Item No. 9.
TO: HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL
FROM: OFFICE OF THE CITY MANAGER
BY: MATTHEW BAUMGARDNER, DIRECTOR OF PUBLIC WORKS/CITY ENGINEER DATE: JULY 28, 2026
APPROVAL OF A PROFESSIONAL SERVICES AGREEMENT WITH MR. BILLS AUTO SUBJECT: BODY AND PAINT INC. FOR AUTO BODY, PAINT, AND FRAME REPAIRS TO VEHICLES
AND EQUIPMENT
EXECUTIVE SUMMARY
The City Council will consider awarding a Professional Services Agreement to Mr. Bills Auto Body and Paint Inc. for auto body, paint, and frame repair services to City vehicles and equipment. The specialized nature of these services requires outside contractors that possess the necessary experience and equipment to perform these repair services in an efficient manner to minimize City fleet downtime.
RECOMMENDATION
That the City Council:
1. Approve a Professional Services Agreement with Mr. Bills Auto Body and Paint Inc. for auto body, paint, and frame repairs of the City's fleet of vehicles and equipment, for an initial term of (3) three years with the option for two (1) one-year extensions; and,
2. Authorize the Mayor to execute the Professional Service Agreement and authorize the City Manager to execute any all amendments to the agreement as deemed necessary.
BACKGROUND
During regular operation of the City's fleet of vehicles, damage can occur, requiring specialized equipment and staff to properly repair and restore vehicles to proper working condition. The City's Fleet Division relies on outside contractors that have the necessary experience and equipment to perform these specialized repairs.
As there is minimal redundancy in the City's fleet, reducing vehicle downtime is critical to maintaining a high level of service to the community. This is particularly true of our Police Department vehicles.
Previously, the cost of many of the necessary repairs was under the threshold requiring multiple bids. However, as the cost of materials and labor have increased, it has become necessary to solicit a Request for Proposal (RFP) for professional auto body, paint, and frame repairs to better control rising costs and minimize vehicle downtime.
ANALYSIS
On May 4, 2026, an RFP was published on Planet Bids for Autobody, Paint, and Frame Repairs. Solicitation notifications were sent to (18) eighteen companies. Of those, (3) three companies responded to the RFP: Mr. Bills Auto Body and Paint Inc., Carlos Guzman (CG) Inc., and Buena Park Auto Collision Center. The proposals were evaluated by Public Works Fleet staff based on the following criteria:
1. Relevant experience and qualifications (40%)
2. Proposal accuracy and completeness (30%)
3. Cost (30%)
After scoring and ranking the proposals, Mr. Bills Auto Body and Paint Inc. proposal was rated the highest vendor.
Staff checked the references provided by Mr. Bills Auto Body and Paint Inc. and found that they have satisfactorily completed similar services for the City of Whittier and the California Highway Patrol. Staff recommends entering into an agreement with Mr. Bills Auto Body and Paint Inc. for Auto Body, Paint, and Frame Repair Services.
The services proposed under this agreement are on an as -needed basis. Therefore, an accurate estimate of the anticipated costs is difficult to forecast. However, historical costs for auto body, paint, and frame repairs for the City's fleet have averaged $182,000 annually over the last five (5) years. The contract provides a not to exceed amount of $260,000 annually.
CITY COUNCIL PRIORITIES
Fiscal Responsibility
Efficiency & Adaptability
FISCAL IMPACT
Approval of the recommended action(s) will result in an expenditure of up to $260,000 in Fiscal Years 2026-2027 through 2028-2029, from various equipment repair line -item accounts across City departments. There is sufficient funding in the current budget for the recommended actions under the following account(s).
ACCOUNT NO.
DIVISION
AMOUNT
62-4-1350-0390
FINANCE
$400.00
62-4-2110-0390
ADMINISTRATION -POLICE
$300,000
62-4-2610-0390
ADMINISTRATION -FIRE
$65,000
62-4-3105-0390
ADMINISTRATION-PW
$60,000
62-4-1731-0390
CENTRAL GARAGE
$11,000
62-4-3550-0390
WATER PROGRAM SUPPORT
$100,000
62-4-5020-0390
DEVELOPMENT SERVICES ADMINISTRATION
$3,500
62-4-5910-0390
COMMUNITY DEVELOPMENT ADMINISTRATION$3,500
62-4-4310-0390 RECREATION $25,000
TOTAL
Attachments
$568,400
Docusign Envelope ID: OA281359-5962-8803-8378-590FABB35A20
CITY OF DOWNEY
PROFESSIONAL SERVICES AGREEMENT
WITH MR BILLS AUTO BODY &PAINT INC. FOR AUTOBODY, PAINT, AND FRAME
REPAIRS TO VEHICLES AND EQUIPMENT
1. PARTIES AND DATE.
This Agreement is made and entered into this 28th day of July, 2026 by and between the City of Downey, a California municipal corporation and charter city with its principal place of business at 11111 Brookshire Avenue, Downey California 90241 ("City") and Mr. Bills Auto Body &Paint, Inc. , a California corporation, , with its principal place of business at 8916 S. Norwalk Blvd. Whittier, California 90606 ("CONTRACTOR"). City and CONTRACTOR are sometimes individually referred to as "Party" and collectively as "Parties."
