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Item 12 - CONSIDERATION OF CONTRACTS FOR VEHICLE BODY & COLLISION REPAIRSAGENDA ITEM NO. 12 AGENDA STAFF REPORT City of West Covina I Office of the City Manager DATE: September 17, 2019 TO: Mayor and City Council FROM: David Carmany City Manager SUBJECT: CONSIDERATION OF CONTRACTS FOR VEHICLE BODY & COLLISION REPAIRS RECOMMENDATION: It is recommended that the City Council take the following action: 1. Award contracts for Auto Body Repair and Painting to J & L Auto Body, VMS Auto Body Collision Center, Inc. and South Coast Emergency Vehicle Services for a three-year period; and 2. Authorize the City Manager to negotiate and execute agreements with each vendor in an amount not to exceed $100,000. DISCUSSION: On March 19, 2019, the City Council approved a purchase order for $100,000 to J & L Custom Auto Body based in West Covina, CA for Fiscal Year (FY) 2018-19. At that time, City Council questioned the repair time vs hourly rates. Most body shops use an industry -wide collision repair software where they have instant access to the industry's most complete and up to date OEM (original equipment manufacturer) collision repair information, including parts and labor times, therefore, quotes include an estimated time of repair. At the same City Council Meeting, City Council advised that having a list of vendors would ensure getting the best service for the best price. On August 15, 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 awards for Auto Body Repair and Painting services. The RFQ was posted on Planet Bids. On September 4, 2019, four quotes were received from the following vendors: Vendor Location J & L Auto Body West Covina Quest Auto Body Hawthorne, CA South Coast Emergency Vehicle Services Ontario, CA VMS Auto Collision Covina, CA The submitted quotes were as follows: E7"& Auto dy VMS Auto Collision Quest y Auto Bod South Coast Emergency Vehicles Services Body/Dent F47 $50 $52 $125 Electrical $70 $110 $95 $125 Frame $80 $90 $75 $125 Glass $47 $60 $50 $125 Mechanics $80 $125 $95 $125 Painting $40 $60 $52 $125 Refinish $47 $60 $52 $125 NOTE: South Coast Emergency Vehicle Services quoted for fire apparatus body and paint repairs. This is the only certified fire apparatus repair shop for body and paint that submitted a quote. Awards will qualify vendors to provide services on an as needed basis, however, there is no guarantee that the City will engage with a qualified vendor during the life of the agreement. All vendors have been in business at least five years or more in the auto body repair and painting field. Except for Quest Auto Body, the vendors are all in proximity to the City Yard making quick turn -around repair times possible. OPTIONS: The City Council has the following options: 1. Approve awarding multiple contracts for auto body repair and painting; or 2. Provide alternative direction. Prepared by: Mike Cresap Public Services Superintendent Fiscal Impact FISCAL IMPACT: There is no impact to the General Fund and no appropriation is required. Appropriated funds for each fiscal year will not exceed $175,000 between the contracted vendors. These funds are budgeted under Account Number 365.41.6170.6417. Attachments Attachment No. 1 - J & L Auto Body Agreement Attachment No. 2 - South Coast Emergency Vehicle Service Agreement Attachment No. 3 - VMS Auto Body Collision Center, Inc. Agreement CITY COUNCIL GOALS & OBJECTIVES: Maintain and Enhance City Facilities and Infrastructure Respond to the Global COVID-19 Pandemic ATTACHMENT NO. 1 CITY OF WEST COVINA PROFESSIONAL SERVICES AGREEMENT WITH JOE GHOUGASSIAN DBA J & L AUTO BODY REPAIR FOR VEHICLE BODY REPAIR AND PAINTING THIS AGREEMENT is made and entered into this 18th day of September, 2019 ("Effective Date"), by and between the CITY OF WEST COVINA, a municipal corporation ("City"), and JOE GHOUGASSIAN, an individual DBA J & L AUTO BODY REPAIR ("Consultant"). WITNESSETH: A. WHEREAS, City proposes to utilize the services of Consultant as an independent contractor to provide auto body repair painting and services to City, 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 August 15, 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 Revised August 2019 1 Joe Ghougassian dba J & L Auto Body Repair 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 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 City. 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 Revised August 2019 2 Joe Ghougassian dba J & L Auto Body Repair 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 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 ($100,000.00) per 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 Revised August 2019 3 Joe Ghougassian dba J & L Auto Body Repair 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 4.1. Term. This Agreement shall commence on the Effective Date and continue for a period of 36 months, ending on September 17, 2022, 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; 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; 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 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 Revised August 2019 4 Joe Ghougassian dba J & L Auto Body Repair 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 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 Code, requiring every employer Workers' Compensation or to commencing any of the work. with, Section 3700 of the Labor to be insured against liability of undertake self-insurance before 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 Revised August 2019 5 Joe Ghougassian dba J & L Auto Body Repair 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 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 Revised August 2019 6 Joe Ghougassian dba J & L Auto Body Repair 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. 