DocuSign Envelope ID: B22E81DA-D71A-4856-B97B-517C1ACBAAE8
AGREEMENT BETWEEN THE CITY OF MURRIETA
AND
AEP-CALIFORNIA, LLC
This Agreement ("Agreement"), made this 15TH day of December, 2020, by and between he CITY OF MURRIETA, a Municipal Corporation, duly organized and existing under and by irtue of the laws of the State of California ("CITY"), and AEP-CALIFORNIA, a California limitec liability company ("CONSULTANT") with reference to the following facts which are acknowledged by each party as true and correct:
RECITALS
California Govery it ageneral law ci, formed and existing pursuant to the provisions of the California Government Cute set on 53080 into consultant agreements under the provisions of CITY desires or is in need of emergency vehicle upfitting and vehicle electrical repair services.
D. CONSULTANT has special knowledge, experience and facilities for accomplishing the above services.
CITY now desires to retain CONSULTANT to accomplish the above services, and CONSULTANT is willing to be so retained pursuant to the terms and conditions of this Agreement.
AGREEMENT
NOW, THEREFORE, it is agreed by and between the parties as follows:
OPERATIVE PROVISIONS
RESPONSIBILITIES OF CONSULTANT
CONSULTANT shall undertake to carry on the scope of services as listed in the Agreement the seen the provisions i it A are ambiguous in antion to the proofinis of this Agreement, inconsistent with the provisions of this Agreement, or expand upon the provisions of this Agreement, the provisions of this Agreement shall take precedence and the provisions of Exhibit "A" shall not apply. These duties may be adjusted from time to time as agreed upon in writing by CONSULTANT and CITY. Any additional services authorized by CITY shall be subject to all terms and conditions of this Agreement, except as modified in writing in accordance with Section 24.
1.2 Representations. CONSULTANT will perform the services set out in this Agreement, , as contemplated herein, in an efficient, timely, and professional manner, and in accordance with generally accepted standards for performing similar services. It is understood that CITY, in entering into this Agreement, is relying on CONSULTANT's representations for quality and professional work performed in a timely manner, and CONSULTANT shall perform in accordance with those representations and standards.
Consultant Agreement
Murieta Form 04/10
DocuSign Envelope ID: B22E81DA-D71A-4856-B97B-517C1ACBAAE8 Monthly Written Reports. The sales manager of CONSULTANT shall prepare and submit to the designated CITY representative a monthly written report specifying the activities of CONSULTANT pursuant to this Agreement. CONSULTANT shall prepare the monthly written report in a format acceptable to the CITY. CONSULTANT shall submit the monthly written report to the CITY by the second Friday of each month.
2. ADMINISTRATION OF AGREEMENT
2.1 CITY appoints its City Manager, or his designee, to administer CITY's rights under this Agreement, and to review the work performed by CONSULTANT pursuant to the scope of services.
2.2 CONSULTANT shall keep the City Manager, CITY's representative, or his designee or designees, fully informed as to the progress of the work and shall submit to CITY such oral and written reports as CITY may specify.
2.3 This Agreement shall be administered on behalf of the parties hereto, and any notice desired or required to be sent to a party hereunder shall be addressed, as follows:
For CITY: Kim Summers
Address: City of Murrieta
One Town Square
24601 Jefferson Avenue
Murrieta, CA 92562
Phone: (951) 461-6010
Facsimile: (951) 461-6430
For CONSULTANT: Adam Serr
CONSULTANT: AEP-California, LLC
Address: 10729 Wheatlands Avenue, Ste C
Santee, CA 92071
Phone: (619) 596-1925
Facsimile: (619) 596-1909
3. TERM
The term of this Agreement shall be from December 21, 2020 until December 20, 2022. The Agreement may be renewed for up to three (3) additional periods of one (1) year each based on satisfactory performance of the services called for in this Agreement, at the discretion of the City Manager, with at least (30) days' written notice prior to the expiration of the initial term or any subsequent annual renewal.
Time is of the essence for this Agreement and each provision of this Agreement, unless otherwise specified in this Agreement.