2. RECITALS.
2.1 CONTRACTOR.
CONTRACTOR desires to perform and assume responsibility for the provision of certain Auto Body, Paint, and Frame Repair services required by City on the terms and conditions set forth in this Agreement. CONTRACTOR represents that it has demonstrated competence and experience in providing Auto Body, Paint and Frame Repair services to public clients, is licensed in the State of California, and is familiar with the needs of City.
2.2 Project.
City desires to engage CONTRACTOR to render Auto Body, Paint, and Frame Repairs to Vehicles and Equipment ("Project") as set forth in this Agreement.
3. TERMS.
3.1 Scope of Services and Term.
3.1.1 General Scope of Services. CONTRACTOR promises and agrees to furnish to City all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the Auto Body, Paint and Frame Repair services necessary for the Project ("Services"). The Services are more particularly described in Exhibit "A" attached hereto and incorporated herein by reference. All Services shall be subject to, and performed in accordance with, this Agreement, the exhibits attached hereto and incorporated herein by reference, and all applicable local, state and federal laws, rules and regulations.
3.1.2 Term. The term of this Agreement shall be from July 29, 2026 to July 29, 2029, unless earlier terminated as provided herein. CONTRACTOR shall complete the Services within the term of this Agreement, and shall meet any other
Docusign Envelope ID: OA281359-5962-8803-8378-590FABB35A20 established schedules and deadlines. The term of this Agreement may be extended by written amendment to this Agreement signed by the City Manager and the CONTRACTOR.
3.2 Responsibilities of CONTRACTOR.
3.2.1 Control and Payment of Subordinates; Independent Contractor. The Services shall be performed by CONTRACTOR or under its supervision.
CONTRACTOR will determine the means, methods and details of performing the Services subject to the requirements of this Agreement. City retains CONTRACTOR on an independent contractor basis and not as an employee. CONTRACTOR retains the right to perform similar or different services for others during the term of this Agreement.
Any additional personnel performing the Services under this Agreement on behalf of CONTRACTOR shall also not be employees of City and shall at all times be under CONTRACTOR's exclusive direction and control. CONTRACTOR shall pay all wages, salaries, and other amounts due such personnel in connection with their performance of Services under this Agreement and as required by law. CONTRACTOR shall be responsible for all reports and obligations respecting such additional personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, disability insurance, and workers' compensation insurance.
In the event that CONTRACTOR or any employee, agent, or subcontractor of CONTRACTOR providing services under this Agreement claims or is determined by a court of competent jurisdiction or the California Public Employees Retirement System (CaIPERS) to be eligible for enrollment in CaIPERS as an employee of City, CONTRACTOR shall indemnify, defend, and hold harmless CITY for the payment of any employee and/or employer contributions for CaIPERS. benefits on behalf of CONTRACTOR 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.
3.2.2 Schedule of Services. CONTRACTOR shall perform the Services expeditiously, within the term of this Agreement, and in accordance with the Schedule of Services set forth in Exhibit "A" attached hereto and incorporated herein by reference.
CONTRACTOR represents that it has the professional and technical personnel required to perform the Services in conformance with such conditions. In order to facilitate CONTRACTOR's conformance with the Schedule, City shall respond to CONTRACTOR's submittals in a timely manner. Upon request of City, CONTRACTOR shall provide a more detailed schedule of anticipated performance to meet the Schedule of Services. The parties acknowledge that the Schedule of Services may be amended by mutual agreement due to changes in circumstances, including changes in the performance schedules of other third parties performing work for the City on the Project, which affect the timing of CONTRACTOR's performance of the Services.
3.2.3 Conformance to Applicable Requirements. All work prepared by CONTRACTOR shall be subject to the approval of City.
Docusign Envelope ID: OA281359-5962-8803-8378-590FABB35A20
3.2.4 Substitution of Key Personnel. CONTRACTOR has represented to City that certain key personnel will perform and coordinate the Services under this Agreement. Should one or more of such personnel become unavailable, CONTRACTOR may substitute other personnel of at least equal competence upon written approval of City. In the event that City and CONTRACTOR cannot agree as to the substitution of key personnel, City shall be entitled to terminate this Agreement for cause. As discussed below, any personnel who fail or refuse to perform the Services in a manner acceptable to the City, or who are determined by the City to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project or a threat to the safety of persons or property, shall be promptly removed from the Project by the CONTRACTOR at the request of the City.
3.2.5 City's Representative. The City hereby designates Matthew Baumgardner, or his designee, to act as its representative for the performance of this Agreement ("City's Representative"). City's Representative shall have the power to act on behalf of the City for all purposes under this Contract. CONTRACTOR shall not accept direction or orders from any person other than the City's Representative or his designee.
3.2.6 CONTRACTOR's Representative. CONTRACTOR hereby
designates B, Bill Cabral, or his designee, to act as its representative for the performance of this Agreement ("CONTRACTOR's Representative"). CONTRACTOR's Representative shall have full authority to represent and act on behalf of the CONTRACTOR for all purposes under this Agreement. The CONTRACTOR's Representative shall supervise and direct the Services, using his best skill and attention, and shall be responsible for all means, methods, techniques, sequences and procedures and for the satisfactory coordination of all portions of the Services under this Agreement.
3.2.7 Coordination of Services. CONTRACTOR agrees to work closely with City staff in the performance of Services and shall be available to City's staff, CONTRACTORs and other staff at all reasonable times.