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 Joe Ghougassian 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 Revised August 2019 7 Joe Ghougassian dba J & L Auto Body Repair concerning this Agreement or the work hereunder may be provided by personal delivery, facsimile, Email or by U.S. mail. If by U.S. mail, it shall be addressed asset 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. IF TO CONSULTANT: J&L Auto Body Repair 936 S. Glendora Ave #6 West Covina CA 91790 Tel: (626) 856-0234 Email: jlbodywestcovina@verizon.net Attn: Joe Ghougassian IF TO CITY: City of West Covina 1444 West Garvey Ave. South West Covina, CA 91790 Tel: (626) 939-8789 Email: damartinez@westcovina.org Attn: Danny 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 Revised August 2019 8 Joe Ghougassian dba J & L Auto Body Repair 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 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 Revised August 2019 9 Joe Ghougassian dba J & L Auto Body Repair 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. 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 Revised August 2019 10 Joe Ghougassian dba J & L Auto Body Repair 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. 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 Joe Ghougassian dba J & L Auto Body Repair 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 ATTEST: Carrie Gallagher Assistant City Clerk Thomas P. Duarte City Attorney APPROVED AS TO INSURANCE: Nikole Bresciani Risk Management 12 Revised August 2019 Date: Date: IL Date: Date: Joe Ghougassian dba J & L Auto Body Repair lk< EXHIBIT A SCOPE OF SERVICES The selected Qualified Vendors will provide body repair and painting services to the City of West Covina ("City") on an as needed basis. The vendor must have a minimum of five (5) years recent experience performing similar work/services. The work shall be performed at the vendor's shop unless otherwise agreed to in writing by the City. Compensation will be based on the prices quoted on the quote form attached as Attachment B. Body Repair and Painting The vendor will provide auto body repair and painting services for City vehicles and equipment, to include but not be limited to general body repair, dent repair, component replacement for exterior/interior body components, collision damage repair, glass/windshield repair/replacement, upholstery repair/replacement, painting all or portions of vehicle bodies, and other repair services. Bent parts are to be straightened and reinforced or replaced if necessary. In the event that vehicle decals are damaged, the vendor will obtain new decals from the City decal provider and apply new decals to the repaired vehicle. Decal removal and installation are to be included in the repair estimate. All bodywork will receive at least three coats of primer: two (2) during bodywork repair, and a minimum of one (1) during painting process. General Shop Requirements The vendor's body shop will meet the following minimum requirements: 1. Be able and legally authorized to perform complete body repairs, as well as paint vehicles and equipment, 2. Federal, Sate and local licenses and/or certifications must be current and in good standing. 3. Technician must be trained and/or certified such as: I -CAR Certify, Factory Training, ASE Certified. 4. Maintain a paint booth that is in legal compliance with all applicable laws. 5. Maintain a secure storage area for all City owned vehicles. 24/7 centrally monitored alarm system and outdoor security cameras. 6. Possess a MIG and TIG welder or other electric spot-welding equipment for body welding. Gas welding is not acceptable. The vendor shall ensure that the Revised August 2019 13 Joe Ghougassian dba J & L Auto Body Repair vehicle computer systems are disconnected from the vehicle before any welding is done. The vendor is to replace, at his/her expense, any vehicle on board computers damaged by not disconnecting the computers before any welding operations. 7. Be available during normal business hours Monday through Friday, 8:00 a.m. to 5:00 p.m. 8. Body shop must use an Advanced Estimating System for Accurate & Verifiable Collison Repair Estimates, i.e. CCC-One Software. Estimate Process Requirements The vendor will provide estimates for body repair and painting on an as needed basis as requested by the City. Estimates will include: 1. Year, make model and mileage of vehicle 2. License plate number, VIN number and assign City identification number 3. BOLDLY state if the estimate is in relation to an incident and note the incident report number and date, if any 4. Itemized list of description of work to be performed 5. Estimated number of labor hours of task 6. Itemized list of parts and paint materials costs 7. All incidentals or miscellaneous shop supplies and charges shall be included and priced accordingly 8. Sales tax and total repair estimate 9. Approximate schedule to complete the repairs after receiving a notice to proceed 10.If