4. PAYMENT TO CONSULTANT
Consideration. In consideration of the services to be performed by CONSULTANT for the CITY as set forth in Section 1, the CITY agrees to pay CONSULTANT on a task order 2 DocuSign Envelope ID: B22E81DA-D71A-4856-B97B-517C1ACBAAE8 basis at the rates identified in CONSULTANT's proposal as set forth in Exhibit "B" attached hereto and incorporated herein. To the extent the provisions of Exhibit "B" are ambiguous in relation to the provisions of this Agreement, inconsistent with the provisions of this Agreement, or expand upon the provisions of this Agreement, the provisions of this Agreement shall take precedence and the provisions of Exhibit "B" shall not apply. Said payment shall be made to CONSULTANT pursuant to section 4.3 herein based upon an invoice provided by CONSULTANT to CITY no later than the fifth (5) day of each month. CITY shall pay all invoices in arrears and shall in no event be required to pay for any services provided by CONSULTANT in advance. CONSULTANT acknowledges, however, that it is one of two (2) consultants providing the services called for by this Agreement and that no one consultant is guaranteed any particular amount of work.
4.2 Additional Services. If CITY desires any additional services ("Additional Services"), CONSULTANT may, upon written request by the CITY, furnish a proposal including an itemized statement of the estimated cost of the Additional Services thereof, and the CITY may modity or alter the proposal, or may reject the proposal in its entirety, at its sole discretion, or may direct the submission of a new proposal which may be accepted, altered or rejected. Upon the written approval of any Additional Services including costs by CONSULTANT and CITY, CONSULTANT shall perform the Additional Services and CITY will pay to CONSULTANT the cost of the Additional Services as agreed in writing. All money due for Additional Services shall be supported by a detailed statement of CONSULTANT showing the basis of said claims, and certified by proper officers of CONSULTANT.
4.3 Payments. Payment of CONSULTANT's fee shall be made in accordance with CITY's normal schedule for issuance of checks. CONSULTANT agrees and acknowledges that it is CONSULTANT's sole responsibility to report as income all compensation received from CITY, and to make the requisite tax filings and payments to the appropriate federal, state and local tax authorities.
5. STATUS OF CONSULTANT
Independent Contractor. It is understood and agreed that CITY is interested only in the results obtained from service hereunder and that CONSULTANT shall perform as an independent contractor with sole control of the manner and means of performing the services required under this Agreement. CONSULTANT shall complete this Agreement according to its own methods of work which shall be in the exclusive charge and control of CONSULTANT and which shall not be subject to control or supervision by the CITY, except as to the results of the work. CONSULTANT is, for all purposes arising out of this Agreement, an independent contractor, and neither CONSULTANT, nor its employees, agents and representatives shall be deemed an employee of the CITY for any purpose.
5.2 Employee Benefits. CONSULTANT shall be responsible for all salaries, payments, insurance and benefits for all of its officers, agents, representatives and employees in performing services pursuant to this Agreement. It is expressly understood and agreed that CONSULTANT and its employees, agents, and representatives shall in no event be entitled to any CITY benefits to which CITY employees are entitled, including, but not limited to, overtime, retirement benefits, insurance, vacation, worker's compensation, sick or injury leave or other benefits.
Workers' Compensation Insurance. CONSULTANT agrees to procure and maintain in full force and effect Workers' Compensation Insurance covering its employees and agents while these persons are participating in the activities hereunder, as provided in Section 3 DocuSign Envelope ID: B22E81DA-D71A-4856-B97B-517C1ACBAAE8
6.1.2 of this Agreement.
5.4 Prevailing Wages. Pursuant to the provisions of section 1773 of the Labor Code of the State of California, the City Council has obtained the general prevailing rate of per diem wages and the general rate for holiday and overtime work in this locality for each craft, classification, or type of workman needed to execute this Agreement, from the Director of the Department of Industrial Relations. These rates are on file with the City Clerk. Copies may be obtained at cost at the City Clerk's office. CONSULTANT shall post a copy of such rates at their office and shall pay the adopted prevailing wage rates as a minimum. If applicable, CONSULTANT shall comply with the provisions of sections 1773.8, 1775, 1776, 1777.5, 1777.6, and 1813 of the Labor Code and any other applicable laws.
Pursuant to the provisions of section 1775 of the Labor Code, CONSULTANT shall forfeit to CITY, as a penalty, the sum of fifty dollars ($50.00) for each calendar day, or portion thereot, for each laborer, worker, or mechanic employed, paid less than the stipulated prevailing rates for any work done under this Agreement, by him or by any sub-consultant under him, in violation of the provisions of this Agreement.