3.2.8 Standard of Care, Performance of Employees. CONTRACTOR shall perform all Services under this Agreement in a skillful and competent manner, consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California. CONTRACTOR represents and maintains that it is skilled in the professional calling necessary to perform the Services.
CONTRACTOR warrants that all employees and subcontractors shall have sufficient skill and experience to perform the Services assigned to them. Finally, CONTRACTOR represents that it, its employees and subcontractors have all licenses, permits, qualifications and approvals of whatever nature that are legally required to perform the Services, including a City Business License, and that such licenses and approvals shall be maintained throughout the term of this Agreement. As provided for in the indemnification provisions of this Agreement, CONTRACTOR shall perform, at its own cost and expense and without reimbursement from the City, any services necessary to correct errors or omissions which are caused by the CONTRACTOR's failure to comply with the standard of care provided for herein. Any employee of the CONTRACTOR or its 3 Docusign Envelope ID: OA281359-5962-8803-8378-590FABB35A20 sub-CONTRACTORs who is determined by the City to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project, a threat to the safety of persons or property, or any employee who fails or refuses to perform the Services in a manner consistent with the standard of care set forth herein, shall be promptly removed from the Project by the CONTRACTOR and shall not be re-employed to perform any of the Services or to work on the Project.
3.2.9 Laws and Regulations. CONTRACTOR shall keep itself fully informed of and in compliance with all applicable local, state and federal laws, rules and regulations in force at the time the Services are performed by CONTRACTOR and in any manner affecting the performance of the Projector the Services, including all applicable Cal/OSHA requirements, and shall give all notices required by law. CONTRACTOR shall be liable for all violations of such laws and regulations in connection with Services.
If the CONTRACTOR performs any work knowing it to be contrary to such laws, rules and regulations and without giving written notice to the City, CONTRACTOR shall be solely responsible for all costs arising therefrom. CONTRACTOR shall defend, indemnify and hold City, its officials, directors, officers, employees and agents free and harmless, pursuant to the applicable indemnification provisions of this Agreement, from any claim or liability arising out of any failure or alleged failure to comply with such laws, rules or regulations. CONTRACTOR's violation of such laws, rules and regulations shall also constitute a material breach of this Agreement.
3.2.10 Insurance.
3.2.10.1 Time for Compliance. CONTRACTOR shall not
commence the Services or the Project under this Agreement until it has provided evidence satisfactory to the City that it has secured all insurance required under this section. In addition, CONTRACTOR shall not allow any subcontractor to commence work on any subcontract until it has provided evidence satisfactory to the City that the subcontractor has secured all insurance required under this section. The City reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience with insurer, coverage or other special circumstances.
3.2.10.2 Minimum Requirements. CONTRACTOR shall, at
its expense, procure and maintain for the duration of the Agreement insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the Agreement, the Services or the Project by the CONTRACTOR, its agents, representatives, employees or
subcontractors. CONTRACTOR shall also require all of its subcontractors to procure and maintain the same insurance for the duration of the Agreement. Such insurance shall meet at least the following minimum levels of coverage:
(A) Minimum Scope of Insurance. (1) Commercial
General Liability (CGL): Insurance Services Office Form CG 00 01 covering CGL on an "occurrence" basis including products and completed operations, property damage, bodily injury and personal and advertising injury; (2) Automobile Liability: Insurance Services Office Form Number CA 0001 covering Code 1 (any auto) or if CONTRACTOR 4 Docusign Envelope ID: OA281359-5962-8803-8378-590FABB35A20 owns no autos, Code 8 (hired) and 9 (non -owned); and (3) Workers' Compensation:
Workers' Compensation insurance as required by the State of California with Statutory Limits; and (4) Employer's Liability Insurance.
(B) Minimum Limits of Insurance. CONTRACTOR
shall maintain limits no less than: (1) Commercial General Liability (CGL). No less than $2,000,000 per occurrence for products and completed operations, bodily injury, property damage and personal and advertising injury. If Commercial General Liability Insurance or other form with general aggregate limit applies, either the general aggregate limit shall apply separately to this Agreement/location (ISO CG 25 03 or 25 04) or the general aggregate limit shall be twice the required occurrence limit; (2) Automobile Liability.- No less than $2,000,000 per accident for bodily injury and property damage; and (3) Workers' Compensation: Workers' Compensation limits as required by the Labor Code of the State of California with Statutory Limits; (4) Employer's Liability: Employer's Liability limits of no less than $2,000,000 per accident for bodily injury or disease. Employer's Liability coverage may be waived by the City if City receives written verification that CONTRACTOR has no employees.
If the CONTRACTOR maintains broader coverage and/or higher limits than the minimum shown in this subdivision 3.2.10.2, the City requires and shall be entitled to the broader coverage and/or the higher limits maintained by the CONTRACTOR. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City.
3.2.10.3 Professional Liability (Errors &
Omissions). CONTRACTOR shall procure and maintain, and require its sub- CONTRACTORs to procure and maintain, for a period of five (5) years following completion of the Services or the Project, errors and omissions liability insurance appropriate to its profession. Such insurance shall be in an amount not less than $2,000,000 per occurrence or claim and $2,000,000 in the aggregate, and shall be endorsed to include contractual liability. If the CONTRACTOR maintains broader coverage and/or higher limits than the minimum shown in this subdivision 3.2.10.3, the City requires and shall be entitled to the broader coverage and/or higher limits maintained by the CONTRACTOR. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City.
