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HomeMy WebLinkAboutReso 31-22 Approving Agreements for On-Call Vehicle Maintenance and Repair Services Reso. No. 31-22, Item 4.2, Adopted 4/19/2022 Page 1 of 1 RESOLUTION NO. 31 – 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: Councilmembers Hu, Josey, Kumagai, McCorriston and Mayor Hernandez NOES: ABSENT: ABSTAIN: ______________________________ Mayor ATTEST: _________________________________ City Clerk Exhibit A to the Resolution 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 Page 1 of 14 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. Services Agreement between April 19 , 2022 Page 2 of 14 City of Dublin and Walnut Creek Chrysler Jeep Dodge Ram 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 City of Dublin and Walnut Creek Chrysler Jeep Dodge Ram April 19 , 2022 Page 3 of 14 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 Serv ices Agreement between April 19 , 2022 Page 4 of 14 City of Dublin and Walnut Creek Chrysler Jeep Dodge Ram 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 ; Services Agreement between City of Dublin and Walnut Creek Chrysler Jeep Dodge Ram April 19 , 2022 Page 5 of 14 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 Services Agreement between April 19 , 2022 Page 6 of 14 City of Dublin and Walnut Creek Chrysler Jeep Dodge Ram 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 Services Agreement between April 19 , 2022 Page 7 of 14 City of Dublin and Walnut Creek Chrysler Jeep Dodge Ram 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 Services Agreement between April 19 , 2022 Page 8 of 14 City of Dublin and Walnut Creek Chrysler Jeep Dodge Ram 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 . Services Agreement between City of Dublin and Walnut Creek Chrysler Jeep Dodge Ram April 19 , 2022 Page 9 of 14 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 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 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 SIGNATURES ON FOLLOWING PAGE Services Agreement between City of Dublin and Walnut Creek Chrysler Jeep Dodge Ram April 19 , 2022 Page 13 of 14 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 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 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