HomeMy WebLinkAbout4.2 Agreement for On-Call Vehicle Maintenance and Repair ServicesSTAFF REPORT
CITY COUNCIL
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Agenda Item 4.2
DATE:April 19, 2022
TO:Honorable Mayor and City Councilmembers
FROM:Linda Smith, City Manager
SUBJECT:Agreement for On-Call Vehicle Maintenance and Repair ServicesPreparedby:Laura Jammal,Administrative Aide
EXECUTIVE SUMMARY:The City Council will consider approving two agreements for on-call maintenance and repair services for Dublin Police Services vehicles.
STAFF RECOMMENDATION:Adopt the Resolution Approving Agreements with Stoneridge Chrysler Jeep Dodge and Walnut Creek Chrysler Jeep Dodge Ram for On-Call Vehicle Maintenance and Repair Services.
FINANCIAL IMPACT:The cost of these services will be charged to Dublin Police Services in accordance with the adopted operating budget.
DESCRIPTION:Dublin Police Services utilizes vendors for maintenance and repair services of emergency vehicles on an as-needed basis. Based on current needs related to the ongoing maintenance and repair of Police vehicles, Staff recommends service contracts with Stoneridge Chrysler Jeep Dodge and Walnut Creek Chrysler Jeep Dodge Ram for a not-to-exceed amount of $90,000 each over a roughly two-year term(through June 30, 2024). The maximum compensation amount is based on historical costs, current labor costs,and vehicle conditions.A bid was also solicited from San Leandro Chrysler Jeep Dodge Ram but was incomplete as submitted.
STRATEGIC PLAN INITIATIVE:None.
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NOTICING REQUIREMENTS/PUBLIC OUTREACH:The City Council Agenda was posted.
ATTACHMENTS:1) Resolution Approving Agreements with Stoneridge Chrysler Jeep Dodge and Walnut Creek Chrysler Jeep Dodge Ram for On-Call Vehicle Maintenance and Repair Services 2) Exhibit A to the Resolution – Contractor Services Agreements with Stoneridge Chrysler Jeep Dodge and Walnut Creek Chrysler Jeep Dodge Ram
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Attachment 1
Reso. No. XX-22, Item X.X, Adopted 4/19/22 Page 1 of 1
RESOLUTION NO. XX – 22
A RESOLUTION OF THE CITY COUNCIL
OF THE CITY OF DUBLIN
APPROVING AGREEMENTS WITH STONERIDGE CHRYSLER JEEP DODGE AND WALNUT
CREEK CHRYSLER JEEP DODGE RAM FOR ON-CALL VEHICLE MAINTENANCE AND REPAIR
SERVICES
WHEREAS,to ensure the safety and reliability of Dublin Police Services’ vehicle fleet, the City
solicited bids from three vendors that provide maintenance and repair of emergency vehicles; and
WHEREAS, based on the bids, the City desires to enter into agreements with Stoneridge
Chrysler Jeep Dodge and Walnut Creek Chrysler Jeep Dodge Ram for on-call vehicle maintenance
and repair services for a not-to-exceed amount of $90,000 each over a roughly two-year term
beginning April 19, 2022 through June 30, 2024; and
WHEREAS,the third vendor did not submit a complete bid for the maintenance and repair
services; and
WHEREAS,the nature of the contracts and purchase with Stoneridge Chrysler Jeep Dodge
and Walnut Creek Chrysler Jeep Dodge Ram have been presented, and the costs have been
established.
NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Dublin does hereby
approve the agreements with Stoneridge Chrysler Jeep Dodge and Walnut Creek Chrysler Jeep
Dodge Ram, attached hereto as Exhibit A.
BE IT FURTHER RESOLVED that the City Manager is authorized to execute these
agreements and make any necessary, non-substantive changes to carry out the intent of this
Resolution.
PASSED, APPROVED AND ADOPTED this 19th day of April 2022, by the following vote:
AYES:
NOES:
ABSENT:
ABSTAIN:
______________________________
Mayor
ATTEST:
_________________________________
City Clerk
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Attachment 2
Exhibit A to the Resolution
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CONTRACTOR SERVICES AGREEMENT BETWEEN
THE CITY OF DUBLIN AND
WALNUT CREEK CHRYSLER JEEP DODGE RAM
FOR
ON-CALL VEHICLE MAINTENANCE AND REPAIR SERVICES
THIS AGREEMENT for veh icle maintenance and repair services is made by and between the City
of Dublin ("City ") and Walnut Creek Chrysler Jeep Dodge Ram ("Contractor") (together sometimes referred
to as the "Part ies ") as of April 19 , 2022 (the "Effective Date ").