If appropriate to the CONTRACTOR's profession and work hereunder, with limits not less than $2,000,000 per occurrence. Coverage shall be sufficiently broad to respond to the duties and obligations as is undertaken by the CONTRACTOR in this Agreement and shall include, but not be limited to, claims involving infringement of intellectual property, copyright, trademark, invasion of privacy violations, information theft, release of private information, extortion and network security. The policy shall provide coverage for breach response costs as well as regulatory fines and penalties as well as credit monitoring expenses with limits sufficient to respond to these obligations. a. The Policy shall include, or be endorsed to include, property damage liability coverage for damage to, alteration of, loss of, or destruction of electronic data and/or information 5 Docusign Envelope ID: OA281359-5962-8803-8378-590FABB38A20 "property" of the City in the care, custody, or control of the CONTRACTOR. If not covered under the CONTRACTOR's liability policy, such "property" coverage of the City may be endorsed onto the CONTRACTOR's Cyber Liability Policy as covered property as follows:
b. Cyber Liability coverage in an amount sufficient to cover the full replacement value of damage to, alteration of, loss of, or destruction of electronic data and/or information "property" of the City that will be in the care, custody, or control of CONTRACTOR. c. The Insurance obligations under this Agreement shall be the greater of 1) all the Insurance coverage and limits carried by or available to the CONTRACTOR; or 2) the minimum Insurance requirements shown in this Agreement. Any insurance proceeds in excess of the specified limits and coverage required, which are applicable to a given loss, shall be available to City. No representation is made that the minimum Insurance requirements of this Agreement are sufficient to cover the indemnity or other obligations of the CONTRACTOR under this Agreement.
If the CONTRACTOR maintains broader coverage and/or higher limits than the minimums shown above, the City requires and shall be entitled to the broader coverage and/or the higher limits maintained by the CONTRACTOR. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City.]
3.2.10.4 Insurance Endorsements. The insurance policies shall contain the following provisions, or CONTRACTOR shall provide endorsements on forms approved by the City to add the following provisions to the insurance policies:
(A) Additional Insured Status. The Commercial
General Liability policy shall be endorsed to state that: (1) the City, its directors, officials, officers, employees, agents and volunteers shall be covered as additional insureds with respect to liability arising from the work, Services, Project or operations performed by or on behalf of the CONTRACTOR, including materials, parts or equipment furnished in connection with such work, Services. Project or operations; and (2) the insurance coverage shall be primary insurance as respects the City, its directors, officials, officers, employees, agents and volunteers, or if excess, shall stand in an unbroken chain of coverage excess of the CONTRACTOR's scheduled underlying coverage. Commercial General Liability insurance coverage may be provided in the form of an endorsement to the CONTRACTOR's insurance (at lease as broad as ISO Form CG 20 10 11 85 or both CG 20 10, CG 20 26, CG 20 33 or CG 20 38; and CG 20 37 forms if later revisions are used).
(B) Waiver of -Subrogation. CONTRACTOR hereby
grants to City a waiver of any right to subrogation which any insurer of said CONTRACTOR may acquire against the City by virtue of the payment of any loss under said insurance policies set forth herein. CONTRACTOR agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this
Docusign Envelope ID: OA281359-5962-8803-8378-590FA8835A20 provision applies regardless of whether or not the City has received a waiver of subrogation endorsement from the insurer.
(C) All Coverages. Each insurance policy required by
this Agreement shall be endorsed to state that: (A) coverage shall not be suspended, voided, reduced or canceled except with written notice by certified mail, return receipt requested to the City; and (B) any failure to comply with reporting or other provisions of the policies, including breaches of warranties, shall not affect coverage provided to the City, its directors, officials, officers, employees, agents and volunteers.
3.2.10.5 Primary Coverage. For any claims related to this Agreement, the CONTRACTOR's insurance coverage shall be primary insurance and primary coverage at least as broad as ISO CG 20 01 04 13 with respect to the City, its directors, officials, officers, employees, agents and volunteers. Any insurance or self- insurance maintained by the City, its directors, officials, officers, employees, agents and volunteers shall be excess of the CONTRACTOR's insurance and shall not be called upon to contribute with it in any way.
3.2.10.6 Separation of Insureds: No Special Limitations. All insurance required by this Section shall contain standard separation of insureds provisions. In addition, such insurance shall not contain any special limitations on the scope of protection afforded to the City, its directors officials, officers, employees, agents and volunteers.
3.2.10.7 Deductibles and Self -Insurance Retentions. Any deductibles or self -insured retentions must be declared to and approved by the City. City may require CONTRACTOR to provide proof of ability to pay losses and related investigations, claim administration and defense expenses and costs 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.
3.2.10.8 Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M. Best's rating no less than A:VII, authorized to do business in California, and satisfactory to the City.
3.2.10.9 Verification of Coverage. CONTRACTOR shall furnish City with original certificates of insurance, including all required amendatory endorsements (or copies of the applicable policy language effective coverage required by this provision) and a copy of the Declarations and Endorsement Page of the Commercial General Liability policy listing all policy endorsements to the City before the commencement of work under this Agreement. However, failure to obtain the required documents prior to the commencement of work under this Agreement shall not waive the CONTRACTOR's obligation to provide them to the City. The City reserves the right to require complete, certified copies of all required insurance policies, including endorsements, at any time.
