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
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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
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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.
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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
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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)
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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.
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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.
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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.
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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.
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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.
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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:
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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