Section 1. SERVICES. Subject to the terms and conditions set forth in this Agreement , Contractor
shall provide to City the services described in the Scope of Work attached as Exhibit A at the time and
place and in the manner specified therein . In the event of a conflict in or inconsistency between the terms
of this Agreement and Exhibit A, the Agreement shall preva il.
1.1 Term of Services. The term of this Agreement shall beg in on the Effective Date and shall
end on June 30 , 2024 , the date of comp let ion specified in Exhibit A, and Contractor shall
complete the work described in Exhibit A on or before that date , unless the term of the
Agreement is otherwise terminated or extended , as provided for in Section 8. The time
provided to Contractor to complete the services required by this Agreeme nt shall not affect
the City 's right to terminate the Agreement , as referenced in Section 8. Notwithstand ing
the foregoing this Agreement may be extended on a month to month basis for up to 6
months upon the written consent of the Contractor and the City Manager , provided tha t: a)
sufficient funds have been appropriated for such purchase , b) the price charged by the
Contractor for the provision of the serves described in Exhibit A does not increase . None of
the foregoing shall affect the City 's right to terminate the Agreement as provided for in
Section 8.
1.2 Standard of Performance. Contractor shall perform all services required pursuant to this
Agreement in the manner and according to the standards observed by a competent
practitioner of the profession in which Contractor is engaged .
1.3 Assignment of Personnel. Contractor shall assign only competent personnel to perform
services pursuant to this Agreement. In the event that City , in its sole discretion , at any
time during the term of this Agreement , desires the reassignment of any such persons ,
Contractor shall , immediately upon receiving notice from City of such desire of City ,
reassign such person or persons .
1.4 Time . Contractor shall devote such time to the performance of services pursuant to th is
Agreement as may be reasonably necessary to meet the standard of performance
provided in Subsection 1.2 above and to satisfy Contractor 's obligations hereunder .
1.5 [Intentionally deleted].
1.6 [Intentionally deleted].
Services Agreement between
City of Dublin and Walnut Creek Chrysler Jeep Dodge Ram
April 19 , 2022
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Section 2. COMPENSATION. City hereby agrees to pay Contractor a sum not to exceed $90 ,000 ,
notwithstanding any contrary indications that may be contained in Contractor's proposal , for services to be
performed and reimbursable costs incurred under this Agreement. In the event of a confl ict between th is
Agreement and Contractor 's proposal, attached as Exhibit A, regarding the amount of compensation , the
Agreement shall prevail. City shall pay Contractor for services rendered pursuant to this Agreement at the
time and in the manner set forth herein . The payments specified below shall be the only payments from
City to Contractor for services rendered pursuant to this Agreement. Contractor shall subm it all invoices to
City in the manner specified herein . Except as specifically authorized by City in writing , Contractor shall not
bill City for duplicate services performed by more than one person.
Contractor and City acknowledge and agree that compensation paid by City to Contractor under this
Agreement is based upon Contractor's estimated costs of providing the services required hereunder ,
including salaries and benefits of employees and subcontractors of Contractor . Consequently , the Parties
further agree that compensation hereunder is intended to include the costs of contributions to any pens ions
and/or annuities to which Contracto r and its employees , agents , and subcontractors may be eligible . City
therefore has no responsibility for such contributions beyond compensation requ ired under th is Agreement.
2.1
2.2
Invoices . Contractor shall submit invoices , not more often than once a month during the
term of this Agreement, based on the cost for services performed and reimbursable costs
incurred prior to the invoice date . No indiv idual perform ing work under th is Agreemen t shall
bill more than 2,000 hours in a fiscal year unless approved , in wr iting , by the City Manager
or his/her designee. Invo ices shall contain the following informat ion :
■ The beginning and ending dates of the bill ing period ;
■ The total number of hours of work performed under the Agreement by Contractor and
each employee , agent , and subcontractor of Contractor performing serv ices
hereunder ;
■ The Contractor's signature ;
■ Contractor shall give separate notice to the City when the total number of hours
worked by Contractor and any individual employee , agent , or subcontractor of
Contractor reaches or exceeds 800 hours within a 12-month period under this
Agreement and any other agreement between Contractor and City . Such notice shall
include an estimate of the time necessary to complete work described in Exhibit A and
the estimate of time necessary to complete work under any other agreement between
Contractor and City, if applicable .