applicable, any recommendations for future repairs 11.All estimates shall be from an applicable industry standard Collision and Estimating Reference Guide used by insurance appraisers. Vendors shall provide the name and version of the guide or software used. Prior to any repair, the vendor and the Fleet Manager will review the estimate and confirm that the estimate includes an accurate description of the vehicle condition. All repair estimates must be approved by the City in writing in advance of work being Revised August 2019 14 Joe Ghougassian dba J & L Auto Body Repair performed. Repair work will not start until a notice to proceed is received in the form of a purchase order. If the City and vendor cannot agree on an estimate, the City reserves the unilateral right to solicit an estimate and award to a vendor on the Qualified Vendors list. Repeated failure to agree on estimates may result in agreement termination. Vendor will assume full liability and responsibility for all vehicles and contents (including radios and other standard or installed equipment) placed in its custody by the City under this agreement. Parts All parts used to provide automotive body repair will be new Original Equipment Manufacturer (OEM). Any and all incidentals charges shall be included in vendor's hourly rate. Vendors shall furnish new unused OEM, remanufactures OEM, vehicle body parts, materials and labor as required in accordance with the provisions and specifications contained herein. Alignment Vendor agrees to perform realignment of all vehicles when needed. This shall be a thrust alignment for frame vehicles and four-wheel alignment for unibody vehicles. A printout of the readings after the alignment will be included in each repair order. Vendor will ensure personnel or sub -contractor is qualified to perform alignment work. Sub- contractor must be pre -approved by the City fleet manager. Frame Work Vendor agrees to perform frame straightening of all vehicles when needed. Vendor will ensure personnel or sub -contractor is qualified to perform all framework. Sub- contractor must be pre -approved by the City fleet manager. Airbag Components All airbag components shall be replaced with NEW OEM parts when the decision has been made to replace the components. Major Repairs If metal body or plastic components are damaged beyond repair, the damaged area will be cut out and replaced with new metal or plastic that is equal to or greater than the original thickness of the component. Paintinq Process Requirements The paint process will consist of the following in the order listed, utilizing the latest state- of-the-art painting and paint matching systems, missing tools, and spraying tools: Revised August 2019 15 Joe Ghougassian dba J & L Auto Body Repair • Primer • Base Coat • Clear Coat (either solvent or water based) Acceptable Paint Manufacturers All paints used will be supplied from a qualified and reputable paint manufacturer, such as, but not limited to: DuPont/Xalta and/or PPG. Vendors shall provide the name of the paint manufacturer uses in each estimate. Warranty The vendor shall specify warrantable periods for materials and work performed. Unsatisfactory repairs include, but are not limited to, paint swirls, fish eye blemishes, mismatched paint color, buffer burns, as well as any other defects and/or imperfection in body work or paint finish. Pickup and Deliver The vendor will provide prompt free pickup and delivery of vehicles, including vehicle tow as necessary, when repairs or painting is required. The repaired vehicles will be returned to West Covina City Yard by personnel with the knowledge necessary to review and discuss the quality of completeness of the repairs and review the vehicle condition report with the City fleet manager. If it is determined that the vehicle is not properly repaired, the vehicle will be returned to the vendor's shop for repair and delivery at no additional cost to the City. All vehicles shall be returned to the City within 24 hours of completion of repairs. Time for Performance Time is of the essence in returning City vehicle to service. The successful vendor(s) agrees that work assigned under agreement shall receive priority over the other work in its shop, unless specific prior approval has been obtained from the City. If City determines that the workload of the vendor is such that timeliness is not possible in a given situation, City reserves the unilateral right to solicit an estimate and award to a vendor on the Qualified Vendors list. Repeated assignments to a backup service provider may result in agreement termination. Estimated Amount of Work The vendor shall perform such work as required by the City as needs are determined. The City has estimated not to exceed - $100,000 will be spent in automotive body work during each year of the agreement. This figure is only an estimate and is not a binding guarantee of the work to be done under the agreement. Actual requirements may be more or less than the amount estimated. Revised August 2019 16 Joe Ghougassian dba J & L Auto Body Repair EXHIBIT B QUOTE FORM Hourly Labor Year 1 Year 2 Year 3 Year 4 Year 5 Body/Dent Repair $47 - Hr. $47 - Hr. $47 - Hr. $50 - Hr. $50 - Hr. Electrical $70 - Hr. $70 - Hr. $70 - Hr. $75 - Hr. $75 - Hr. Frame $80 - Hr. $80 - Hr. $80 - Hr. $85 - Hr. $85 - Hr. Glass $47 - Hr. $47 - Hr. $47 - Hr. $50 - Hr. $50 - Hr. Mechanical $80 - Hr. $80 - Hr. $80 - Hr. $80 - Hr. 