3.2.10.10 Claims -Made Policies. If any of the policies provide coverage on a claims -made basis:
(A) The retroactive date must be shown and must be before the date of this Agreement or the date work commences under this Agreement, whichever is earliest;
(B) Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of the Services provided under this Agreement;
(C) If coverage is canceled, non -renewed, and not replaced with another claims -made policy form with a retroactive date prior to the effective date of this Agreement or the date work commences under this Agreement, whichever is earliest, the CONTRACTOR must purchase extended reporting coverage for a minimum of five (5) years after completion of the Services under this Agreement.
3.2.11 Safety. CONTRACTOR shall execute and maintain its work so as to avoid injury or damage to any person or property. In carrying out its Services, the CONTRACTOR shall at all times be in compliance with all applicable local, state and federal laws, rules and regulations, and shall exercise all necessary precautions for the safety of employees appropriate to the nature of the work and the conditions under which the work is to be performed. Safety precautions as applicable shall include, but shall not be limited to: (A) adequate life protection and life-saving equipment and procedures; (B) instructions in accident prevention for all employees and subcontractors, such as safe walkways, traffic control, scaffolds, fall protection ladders, bridges, gang planks, confined space procedures, trenching and shoring, equipment and other safety devices, equipment and wearing apparel as are necessary or lawfully required to prevent accidents or injuries; and (C) adequate facilities for the proper inspection and maintenance of all safety measures.
3.3 Fees and Payments.
3.3.1 Compensation. CONTRACTOR shall receive compensation, including authorized reimbursements, for all Services rendered under this Agreement at the rates set forth in Exhibit "A" attached hereto and incorporated herein by reference.
Extra Work may be authorized, as described below, and if authorized, said Extra Work will be compensated at the rates and manner set forth in this Agreement.
CONTRACTOR will perform those tasks and deliver the services described in this Agreement, in accordance with the terms and provisions of this Agreement for a total contract price not to exceed $260,000 (two hundred and sixty thousand dollars) annually unless specifically approved in advance and in writing by the City Manager.
3.3.2 Payment of Compensation. CONTRACTOR shall submit to City a monthly itemized statement which indicates work completed and hours of Services rendered by CONTRACTOR. The statement shall describe the amount of Services and supplies provided since the initial commencement date, or since the start of the
Docusign Envelope ID: OA281359-5962-8803-8378-590FABB35A20 subsequent billing periods, as appropriate, through the date of the statement. City shall, within thirty (30) days of receiving such statement, review the statement and pay all approved charges thereon.
3.3.3 Reimbursement for Expenses. CONTRACTOR shall not be reimbursed for any expenses unless authorized in writing by City.
3.3.4 Extra Work. At any time during the term of this Agreement, City may request that CONTRACTOR perform Extra Work. As used herein, "Extra Work" means any work which is determined by City to be necessary for the proper completion of the Project, but which the parties did not reasonably anticipate would be necessary at the execution of this Agreement. CONTRACTOR shall not perform, nor be compensated for, Extra Work without written authorization from the City Manager.
3.3.5 Prevailing Wages. Pursuant to Downey Municipal Code Section 2935, the requirements of California Labor Code Sections 1720 et sea. and 1770 et sea., as well as California Code of Regulations, Title 8, Section 16000 et sea. ("Prevailing Wage Laws"), which require the payment of prevailing wage rates and the performance of other requirements on certain "public works" and "maintenance" projects, shall apply to the Project. CONTRACTOR agrees to fully comply with such Prevailing Wage Laws.
City shall provide CONTRACTOR with a copy of the prevailing rates of per diem wages in effect at the commencement of this Agreement. CONTRACTOR shall make copies of the prevailing rates of per diem wages for each craft, classification or type of worker needed to execute the Services available to interested parties upon request, and shall post copies at the CONTRACTOR's principal place of business and at the Project site.
CONTRACTOR shall defend, indemnify and hold the City, its elected officials, officers, employees and agents free and harmless from any claims, liabilities, costs, penalties or interest arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. If applicable, CONTRACTOR shall be registered at all times with the Department of Industrial Relations under the Public Works Contractor Registration Program for Labor Compliance.
3.4 Accounting Records.
3.4.1 Maintenance and Inspection. CONTRACTOR shall maintain complete and accurate records with respect to all costs and expenses incurred under this Agreement. All such records shall be clearly identifiable. CONTRACTOR shall allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement. CONTRACTOR shall allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement.
3.5 General Provisions.
3.5.1 Termination of Agreement.
Docusign Envelope ID: OA281359-5962-8803-8378-590FABB35A20
3.5.1.1 Grounds for Termination. City may, by written notice to CONTRACTOR, terminate the whole or any part of this Agreement at any time either for cause or for the City's convenience and without cause by giving written notice to CONTRACTOR of such termination, and specifying the effective date thereof, at least seven (7) days before the effective date of such termination. CONTRACTOR may only terminate this Agreement for cause upon giving the City not less than seven (7) calendar days' written notice.
Upon termination, CONTRACTOR shall be compensated only for those services which have been adequately rendered to City, and CONTRACTOR shall be entitled to no further compensation. The City shall within fifteen (15) calendar days following termination pay the CONTRACTOR for all services adequately rendered and all reimbursable costs incurred by CONTRACTOR up to the date of termination, in accordance with the payment provisions of this Agreement.