INSURANCE
CONSULTANT shall not begin the services under this Agreement until it has: (a) obtained, and upon the CITY's request, provided to the CITY, insurance certificates reflecting evidence of all insurance, including a copy of the Declarations and Endorsement Page as required in this Section 6; however, CITY reserves the right to request, and CONSULTANT shall submit, complete copies of any policy upon reasonable request by CITY; (b) obtained CITY approval of each company or companies as required by Section 6; and (c) confirmed that all policies contain the specific provisions required in Section 6.
6.1 Types of Insurance. At all times during the term of this Agreement, CONSULTANT shall maintain insurance coverage as follows:
6.1.1 Commercial Liability. Commercial
(CL) Insurance written on an pecurence basis to proteet CONSULTANT and CITY against liability or claims of liability which may arise out of this Agreement in the amount of Two Million Dollars ($2,000,000) per occurrence and subject to an annual aggregate of Four Million Dollars ($4,000,000). There shall be no endorsement or modification of the CGL limiting the scope of coverage for either insured vs. insured claims or contractual liability. General liability coverage can be provided in the form of an endorsement to the Consultant's insurance (at least 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).
6.1.2 Workers' Compensation. For all of CONSULTANT's employees who are subject to this Agreement and to the extent required by applicable state or federal law, CONSULTANT shall keep in full force and effect a Workers' Compensation policy. That policy shall provide employers' liability coverage as required by applicable state and/or federal Workers' Compensation laws, and CONSULTANT shall provide an endorsement that the insurer waives the right of subrogation against the CITY and its respective elected officials, officers, employees, agents and representatives. In the event a claim under the provisions of the California Workers' Compensation Act is filed against CITY by a bona fide employee of CONSULTANT participating under this Agreement, CONSULTANT agrees to defend and indemnify the CITY from such claim. 4 DocuSign Envelope ID: B22E81DA-D71A-4856-B97B-517C1ACBAAE8
6.1.3 Professional Liability. For all of CONSULTANT's employees who are subject to this Agreement, CONSULTANT shall keep in full force and effect Professional Liability coverage for professional liability with a limit of Two Million Dollars ($2,000,000) per claim and Four Million Dollars ($4,000,000) annual aggregate. CONSULTANT shall ensure both that: (1) the policy retroactive date is on or before the date of commencement of services under this Agreement; and (2) the policy will be maintained in force for a period of four years after termination of this Agreement or substantial completion of services under this Agreement, whichever occurs last. CONSULTANT agrees that for the time period defined above, there will be no changes or endorsements to the policy that increase the CITY's exposure to loss.
6.1.4 Automobile Liability: Insurance Services Office Form Number CA 0001 covering, Code 1 (any auto), or if Consultant has no owned autos, Code 8 (hired) and 9 (non-owned), with limit no less than $1,000,000 per accident for bodily injury and property damage.
Insurer Requirements. All insurance required by express provision of this Agreement shall be carried only by responsible insurance companies that are rated "A-" and "V" or better by the A.M. Best Key Rating Guide, and are licensed to do business in the State of California. CITY will accept insurance provided by non-admitted "surplus lines" carriers only if the carrier is authorized to do business in the State of California.
Deductibles. All deductibles on any policy shall be the responsibility of CONSULTANT and shall be disclosed to CITY at the time the evidence of insurance is provided.
6.4 Specific Provisions Required. Each policy required under this Section 6 shall expressly provide, and an endorsement shall be submitted to CITY, that: (a) the policies are the CL policy shall expressly provide, and an endorsement shall be submitted to CITY, that the City of Murrieta and its respective officers and employees are additional insureds under the policy.
6.5 Indemnity Not Limited by Insurance. CONSULTANT's liabilities, including, but not limited to, CONSULTANT's indemnity and defense obligations under this Agreement, shall not be deemed limited in any way to the insurance coverage required herein. Maintenance of specified insurance coverage is a material element of this Agreement, and CONSULTANT's failure to maintain or renew coverage or to provide evidence of renewal during the term of this Agreement may be treated as a material breach of contract by CITY.