1 80 - Hr. Painting $40 - Hr. $40 - Hr. $40 - Hr. $45 - Hr. $45 - Hr Refinish $47 - Hr. $47 - Hr. $47 - Hr. $50 - Hr. $50 - Hr. OEM Parts Percentage discount from manufacturer's list Paint Materials Rate Name of Paint Manufacturer(s) (List all) R-M by BASF Prompt Payment Discount $ $40 - Hr. Will you offer a prompt payment discount? ❑ Yes or I0 No (Net 30 days) If yes, the payment discount is % for payment within 30 calendar days, which will be computed from the date that delivery is made and is accepted by the City fleet manager or the date a proper invoice is received, whichever is later. J & L Auto Body Repair Vendor company name Revised August 2019 17 Joe Ghougassian dba J & L Auto Body Repair ATTACHMENT NO. 2 CITY OF WEST COVINA PROFESSIONAL SERVICES AGREEMENT WITH South Coast Emergency Vehicle Service FOR Vehicle Body Repair and Painting THIS AGREEMENT is made and entered into this 18th day of September, 2019 ("Effective Date"), by and between the CITY OF WEST COVINA, a municipal corporation ("City"), and South Coast Emergency Vehicle Service, a CA corporation ("Consultant"). WITNESSETH: A. WHEREAS, City proposes to utilize the services of Consultant as an independent contractor to provide vehicle body repair and painting services to the City, 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 August 15, 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 Revised August 2019 1 South Coast Emergency Vehicle Service 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 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 City. 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 Revised August 2019 2 South Coast Emergency Vehicle Service 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 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 ($100,000) per 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 Revised August 2019 3 South Coast Emergency Vehicle Service 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 4.1. Term. This Agreement shall commence on the Effective Date and continue for a period of 36 months, ending on September 18, 2022, 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 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; 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; 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 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 Revised August 2019 4 South Coast Emergency Vehicle Service 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 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 Code, requiring every employer Workers' Compensation or to commencing any of the work. with, Section 3700 of the Labor to be insured against liability of undertake self-insurance before 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 Revised August 2019 5 South Coast Emergency Vehicle Service 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 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 Revised August 2019 6 South Coast Emergency Vehicle Service 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. 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 Mike Martinez 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 Revised August 2019 7 South Coast Emergency Vehicle Service concerning this Agreement or the work hereunder may be provided by personal delivery, facsimile, Email or by U.S. mail. If by U.S. mail, it shall be addressed asset 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. IF TO CONSULTANT: South Coast Emergency Vehicle Service 2020 S. Baker Ave Ontario, CA 91761 Tel: (760) 213-9992 Email: mike@southcoasffire.net Attn: Mike Martinez IF TO CITY: City of West Covina 1444 West Garvey Ave. South West Covina, CA 91790 Tel: 626 939-8789 Email:damartinez@westcovina.org Attn: Danny 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 Revised August 2019 8 South Coast Emergency Vehicle Service 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 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 Revised August 2019 9 South Coast Emergency Vehicle Service 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. 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. Revised August 2019 10 South Coast Emergency Vehicle Service 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. 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 CONS TANT Kevin ewe I, Owner ATTEST: Carrie Gallagher Assistant City Clerk APPROVED AS TO FORM: Thomas P. Duarte City Attorney APPROVED AS TO INSURANCE. Nikole Bresciani Risk Management Date: Date: Date: 7 — /D - / Date: Date: 12 EXHIBIT A SCOPE OF SERVICES The selected Qualified Vendors will provide body repair and painting services to the City of West Covina ("City") on an as needed basis. The vendor must have a minimum of five (5) years recent experience performing similar work/services. The work shall be performed at the vendor's shop unless otherwise agreed to in writing by the City. Compensation will be based on the prices quoted on the quote form attached as Attachment B. Body Repair and Painting The vendor will provide auto body repair and painting services for City vehicles and equipment, to include but not be limited to general body repair, dent repair, component replacement for exterior/interior body components, collision damage repair, glass/windshield repair/replacement, upholstery repair/replacement, painting all or portions of vehicle bodies, and other repair services. Bent parts are to be straightened and reinforced or replaced if necessary. In the event that vehicle decals are damaged, the vendor will obtain new decals from the City decal provider and apply new decals to the repaired vehicle. Decal removal and installation are to be included in the repair estimate. All bodywork will receive at least three coats of primer: two (2) during bodywork repair, and a minimum of one (1) during painting process. General Shoo Reauirements The vendor's body shop will meet the following minimum requirements: 1. Be able and legally authorized to perform complete body repairs, as well as paint vehicles and equipment, 2. Federal, Sate and local licenses and/or certifications must be current and in good standing. 