The following reasons shall constitute "cause" for which either party may terminate this Agreement as provided herein:
• Substantial failure by the other party to perform in accordance with the terms of this Agreement and through no fault of the terminating party; • Assignment of this Agreement or transfer of the Project by either party to any other entity without the prior written consent of the other party; • Suspension of the Project or the CONTRACTOR's Services by the City for more than ninety (90) calendar days, consecutive or in the aggregate, without good cause;
• Material changes in the conditions under which this Agreement was entered into, the Scope of Services or the nature of the Project, and the failure of the parties to reach agreement on the compensation and schedule adjustments necessitated by such changes.
3.5.1.2 Effect of Termination. if this Agreement is terminated as provided herein, City may require CONTRACTOR to provide all finished or unfinished Documents and Data and other information of any kind prepared by CONTRACTOR in connection with the performance of Services under this Agreement. CONTRACTOR shall be required to provide such Documents and Data and other information within fifteen (15) days of the City's request.
3.5.1.3 Additional Services. In the event this Agreement is terminated in whole or in part as provided herein, City may procure, upon such terms and in such manner as it may determine appropriate, services similar to those terminated.
3.5.2 Delivery of Notices. All notices permitted or required under this Agreement shall be given to the respective parties at the following address, or at such other address as the respective parties may provide in writing for this purpose:
10 Docusign Envelope ID: OA281359-5962-8803-8378-590FABB35A20 CONTRACTOR:
CITY:
Mr. Bills Auto Body & Paint, Inc.
8916 S. Norwalk Blvd.
Whittier, Ca. 90606
Phone: (562) 908-6828
Attn: B. Bill Cabral, Owner
City of Downey
11111 Brookshire Avenue
Downey, California 90241
Phone: (562) 904-7102
Fax: (562) 904-7296
Attn: Matthew Baumgardner, P.E., Director of Public
Works/City Engineer
With a courtesy copy to:
City of Downey
City Attorney's Office
11111 Brookshire Avenue
Downey, California 90241
Such notice shall be deemed made when personally delivered or when mailed, forty-eight (48) hours after deposit in the U.S. Mail, first class postage prepaid and addressed to the party at its applicable address. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service.
3.5.3 Ownership of Materials and Confidentiality.
3.5.3.1 Documents & Data: Licensing of Intellectual Property.
This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by CONTRACTOR under this Agreement ("Documents & Data"). CONTRACTOR shall require all subcontractors to agree in writing that City is granted a non-exclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement.
CONTRACTOR represents and warrants that CONTRACTOR has the legal right to license any and all Documents & Data. CONTRACTOR makes no such representation 11 Docusign Envelope ID: OA281359-5962-8803-8378-590FABB35A20 and warranty in regard to Documents & Data which were prepared by design professionals other than CONTRACTOR or provided to CONTRACTOR by the City. City shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City's sole risk.
3.5.3.2 Confidentiality. All ideas, memoranda, specifications, plans, procedures, drawings, descriptions, computer program data, input record data, written information, and other Documents and Data either created by or provided to CONTRACTOR in connection with the performance of this Agreement shall be held confidential by CONTRACTOR. Such materials shall not, without the prior written consent of City, be used by CONTRACTOR for any purposes other than the performance of the Services. Nor shall such materials be disclosed to any person or entity not connected with the performance of the Services or the Project. Nothing furnished to CONTRACTOR which is otherwise known to CONTRACTOR or is generally known, or has become known, to the related industry shall be deemed confidential.
CONTRACTOR shall not use City's name or insignia, photographs of the Project, or any publicity pertaining to the Services or the Project in any magazine, trade paper, newspaper, television or radio production or other similar medium without the prior written consent of City.
3.5.4 Cooperation; Further Acts. The Parties shall fully cooperate with one another, and shall take any additional acts or sign any additional documents as may be necessary, appropriate or convenient to attain the purposes of this Agreement.
3.5.5 Attorney's Fees. In the event of any litigation, whether in a court of law, administrative hearing, arbitration, or otherwise, arising from or related to this Agreement of the services provided under this Agreement, the prevailing party shalt be entitled to recover from the non -prevailing party all reasonable costs incurred, including staff time, court costs, attorneys' fees and all other related expenses in such litigation.
3.5.6 Indemnification.
3.5.6.1 General Indemnification. Except as provided in
subdivision 3.5.6.2 below which is applicable to "design professionals" only, CONTRACTOR shall defend (with counsel acceptable to City), indemnify and hold the City, its officials, officers, employees, volunteers and agents free and harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury, in law or equity, to property or persons, including wrongful death, in any manner arising out of or incident to any alleged negligent acts, errors, omissions or willful misconduct of CONTRACTOR, its officials, officers, employees, agents, and contractors arising out of or in connection with the performance of the Services, the Project or this Agreement, including without limitation the payment of all consequential damages and attorneys' fees and other related costs and expenses. The CONTRACTOR's duty to indemnify shall extend to any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury, in law or equity that CONTRACTOR and/or its personnel are employees of the City, have been misclassified as an independent 12 Docusign Envelope ID: OA289359-5962-8803-8378-590FABB35A20 contractors, or failed to pay any or all necessary state or federal withholdings and/or taxes. CONTRACTOR shall defend, at CONTRACTOR's own cost, expense and risk, any and all such aforesaid suits, actions or other legal proceedings of every kind that may be brought or instituted against City, its directors, officials, officers, employees, agents or volunteers. CONTRACTOR shall pay and satisfy any judgment, award or decree that may be rendered against City or its directors, officials, officers, employees, agents or volunteers, in any such suit, action or other legal proceeding. CONTRACTOR shall reimburse City and its directors, officials, officers, employees, agents and/or volunteers, for any and ail legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity herein provided. CONTRACTOR's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by the City, its directors, officials, officers, employees, and agents or volunteers.