6.6 Special Risks or Circumstances: CITY reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances.
AUDIT AND INSPECTION OF RECORDS
At any time during CONSULTANT's normal business hours and as often as CITY may deem necessary, and upon reasonable notice, CONSULTANT shall make available to CITY, or 5 DocuSign Envelope ID: B22E81DA-D71A-4856-B97B-517C1ACBAAE8 any of its duly authorized representatives, for examination, audit, excerpt, copying or transcribing, all data, records, investigation reports and all other materials respecting matters covered by this Agreement. CONSULTANT will permit CITY to audit and to make audits of all invoices, materials, payrolls, records of personnel and other data related to all matters covered by this Agreement.
All material reterenced in this Section, including all pertinent cost accounting, financial records, and proprietary data, must be kept and maintained by CONSULTANT for a period of at least four (4) years, or for the period required by law, whichever is greater, after completion of CONSULTANT's performance hereunder, unless CITY's written permission is given to dispose of same prior to that time.
8. CONFIDENTIALITY AND USE OF INFORMATION
8.1 Except as otherwise provided by law, all reports, communications, documents and information obtained or prepared by CONSULTANT respecting matters covered by this Agreement shall not be published without prior written consent of City Manager or his designees, nor shall CONSULTANT issue any news releases or publish information relating to its services hereunder without the prior written consent of the City Manager. CONSULTANT shall hold in trust for the CITY, and shall not disclose to any person, any confidential information. Confidential information is information which is related to the CITY's research, development, trade secrets and business affairs, but does not include information which is generally known or easily ascertainable by nonparties through available public documentation.
8.2 CONSULTANT shall advise CITY of any and all materials used, or recommended for use, by CONSULTANT to achieve the project goals that are subject to any copyright restrictions or requirements. In the event CONSULTANT shall fail to so advise CITY and, as a result of the use of any programs or materials developed by CONSULTANT under this Agreement, CITY should be found in violation of any copyright restrictions or requirements, CONSULTANT agrees to indemnify and hold harmless CITY against any action or claim brought by the copyright holder.
Ownership of Records. All records created by the CONSULTANT shall become the property of the CITY and shall be subject to state law and CITY policies governing privacy and access to files. The CITY shall have access to and the right to examine all books, documents, papers and records of the CONSULTANT involving transactions and work related to this Agreement. The CONSULTANT shall retain all copies of records for a period of five (5) years from the date of final payment.
9. NOTICE
All notices or demands to be given under this Agreement by either party to the other shall be in writing and given either by: (a) personal service, (b) by U.S. Mail, mailed either by certified mail, return receipt requested, with postage prepaid and addressed to the party to whom the notice is directed, or (c) via facsimile transmission (with proof of confirmation by sender). Service shall be considered given when received if personally served or, if mailed, two days after deposit in the United States Mail by certified mail, return receipt requested. The address to which notices or demands may be given by either party may be changed by written notice given in accordance with the notice provisions of this section. At the date of this Agreement, the addresses of the parties are as set forth in Section 2 above.
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10. TERMINATION FOR CAUSE
10.1 CITY may terminate this Agreement upon giving of written notice of intention to terminate for cause. Cause shall include: (a) a material violation of any of the covenants, agreements, or stipulations of this Agreement by CONSULTANT, (b) CONSULTANT, through any cause, failing to fulfill in a timely and proper manner its obligations under this Agreement, (c) any act by CONSULTANT exposing CITY to liability to others for personal injury or property damage, or (d) if CONSULTANT is adjudged bankrupt, CONSULTANT makes a general assignment for the benefit of creditors, or a receiver is appointed on account of CONSULTANT's insolvency.
Written notice by CITY of termination for cause shall contain the reasons for such intention to terminate and shall specify the effective date thereof. Unless prior to the effective date of the termination for cause the condition or violation shall cease, or satisfactory arrangements for the correction thereof be made, this Agreement shall cease and terminate on the effective date specified in the written notice by CITY.
10.2 In the event of such termination, CONSULTANT shall be paid the reasonable value of satisfactory services rendered up to the date of receipt of the notice of termination ir accordance with this Agreement, less any payments theretofore made, as determined by CITY not to exceed the amount payable herein, and CONSULTANT expressly waives any and all claims for damages or compensation arising under this Agreement in the event of such termination, except as set forth herein.
11. TERMINATION FOR CONVENIENCE OF CITY
11.1 CITY may terminate this Agreement at any time and for any reason by giving written notice to CONSULTANT of such termination, and specifying the effective date thereof, at least fifteen (15) days prior to the effective date.