3. Technician must be trained and/or certified such as: [-CAR Certify, Factory Training, ASE Certified. 4. Maintain a paint booth that is in legal compliance with all applicable laws. 5. Maintain a secure storage area for all City owned vehicles. 24/7 centrally monitored alarm system and outdoor security cameras. 6. Possess a MIG and TIG welder or other electric spot-welding equipment for body welding. Gas welding is not acceptable. The vendor shall ensure that the vehicle computer systems are disconnected from the vehicle before any welding Revised August 2019 13 South Coast Emergency Vehicle Service is done. The vendor is to replace, at his/her expense, any vehicle on board computers damaged by not disconnecting the computers before any welding operations. 7. Be available during normal business hours Monday through Friday, 8:00 a.m. to 5:00 p.m. 8. Body shop must use an Advanced Estimating System for Accurate & Verifiable Collison Repair Estimates, i.e. CCC-One Software. Estimate Process Requirements The vendor will provide estimates for body repair and painting on an as needed basis as requested by the City. Estimates will include: 1. Year, make model and mileage of vehicle 2. License plate number, VIN number and assign City identification number 3. BOLDLY state if the estimate is in relation to an incident and note the incident report number and date, if any 4. Itemized list of description of work to be performed 5. Estimated number of labor hours of task 6. Itemized list of parts and paint materials costs 7. All incidentals or miscellaneous shop supplies and charges shall be included and priced accordingly 8. Sales tax and total repair estimate 9. Approximate schedule to complete the repairs after receiving a notice to proceed 10.If applicable, any recommendations for future repairs 11.All estimates shall be from an applicable industry standard Collision and Estimating Reference Guide used by insurance appraisers. Vendors shall provide the name and version of the guide or software used. Prior to any repair, the vendor and the Fleet Manager will review the estimate and confirm that the estimate includes an accurate description of the vehicle condition. All repair estimates must be approved by the City in writing in advance of work being Revised August 2019 14 South Coast Emergency Vehicle Service performed. Repair work will not start until a notice to proceed is received in the form of a purchase order. If the City and vendor cannot agree on an estimate, the City reserves the unilateral right to solicit an estimate and award to a vendor on the Qualified Vendors list. Repeated failure to agree on estimates may result in agreement termination. Vendor will assume full liability and responsibility for all vehicles and contents (including radios and other standard or installed equipment) placed in its custody by the City under this agreement. Parts All parts used to provide automotive body repair will be new Original Equipment Manufacturer (OEM). Any and all incidentals charges shall be included in vendor's hourly rate. Vendors shall furnish new unused OEM, remanufactures OEM, vehicle body parts, materials and labor as required in accordance with the provisions and specifications contained herein. Alignment Vendor agrees to perform realignment of all vehicles when needed. This shall be a thrust alignment for frame vehicles and four-wheel alignment for unibody vehicles. A printout of the readings after the alignment will be included in each repair order. Vendor will ensure personnel or sub -contractor is qualified to perform alignment work. Sub- contractor must be pre -approved by the City fleet manager. Frame Work Vendor agrees to perform frame straightening of all vehicles when needed. Vendor will ensure personnel or sub -contractor is qualified to perform all framework. Sub- contractor must be pre -approved by the City fleet manager. Airbag Components All airbag components shall be replaced with NEW OEM parts when the decision has been made to replace the components. Major Repairs If metal body or plastic components are damaged beyond repair, the damaged area will be cut out and replaced with new metal or plastic that is equal to or greater than the original thickness of the component. Paintinq Process Requirements The paint process will consist of the following in the order listed, utilizing the latest state- of-the-art painting and paint matching systems, missing tools, and spraying tools: Revised August 2019 15 South Coast Emergency Vehicle Service • Primer • Base Coat • Clear Coat (either solvent or water based) Acceptable Paint Manufacturers All paints used will be supplied from a qualified and reputable paint manufacturer, such