further covenants that in the performance of this Agreement, no person having such interest shall be used by Consultant as an officer, employee, agent, or subconsultant. Consultant further covenants that Consultant has not contracted with nor is performing any services, directly or indirectly, with any developer(s) and/or property owner(s) and/or firm(s) and/or partnership(s) owning property in the City and further covenants and agrees that Consultant and/or its subconsultants shall provide no service or enter into any agreement or agreements with a/any developer(s) and/or property owner(s) and/or firm(s) and/or partnership(s) owning property in the City prior to the completion of the work under this Agreement. 6.16. Prohibited Employment. Consultant will not employ any regular employee of City while this Agreement is in effect. 6.17. Order of Precedence. In the event of an inconsistency in this Agreement and any of the attached Exhibits, the terms set forth in this Agreement shall prevail. If, and to the extent this Agreement incorporates by reference any provision of any document, such provision shall be deemed a part of this Agreement. Nevertheless, if there is any conflict among the terms and conditions of this Agreement and those of any such provision or provisions so incorporated by reference, this Agreement shall govern over the document referenced. 6.18. Costs. Each party shall bear its own costs and fees incurred in the preparation and negotiation of this Agreement and in the performance of its obligations hereunder except as expressly provided herein. 6.19. No Third Party Beneficiary Rights. This Agreement is entered into for the sole benefit of City and Consultant and no other parties are intended to be direct or incidental beneficiaries of this Agreement and no third party shall have any right in, under or to this Agreement. 6.20. Headings. Paragraphs and subparagraph headings contained in this Agreement are included solely for convenience and are not intended to modify, explain or to be a full or accurate description of the content thereof and shall not in any way affect the meaning or interpretation of this Agreement. Revised August 2019 10 Southern CA Fleet Services 6.21. Amendments. Only a writing executed by the parties hereto or their respective successors and assigns may amend this Agreement. 6.22. Waiver. The delay or failure of either party at any time to require performance or compliance by the other of any of its obligations or agreements shall in no way be deemed a waiver of those rights to require such performance or compliance. No waiver of any provision of this Agreement shall be effective unless In writing and signed by a duly authorized representative of the party against whom enforcement of a waiver is sought. The waiver of any right or remedy in respect to any occurrence or event shall not be deemed a waiver of any right or remedy in respect to any other occurrence or event, nor shall any waiver constitute a continuing waiver. 6.23. Severability. If any provision of this Agreement is determined by a court of competent jurisdiction to be unenforceable in any circumstance, such determination shall not affect the validity or enforceability of the remaining terms and provisions hereof or of the offending provision in any other circumstance. Notwithstanding the foregoing, if the value of this Agreement, based upon the substantial benefit of the bargain for any party, is materially impaired, which determination made by the presiding court or arbitrator of competent jurisdiction shall be binding, then both parties agree to substitute such provision(s) through good faith negotiations. 6.24. Counterparts and Electronic Signatures. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original. All counterparts shall be construed together and shall constitute one agreement. Counterpart written signatures may be transmitted by facsimile, email or other electronic means and have the same legal effect as if they were original signatures. 6.25. Corporate Authority. The persons executing this Agreement on behalf of the parties hereto warrant that they are duly authorized to execute this Agreement on behalf of said parties and that by doing so the parties hereto are formally bound to the provisions of this Agreement. 6.26 Taxpayer Identification Number. Consultant shall provide City with a complete Request for Taxpayer Identification Number and Certification, Form W9, as issued by the Internal Revenue Service. [SIGNATURE PAGE FOLLOWS] Revised August 2019 11 Southem CA Fleet Services IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by and through their respective authorized officers, as of the date first above written. CITY OF WEST COVINA, A municipal corporation Date: David Carmany City Manager CO LTAN f �v Date: �'O�' ZO om Fra ina President and Chief Financial Officer ATTEST Lisa Sherrick Assistant City Clerk APPROVED AS TO FORM Date Thomas P. Duarte City Attorney APPROVED AS TO INSURANCE: Date: Helen Tran Risk Management Revised August 2019 12 Southern CA Fleet Services EXHIBIT A SCOPE OF SERVICES Revised August 2019 13 Southern CA Fleet Services SCOPE OF SERVICE The Contractor shall furnish all necessary supervision, labor, tools, parts, equipment and location required to perform inspections, maintenance, repairs and testing of the West Covina Fire, Rescue and Emergency fleet of fire apparatus and ambulances plus heavy equipment. 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, Contractor personnel performing maintenance or repair on fire apparatus shall meet the qualifications administered by the National Institute for Automotive Service Excellence (ASE) for Medium/Heavy Truck certification(s) appropriate for the system or component (Certifications T1 through T8), as demonstrated by current ASE certification or CFM/EVT (Fire Apparatus) certification. 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, timely maintenance and repair services to correct deficiencies and return the vehicle to an in-service status. Facilities and Work Sites The 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 Services Coordinator. The 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. Fire Apparatus and Ambulance Securit 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. 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, ambulances or heavy 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. Revised August 2019 14 Southern CA Fleet Services Maintenance Schedulina and Completion The West Covina Fleet Services Coordinator shall contact the Contractor to schedule apparatus/heavy equipment due for service. The location at which services will be performed shall be determined between the West Covina Fleet Services Coordinator 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 West Covina Fleet Services Coordinator 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. Notifications and Communication It shall be the responsibility of the West Covina Fleet Services Coordinator to notify affected City worksites and station personnel of scheduled service of apparatus/heavy equipment. In the event the contractor must pick up a piece of apparatus/heavy equipment at 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). Inspection and Maintenance Completion The Contractor is responsible for the timely inspection and maintenance of the City's fire apparatus, ambulances, and heavy equipment and the return of each unit to an in- service status. With the exception of 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/heavy equipment. The West Covina 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 West Covina Fleet Services Coordinator immediately. Revised August 2019 15 Southern CA Fleet Services 2. 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 West Covina Fleet Services Coordinator. 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 West Covina Fleet Services Coordinator immediately. 3. 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 West Covina Fleet Services Coordinator immediately. 4. Non -Priority Repairs: Non -priority repairs shall be resolved within five (5) business days upon notification to the Contractor. The Contractor and the LCFR Apparatus Officer will determine where these types of repairs will be performed. If additional time is needed for repairs the Contractor shall notify the West Covina Fleet Services Coordinator immediately. The following establishes the level of services to be provided by the Contractor. The Contractor shall work with the City's Fleet Services Coordinator to determine the level of inspection and preventative maintenance and the required service interval for each fire apparatus, ambulance or heavy equipment that the City operates. 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 — Heavy Apparatus. Includes inspection and preventative maintenance that may be required for all apparatus components and systems. 2. Quarterly Inspection and Preventative Maintenance — Light Apparatus. Includes inspection and preventative maintenance that may be required for all apparatus components and systems. 3. Semi -Annual Inspection and Preventative Maintenance — Heavy Apparatus. Includes inspection and preventative maintenance that may be required for all apparatus components and systems. 4. Semi -Annual Inspection and Preventative Maintenance — Light Apparatus. Includes inspection and preventative maintenance that may be required for all apparatus components and systems. Revised August 2019 16 Southern CA Fleet Services 5. Annual Inspection and Preventative Maintenance — Heavy Apparatus. Includes inspection and preventative maintenance that may be required for all apparatus components and systems. 6. Annual Inspection and Preventative Maintenance — Light Apparatus. Includes inspection and preventative maintenance that may be required for all apparatus components and systems. 