Monthly Payment. City shall make monthly payments , based on invoices received , for
services satisfactorily performed , and for authorized reimbursable costs incurred. City
shall have 30 days from the receipt of an invo ice that complies with all of the requirements
above to pay Contractor.
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2.3 Final Payment. City shall pay the last 10% of the total sum due pursuant to this
Agreement within 60 days after completion of the services and submittal to City of a final
invoice , if all services required have been satisfactorily performed .
2.4 Total Payment. City shall pay for the services to be rendered by Contractor pursuant to
this Agreement. City shall not pay any additional sum for any expense or cost whatsoever
incurred by Contractor in render ing services pursuant to this Agreement. City shall make
no payment for any extra , further , or add itional service pursuan t to th is Agreement.
In no event shall Contractor submit any invo ice for an amount in excess of the maximum
amount of compensation provided above either for a task or for the entire Agreement ,
unless the Agreement is modified prior to the submission of such an invoice by a properly
executed change order or amendment.
2.5 Hourly Fees. Fees for work performed by Contractor on an hourly basis shall not exceed
the amounts shown on the compensation schedule attached hereto as Exhibit B.
2.6 [Intentionally deleted].
2.7 Payment of Taxes. Contractor is solely responsible for the payment of employment taxes
incurred under this Agreement and any similar federal or state taxes .
2.8 Payment upon Termination. In the event that the City or Contractor terminates this
Agreement pursuant to Section 8, the City shall compensate the Contracto r for all
outstanding costs and reimbursable expenses incurred for work satisfactoril y completed as
of the date of written notice of termination . Contractor shall maintain adequate logs and
timesheets to verify costs incurred to that date .
2.9 Authorization to Perform Services. The Contractor is not authorized to perform any
services or incur any costs whatsoever under the terms of this Agreement until receipt of
authorization from the Contract Administrator .
Section 3. FACILITIES AND EQUIPMENT. Except as set forth herein , Contractor shall , at its sole
cost and expense , provide all facil ities and equ ipment that may be necessary to perform the services
requ ired by th is Agreement. City shall make available to Contractor only the facil ities and equ ipment li sted
in this section , and only under the terms and conditions set forth herein . Contractor shall make a written
request to City to use facilities or equ ipment not otherwise li sted herein.
City shall furnish physical facilities such as desks , filing cabinets , and conference space , as may be
reasonably necessary for Contractor 's use while consulting with City employees and reviewing records and
the information in possession of the City . The location , quantity , and time of furnishing those facilities shall
be in the sole discretion of the City . In no event shall City be obligated to furnish any facility that may
involve incurring any direct expense , including but not limited to computer , long-distance telephone or other
communication charges , vehicles , and reproduction facilit ies .
Services Agreement between
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April 19 , 2022
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Section 4. INSURANCE REQUIREMENTS. Before fully execut ing this Agreement , Contractor , at its
own cost and expense , unless otherwise spec ified below , shall procure the types and amounts of insurance
listed below against claims for injuries to persons or damages to property that may ar ise from or in
connection with the performance of the work hereunder by the Contractor and its agents , representat ives ,
employees , and subcontractors. Consistent wit h the follow ing provisions , Contractor shall provide proof
sa ti sfactory to City of such insurance that meets the requ irements of this sect ion and under forms of
insurance satisfactory in all respects , and that such insurance is in effect prior to beginning work .
Contractor shall maintain the insurance policies required by this section throughout the term of this
Agreement. The cost of such insurance shall be included in the Contractor's bid . Contractor shall not all ow
any subcontractor to commence work on any subcontract until Contractor has obtained all insurance
requ ired herein for the subcontractor(s) and provided evidence to City that such insurance is in effect.
VERIFICATION OF THE REQUIRED INSURANCE SHALL BE SUBMITTED AND MADE PART OF TH IS
AGREEMENT PRIOR TO EXECUTION. Contractor shall maintain all required insurance listed herein for
the duration of this Agreement.
4.1
4.2
Workers' Compensation.
4.1.1 General Requirements. Contractor shall , at its sole cost and expense , maintain
Statutory Workers ' Compensation Insurance and Employer 's Liabi li ty Insurance for
any and all persons employed directly or indirectly by Contractor . The Statutory
Workers ' Compensation Insurance and Employer's Liab ility Insurance shall be
provided with limits of not less than $1 ,000 ,000 per accident. In the alternat ive ,
Contractor may rely on a self-insurance program to meet these requ irements , but
only if the program of self-insurance complies fully with the prov isions of the
California Labor Code . Determination of whether a self-insurance program meets
the standards of the Cal ifornia Labor Code shall be solely in the discretion of the
Contract Administrator .