as, but not limited to: DuPont/Xalta and/or PPG. Vendors shall provide the name of the paint manufacturer uses in each estimate. Warranty The vendor shall specify warrantable periods for materials and work performed. Unsatisfactory repairs include, but are not limited to, paint swirls, fish eye blemishes, mismatched paint color, buffer burns, as well as any other defects and/or imperfection in body work or paint finish. Pickup and Deliver The vendor will provide prompt free pickup and delivery of vehicles, including vehicle tow as necessary, when repairs or painting is required. The repaired vehicles will be returned to West Covina City Yard by personnel with the knowledge necessary to review and discuss the quality of completeness of the repairs and review the vehicle condition report with the City fleet manager. If it is determined that the vehicle is not properly repaired, the vehicle will be returned to the vendor's shop for repair and delivery at no additional cost to the City. All vehicles shall be returned to the City within 24 hours of completion of repairs. Time for Performance Time is of the essence in returning City vehicle to service. The successful vendor(s) agrees that work assigned under agreement shall receive priority over the other work in its shop, unless specific prior approval has been obtained from the City. If City determines that the workload of the vendor is such that timeliness is not possible in a given situation, City reserves the unilateral right to solicit an estimate and award to a vendor on the Qualified Vendors list. Repeated assignments to a backup service provider may result in agreement termination. Estimated Amount of Work The vendor shall perform such work as required by the City as needs are determined. The City has estimated not to exceed - $100,000 will be spent in automotive body work during each year of the agreement. This figure is only an estimate and is not a binding guarantee of the work to be done under the agreement. Actual requirements may be more or less than the amount estimated. Revised August 2019 16 South Coast Emergency Vehicle Service EXHIBIT B QUOTE FORM Hourly Labor Year 1 Year 2 Year 3 Year 4 Year 5 Body/Dent Repair $125.00 $125.00 $125.00 $135.00 $135.00 Electrical $125.00 $125. 0 $125.00 $135.00 $135.00 Frame $125.00 $125.00 $125.00 $135.00 $135.00 Glass $125.00 $125.00 $125.00 $135.00 $135.00 Mechanical 1 $125.00 1 $125.00 1 $12 . 1 $135.00 $135.00 Painting $125.00 $125.00 $125.00 1 $135.00 $135.00 Refinish $125.00 $125.00 $125.00 $135.00 $135.00 OEM Parts Percentage discount from manufacturer's list Paint Materials Rate Name of Paint Manufacturer(s) (List all) SIKKENS PPG 10 $ 125.00 / Hr COLOR MAP NAVISTAR ALL BRANDS AVAILABLE Prompt Payment Discount Will you offer a prompt payment discount? ® Yes or ❑ No (Net 30 days) If yes, the payment discount is 2 % for payment within 30 calendar days, which will be computed from the date that delivery is made and is accepted by the City fleet manager or the date a proper invoice is received, whichever is later. South Coast EVS Vendor company name Revised August 2019 17 South Coast Emergency Vehicle Service ATTACHMENT NO. 3 CITY OF WEST COVINA PROFESSIONAL SERVICES AGREEMENT WITH VMS Auto Body Collision Center, Inc. FOR Vehicle Body Repair and Painting THIS AGREEMENT is made and entered into this 18th day of September, 2019 ("Effective Date"), by and between the CITY OF WEST COVINA, a municipal corporation ("City"), and VMS Auto Body Collision Center, Inc., a CA corporation ("Consultant"). WITNESSETH: A. WHEREAS, City proposes to utilize the services of Consultant as an independent contractor to provide vehicle body repair and painting services to the City, 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 August 15, 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. Scooe 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 Revised August 2019 1 VMS Auto Body Collision Center, Inc. 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 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 City. 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 Revised August 2019 2 VMS Auto Body Collision Center, Inc. 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 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) per 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 Revised August 2019 3 VMS Auto Body Collision Center, Inc. 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 4.1. Term. This Agreement shall commence on the Effective Date and continue for a period of 36 months, ending on September 18, 2022, 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 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; 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; 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 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 Revised August 2019 4 VMS Auto Body Collision Center, Inc. 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 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 Code, requiring every employer Workers' Compensation or to commencing any of the work. with, Section 3700 of the Labor to be insured against liability of undertake self-insurance before 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 Revised August 2019 5 VMS Auto Body Collision Center, Inc. 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 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 Revised August 2019 6 VMS Auto Body Collision Center, Inc. 