7. Annual Performance and Certification Testing. 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. 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. Non -Priority Repairs will be approved by West Covina Fleet Services Coordinator 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 West Covina Fleet Services Coordinator. 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: 1. Date services were performed; 2. Name of the technician that performed the services; 3. Location where services were performed; 4. Vehicle Number; 5. Apparatus Manufacturer; 6. Apparatus Make; Apparatus Model 7. Manufacturer Job Number or Serial Number; 8. Odometer Reading In; 9. Odometer Reading Out; and 10. Engine Hours Revised August 2019 17 Southern CA Fleet Services VEHICLE MAINTENANCE AND REPAIR The Contractor shall perform scheduled preventive, recurring maintenance, repair and replacements for the fire apparatus and ambulances included in this Contract as directed by the Fleet Services Coordinator. All maintenance activities for this equipment shall comply with the manufacturer's recommendations including warranties. Maintenance intervals shall comply with the manufacturer's recommended severe service schedule based on mileage, hours of operation, or time in service since the previous maintenance as approved by the Fleet Services Coordinator. Inspection and Preventive Maintenance Service The objectives of inspection and preventative maintenance service are to ensure that: (a) fire apparatus and ambulances safely operate to the next scheduled service without a failure; and (b) component service life is maximized. All minor deferred repairs will be completed during the inspection and preventative maintenance service. Inspection and preventative maintenance services shall include fluid analyses including oil and transmission fluid and, if requested by Fleet Services Coordinator, coolant. Recurring Maintenance Recurring maintenance is the act of servicing a fire apparatus, ambulance or a component in order to keep the vehicle and its components in proper operating condition, and to prevent failure or breakdown. Task examples include, but are not limited to, lamp and gauge replacement, scheduled oil changes, coolant and pneumatic hose replacement, belt replacement and adjustment, windshield wiper replacement, brake adjustments, system and component adjustments and calibration, and fastener replacement. Repair and Replacement Repair is the work necessary to restore a fire apparatus, ambulance or a component to sound condition after failure or damage. Replacement is the work necessary to remove an unserviceable item and install a serviceable counterpart in its place. Original equipment manufacturer (OEM) parts and supplies shall be used on repairs and replacements required on equipment included in this Contract. Maior Repairs All major repairs not performed by the Contractor shall be performed by a repair facility authorized by the manufacturer to perform such work. Re -Assembly the Contractor shall ensure that all re -assembly tasks performed after any required vehicle repair maintain the vehicle's OEM configurations as originally received from the manufacturer. System examples include, but are not limited to, the wiring and clamping, pump system pressures and flows, hydraulic system pressures, hose and orifice sizing, ladder table and ladder mounts. Repair Approvals the Contractor shall have specific pre -approval Revised August 2019 18 Southern CA Fleet Services 4.0. TERM AND TERMINATION 4.1. Term. This Agreement shall commence on the Effective Date and continue for a period of Thity-Six (36) months, ending on February 18, 2023, unless previously terminated as provided herein or as otherwise agreed to in writing by the parties. Thereafter, this Agreement may be extended for a maximum of two (2) successive one (1) year periods. Such extensions, if any, will be evidenced by a written amendment to this Agreement. 4.2. Notice of Termination. The City reserves and has the right and privilege of canceling, suspending or abandoning the execution of all or any part of the work contemplated by this Agreement, with or without cause, at any time, by providing at least fifteen (15) days prior written notice to Consultant. In the event of such termination, Consultant shall immediately stop rendering services under this Agreement unless directed otherwise by the City. If the City suspends, terminates or abandons a portion of this Agreement such suspension, termination or abandonment shall not make void or invalidate the remainder of this Agreement. If the Consultant defaults in the performance of any of the terms or conditions of this Agreement, it shall have ten (10) days after service upon it of written notice of such default in which to cure the default by rendering a satisfactory performance. In the event that the Consultant fails to cure its default within such period of time, the City shall have the right, notwithstanding any other provision of this Agreement, to terminate this Agreement without further notice and without prejudice to any other remedy to which it may be entitled to at law, in equity, or under this Agreement. The City also shall have the right, notwithstanding any other provisions of this Agreement, to terminate this Agreement, at its option and without prejudice to any other remedy to which it may be entitled to at law, in equity, or under this Agreement, immediately upon service of written notice of termination on the Consultant, if the latter should: a. Be adjudged a bankrupt; b. Become insolvent or have a receiver of its assets or property appointed because of insolvency; C. Make a general assignment for the benefit of creditors; d. Default in the performance of any obligation or payment of any indebtedness under this Agreement; e. Suffer any judgment against it to remain unsatisfied or unbonded of record for thirty (30) days or longer; or I. Institute or suffer to be instituted any procedures for reorganization or rearrangement of its affairs. 4.3. Compensation. In the event of termination, City shall pay Consultant for reasonable costs incurred and professional services satisfactorily performed up to and including the effective date of the City's written notice of termination, within forty-five (45) days after the effective date of the notice of termination or the final invoice of the Consultant, whichever occurs last. Compensation for work in progress shall be prorated based on the percentage of work completed as of the effective date of termination in accordance with the fees set forth herein. Revised August 2019 4 Emergency Vehicle Group from the West Covina Fleet Services Coordinator prior to completing repairs. In obtaining approval, the Contractor shall advise the Fleet Services Coordinator 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: • Estimated time • Parts cost • Part numbers Modifications No modifications may be made by the Contractor to any component, system or piece of equipment maintained under any resulting Contract unless, and until, specific written authorization is provided by the West Covina Fleet Services Coordinator. A pre - approved cost estimate and individual work order issued for the modification tasks are also required before City approval. Apparatus or Eauioment Damaae No accident damage may be repaired until the Contractor receives written authorization from the City. Any damage noted by the Contractor during an inspection shall be immediately reported to the West Covina Fleet Services Coordinator. 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. 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 operational location of the equipment. The proposed repair facility shall be acceptable to West Covina Fleet Services Coordinator. A pre -approved cost estimate, schedule and individual work order for the damage repair tasks are also required before City approval. Citv Inspections The Contractor shall advise the West Covina Fleet Services Coordinator within one (1) hour of the completion of repairs or replacements on any fire apparatus or ambulance. The Fleet Services Coordinator reserves the right to send a representative to perform a quality control acceptance inspection of all equipment repairs or replacements. Revised August 2019 19 Southern CA Fleet Services EMERGENCY CALL RESPONSE FOR PRIORITY REPAIRS General 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. Emeraencv 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 will provide the West Covina Fleet Services Coordinator 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. 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. Parts Inventory The Contractor shall maintain reasonable inventory levels at its facility to assure timely repair of the City's fire apparatus and ambulances. 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. 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. Revised August 201g 20 Southern CA Fleet Services 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. Parts should be listed by: • Part Number; • Part Description; and • Unit Price of Part. Core Accountin 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 documentation verifying denial, a copy of the work order, and an invoice requesting reimbursement for that denied cost. The information should be forwarded to West Covina Fleet Services Coordinator. Warrantv Repairs The Contractor must ensure that all vehicle manufacturer warranty work is accomplished to guarantee compliance with necessary warranty requirements. West Covina Fleet Services Coordinator shall communicate the warranty status of all apparatus. The Contractor shall notify West Covina Fleet Services Coordinator when a warranty repair is required and work with Fleet Services Coordinator to determine the best course of action. The West Covina Fleet Services Coordinator 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. 