11.2 If the Agreement is terminated as provided in this Section, CONSULTANT shall be entitled to receive compensation for any satisfactory work completed up to the receipt by CONSULTANT of notice of termination, less any payments theretofore made and not to exceed the amount payable herein, and for satisfactory work completed between the receipt of notice of termination and the effective date of termination pursuant to a specific request by CITY for the performance of such work.
12. PERFORMANCE AFTER TERMINATION
Upon termination of this Agreement as provided herein, CONSULTANT shall, within such reasonable time period as may be directed by City Manager, complete those items of work which are in various stages of completion and which City Manager determines are necessary to be completed by CONSULTANT to allow the project to be completed in a timely, logical, and orderly manner. Upon termination, all finished or unfinished documents, data, studies, surveys, drawings, models, photographs, reports, and other materials prepared by CONSULTANT shall be delivered to the City Manager, upon his request, as property of CITY.
13. DEFENSE AND INDEMNIFICATION
13.1 CONSULTANT shall, to the fullest extent permitted by law, hold harmless, protect, defend (with attorneys approved by CITY) and indemnify the CITY, its council, and each member thereof, its officers, agents, employees, representatives, and their successors and assigns, from and against any and all losses, liabilities, claims, suit damage, expenses and costs including 7 DocuSign Envelope ID: B22E81DA-D71A-4856-B97B-517C1ACBAAE8 reasonable attorney's fees and costs, and expert costs and investigation expenses (Claims"), which arise out of or are in any way connected to the performance under this Agreement or any negligent or wrongful act or omission by CONSULTANT, its officers, employees, representatives, subcontractors, or agents regardless of whether or not such claim, loss or liability is caused in part by a party indemnified hereunder. CONSULTANT shall have no obligation, however, to defend or indemnify CITY if it is determined by a court of competent jurisdiction that such Claim was caused by the sole negligence or willful misconduct of CITY.
13.2 General Indemnity Provisions. This indemnity is in addition to any other rights or remedies which CITY may have under the law or this Agreement. In the event of any claim or demand made against any party which is entitled to be indemnified hereunder, CITY may, at its sole discretion, reserve, retain or apply any monies due to CONSULTANT under this Agreement for the purpose of resolving such claims; provided however, that CITY may release such funds if CONSULTANT provides CITY with reasonable assurances of protection of the CITY's interest.
The CITY shall, in its sole discretion determine whether such assurances are reasonable.
CONSULTANT agrees that its duty to defend the indemnities arises upon an allegation of liability based upon the performance of services under this Agreement by CONSULTANT, its officers, agents, representatives, employees, sub-consultants, or anyone for whom CONSULTANT is liable and that an adjudication of CONSULTANT's liability is not a condition precedent to CONSULTANT's duty to defend
14. CONFLICT OF INTEREST
14.1 CONSULTANT shall be bound by the requirements of the FPPC (Fair Political Practice Commission) and state law with regard to disclosure of financial interests and prohibited conflicts of interest.
14.2 Prior to execution of this Agreement, CONSULTANT shall disclose in writing to CITY any and all compensation, actual or potential, which CONSULTANT may receive in any form from a party other than CITY as a result of performance of this Agreement by CONSULTANT.
If CONSULTANT becomes aware of the potential for such compensation subsequent to the execution of this Agreement, CONSULTANT shall disclose such compensation within three (3) working days of becoming aware of the potential for such compensation.
14.3 Prior to or concurrent with making any recommendation of any products or service for purchase by the CITY, CONSULTANT shall disclose any financial interest that CONSULTANT may have in any manufacturer or provider of the recommended products or services. The term "financial interest" includes, but is not limited to, employment (current or prospective) or ownership interest of any kind and degree.
14.4 CONSULTANT shall not conduct business for third parties which may be in conflict with CONSULTANT's responsibilities under this Agreement. CONSULTANT may not solicit any business during the term of this Agreement which conflicts with its responsibilities under this Agreement. CONSULTANT shall provide no services for any private client within the corporate boundaries or sphere of influence of CITY during the period of this Agreement which may constitute a conflict of interest.