The Workers ' Compensation pol icy shall be endorsed with a waiver of subroga tion
in favor of the City for all work performed by the Contractor , its emp loyees , agents ,
and subcontractors .
4.1.2 Submittal Requirements. To comply with Subsection 4.1, Contractor shall
submit the following :
a. Cert ificate of Workers ' Co mpensation Insurance in the amounts spec ified
in the section ; and
b. Waiver of Subrogation Endorsement as requ ired by the sect ion.
Commercial General and Automobile Liability Insurance.
4.2.1 General Requirements. Contractor, at its own cost and expense , shall maintai n
commercial general liab ility insurance for the term of this Agreement in an amou nt
not less than $1 ,000 ,000 and automobile liabil ity insurance for the term of this
Agreement in an amount not less than $1 ,000 ,000 per occurrence , combined
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single limit coverage for risks associated with the work contemplated by this
Agreement. If a Commercial General Liability Insurance or an Automobile Liability
form or other form with a general aggregate limit is used , either the general
aggregate limit shall apply separately to the work to be performed under this
Agreement or the general aggregate limit shall be at least twice the required
occurrence limit. Such coverage shall include but shall not be limited to, protection
against claims arising from bodily and personal injury , including death resulting
therefrom , and damage to property resulting from activities contemplated under
this Agreement, including without limitation, blanket contractual liability and the
use of owned and non-owned automobiles .
4.2.2 Minimum Scope of Coverage. Commercial general coverage shall be at least as
broad as Insurance Services Office Commercial General Liability occurrence form
CG 0001 (most recent edition) covering comprehensive General Liability on an
"occurrence " basis. Automobile coverage shall be at least as broad as Insurance
Services Office Automobile Liability form CA 0001 , Code 1 (any auto). No
endorsement shall be attached limiting the coverage .
4.2.3 Additional Requirements. Each of the following shall be included in the
insurance coverage or added as a certified endorsement to the policy :
a. The Insurance shall cover on an occurrence or an accident basis, and not
on a claims-made basis.
b. City , its officers , officials , employees , and volunteers are to be covered as
additional insureds as respects : liability arising out of work or operations
performed by or on behalf of the Contractor; or automobiles owned ,
leased, hired , or borrowed by the Contractor.
c. Contractor hereby agrees to waive subrogation which any insurer or
contractor may require from vendor by virtue of the payment of any loss.
Contractor agrees to obtain any endorsements that may be necessary to
affect this waiver of subrogation .
d. For any claims related to this Agreement or the work hereunder, the
Contractor 's insurance coverage shall be primary insurance as respects
the City , its officers , officials , employees , and volunteers . Any insurance
or self-insurance maintained by the City , its officers , officials , employees ,
or volunteers shall be excess of the Contractor 's insurance and shall not
contribute with it.
4.2.4 Submittal Requirements. To comply with Subsection 4.2, Contractor shall
submit the following :
a. Certificate of Liability Insurance in the amounts specified in the section ;
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April 19 , 2022
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4.3
4.4
b. Additional Insured Endorsement as required by the section ;
c. Waiver of Subrogation Endorsement as required by the section; and
d. Primary Insurance Endorsement as required by the section .
All Policies Requirements.
4.3.1 Acceptability of Insurers. All insuranc e required by this section is to be placed
with insurers with a Bests' rating of no less than A:VII.
4.3.2 Verification of Coverage. Prior to beginning any work under this Agreement ,
Contractor shall furnish City with complete copies of all Certificates of Liability
Insurance delivered to Contractor by the insurer, including complete copies of all
endorsements attached to the pol ici es. All copies of Certificates of Liability
Insurance and certified endorsements shall show the signature of a person
authorized by that insurer to bind coverage on its behalf . If the City does not
receive the required insur ance documents prior to the Contractor beginning work ,
it shall not waive the Contractor 's obligation to provide them . The City reserves
the right to require complete copies of all required insurance policies at any time.
4.3.3 Deductibles and Self-Insured Retentions. Contractor shall disclose to and
obtain the written approval of City for the self-insured retentions and deductibles
before beginn in g any of the serv ice s or work called for by any term of this
Agreement. At the option of the City , either : the insurer shall reduce or eliminate
such deductibles or se lf-in sured retentions as respects the City , its officers ,
employees, and volunteers ; or the Contractor shall provide a financial guarantee
satisfactory to the City guaranteeing payment of losses and related in vestigations ,
claim admi ni stration and defense expenses.