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. Original Equipment Manufacturer (OEM) Warranty if the Contractor is a dealer or distributor of the part or component being repaired or replaced, the Contractor will, at no cost to the City, recapture the warranty from the OEM. If that repair or part had been charged to the City, the Contractor will credit that cost to the City account. Revised August 2019 21 Southern CA Fleet Services Warrantv Claims The Contractor shall be responsible for submitting claims for reimbursement to the manufacturer or supplier, including defending claims. Further, the Contractor shall be responsible for pursuing claims that have been denied, at the direction of West Covina Fleet Services Coordinator. Quarterlv Meetinqs The Contractor shall conduct quarterly meetings to discuss work performed during the previous quarter. Contactor shall provide work summaries for all work performed during the previous quarter. The meetings will be held at the West Covina Public Services Maintenance Yard locates at 825 S. Sunset Ave., West Covina, CA 91790. Revised August 2019 22 Southern CA Fleet Services EXHIBIT B FEE SCHEDULE Revised August 2019 23 Southern CA Fleet Services QUOTE FORM Rate for all items listed in this request for quotes to be inclusive with all labor, shop fees, management fees, and environmental fees as described in Section 7 Scope of Services of the Standards Specifications, and all other items as listed in the specifications. Rate for directed work items such as maintenance, mechanical repairs, component replacement and reconditioning as described above. Standard hourly rate: $ 105.00 Overtime hourly rate: $ 120.00 Rate for emergency conditions (after hours) work items such as mechanical repairs, component replacement and reconditioning. Vendor to provide written description of emergency conditions, procedures and hours for applications of stated rates. Emergency hourly rate: $ 120.00 Parts Markup Cost+17.6% % (indicate publication & price base (i.e. wholesale, dealer cost, list cost, etc.) Southern California Fleet Services, Inc. Vendor company name Revised August 2019 24 Southern CA Fleet Services ATTACHMENT NO. 4 CITY OF WEST COVINA PROFESSIONAL SERVICES AGREEMENT WITH VALLEY POWER SYSTEMS FOR FIRE APPARATUS AND HEAVY EQUIPMENT MAINTENANCE & REPAIR THIS AGREEMENT is made and entered into this 18th day of February, 2020 ("Effective Date"), by and between the CITY OF WEST COVINA, a municipal corporation ("City"), and "VALLEY POWER SYSTEMS", a California Corporation ("Consultant"). WITNESSETH: A. WHEREAS, City proposes to utilize the services of Consultant as an independent contractor to City for Fire Apparatus and Heavy Equipment Maintenance and Repair, as more fully described herein; and B. WHEREAS, Consultant represents that it has that degree of specialized expertise contemplated within California Government Code Section 37103, and holds all necessary licenses to practice and perform the services herein contemplated, except that if Consultant is required to but does not yet hold a City business license, it will promptly obtain a business license and will not provide services to the City until it has done so; and C. WHEREAS, City and Consultant desire to contract for the specific services described in Exhibit "A" and desire to set forth their rights, duties and liabilities in connection with the services to be performed; and D. WHEREAS, no official or employee of City has a financial interest, within the provisions of Sections 1090-1092 of the California Government Code, in the subject matter of this Agreement. E. WHEREAS, Consultant responded to the City's Request for Proposals dated December 17, 2019, incorporated via this reference as if fully set forth herein, and Consultant's response to the Request for Proposals was a material inducement to the City ultimately entering into this agreement. NOW, THEREFORE, for and in consideration of the mutual covenants and conditions contained herein, the parties hereby agree as follows: 1.0. SERVICES PROVIDED BY CONSULTANT 1.1. Scope of Services. Consultant shall provide the professional services described in the Scope of Services attached hereto as Exhibit "A," incorporated herein by this reference. 1.2. Professional Practices. All professional services to be provided by Consultant pursuant to this Agreement shall be provided by personnel experienced in their respective fields and in a manner consistent with the standards of care, diligence and skill ordinarily exercised by professional consultants in similar fields and circumstances in accordance with sound professional practices. Consultant also warrants that it is familiar with all laws that may affect its performance of this Agreement and shall advise City of any changes in any laws that may affect Consultant's performance of this Agreement. Consultant shall keep itself informed of State and Federal laws and regulations which in any manner affect those employed by it or in any way affect Revised August 2019 1 Valley Power Systems the performance of its service pursuant to this Agreement. The Consultant shall at all times observe and comply with all such laws and regulations. City officers and employees shall not be liable at law or in equity for any claims or damages occurring as a result of failure of the Consultant to comply with this section. 1.3. Performance to Satisfaction of Citv. Consultant agrees to perform all the work to the reasonable satisfaction of the City. Evaluations of the work will be conducted by the City Manager or his or her designee. If the quality of work is not satisfactory, City in its discretion has the right to: (a) Meet with Consultant to review the quality of the work and resolve the matters of concern; (b) Require Consultant to repeat the work at no additional fee until it is satisfactory; and/or (c) Terminate the Agreement as hereinafter set forth. 1.4. Warranty. Consultant warrants that it shall perform the services required by this Agreement in compliance with all applicable Federal and California employment laws, including, but not limited to, those laws related to minimum hours and wages; occupational health and safety; fair employment and employment practices; workers' compensation; and all other Federal, State and local laws and ordinances applicable to the services required under this Agreement. 1.5. Non-discrimination. In performing this Agreement, Consultant shall not engage in, nor permit its agents to engage in, discrimination in employment of persons because of their race, religion, color, national origin, ancestry, age, physical or mental disability, medical condition, genetic information, pregnancy, marital status, sex, gender, gender identity, gender expression, sexual orientation, or military or veteran status, except as permitted pursuant to Section 12940 of the Government Code. 1.6. Non -Exclusive Agreement. Consultant acknowledges that City may enter into agreements with other consultants for services similar to the services that are subject to this Agreement or may have its own employees perform services similar to those services contemplated by this Agreement. 1.7. Confidentiality. Employees of Consultant in the course of their duties may have access to financial, accounting, statistical, and personnel data of private individuals and employees of City. Consultant covenants that all data, documents, discussion, or other information developed or received by Consultant or provided for performance of this Agreement are deemed confidential and shall not be disclosed by Consultant without written authorization by City. City shall grant such authorization if disclosure is required by law. All City data shall be returned to City upon the termination of this Agreement. Consultant's covenant under this Section shall survive the termination of this Agreement. 1.8 Public Records Act Disclosure. Consultant has been advised and is aware that this Agreement and all reports, documents, information and data, including, but not limited to, computer tapes, discs or files furnished or prepared by Consultant, or any of its subcontractors, pursuant to this Agreement and provided to City may be subject to public disclosure as required by the California Public Records Act (California Government Code Section 6250 et seq.). Exceptions to public disclosure may be those documents or information that qualify as trade secrets, as that term is defined in California Government Code Section 6254.7, and of which Consultant informs City of such trade secret. The City will endeavor to maintain as confidential all Revised August 2019 2 Valley Power Systems information obtained by it that is designated as a trade secret. The City shall not, in any way, be liable or responsible for the disclosure of any trade secret including, without limitation, those records so marked if disclosure is deemed to be required by law or by order of the court. 2.0. COMPENSATION AND BILLING 2.1. Compensation. Consultant shall be paid in accordance with the fee schedule set forth in Exhibit "B," attached hereto and made a part of this Agreement (the "Fee Schedule"). Consultant's total compensation shall have no minimum and shall not exceed One Hundred Thousand Dollars ($100,000) a year. 2.2. Additional Services. Consultant shall not receive compensation for any services provided outside the scope of services unless the City, prior to Consultant performing the additional services, approves such additional services in writing. It is specifically understood that oral requests and/or approvals of such additional services or additional compensation shall be barred and are unenforceable. Should the City request in writing additional services that increase the Scope of Services, an additional fee based upon the Consultant's standard hourly rates shall be paid to the Consultant for such additional services. Such increase in additional fees shall be limited to 25% of the total contract sum or to the maximum total contract amount of $25,000, whichever is greater. The Department Head or City Manager is authorized to approve a Change Order for such additional services. 