15. ASSIGNMENT
No portion of this Agreement or any of the work to be performed hereunder may be 8 DocuSign Envelope ID: B22E81DA-D71A-4856-B97B-517C1ACBAAE8 assigned or delegated (including hiring and retaining use of any other person or entity for any purpose, except for those certain subconsultants specifically included in the attached "Scope of Services") by CONSULTANT without the express written consent of CITY, nor may any interest in this Agreement be transferred (whether by assignment or novation) by CONSULTANT without the express written consent of CITY, and without such consent all services hereunder are to be performed by CONSULTANT, its officers, agents and employees. However, claims for money due or to become due to CONSULTANT from CITY under this Agreement may be assigned to a bank, trust company, or other financial institution without such approval. Notice of such assignment or transfer shall be furnished promptly to CITY. Any assignment requiring approval may not be further assigned without CITY approval.
16. SURVIVAL
CONSULTANT's representations, insurance and indemnity obligations, and performance obligations post-termination shall survive termination of this Agreement.
17. COMPLIANCE WITH APPLICABLE LAWS
CONSULTANT agrees to comply with all federal, state and local laws, rules, regulations and ordinances that are now or may in the future become applicable to CONSULTANT, CONSULTANT's business, equipment and personnel engaged in activities covered by this Agreement or arising out of the performance of such activities.
18. PERMITS/LICENSES
CONSULTANT and all of CONSULTANT's employees or agents shall secure and maintain in force such permits and licenses as are required by law in connection with the furnishing of services pursuant to this Agreement.
19. NONDISCRIMINATION IN EMPLOYMENT
CONSULTANT agrees that it will not engage in unlawful discrimination in employment and shall comply with all applicable laws and regulations of CITY and/or all other relevant government agencies, including, but not limited to, the California Department of Fair Employment and Housing and the Federal Equal Employment Opportunity Commission. Also, CONSULTANT certifies and
20. NON-WAIVER
The failure of CITY or CONSULTANT to seek redress for violation of, or to insist upon, the 9 DocuSign Envelope ID: B22E81DA-D71A-4856-B97B-517C1ACBAAE8 strict performance of any term or condition of this Agreement shall not be deemed a waiver by that party of such term or condition, or prevent a subsequent similar act from again constituting a violation of such term or condition. Payment to CONSULTANT of compensation under this Agreement shall not be deemed to waive CITY's rights or CONSULTANT's rights contained in this Agreement.
21. SEVERABILITY
If any term, condition or provision of this Agreement is held by a court of competent jurisdiction to be unenforceable, invalid, or void, the remaining provisions will nevertheless continue in full force and effect and shall not be affected, impaired or invalidated in any way.
22. DISPUTES
In the event that any action is brought by either party to construe this Agreement or enforce any of its terms, the prevailing party shall be entitled to recover its reasonable attorneys' fees and costs incurred, whether or not the matter proceeds to judgment.
23. REMEDIES
The rights and remedies of the CITY provided in this Agreement are not intended to be exclusive, and are in addition to any other rights and remedies permitted by law.
24. ENTIRE AGREEMENT/AMENDMENT
This Agreement and any exhibits attached hereto constitute the entire agreement between the parties and supersede any prior or contemporaneous understanding or agreement with respect to the services contemplated, and may be amended only by a written amendment executed by both parties to the Agreement.
25. GOVERNING LAWVENUE
The terms and conditions of this Agreement shall be governed by the laws of the State of California. Any action or proceeding brought by any party against any other party arising out of or related to this Agreement shall be brought exclusively in Riverside County.
26. BINDING AGREEMENT
This Agreement is intended to be binding on the parties and their respective successors and assigns.
27. NUMBER
The plural shall include the singular, and the singular shall include the plural and neuter wherever the context so indicates or requires.
28. WARRANTY OF AUTHORITY
Each of the parties signing this Agreement warrants to the other that it has the full authority of the entity on behalf of which its signature is made. 10 DocuSign Envelope ID: B22E81DA-D71A-4856-B97B-517C1ACBAAE8
29. COUNTERPARTS
This Agreement may be executed in counterparts, all of which taken together will be considered one original document.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed the day and year first above written.
CITY OF MURRIETA AEP - CALIFORNIA, LLC
Gene Wunderlich
Gene Wunderlich, Mayor Adam Serr
Adam Serr, Director of Sales
Attest:
Director of sales
Name/title of signatory [if necessary]
stephanie 2l. Smith
Stephanie D. Smith, MMC, City Clerk Adam Serr
Signature
Approved as to Form:
Leslis Deraney
Leslie E. Devaney, City Attorney
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EXHIBIT A
Scope of Services
PROJECT GOALS
This Agreement will encompass the installation and/or removal of emergency equipment (lighting, radio, etc.), and vehicle electrical maintenance and service on its police fleet of vehicles in accordance with all manufacturers' requirements. This agreement will also include maintenance, repair and service not covered by manufacturer warranty.