4.3.4 Wasting Policies. No policy required by this Section 4 shall include a "wasting "
policy limit (i.e. limit that is eroded by the cost of defense).
4.3.5 Endorsement Requirements. Each insurance policy required by Section 4 shall
be endorsed to state that coverage shall not be canceled by either party, except
after 30 days ' prior written notice has been provided to the City .
4.3.6 Subcontractors. Contractor shall inclu de all subcontractors as insureds under its
policies or shall furnish separate certificates and certified endorsements for each
subcontractor . All coverages for subcontractors shall be subject to all of the
requirements stated herein .
Remedies. In addition to any other remedies City may have if Contractor fails to provide
or maintain any insurance polic ies or policy endorsements to the extent and within the time
herein required , City may , at its sole option exercise any of the following remedies , which
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are alternatives to other remedies City may have and are not the exclusive remedy for
Contractor 's breach :
■ Obtain such insurance and deduct and retain the amount of the premiums for such
insurance from any sums due under the Agreement ;
■ Order Contractor to stop work under this Agreement or withhold any payment that
becomes due to Contractor hereunder , or both stop work and withhold any payment ,
until Contractor demonstrates compliance with the requirements hereof; and/or
■ Terminate this Agreement.
Section 5. INDEMNIFICATION AND CONTRACTOR'S RESPONSIBILITIES. Contractor shall
indemnify , defend with counsel acceptable to City , and hold harmless City and its officers , officials ,
employees, agents and volunteers from and against any and all liability , loss, damage , claims , expenses ,
and costs (including without limitation , attorney 's fees and costs and fees of litigation) (collectively,
"Liability ") of every nature arising out of or in connection with Contractor's performance of the Services or
its failure to comply with any of its obligations contained in this Agreement , except such Liab ility caused by
the sole negligence or willful misconduct of City .
The Contractor's obligation to defend and indemnify shall not be excused because of the Contractor's
inability to evaluate Liability or because the Contractor evaluates Liability and determines that the
Contractor is not liable to the claimant. The Contractor must respond within 30 days , to the tender of any
claim for defense and indemnity by the City, unless this time has been extended by the City . If the
Contractor fails to accept or reject a tender of defense and indemnity within 30 days, in addition to any
other remedy authorized by law , so much of the money due the Contractor under and by virtue of this
Agreement as shall reasonably be considered necessary by the City , may be retained by the City until
disposition has been made of the claim or suit for damages , or until the Contractor accepts or rejects the
tender of defense , whichever occurs first.
Notwithstanding the forgoing, to the extent this Agreement is a "construction contract " as defined by
California Civil Code Section 2782 , as may be amended from time to time , such duties of Contractor to
indemn ify shall not apply when to do so would be prohibited by California Civil Code Section 2782.
In the event that Contractor or any employee , agent , or subcontractor of Contractor providing services
under this Agreement 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 City , Contractor shall
indemnify , defend , and hold harmless City for the payment of any employee and/or employer contributions
for PERS 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 .
Section 6.
6.1
STATUS OF CONTRACTOR.
Independent Contractor. At all times during the term of this Agreement , Contractor shall
be an independent contractor and shall not be an employee of City . This Agreement shall
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6.2
Section 7.
7.1
7.2
7.3
7.4
7.5
not be construed as an agreement for emp loyment. City sha ll have the right to contro l
Contractor only insofar as the results of Contractor's services rendered pursuant to th is
Agreement and ass ignment of personnel pu rsuant to Subsect ion 1.3; however , otherw ise
City shall not have the right to control the means by which Contractor accomplishes
services rendered pursuant to this Agreement. Contractor further acknowledges that
Contractor performs Services outside the usual course of the City 's bus iness ; and is
customarily engaged in an independently established trade , occupation , or business of the
same nature as the Contractor performs for the City , and has the option to perform suc h
work for other entities . Notwithstanding any other City , state , or federal pol icy , rule ,
regulation , law , or ordinance to the contrary , Contractor and any of its emp loyees , age nts,
and subcontractors providing services under this Agreement shall not qualify for or
become entitled to , and hereby agree to waive any and all claims to , any compensation ,
benefit , or any incident of employment by City , includ ing but not limited to eligibility to
enroll in the California Public Employees Retirement System (PERS) as an employee of
City and entitlement to any contribution to be paid by City for employer contr ibutions and /or
employee contributions for PERS benefits .