2.3. Method of Billing. Consultant may submit invoices to the City for approval on a progress basis, but no more often than once a month. Said invoice shall be based on the total of all Consultant's services which have been completed to City's sole satisfaction. City shall pay Consultant's invoice within forty-five (45) days from the date City receives said invoice. Each invoice shall describe in detail the services performed, the date of performance, and the associated time for completion. Any additional services approved and performed pursuant to this Agreement shall be designated as "Additional Services" and shall identify the number of the authorized change order, where applicable, on all invoices. 2.4. Records and Audits. Records of Consultant's services relating to this Agreement shall be maintained in accordance with generally recognized accounting principles and shall be made available to City for inspection and/or audit at mutually convenient times from the Effective Date until three (3) years after the termination or expiration of this Agreement. 3.0. TIME OF PERFORMANCE 3.1. Commencement and Completion of Work. Unless otherwise agreed to by the parties, the professional services to be performed pursuant to this Agreement shall commence within five (5) days from the Effective Date of this Agreement. Failure to commence work in a timely manner and/or diligently pursue work to completion may be grounds for termination of this Agreement. 3.2. Excusable Delays. Neither party shall be responsible for delays or lack of performance resulting from acts beyond the reasonable control of the party or parties. Such acts shall include, but not be limited to, acts of God, fire, strikes, material shortages, compliance with laws or regulations, riots, acts of war, or any other conditions beyond the reasonable control of a party. If a delay beyond the control of the Consultant is encountered, a time extension may be mutually agreed upon in writing by the City and the Consultant. The Consultant shall present documentation satisfactory to the City to substantiate any request for a time extension. 4.0. TERM AND TERMINATION Revised August 2019 3 Valley Power Systems 4.1. Term. This Agreement shall commence on the Effective Date and continue for a period of Thity-Six (36) months, ending on February 18, 2023, unless previously terminated as provided herein or as otherwise agreed to in writing by the parties. Thereafter, this Agreement may be extended for a maximum of two (2) successive one (1) year periods. Such extensions, if any, will be evidenced by a written amendment to this Agreement. 4.2. Notice of Termination. The City reserves and has the right and privilege of canceling, suspending or abandoning the execution of all or any part of the work contemplated by this Agreement, with or without cause, at any time, by providing at least fifteen (15) days prior written notice to Consultant. In the event of such termination, Consultant shall immediately stop rendering services under this Agreement unless directed otherwise by the City. If the City suspends, terminates or abandons a portion of this Agreement such suspension, termination or abandonment shall not make void or invalidate the remainder of this Agreement. If the Consultant defaults in the performance of any of the terms or conditions of this Agreement, it shall have ten (10) days after service upon it of written notice of such default in which to cure the default by rendering a satisfactory performance. In the event that the Consultant fails to cure its default within such period of time, the City shall have the right, notwithstanding any other provision of this Agreement, to terminate this Agreement without further notice and without prejudice to any other remedy to which it may be entitled to at law, in equity, or under this Agreement. The City also shall have the right, notwithstanding any other provisions of this Agreement, to terminate this Agreement, at its option and without prejudice to any other remedy to which it may be entitled to at law, in equity, or under this Agreement, immediately upon service of written notice of termination on the Consultant, if the latter should: a. Be adjudged a bankrupt; b. Become insolvent or have a receiver of its assets or property appointed because of insolvency; C. Make a general assignment for the benefit of creditors; d. Default in the performance of any obligation or payment of any indebtedness under this Agreement; e. Suffer any judgment against it to remain unsatisfied or unbonded of record for thirty (30) days or longer; or f. Institute or suffer to be instituted any procedures for reorganization or rearrangement of its affairs. 4.3. Compensation. In the event of termination, City shall pay Consultant for reasonable costs incurred and professional services satisfactorily performed up to and including the effective date of the City's written notice of termination, within forty-five (45) days after the effective date of the notice of termination or the final invoice of the Consultant, whichever occurs last. Compensation for work in progress shall be prorated based on the percentage of work completed as of the effective date of termination in accordance with the fees set forth herein. 4.4. Documents. In the event of termination of this Agreement, all documents prepared by Consultant in its performance of this Agreement including, but not limited to, finished or Revised August 2019 4 Valley Power Systems 4.4. Documents. In the event of termination of this Agreement, all documents prepared by Consultant in its performance of this Agreement including, but not limited to, finished or unfinished design, development and construction documents, data studies, drawings, maps and reports, shall be delivered to the City within ten (10) days of the effective date of the notice of termination, at no cost to City. 5.0. INSURANCE 5.1. Minimum Scope and Limits of Insurance. Consultant shall obtain, maintain, and keep in full force and effect during the life of this Agreement all of the following minimum scope of insurance coverages with an insurance company admitted to do business in California, with a current A.M. Best's rating of no less than A:VII, and approved by City: (a) Broad -form commercial general liability, including premises -operations, products/completed operations, broad form property damage, blanket contractual liability, independent contractors, personal injury or bodily injury with a policy limit of not less than Two Million Dollars ($2,000,000.00), combined single limits, per occurrence. If such insurance contains a general aggregate limit, it shall apply separately to this Agreement or shall be twice the required occurrence limit. (b) Business automobile liability for owned vehicles, hired, and non -owned vehicles, with a policy limit of not less than One Million Dollars ($1,000,000.00), combined single limits, per accident for bodily injury and property damage. (c) Workers' compensation insurance as required by the State of California, with Statutory Limits, and Employer's Liability Insurance with a limit of no less than One Million Dollars ($1,000,000.00) per accident for bodily injury or disease. Consultant agrees to waive, and to obtain endorsements from its workers' compensation insurer waiving subrogation rights under its workers' compensation insurance policy against the City, its officers, agents, employees, and volunteers for losses arising from work performed by Consultant for the City and to require each of its subcontractors, if any, to do likewise under their workers' compensation insurance policies. By execution of this Agreement, the Consultant certifies as follows: I am aware of, and will comply with, Section 3700 of the Labor Code, requiring every employer to be insured against liability of Workers' Compensation or to undertake self-insurance before commencing any of the work. The Consultant shall also comply with Section 3800 of the Labor Code by securing, paying for and maintaining in full force and effect for the duration of this Agreement, complete Workers' Compensation Insurance, and shall furnish a Certificate of Insurance to the City before execution of this Agreement by the City. The City, its officers and employees shall not be responsible for any claims in law or equity occasioned by failure of the consultant to comply with this section. (d) Professional errors and omissions ("E&O") liability insurance with policy limits of not less than One Million Dollars ($1,000,000.00), combined single Revised August 2019 5 Emergency Vehicle Group unfinished design, development and construction documents, data studies, drawings, maps and reports, shall be delivered to the City within ten (10) days of the effective date of the notice of termination, at no cost to City. 5.0. INSURANCE 5.1. Minimum Scope and Limits of Insurance. Consultant shall obtain, maintain, and keep in full force and effect during the life of this Agreement all of the following minimum scope of insurance coverages with an insurance company admitted to do business in California, with a current A.M. Best's rating of no less than A:VII, and approved by City: (a) Broad -form commercial general liability, including premises -operations, products/completed operations, broad form property damage, blanket contractual liability, independent