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. 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 Kevin Kebabiian 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 Revised August 2019 7 VMS Auto Body Collision Center, Inc. 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. IF TO CONSULTANT: VMS Auto Body Collision Center Inc. 1101 N. Azusa Ave #At Covina CA 91722 Tel: 626 339-6688 Email: info@vmsautocollision.com Attn: Kevin Kebabjian IF TO CITY: City of West Covina 1444 West Garvey Ave. South West Covina, CA 91790 Tel: 626 939-8789 Email: damartinez@westcovina.org Attn: Danny Martinez if an attorney fee provision is to be included, use the following language: 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. Governina 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 Revised August 2019 8 VMS Auto Body Collision Center, Inc. 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 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 Revised August 2019 9 VMS Auto Body Collision Center, Inc. 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. 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. Revised August 2019 10 VMS Auto Body Collision Center, Inc. 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. 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 VMS Auto Body Collision Center, Inc. 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 CONS,UL,TANT Mihran Kebabjiah, President 4)11--- - Kevo < -Kevin)ecretary ATTEST: Carrie Gallagher Assistant City Clerk APPROVED AS TO FORM: Thomas P. Duarte City Attorney APPROVED AS TO INSURANCE: Nikole Bresciani Risk Management Date: Date: V Date. Date: Date: 12 VMS Auto Body Collision Center, Inc. Revised August 2019 EXHIBIT A SCOPE OF SERVICES The selected Qualified Vendors will provide body repair and painting services to the City of West Covina ("City") on an as needed basis. The vendor must have a minimum of five (5) years recent experience performing similar work/services. The work shall be performed at the vendor's shop unless otherwise agreed to in writing by the City. Compensation will be based on the prices quoted on the quote form attached as Attachment B. Body Repair and Painting The vendor will provide auto body repair and painting services for City vehicles and equipment, to include but not be limited to general body repair, dent repair, component replacement for exterior/interior body components, collision damage repair, glass/windshield repair/replacement, upholstery repair/replacement, painting all or portions of vehicle bodies, and other repair services. Bent parts are to be straightened and reinforced or replaced if necessary. In the event that vehicle decals are damaged, the vendor will obtain new decals from the City decal provider and apply new decals to the repaired vehicle. Decal removal and installation are to be included in the repair estimate. All bodywork will receive at least three coats of primer: two (2) during bodywork repair, and a minimum of one (1) during painting process. General Shoo Reauirements The vendor's body shop will meet the following minimum requirements: 1. Be able and legally authorized to perform complete body repairs, as well as paint vehicles and equipment, 2. Federal, Sate and local licenses and/or certifications must be current and in good standing. 3. Technician must be trained and/or certified such as: [-CAR Certify, Factory Training, ASE Certified. 4. Maintain a paint booth that is in legal compliance with all applicable laws. 5. Maintain a secure storage area for all City owned vehicles. 24/7 centrally monitored alarm system and outdoor security cameras. 6. Possess a MIG and TIG welder or other electric spot-welding equipment for body welding. Gas welding is not acceptable. The vendor shall ensure that the vehicle computer systems are disconnected from the vehicle before any welding Revised August 2019 13 VMS Auto Body Collision Center, Inc. is done. The vendor is to replace, at his/her expense, any vehicle on board computers damaged by not disconnecting the computers before any welding operations. 7. Be available during normal business hours Monday through Friday, 8:00 a.m. to 5:00 p.m. 8. Body shop must use an Advanced Estimating System for Accurate & Verifiable Collison Repair Estimates, i.e. CCC-One Software. Estimate Process Requirements The vendor will provide estimates for body repair and painting on an as needed basis as requested by the City. Estimates will include: 1. Year, make model and mileage of vehicle 2. License plate number, VIN number and assign City identification number 3. BOLDLY state if the estimate is in relation to an incident and note the incident report number and date, if any 4. Itemized list of description of work to be performed 5. Estimated number of labor hours of task 6. Itemized list of parts and paint materials costs 7. All incidentals or miscellaneous shop supplies and charges shall be included and priced accordingly 8. Sales tax and total repair estimate 9. Approximate schedule to complete the repairs after receiving a notice to proceed 10.If applicable, any recommendations for future repairs 11.All estimates shall be from an applicable industry standard Collision and Estimating Reference Guide used by insurance appraisers. Vendors shall provide the name and version of the guide or software used. Prior to any