Contractor Not an Agent. Except as City may specify in writing , Contractor shall have no
authority , express or implied , to act on behal f of City in any capacity whatsoever as an
agent. Contractor shall have no authority , express or implied , pursuant to th is Agreement
to bind City to any ob ligation whatsoever .
LEGAL REQUIREMENTS.
Governing Law. The laws of the State of Cal ifornia shall govern this Agreement.
Compliance with Applicable Laws. Contractor and any subcontractors shall comply with
all laws applicable to the performance of the work hereunder.
Other Governmental Regulations. To the extent that this Agreement may be funded by
fiscal assistance from another governmental entity, Contractor and any subcontractors
shall comply with all applicable rules and regulations to which City is bound by the terms of
such fiscal assistance program .
Licenses and Permits. Contractor represents and warrants to City that Cont ractor and its
employees , agents , and any subcontractors have all licenses , pe rmits , qual ifications , and
approvals of whatsoever nature that are lega ll y required to pract ice the ir respective
professions. Contractor represents and warrants to City that Contractor and its
employees , agents , any subcontractors shall , at their sole cost and expense , keep in effect
at all times during the term of this Agreement any licenses , permits , and approvals that are
legally required to practice their respective professions . In addition to the foregoing ,
Contractor and any subcontractors shall obtain and maintain during the term of this
Agreement valid Business Licenses from City .
Nondiscrimination and Equal Opportunity. Contractor shall not discriminate , on the
basis of a person 's race , sex , gender , rel igion (including religious dress and grooming
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Section 8.
8.1
practices), national origin , ancestry , phys ical or mental disabil ity , medical condition
(including cancer and genetic characteristics), marital status , age , sexual or ientation , color ,
creed , pregnancy , genetic information , gender identity or expression , polit ical affil iation or
belief, military/veteran status , or any other classification protected by applicable local ,
state , or federal laws (each a "Protected Characteristic "), against any employee , applicant
for employment , subcontractor , bidder for a subcontract , or participant in, recipient of, or
applicant for any services or programs provided by Contractor under this Agreement.
Contractor shall include the provisions of this Subsection in any subcontract approved by
the Contract Admin istrator or th is Agreement.
TERMINATION AND MODIFICATION.
Termination. City may cancel this Agreement at any time and without cause upon wr itten
notification to Contractor.
Contractor may cancel this Agreement upon 30 days ' written notice to City and shall
include in such notice the reasons for cancellation .
In the event of termination , Contractor shall be entitled to compensation for services
performed to the effective date of termination ; City , however , may condition payment of
such compensation upon Contractor delivering to City any or all documents , photographs ,
computer software , video and audio tapes , and other materials provided to Contractor or
prepared by or for Contractor or the City in connection with this Agreement.
8.2 Extension. City may , in its sole and exclusive discretion , extend the end date of this
Agreement beyond that provided for in Subsection 1.1. Any such extension shall require a
written amendment to this Agreement , as provided for herein. Contractor understands and
agrees that , if City grants such an extension , City shall have no obligation to provide
Contractor with compensation beyond the max imum amount provided for in this
Agreement. Similarly , unless authorized by the Contract Administrator, City shall have no
obligation to reimburse Contractor for any otherwise reimbursable expenses incurred
during the extension period .
8.3 Amendments. The Parties may amend this Agreement only by a writing signed by all the
Parties .
8.4 Assignment and Subcontracting. City and Contractor recognize and agree that this
Agreement contemp lates personal performance by Contractor and is based upon a
determination of Contractor's unique personal competence , experience , and specialized
personal knowledge . Moreover , a substant ial inducement to City for enter ing into th is
Agreement was and is the professional reputation and competence of Contractor.
Contractor may not assign this Agreement or any interest therein without the prior wr itten
approval of the Contract Administrator . Contractor shall not subcontract any portion of the
performance contemplated and provided for herein , other than to the subcontractors noted
in the proposal , without prior written approval of the Contract Admin istrator .
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8.5 Survival. All obligations arising prior to the termination of this Agreement and all
provisions of this Agreement allocating liab ility between City and Contractor shall surv ive
the termination of this Agreement.
8.6 Options upon Breach by Contractor. If Contractor materially breaches any of the terms
of this Agreement , City 's remedies shall include , but not be lim ited to , the following :
Section 9.