contractors, personal injury or bodily injury with a policy limit of not less than Two Million Dollars ($2,000,000.00), combined single limits, per occurrence. If such insurance contains a general aggregate limit, it shall apply separately to this Agreement or shall be twice the required occurrence limit. (b) Business automobile liability for owned vehicles, hired, and non -owned vehicles, with a policy limit of not less than One Million Dollars ($1,000,000.00), combined single limits, per accident for bodily injury and property damage. (c) Workers' compensation insurance as required by the State of California, with Statutory Limits, and Employer's Liability Insurance with a limit of no less than One Million Dollars ($1,000,000.00) per accident for bodily injury or disease. Consultant agrees to waive, and to obtain endorsements from its workers' compensation insurer waiving subrogation rights under its workers' compensation insurance policy against the City, its officers, agents, employees, and volunteers for losses arising from work performed by Consultant for the City and to require each of its subcontractors, if any, to do likewise under their workers' compensation insurance policies. By execution of this Agreement, the Consultant certifies as follows: I am aware of, and will comply with, Section 3700 of the Labor Code, requiring every employer to be insured against liability of Workers' Compensation or to undertake self-insurance before commencing any of the work. The Consultant shall also comply with Section 3800 of the Labor Code by securing, paying for and maintaining in full force and effect for the duration of this Agreement, complete Workers' Compensation Insurance, and shall furnish a Certificate of Insurance to the City before execution of this Agreement by the City. The City, its officers and employees shall not be responsible for any claims in law or equity occasioned by failure of the consultant to comply with this section. (d) Professional errors and omissions ("E&O") liability insurance with policy limits of not less than One Million Dollars ($1,000,000.00), combined single limits, per occurrence or claim, and Two Million Dollars ($2,000,000.00) aggregate. Architects' and engineers' coverage shall be endorsed to Revised August 2019 5 Valley Power Systems include contractual liability. If the policy is written as a "claims made" policy, the retroactivity date shall be prior to the start of the work set forth herein. Consultant shall obtain and maintain said E&O liability insurance during the life of this Agreement and for five (5) years after completion of the work hereunder. If coverage is canceled or non -renewed, and not replaced with another claims -made policy form with a retroactive date prior to the effective date of this Agreement, Consultant shall purchase "extended reporting" coverage for a minimum of five (5) years after completion of the work. If the Consultant maintains higher limits or has broader coverage than the minimums shown above, the City requires and shall be entitled to all coverage, and to the higher limits maintained by the Consultant. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City. 5.2. Endorsements. The insurance policies are to contain, or be endorsed to contain, the following provisions: (a) Additional Insureds: The City of West Covina and its elected and appointed boards, officers, officials, agents, employees, and volunteers are additional insureds with respect to: liability arising out of activities performed by or on behalf of the Consultant pursuant to its contract with the City; products and completed operations of the Consultant; premises owned, occupied or used by the Consultant; automobiles owned, leased, hired, or borrowed by the Consultant. (b) Notice of Cancelation: Each insurance policy required above shall provide that coverage shall not be canceled, except with notice to the City. (c) Primary Coverage: The Consultant's insurance coverage shall be primary insurance as respects the City of West Covina, its officers, officials, agents, employees, and volunteers. Any other insurance maintained by the City of West Covina shall be excess and not contributing with the insurance provided by this policy. (d) Waiver of Subrogation: Consultant hereby grants to City a waiver of any right to subrogation which any insurer of said Consultant may acquire against the City by virtue of the payment of any loss under such insurance. Consultant agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not the City has received a waiver of subrogation endorsement from the insurer. (e) Coverage Not Affected: Any failure to comply with the reporting provisions of the policies shall not affect coverage provided to the City of West Covina, its officers, officials, agents, employees, and volunteers. (f) Coverage Applies Separately: The Consultant's insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability. Revised August 2019 6 Valley Power Systems 5.3. Deductible or Self Insured Retention. If any of such policies provide for a deductible or self -insured retention to provide such coverage, the amount of such deductible or self -insured retention shall be approved in advance by City. The City may require the Consultant to purchase coverage with a lower retention or provide proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention. The policy language shall provide, or be endorsed to provide, that the self -insured retention may be satisfied by either the named insured or City. 5.4. Certificates of Insurance. Consultant shall provide to City certificates of insurance showing the insurance coverages and required endorsements described above, in a form and content approved by City, prior to performing any services under this Agreement. The City reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at anytime. 5.5. Non -limiting. Nothing in this Section shall be construed as limiting in any way the indemnification provision contained in this Agreement. 6.0. GENERAL PROVISIONS 6.1. Entire Aoreement. This Agreement constitutes the entire agreement between the parties with respect to any matter referenced herein and supersedes any and all other prior writings and oral negotiations. This Agreement may be modified only in writing, and signed by the parties in interest at the time of such modification. 6.2. Representatives. The City Manager or his or her designee shall be the representative of City for purposes of this Agreement and may issue all consents, approvals, directives and agreements on behalf of the City, called for by this Agreement, except as otherwise expressly provided in this Agreement. Consultant shall designate a representative for purposes of this Agreement who shall be authorized to issue all consents, approvals, directives and agreements on behalf of Consultant called for by this Agreement, except as otherwise expressly provided in this Agreement. 6.3. Key Personnel. It is the intent of both parties to this Agreement that Consultant shall make available the professional services of Brad Sandona who shall coordinate directly with City. Any substitution of key personnel must be approved in advance in writing by City's Representative. 6.4. Notices. Any notices, documents, correspondence or other communications concerning this Agreement or the work hereunder may be provided by personal delivery, Email or by U.S. mail. If by U.S. mail, it shall be addressed as set forth below and placed in a sealed envelope, postage prepaid, and deposited in the United States Postal Service. Such communication shall be deemed served or delivered: a) at the time of delivery if such communication is sent by personal delivery; b) at the time of transmission if such communication is sent by Email; and c) 72 hours after deposit in the U.S. Mail as reflected by the official U.S. postmark if such communication is sent through regular United States mail. Revised August 2019 7 Valley Power Systems IF TO CONSULTANT: IF TO CITY: Valley Power Systems City of West Covina 425 S. Hacienda Blvd 1444 West Garvey Ave. South City of Industry, CA 91745 West Covina, CA 91790 Tel: (951) 207-0719 Tel: (626) 939-8789 Email: brad.sandona(a)vallevpsi.com Email: damartinez(a)westcovina.org Attn: Brad Sandona Attn: Daniel Martinez 6.5. Attorneys' Fees. If litigation is brought by any party in connection with this Agreement against another party, the prevailing party shall be entitled to recover from the opposing party all costs and expenses, including reasonable attorneys' fees, incurred by the prevailing party in the exercise of any of its rights or remedies hereunder or the enforcement of any of the terms, conditions, or provisions hereof. 6.6. Governing Law. This Agreement shall be governed by and construed under the laws of the State of California without giving effect to that body of laws pertaining to conflict of laws. In the event of any legal action to enforce or interpret this Agreement, the parties hereto agree that the sole and exclusive venue shall be a court of competent jurisdiction located in Los Angeles County, California. 6.7. Assignment. Consultant shall not voluntarily or by operation of law assign, transfer, sublet or encumber all or any part of Consultant's interest in this Agreement without City's prior written consent. Any attempted assignment, transfer, subletting or encumbrance shall be void and shall constitute a breach of this Agreement and cause for termination of this Agreement. Regardless of City's consent, no subletting or assignment shall release Consultant of Consultant's obligation to perform all other obligations to be performed by Consultant hereunder for the term of this Agreement. 