repair, the vendor and the Fleet Manager will review the estimate and confirm that the estimate includes an accurate description of the vehicle condition. All repair estimates must be approved by the City in writing in advance of work being Revised August 2019 14 VMS Auto Body Collision Center, Inc. performed. Repair work will not start until a notice to proceed is received in the form of a purchase order. If the City and vendor cannot agree on an estimate, the City reserves the unilateral right to solicit an estimate and award to a vendor on the Qualified Vendors list. Repeated failure to agree on estimates may result in agreement termination. Vendor will assume full liability and responsibility for all vehicles and contents (including radios and other standard or installed equipment) placed in its custody by the City under this agreement. Parts All parts used to provide automotive body repair will be new Original Equipment Manufacturer (OEM). Any and all incidentals charges shall be included in vendor's hourly rate. Vendors shall furnish new unused OEM, remanufactures OEM, vehicle body parts, materials and labor as required in accordance with the provisions and specifications contained herein. Alignment Vendor agrees to perform realignment of all vehicles when needed. This shall be a thrust alignment for frame vehicles and four-wheel alignment for unibody vehicles. A printout of the readings after the alignment will be included in each repair order. Vendor will ensure personnel or sub -contractor is qualified to perform alignment work. Sub- contractor must be pre -approved by the City fleet manager. Frame Work Vendor agrees to perform frame straightening of all vehicles when needed. Vendor will ensure personnel or sub -contractor is qualified to perform all framework. Sub- contractor must be pre -approved by the City fleet manager. Airbag Components All airbag components shall be replaced with NEW OEM parts when the decision has been made to replace the components. Major Repairs If metal body or plastic components are damaged beyond repair, the damaged area will be cut out and replaced with new metal or plastic that is equal to or greater than the original thickness of the component. Paintinq Process Requirements The paint process will consist of the following in the order listed, utilizing the latest state- of-the-art painting and paint matching systems, missing tools, and spraying tools: Revised August 2019 15 VMS Auto Body Collision Center, Inc. • Primer • Base Coat • Clear Coat (either solvent or water based) Acceptable Paint Manufacturers All paints used will be supplied from a qualified and reputable paint manufacturer, such as, but not limited to: DuPont/Xalta and/or PPG. Vendors shall provide the name of the paint manufacturer uses in each estimate. Warranty The vendor shall specify warrantable periods for materials and work performed. Unsatisfactory repairs include, but are not limited to, paint swirls, fish eye blemishes, mismatched paint color, buffer burns, as well as any other defects and/or imperfection in body work or paint finish. Pickup and Deliver The vendor will provide prompt free pickup and delivery of vehicles, including vehicle tow as necessary, when repairs or painting is required. The repaired vehicles will be returned to West Covina City Yard by personnel with the knowledge necessary to review and discuss the quality of completeness of the repairs and review the vehicle condition report with the City fleet manager. If it is determined that the vehicle is not properly repaired, the vehicle will be returned to the vendor's shop for repair and delivery at no additional cost to the City. All vehicles shall be returned to the City within 24 hours of completion of repairs. Time for Performance Time is of the essence in returning City vehicle to service. The successful vendor(s) agrees that work assigned under agreement shall receive priority over the other work in its shop, unless specific prior approval has been obtained from the City. If City determines that the workload of the vendor is such that timeliness is not possible in a given situation, City reserves the unilateral right to solicit an estimate and award to a vendor on the Qualified Vendors list. Repeated assignments to a backup service provider may result in agreement termination. Estimated Amount of Work The vendor shall perform such work as required by the City as needs are determined. The City has estimated not to exceed - $100,000 will be spent in automotive body work during each year of the agreement. This figure is only an estimate and is not a binding guarantee of the work to be done under the agreement. Actual requirements may be more or less than the amount estimated. Revised August 2019 16 VMS Auto Body Collision Center, Inc. EXHIBIT B QUOTEFORM Electrical Frame Glass Mal PaiMing Refinish OEM Parts "Percentage discount from manufacturer's list ` 2 Paint Materials - Rate Name of Paint Manufacturer(s) (List all) It 1%/ � ■ \ ,1 PromRt PaVtiieri4 Discount Will you offer a prompt payment discount? Yes or ❑ No (Net 30 days) If yes, the payment discount is 2 % for payment within 30 calendar days, which will be computA from the date that delivery is made and is accepted by the City fleet manager or the date a proper invoice is received, whichever is later. �(F�i R— N CauIS104 Vendor company name r •; J Revised August 2019 17 VMS Auto Body Collision Center, Inc.