9.1
9.2
9.3
8.6.1 Immediately terminate the Agreement ;
8.6 .2 Retain the plans, specifications , drawings , reports , design documents , and any
other work product prepared by Contractor pursuant to this Agreement;
8.6.3 Retain a different contractor to complete the work described in Exh ibit A not
finished by Contractor ; or
8.6.4 Charge Contractor the difference between the cost to complete the work described
in Exhibit A that is unfin ished at the time of breach and the amount that City would
have paid Contractor pursuant to Sect ion 2 if Contractor had completed the work .
KEEPING AND STATUS OF RECORDS.
Records Created as Part of Contractor's Performance. All reports , data , maps ,
models , charts , stud ies, surveys , photographs , memoranda , plans , studies , specifications ,
records , files , or any other documents or materials , in electronic or any other form , that
Contractor prepares or obtains pursuant to this Agreement and that relate to the matters
covered hereunder shall be the property of the City . Contractor hereby agrees to delive r
those documents to the City upon termination of the Agreement. It is understood and
agreed that the documents and other materials , including but not limited to those descr ibed
above , prepared pursuant to this Agreement are prepared specifically for the City and are
not necessarily suitable for any future or other use . City and Contractor agree that, until
final approval by City , all data , plans , specifications , reports and other documents are
confidential and will not be released to third parties without prior written consent of both
Parties .
Contractor's Books and Records. Contractor shall maintain any and all ledgers , books
of account, invoices , vouchers , canceled checks , and other records or documents
evidencing or relating to charges for services or expenditures and disbursements charged
to the City under th is Agreement for a minimum of 3 years , or for any longer period
required by law , from the date of final payment to the Contractor to this Agreement.
Inspection and Audit of Records. Any records or documents that Subsect ion 9.2 of th is
Agreement requires Contractor to maintain shall be made available for inspect ion , aud it,
and/or copying at any time during regular bus iness hours , upon oral or wr itten request of
the City . Under California Government Code Section 8546.7 , if the amount of public funds
expended under this Agreement exceeds $10 ,000.00 , the Agreement shall be subject to
Services Agreement between April 19 , 2022
Page 10 of 14 City of Dublin and Walnut Creek Chrysler Jeep Dodge Ram
49
the examination and audit of the State Auditor , at the request of City or as part of any audit
of the City , for a period of 3 years after final payment under the Agreement.
Section 10. MISCELLANEOUS PROVISIONS.
10.1 Attorneys' Fees. If a party to this Agreement brings any action , including an action for
dec laratory relief , to enforce or interpret the provision of this Agreement , the prevailing
party shall be entitled to reasonable attorneys ' fees in addition to any other relief to wh ich
that party may be entitled. The court may set such fees in the same action or in a
separate action brought for that purpose .
10.2 Venue. In the event that either party brings any action against the other under this
Agreement , the Parties agree that trial of such act ion shall be vested exclusively in the
state courts of California in the County of Alameda or in the United States District Court for
the Northern District of California .
10.3 Severability. If a court of competent jurisdiction finds or rules that any provision of this
Agreement is invalid , void , or unenforceable , the provisions of this Agreement not so
adjudged shall remain in full force and effect. The invalidity in whole or in part of any
provision of this Agreement shall not void or affect the validity of any othe r provision of this
Agreement.
10.4 No Implied Waiver of Breach. The waiver of any breach of a specific provision of th is
Agreement does not constitute a waiver of any other breach of that term or any other term
of this Agreement.
10.5 Successors and Assigns. The provisions of this Agreement shall inure to the benefi t of
and shall apply to and bind the successors and assigns of the Part ies.
10.6 Conflict of Interest. Contractor may serve other clients , but none whose activities with in
the corporate limits of City or whose business , regardless of location , would place
Contractor in a "conflict of interest ," as that term is defined in the Political Reform Act ,
codified at California Government Code Section 81000 et seq .
Contractor shall not employ any City official in the work performed pursuant to this
Agreement. No officer or employee of City shall have any financial interest in this
Agreement that would violate California Government Code Section 1090 et seq .
Contractor hereby warrants that it is not now , nor has it been in the previous 12 months , an
emp loyee , agent , appointee, or official of the City . If Contractor was an employee , agent ,
appointee , or official of the City in the previous 12 months , Contractor warrants that it did
not participate in any manner in the forming of this Agreement. Contractor understands
that , if this Agreement is made in violation of California Government Code Section 1090 et
seq ., the entire Agreement is void and Contractor will not be entitled to any compensat ion
for services performed pursuant to this Agreement , including reimbursement of expenses ,
and Contractor will be required to reimburse the City for any sums pa id to the Contractor.