6.8. Indemnification and Hold Harmless. Consultant agrees to defend, indemnify, hold free and harmless the City, its elected and appointed officials, officers, agents and employees, at Consultant's sole expense, from and against any and all claims, demands, actions, suits or other legal proceedings brought against the City, its elected and appointed officials, officers, agents and employees arising out of the performance of the Consultant, its employees, and/or authorized subcontractors, of the work undertaken pursuant to this Agreement. The defense obligation provided for hereunder shall apply without any advance showing of negligence or wrongdoing by the Consultant, its employees, and/or authorized subcontractors, but shall be required whenever any claim, action, complaint, or suit asserts as its basis the negligence, errors, omissions or misconduct of the Consultant, its employees, and/or authorized subcontractors, and/or whenever any claim, action, complaint or suit asserts liability against the City, its elected and appointed officials, officers, agents and employees based upon the work performed by the Consultant, its employees, and/or authorized subcontractors under this Agreement, whether or not the Consultant, its employees, and/or authorized subcontractors are specifically named or otherwise asserted to be liable. Notwithstanding the foregoing, the Consultant shall not be liable for the defense or indemnification of the City for claims, actions, complaints or suits arising out of the sole active negligence or willful misconduct of the City. This provision shall supersede and replace all other indemnity provisions contained either in the City's specifications or Consultant's Proposal, which shall be of no force and effect. 6.9. Independent Contractor. Consultant is and shall be acting at all times as an independent contractor and not as an employee of City. Consultant shall have no power to incur any debt, obligation, or liability on behalf of City or otherwise act on behalf of City as an agent. Neither City nor any of its agents shall have control over the conduct of Consultant or any of Revised August 2019 8 Valley Power Systems Consultant's employees, except as set forth in this Agreement. Consultant shall not, at any time, or in any manner, represent that it or any of its or employees are in any manner agents or employees of City. Consultant shall secure, at its sole expense, and be responsible for any and all payment of Income Tax, Social Security, State Disability Insurance Compensation, Unemployment Compensation, and other payroll deductions for Consultant and its officers, agents, and employees, and all business licenses, if any are required, in connection with the services to be performed hereunder. Consultant shall indemnify and hold City harmless from any and all taxes, assessments, penalties, and interest asserted against City by reason of the independent contractor relationship created by this Agreement. Consultant further agrees to indemnify and hold City harmless from any failure of Consultant to comply with the applicable worker's compensation laws. City shall have the right to offset against the amount of any fees due to Consultant under this Agreement any amount due to City from Consultant as a result of Consultant's failure to promptly pay to City any reimbursement or indemnification arising under this paragraph. 6.10. PERS Eligibility Indemnification. In the event that Consultant or any employee, agent, or subcontractor of Consultant providing services under this Agreement claims or is determined by a court of competent jurisdiction or the California Public Employees Retirement System (PERS) to be eligible for enrollment in PERS as an employee of the City, Consultant shall indemnify, defend, and hold harmless City for the payment of any employee and/or employer contributions for PERS benefits on behalf of Consultant or its employees, agents, or subcontractors, as well as for the payment of any penalties and interest on such contributions, which would otherwise be the responsibility of City. Notwithstanding any other agency, state or federal policy, rule, regulation, law or ordinance to the contrary, Consultant and any of its employees, agents, and subcontractors providing service under this Agreement shall not qualify for or become entitled to, and hereby agree to waive any claims to, any compensation, benefit, or any incident of employment by City, including but not limited to eligibility to enroll in PERS as an employee of City and entitlement to any contribution to be paid by City for employer contribution and/or employee contributions for PERS benefits. 6.11. Cooperation. In the event any claim or action is brought against City relating to Consultant's performance or services rendered under this Agreement, Consultant shall render any reasonable assistance and cooperation which City might require. 6.12. Ownership of Documents. All findings, reports, documents, information and data including, but not limited to, computer tapes or discs, files and tapes furnished or prepared by Consultant or any of its subcontractors in the course of performance of this Agreement, shall be and remain the sole property of City. Consultant agrees that any such documents or information shall not be made available to any individual or organization without the prior consent of City. Any use of such documents for other projects not contemplated by this Agreement, and any use of incomplete documents, shall be at the sole risk of City and without liability or legal exposure to Consultant. City shall indemnify and hold harmless Consultant from all claims, damages, losses, and expenses, including attorneys' fees, arising out of or resulting from City's use of such documents for other projects not contemplated by this Agreement or use of incomplete documents furnished by Consultant. Consultant shall deliver to City any findings, reports, documents, information, data, in any form, including but not limited to, computer tapes, discs, files audio tapes or any other related items as requested by City or its authorized representative, at no additional cost to the City. Consultant or Consultant's agents shall execute such documents as may be necessary from time to time to confirm City's ownership of the copyright in such documents. Revised August 2019 9 Valley Power Systems 6.13. Electronic Safeguards. Contractor shall identify reasonably foreseeable internal and external risks to the privacy and security of personal information that could result in the unauthorized disclosure, misuse, alteration, destruction or other compromise of the information. Contractor shall regularly assess the sufficiency of any safeguards and information security awareness training in place to control reasonably foreseeable internal and external risks, and evaluate and adjust those safeguards in light of the assessment. 6.14. Economic Interest Statement. Consultant hereby acknowledges that pursuant to Government Code Section 87300 and the Conflict of Interest Code adopted by City, Consultant is designated in said Conflict of Interest Code and is therefore required to file an Economic Interest Statement (Form 700) with the City Clerk, for each employee providing advice under this Agreement, prior to the commencement of work, unless waived by the City Manager. 6.15. Conflict of Interest. Consultant and its officers, employees, associates and subconsultants, if any, will comply with all conflict of interest statutes of the State of California applicable to Consultant's services under this agreement, including, but not limited to, the Political Reform Act of 1974 (Government Code Section 81000, et seq.) and Government Code Sections 1090-1092. Consultant covenants that none of Consultant's officers or principals have any interest in, or shall acquire any interest, directly or indirectly, which will conflict in any manner or degree with the performance of the services hereunder, including in any manner in violation of the Political Reform Act. Consultant further covenants that in the performance of this Agreement, no person having such interest shall be used by Consultant as an officer, employee, agent, or subconsultant. Consultant further covenants that Consultant has not contracted with nor is performing any services, directly or indirectly, with any developer(s) and/or property owner(s) and/or firm(s) and/or partnership(s) owning property in the City and further covenants and agrees that Consultant and/or its subconsultants shall provide no service or enter into any agreement or agreements with a/any developer(s) and/or property owner(s) and/or firm(s) and/or partnership(s) owning property in the City prior to the completion of the work under this Agreement. 6.16. Prohibited Employment. Consultant will not employ any regular employee of City while this Agreement is in effect. 6.17. Order of Precedence. In the event of an inconsistency in this Agreement and any of the attached Exhibits, the terms set forth in this Agreement shall prevail. If, and to the extent this Agreement incorporates by reference any provision of any document, such provision shall be deemed a part of this Agreement. Nevertheless, if there is any conflict among the terms and conditions of this Agreement and those of any such provision or provisions so incorporated by reference, this Agreement shall govern over the document referenced. 6.18. Costs. Each party shall bear its own costs and fees incurred in the preparation and negotiation of this Agreement and in the performance of its obligations hereunder except as expressly provided herein. 6.19. No Third Party Beneficiary Rights. This Agreement is entered into for the sole benefit of City and Consultant and no other parties are intended to be direct or incidental beneficiaries of this Agreement and no third party shall have any right in, under or to this Agreement. 