CONTRACTOR shall not be obligated to defend, indemnify or hold the City harmless in any manner whatsoever for any claims or liability arising solely out of the City's own negligent acts, errors or omissions or willful misconduct.
3.5.6.2 Design Professionals. The provisions of this
subdivision 3.5.6.2 shall apply only in the event that CONTRACTOR is a "design professional" within the meaning of California Civil Code section 2782.8(c). If CONTRACTOR is a "design professional" within the meaning of Section 2782.8(c), then, notwithstanding subdivision 3.5.6.1 above, to the fullest extent permitted by law (including, without limitation, Civil Code sections 2782 and 2782.6), CONTRACTOR shall defend (with legal counsel reasonably acceptable to City), indemnify and hold harmless City and City's officers, officials, employees, volunteers and agents from and against any Claim that arises out of, pertains to, or relates to, directly or indirectly, in whole or in part, the negligence, recklessness, or willful misconduct of CONTRACTOR, any subCONTRACTOR, subcontractor or any other person directly or indirectly employed by them, or any person that any of them control, arising out of CONTRACTOR's performance of any task or service for or on behalf of City under this Agreement. The CONTRACTOR's duty to indemnify shall extend to any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury, in law or equity that CONTRACTOR and/or its personnel are employees of the City, have been misclassified as an independent contractors, or failed to pay any or all necessary state or federal withholdings and/or taxes. Such obligations to defend, hold harmless and indemnify City or any City officers, officials, employees or volunteers shall not apply to the extent that such Claims are caused in part by the sole active negligence or willful misconduct of City or such City officers, officials, employees, volunteers and agents. CONTRACTOR's cost to defend City and/or City's officers, officials, employees or volunteers against any such Claim shall not exceed CONTRACTOR's proportionate percentage of fault with respect to that Claim; however, pursuant to Civil Code section 2782.8(a), in the event that one or more defendants is unable to pay its share of defense costs due to bankruptcy or dissolution of the business, CONTRACTOR shall meet and confer with City (and, if applicable, other parties) regarding any unpaid defense costs. To the extent CONTRACTOR has a duty to indemnify City or any City officers, officials, employees, volunteers and/or agents under this subdivision 3.5.6.2, CONTRACTOR shall be responsible for all incidental and consequential damages resulting directly or 13 Docusign Envelope ID: OA281359-5962-8803-8378-590FABB35A20 indirectly, in whole or in part, from CONTRACTOR's negligence, recklessness or willful misconduct.
3.5.7 Entire Agreement. This Agreement contains the entire Agreement of the parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings or agreements.
3.5.8 Governing Law. This Agreement shall be governed by the laws of the State of California. Venue shall be the courts in Los Angeles County.
3.5.9 Time of Essence. Time is of the essence for each and every provision of this Agreement.
3.5.10 City Right to Employ Other CONTRACTORS. City reserves right to employ other CONTRACTORs in connection with this Project.
3.5.11 Successors and Assigns. This Agreement shall be binding on the successors and assigns of the parties.
3.5.12 Assignment or Transfer. Neither party shall assign, hypothecate, or transfer, either directly or by operation of law, this Agreement or any interest herein without the prior written consent of the other party. Any attempt to do so shall be null and void, and any assignees, hypothecates or transferees shall acquire no right or interest by reason of such attempted assignment, hypothecation or transfer.
3.5.13 Construction; References; Captions. Since the Parties or their agents have participated fully in the preparation of this Agreement, the language of this Agreement shall be construed simply, according to its fair meaning, and not strictly for or against any Party. Any term referencing time, days or period for performance shall be deemed calendar days and not work days. All references to CONTRACTOR include all personnel, employees, agents, and subcontractors of CONTRACTOR, except as otherwise specified in this Agreement. All references to City include its elected officials, officers, employees, agents and volunteers except as otherwise specified in this Agreement. The captions of the various articles and paragraphs are for convenience and ease of reference only, and do not define, limit, augment, or describe the scope, content, or intent of this Agreement.
3.5.14 Amendment; Modification. No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing and signed by both Parties.
3.5.15 Waiver. No waiver of any default shall constitute a waiver of any other default or breach, whether of the same or other covenant or condition. No waiver, benefit, privilege, or service voluntarily given or performed by a Party shall give the other Party any contractual rights by custom, estoppel, or otherwise.
3.5.16 No Third Party Beneficiaries. There are no intended third party beneficiaries of any right or obligation assumed by the Parties. 14 Docusign Envelope ID: OA281359-5962-8803-8378-590FABB35A20
3.5.17 Invalidity; Severability. If any portion of this Agreement is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect.