Currently, there are approximately 147 vehicles owned and operated by the City of Murrieta Police Department that are offered as the base for this contract. This fleet will fluctuate in size throughout the term of this Agreement. CONSULTANT must be capable of completing service and repairs on all types of vehicles. CONSULTANT may utilize subcontractors, but will assume responsibility for subcontractors' work.
SCOPE OF WORK
Coordination of Activities
CONSULTANT must coordinate all activities under this Agreement with CITY Police Department staff.
Prior to repair or replacement of any equipment or parts, the CONSULTANT shall provide a written estimate stating what work is to be done, parts that will be required, time required and the cost for doing the work. A representative from the CITY must approve the work and related costs prior to the commencement of work.
Location of Work
When work is performed at the CONSULTANT'S site, the vehicles shall be stored in a secure area at the CONSULTANT'S site with precautions taken to protect the vehicles from vandalism, theft, or damage.
Delivery Process
For work that must be done at the CONSULTANT'S site, CITY will schedule and deliver vehicles for services when possible; however, if a staff member cannot take the vehicle to the CONSULTANT'S site, or a vehicle cannot be driven because of needed repair, the CONSULTANT may be required to pick up the vehicle. If the vehicle is inoperable, a tow truck or other conveyance vehicle will be utilized at the CITY's expense.
Acceptance of Completed Work
The CITY will determine if the service work that is done is acceptable. If the work does not meet their requirements, CONSULTANT must take whatever remedial action is necessary to meet the requirements. All remedial work shall be done at CONSULTANTS expense.
Promised Delivery Date
CONSULTANT must provide CITY with a promised delivery date for each vehicle or group of vehicles Warranties
Products and services furnished to CITY under this Agreement shall be covered by the most favorable commercial warranties the supplier or manufacturer gives to any customer for the same or 12 DocuSign Envelope ID: B22E81DA-D71A-4856-B97B-517C1ACBAAE8 substantially similar products, and the rights and remedies so provided are in addition to, and do not limit, any rights afforded to CITY by any other article in the Agreement and any subsequent agreement. Such warranties shall be effective upon acceptance of the products and services by the CITY Fleet Representative(s).
Specifically,
• All parts, equipment, and other materials and workmanship furnished by the CONSULTANT shall include the manufacturer's warranty for replacement. • CONSULTANT agrees to guarantee all work performed.
• CONSULTANT further agrees to replace all components which fail or do not perform according to the manufacturer's specifications during the warranty period.
CONSULTANT agrees to redo all work which fails or causes a failure or does not perform according to the CITY's specifications during the warranty period, at no cost to the CITY.
Costs
CONSULTANT will provide on-call vehicle repair/maintenance and equipment upfitting service. Pricing is in accordance with pricing provided in the CONSULTANT'S response to the CITY's "Request for Proposal", and attached to this Agreement as Exhibit "B". In-shop labor rate is $70.00 (US) and on- site labor rate is $105.00 (US) per hour.
Service Technicians
It is the expectation of the CITY that the technicians servicing our fleet of vehicles are all ASE certified and anyone who works on police vehicles carries all proper certification. CONSULTANT is to maintain a highly qualified staff of Emergency Vehicle Technicians (EVT), certified with the EVT Certification Commission, with a minimum of L-1 certification; and Qualified Vehicle Modifiers (QVM) for Ford Motor Company and Dodge Vehicle Company certified mechanics. CONSULTANT will conduct via independent firm, certified drug testing of staff and reasonable background checks on employees to exclude obvious security breaches and conflicts of interest.
Environmental Sustainability
CONSULTANT is responsible for proper disposal of all used fluids, filters, batteries and tires and any components removed from CITY vehicles. The CITY requires all parts removed to affect a repair must be returned to the CITY upon delivery or pickup of the vehicle. At that time, an authorized CITY employee will elect to retain the old part or return the part for proper disposal. 13 DocuSign Envelope ID: B22E81DA-D71A-4856-B97B-517C1ACBAAE8
EXHIBIT B
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