6.20. Headings. Paragraphs and subparagraph headings contained in this Agreement are included solely for convenience and are not intended to modify, explain or to be a full or accurate description of the content thereof and shall not in any way affect the meaning or interpretation of this Agreement. Revised August 2019 10 Valley Power Systems 6.21. Amendments. Only a writing executed by the parties hereto or their respective successors and assigns may amend this Agreement. 6.22. Waiver. The delay or failure of either party at any time to require performance or compliance by the other of any of its obligations or agreements shall in no way be deemed a waiver of those rights to require such performance or compliance. No waiver of any provision of this Agreement shall be effective unless in writing and signed by a duly authorized representative of the party against whom enforcement of a waiver is sought. The waiver of any right or remedy in respect to any occurrence or event shall not be deemed a waiver of any right or remedy in respect to any other occurrence or event, nor shall any waiver constitute a continuing waiver. 6.23. Severability. If any provision of this Agreement is determined by a court of competent jurisdiction to be unenforceable in any circumstance, such determination shall not affect the validity or enforceability of the remaining terms and provisions hereof or of the offending provision in any other circumstance. Notwithstanding the foregoing, if the value of this Agreement, based upon the substantial benefit of the bargain for any party, is materially impaired, which determination made by the presiding court or arbitrator of competent jurisdiction shall be binding, then both parties agree to substitute such provision(s) through good faith negotiations. 6.24. Counterparts and Electronic Signatures. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original. All counterparts shall be construed together and shall constitute one agreement. Counterpart written signatures may be transmitted by facsimile, email or other electronic means and have the same legal effect as if they were original signatures. 6.25. Corporate Authority. The persons executing this Agreement on behalf of the parties hereto warrant that they are duly authorized to execute this Agreement on behalf of said parties and that by doing so the parties hereto are formally bound to the provisions of this Agreement. 6.26 Taxpayer Identification Number. Consultant shall provide City with a complete Request for Taxpayer Identification Number and Certification, Form W9, as issued by the Internal Revenue Service. [SIGNATURE PAGE FOLLOWS] Revised August 2019 11 Valley Power Systems IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by and through their respective authorized officers, as of the date first above written. CITY OF WEST COVINA, A municipal corporation David Carmany City Manager CONSU ANT Michael H, ee. President ATTEST Date: Date: �-13 -Zo Date: �✓� z.rizC� phryes, Chief Financial Officer Lisa Sherrick Assistant City Clerk APPROVED AS TO FORM. Thomas P. Duarte City Attorney APPROVED AS TO INSURANCE: Helen Tran Risk Management Date: Date: Revised August 2019 12 Valley Power Systems EXHIBIT A SCOPE OF SERVICES Revised August 2019 13 Valley Power Systems SCOPE OF SERVICES The Contractor shall furnish all necessary supervision, labor, tools, parts, equipment and location required to perform inspections, maintenance, repairs and testing of the West Covina Fire, Rescue and Emergency fleet of fire apparatus and ambulances plus heavy equipment. 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, Contractor personnel performing maintenance or repair on fire apparatus shall meet the qualifications administered by the National Institute for Automotive Service Excellence (ASE) for Medium/Heavy Truck certification(s) appropriate for the system or component (Certifications T1 through T8), as demonstrated by current ASE certification or CFM/EVT (Fire Apparatus) certification. 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, timely maintenance and repair services to correct deficiencies and return the vehicle to an in-service status. Facilities and Work Sites The 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 Services Coordinator. The 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. Fire Apparatus and Ambulance 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. 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, ambulances or heavy 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. Revised August 2019 14 Valley Power Systems limits, per occurrence or claim, and Two Million Dollars ($2,000,000.00) aggregate. Architects' and engineers' coverage shall be endorsed to include contractual liability. If the policy is written as a "claims made" policy, the retroactivity date shall be prior to the start of the work set forth herein. Consultant shall obtain and maintain said E&O liability insurance during the life of this Agreement and for five (5) years after completion of the work hereunder. If coverage is canceled or non -renewed, and not replaced with another claims -made policy form with a retroactive date prior to the effective date of this Agreement, Consultant shall purchase "extended reporting" coverage for a minimum of five (5) years after completion of the work. If the Consultant maintains higher limits or has broader coverage than the minimums shown above, the City requires and shall be entitled to all coverage, and to the higher limits maintained by the Consultant. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City. 5.2. Endorsements. The insurance policies are to contain, or be endorsed to contain, the following provisions: (a) Additional Insureds: The City of West Covina and its elected and appointed boards, officers, officials, agents, employees, and volunteers are additional insureds with respect to: liability arising out of activities performed by or on behalf of the Consultant pursuant to its contract with the City; products and completed operations of the Consultant; premises owned, occupied or used by the Consultant; automobiles owned, leased, hired, or borrowed by the Consultant. (b) Notice of Cancelation: Each insurance policy required above shall provide that coverage shall not be canceled, except with notice to the City. (c) Primary Coverage: The Consultant's insurance coverage shall be primary insurance as respects the City of West Covina, its officers, officials, agents, employees, and volunteers. Any other insurance maintained by the City of West Covina shall be excess and not contributing with the insurance provided by this policy. (d) Waiver of Subrogation: Consultant hereby grants to City a waiver of any right to subrogation which any insurer of said Consultant may acquire against the City by virtue of the payment of any loss under such insurance. Consultant agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not the City has received a waiver of subrogation endorsement from the insurer. (e) Coverage Not Affected: Any failure to comply with the reporting provisions of the policies shall not affect coverage provided to the City of West Covina, its officers, officials, agents, employees, and volunteers. (f) Coverage Applies Separately: The Consultant's insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability. Revised August 2019 6 Emergency Vehicle Group Maintenance Schedulina and Completion The West Covina Fleet Services Coordinator shall contact the Contractor to schedule apparatus/heavy equipment due for service. The location at which services will be performed shall be determined between the West Covina Fleet Services Coordinator 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 West Covina Fleet Services Coordinator 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. Notifications and Communication It shall be the responsibility of the West Covina Fleet Services Coordinator to notify affected City worksites and station personnel of scheduled service of apparatus/heavy equipment. In the event the contractor must pick up a piece of apparatus/heavy equipment at 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). Inspection and Maintenance Completion The Contractor is responsible for the timely inspection and maintenance of the City's fire apparatus, ambulances, and heavy equipment and the return of each unit to an in- service status. With the exception of 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/heavy equipment. The West Covina 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 West Covina Fleet Services Coordinator immediately. Revised August 2019 15 Valley Power Systems 2. 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 West Covina Fleet Services Coordinator. 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 West Covina Fleet Services Coordinator immediately. 3. 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 West Covina Fleet Services Coordinator immediately. 4. Non -Priority Repairs: Non -priority repairs shall be resolved within five (5) business days upon notification to the Contractor. The Contractor and the LCFR Apparatus Officer will determine where these types of repairs will be performed. If additional time is needed for repairs the Contractor shall notify the West Covina Fleet Services Coordinator immediately. The following establishes the level of services to be provided by the Contractor. The Contractor shall work with the City's Fleet Services Coordinator to determine the level of inspection and preventative maintenance and the required service interval for each fire apparatus, ambulance or heavy equipment that the City operates. 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 — Heavy Apparatus. Includes inspection and preventative maintenance that may be required for all apparatus components and systems. 