Serv ices Agreement between
City of Dublin and Walnut Creek Chrysler Jeep Dodge Ram
April 19 , 2022
Page 11 of 14
50
Contractor understands that , in addition to the foregoing , it may be subjec t to crimina l
prosecution for a violation of California Government Code Sect ion 1090 et seq ., and , if
applicable , will be disqualified from holding public office in the State of Ca li fornia .
10.7 Solicitation. Contractor agrees not to sol icit business at any meeting , focus group , or
interview related to this Agreement , either orally or through any written mate rials .
10.8 Contract Administration. Th is Agreemen t shall be administered by the City Manager
("Contract Administrator"). All correspondence shall be directed to or through the Co ntract
Admin ist rator or his or her des ignee .
10.9 Notices. Any wr itten notice to Contractor shall be sen t to:
Walnut Creek Chrysler Jeep Dodge Ram
2404 N. Main Street
Walnut Creek , CA 94596
Any wr itten notice to City sha ll be sent to:
City of Dublin
Attn : Police Services
100 Civic Plaza
Dublin , CA 94568
10.10 Integration. This Agreement , including the scope of work attached hereto and
incorporated herein as Exhibits A, B represents the enti re and integrated agreement
between City and Contractor and supersedes all prior negotiations , representations , or
agreements , either written or oral.
Exhibit A
Exhibit B
Scope of Services
Compensation Schedule & Reimbursable Expenses
10.11 Counterparts and Electronic Signatures . This Agreement may be executed in mult iple
counterparts , each of which shall be an orig inal and all of which together shall constitute
one agreement. Counterparts delivered and /or signatures executed by City-approved
electronic or digital means shall have the same force and effect as the use of a manua l
signature . Both Part ies desire th is Agreement to be electronically signed in accordance
with applicable federal and Cal iforn ia law. Either Party may revoke its ag reement to use
electronic signatures at any time by giving notice to the other Party .
10.12 Certification per Iran Contracting Act of 2010. In the event that this contract is for
one million dollars ($1 ,000 ,000 .00) or more , by Contractor's signature below Contracto r
certifies that Contractor, and any parent ent ities , subs idiar ies , successors or subunits of
Contractor are not identified on a list created pursuant to subdiv ision (b) of Section 2203 of
the Cal iforn ia Public Contract Code as a person engag ing in investment activ ities in Iran as
described in subdivis ion (a) of Sect ion 2202 .5, or as a person descr ibed in subdivision (b)
of Sect ion 2202 .5 of the Californ ia Public Contract Code , as applicable .
Services Agreement between
City of Dublin and Walnut Creek Chrysler Jeep Dodge Ram
April 19 , 2022
Page 12 of 14
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SIGNATURES ON FOLLOWING PAGE
Services Agreement between
City of Dublin and Walnut Creek Chrysler Jeep Dodge Ram
April 19 , 2022
Page 13 of 14
52
The Parties have executed this Agreement as of the Effective Date. The persons whose signatures appear
below certify that they are authorized to sign on behalf of the respective Party.
CITY OF DUBLIN
Linda Smith , City Manager
Attest:
Marsha Moore , City Clerk
Approved as to Form :
City Attorney
3070365 .1
Services Agreement between
WALNUT CREEK CHRYSLER JEEP DODGE
RAM
Ern ie Campora , Parts and Serv ice Director
City of Dublin and Walnut Creek Chrysler Jeep Dodge Ram
April 19 , 2022
Page 14 of 14
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EXHIBIT A
SCOPE OF SERVICES
Provide repair , maintenance and equipment installation services for emergency police vehicles . Examples
include , but are not limited to, engine repair , transmission repair and oil changes . Most vehicles are under
warranty which necessitates the use of dealer services .
Scope of services are for a term of service beginning April 19 , 2022 and ending on June 30 , 2024.
Services Agreement between
City of Dublin and Walnut Creek Chrysler Jeep Dodge Ram
April 19, 2022
Exhibit A-Page 1 of 1
54
EXHIBIT B
COMPENSATION SCHEDULE & REIMBURSABLE EXPENSES
Walnut Creek Chrysler Jeep Dodge Ram will be charging labor at $199 .95 per hour and parts pricing will be
25% off list. The maximum to be charged is $90 ,000 over the contract term and there are no reimbursable
expenses.
Services Agreement between
City of Dublin and Walnut Creek Chrysler Jeep Dodge Ram
April 19 , 2022
Exhibit B -Page 1 of 1
55