3.5.18 Prohibited Interests. CONTRACTOR maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for CONTRACTOR, to solicit or secure this Agreement. Further, CONTRACTOR warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for CONTRACTOR, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. For breach or violation of this warranty, City shall have the right to rescind this Agreement without liability. For the term of this Agreement, no member, officer or employee of City, during the term of his or her service with City, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom.
3.5.19E ual Opportunity Employment. CONTRACTOR represents that it is an equal opportunity employer and it shall not discriminate against any subcontractor, employee or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex or age. Such non-discrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination. CONTRACTOR shall also comply with all relevant provisions of any City Minority Business Enterprise program, Affirmative Action Plan or other related programs or guidelines currently in effect or hereinafter enacted.
3.5.20 Labor Certification. By its signature hereunder, CONTRACTOR certifies that it is aware of the provisions of Section 3700 of the California Labor Code which require every employer to be insured against liability for Worker's Compensation or to undertake self-insurance in accordance with the provisions of that Code, and agrees to comply with such provisions before commencing the performance of the Services.
3.5.21 Authority to Enter Agreement. CONTRACTOR has all requisite power and authority to conduct its business and to execute, deliver, and perform the Agreement. Each Party warrants that the individuals who have signed this Agreement have the legal power, right, and authority to make this Agreement and bind each respective Party.
3.5.22 Counterparts. This Agreement may be executed in counterparts, each of which shall constitute one and the same instrument.
3.5.23 Effect of Conflict. In the event of any conflict, inconsistency, or incongruity between any provision of this Agreement, any of its exhibits, attachments, purchase order, or notice to proceed, the provisions of this Agreement will govern and control.
RV
Docusign Envelope ID` OA281359-5962-8803-8378-590FABB35A20
3.6 Subcontracting.
3.6.1 Prior Approval Required. CONTRACTOR shall not subcontract any portion of the work required by this Agreement, except as expressly stated herein, without prior written approval of City. CONTRACTOR shall require and verify that all subcontractors maintain insurance meeting all of the requirements set forth in this Agreement. CONTRACTOR shall ensure that City is an additional insured as required in Section 3.2.10.4. Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement.
CITY OF DOWNEY,
a California municipal corporation
and charter city
By:
Attest.
Claudia Frometa, Mayor
Maria Alicia Duarte, CIVIC
City Clerk
Approved as to Form:
Signed by: gg
W. -F r '
John M. Funk
City Attorney
119,123859
16 MR. BILLS AUTO BODY & PAINT INC.,
a California corporation
:
By:LINL"'. IrAj,
B. Bill Cabral, Owner
Docusign Envelope ID: OA281359-5962-8803-8378-590FABB35A20 EXHIBIT "A"
SCOPE OF SERVICES, AND COMPENSATION
SCOPE
Contractor shall provide off -site automotive body, paint and frame repair services on an as - needed basis for the City's fleet of vehicles. All work must be done per specifications, according to all applicable and acceptable industry standards, of the highest quality workmanship, and completed by the time required.
Minimum qualifications: Upon request Contractor shall supply copies of their State of California Bureau of Automotive Repair, Hazardous Waste Identification Number, Spray Booth Permit Number, and Aluminum Certification. Experience working on Utility Vehicles and Emergency Vehicles with specialized equipment.
Prioritization: The City has very little redundancy in the fleet. For this reason, minimizing vehicle downtime is critical. Contractor shall be required to make the city vehicles a priority for repairs.
Security: City vehicles, equipment, and materials shall be maintained in a secure storage facility at all times. This will help prevent theft, and vandalism from occurring.
Materials and Equipment: Contractor shall only use Original Equipment Manufacturer (OEM) parts unless authorized by the Fleet Superintendent, and/or City Representative for consideration and authorization.
Estimates: Contractor shall submit a final estimate, which is true and accurate, of the body repair to the Fleet Superintendent, and/or City Representative for consideration and authorization.
Estimating: Estimates for damage repairs need to be done onsite at the Public Works Maintenance Yard at 12324 Bellflower Blvd. Downey, Ca. 90242 Pick up and delivery: Contractor shall provide pickup and delivery services as requested to the Public Works Maintenance Yard, 12324 Bellflower Blvd. Downey, Ca. 90242. Contractor shall pick up and drop off or arrange for pickup and drop off of City vehicles from the Public Works Maintenance Yard using shop tow truck or towing subcontractor. Upon making a request, vehicles are to be picked up by the vendor form the PW Maintenance Yard within twenty-four (24) hours of request for repairs. Upon completion of repairs, Contractor will have twenty-four (24) hours to deliver the vehicle to the PW Maintenance Yard. In the event that
Docusign Envelope ID: OA281359-5962-8803-8378-590FABB35A20 Contractor is unable to make pick up or delivery within twenty-four (24) hours, or cannot complete the repair for any other reason, Contractor must inform the Fleet Department when the request is placed. In such a case, the City reserves the right to procure the service from another Contractor.
COMPENSATION
Item
Type
Price
A
Labor Rate: Body
$70/ Hour
B
Labor Rate: Paint
$70/ Hour
C
OEM Parts
TBD % over cost
D
Labor: Frame
$110/ Hour
E
Labor: Mechanical
$145/ Hour
F
Like, Kind, and Quality LKQ Parts
TBD % over cost
G
Other: additional charges
Paint & Material: $52/Hour