2. Quarterly Inspection and Preventative Maintenance — Light Apparatus. Includes inspection and preventative maintenance that may be required for all apparatus components and systems. 3. Semi -Annual Inspection and Preventative Maintenance — Heavy Apparatus. Includes inspection and preventative maintenance that may be required for all apparatus components and systems. 4. Semi -Annual Inspection and Preventative Maintenance — Light Apparatus. Includes inspection and preventative maintenance that may be required for all apparatus components and systems. Revised August 2019 16 Valley Power Systems 5. Annual Inspection and Preventative Maintenance — Heavy Apparatus. Includes inspection and preventative maintenance that may be required for all apparatus components and systems. 6. Annual Inspection and Preventative Maintenance — Light Apparatus. Includes inspection and preventative maintenance that may be required for all apparatus components and systems. 7. Annual Performance and Certification Testing. 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. 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. Non -Priority Repairs will be approved by West Covina Fleet Services Coordinator 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 West Covina Fleet Services Coordinator. 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: 1. Date services were performed; 2. Name of the technician that performed the services; 3. Location where services were performed; 4. Vehicle Number; 5. Apparatus Manufacturer; 6. Apparatus Make; Apparatus Model 7. Manufacturer Job Number or Serial Number; 8. Odometer Reading In; 9. Odometer Reading Out; and 10. Engine Hours Revised August 2019 17 Valley Power Systems VEHICLE MAINTENANCE AND REPAIR The Contractor shall perform scheduled preventive, recurring maintenance, repair and replacements for the fire apparatus and ambulances included in this Contract as directed by the Fleet Services Coordinator. All maintenance activities for this equipment shall comply with the manufacturer's recommendations including warranties. Maintenance intervals shall comply with the manufacturer's recommended severe service schedule based on mileage, hours of operation, or time in service since the previous maintenance as approved by the Fleet Services Coordinator. Inspection and Preventive Maintenance Service The objectives of inspection and preventative maintenance service are to ensure that: (a) fire apparatus and ambulances safely operate to the next scheduled service without a failure; and (b) component service life is maximized. All minor deferred repairs will be completed during the inspection and preventative maintenance service. Inspection and preventative maintenance services shall include fluid analyses including oil and transmission fluid and, if requested by Fleet Services Coordinator, coolant. Recurring Maintenance Recurring maintenance is the act of servicing a fire apparatus, ambulance or a component in order to keep the vehicle and its components in proper operating condition, and to prevent failure or breakdown. Task examples include, but are not limited to, lamp and gauge replacement, scheduled oil changes, coolant and pneumatic hose replacement, belt replacement and adjustment, windshield wiper replacement, brake adjustments, system and component adjustments and calibration, and fastener replacement. Repair and Replacement Repair is the work necessary to restore a fire apparatus, ambulance or a component to sound condition after failure or damage. Replacement is the work necessary to remove an unserviceable item and install a serviceable counterpart in its place. Original equipment manufacturer (OEM) parts and supplies shall be used on repairs and replacements required on equipment included in this Contract. Major Repairs All major repairs not performed by the Contractor shall be performed by a repair facility authorized by the manufacturer to perform such work. Re -Assembly the Contractor shall ensure that all re -assembly tasks performed after any required vehicle repair maintain the vehicle's OEM configurations as originally received from the manufacturer. System examples include, but are not limited to, the wiring and clamping, pump system pressures and flows, hydraulic system pressures, hose and orifice sizing, ladder table and ladder mounts. Repair Approvals the Contractor shall have specific pre -approval Revised August 2019 18 Valley Power Systems from the West Covina Fleet Services Coordinator prior to completing repairs. In obtaining approval, the Contractor shall advise the Fleet Services Coordinator 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: • Estimated time • Parts cost • Part numbers Modifications No modifications may be made by the Contractor to any component, system or piece of equipment maintained under any resulting Contract unless, and until, specific written authorization is provided by the West Covina Fleet Services Coordinator. A pre - approved cost estimate and individual work order issued for the modification tasks are also required before City approval. Apparatus or Equipment Damage No accident damage may be repaired until the Contractor receives written authorization from the City. Any damage noted by the Contractor during an inspection shall be immediately reported to the West Covina Fleet Services Coordinator. 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. 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 operational location of the equipment. The proposed repair facility shall be acceptable to West Covina Fleet Services Coordinator. A pre -approved cost estimate, schedule and individual work order for the damage repair tasks are also required before City approval. City Inspections The Contractor shall advise the West Covina Fleet Services Coordinator within one (1) hour of the completion of repairs or replacements on any fire apparatus or ambulance. The Fleet Services Coordinator reserves the right to send a representative to perform a quality control acceptance inspection of all equipment repairs or replacements. Revised August 2019 19 Valley Power Systems EMERGENCY CALL RESPONSE FOR PRIORITY REPAIRS General 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. Emeraencv 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 will provide the West Covina Fleet Services Coordinator 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. 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. Parts Inventory The Contractor shall maintain reasonable inventory levels at its facility to assure timely repair of the City's fire apparatus and ambulances. 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. 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. Revised August 2019 20 Valley Power Systems 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. Parts should be listed by: • Part Number; • Part Description; and • Unit Price of Part. Core Accountin 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 documentation verifying denial, a copy of the work order, and an invoice requesting reimbursement for that denied cost. The information should be forwarded to West Covina Fleet Services Coordinator. Warrantv Repairs The Contractor must ensure that all vehicle manufacturer warranty work is accomplished to guarantee compliance with necessary warranty requirements. West Covina Fleet Services Coordinator shall communicate the warranty status of all apparatus. The Contractor shall notify West Covina Fleet Services Coordinator when a warranty repair is required and work with Fleet Services Coordinator to determine the best course of action. The West Covina Fleet Services Coordinator 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. 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. Original Equipment Manufacturer (OEM) Warranty if the Contractor is a dealer or distributor of the part or component being repaired or replaced, the Contractor will, at no cost to the City, recapture the warranty from the OEM. If that repair or part had been charged to the City, the Contractor will credit that cost to the City account. Revised August 2019 21 Valley Power Systems Warrantv Claims The Contractor shall be responsible for submitting claims for reimbursement to the manufacturer or supplier, including defending claims. Further, the Contractor shall be responsible for pursuing claims that have been denied, at the direction of West Covina Fleet Services Coordinator. Quarterlv Meetings The Contractor shall conduct quarterly meetings to discuss work performed during the previous quarter. Contactor shall provide work summaries for all work performed during the previous quarter. The meetings will be held at the West Covina Public Services Maintenance Yard locates at 825 S. Sunset Ave., West Covina, CA 91790. Revised August 2019 22 Valley Power Systems EXHIBIT B FEE SCHEDULE Revised August 2019 23 Valley Power Systems QUOTE FORM Rate for all items listed in this request for quotes to be inclusive with all labor, shop fees, management fees, and environmental fees as described in Section 7 Scope of Services of the Standards Specifications, and all other items as listed in the specifications. Rate for directed work items such as maintenance, mechanical repairs, component replacement and reconditioning as described above. Standard hourly rate: $ $95.00 Overtime hourly rate: $ $142.50 Rate for emergency conditions (after hours) work items such as mechanical repairs, component replacement and reconditioning. Vendor to provide written description of emergency conditions, procedures and hours for applications of stated rates. Emergency hourly rate: Parts Markup 26.0% wholesale, dealer cost, list cost, etc.) Valley Power Systems Vendor company name $ $142.50+mileage portal to portal (4-hour minimum) % (indicate publication & price base (i.e. Revised August 2019 24 Valley Power Systems