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HomeMy WebLinkAboutORANGE, COUNTY OF (2) - 2011N-2011-106 County of Orange MA-299-12010448 Light Duty Vehicle Maintenance & Repair Services for OC Waste & Recycling City of Santa Ana 1URaNcE W, raur?E: 101 - bJORK PNY pPO CEEi: CLERK: C f ,}lJl?1? ?'_ CONTRACT BETWEEN THE COUNTY OF ORANGE AND CITY OF SANTA ANA FOR LIGHT DUTY VEHICLE MAINTENANCE & REPAIR SERVICES FOR OC WASTE & RECYCLING THIS Contract MA-299-12010448 for Light Duty Vehicle Maintenance & Repair Services for OC Waste & Recycling, (hereinafter referred to as "Contract") is made and entered into as of the date fully executed by and between the County of Orange, OC Waste & Recycling, a political subdivision of the State of California, (hereinafter referred to as "County") and the following five (5) Contractors (hereinafter referred to as "Contractors"), which are sometimes individually referred to as ("Party"), or collectively referred to as ("Parties"). CONTRACTORS: • City of Santa Ana 20 Civic Center Plaza Santa Ana, CA 92701-4058 • Elite Automotive Services 70 Auto Center Drive Foothill Ranch, CA 92610-2820 • Orange Empire Resales Inc. DBA Orange Empire Auto Center 210 W. Katella Ave. Orange, CA 92867-4703 • Santa Margarita Ford 29922 Avenida de las Banderas Rancho Santa Margarita, CA 92688-2108 • Stadium Mercedes Tech, Inc. 2120 E. Howell Ave., #416 Anaheim, CA 92806-6029 RECITALS WHEREAS, Contractors and County are entering into this aggregate Contract for Light Duty Vehicle Maintenance & Repair Services for OC Waste & Recycling under a time and materials Contract effective November 1, 2011 through October 31, 2012 in an amount not to exceed $168,200.00, shared among the five (5) Contractors; and WHEREAS, the County solicited the scope of services as set forth herein, and Contractor has represented that it is qualified to provide scope of services to the County; and WHEREAS, Contractor agrees to provide services as more specifically described in the Scope of Work, attached hereto as Attachment A and incorporated herein; and WHEREAS, County agrees to pay Contractor the fees as further set forth in Contractor Rates/Compensation, attached hereto as Attachment C and incorporated herein; Page 1 of 31 County of Orange MA-299-12010448 Light Duty Vehicle Maintenance & Repair Services for OC Waste & Recycling City of Santa Ana ARTICLES NOW, THEREFORE, the Parties mutually agree as follows: 1. Scope of Services: This Contract, including Attachments, specify the contractual terms and conditions by which the Contractor shall provide Light Duty Vehicle Maintenance & Repair Services for OC Waste & Recycling under a time and materials Contract, as set forth herein. 2. Contract Term: This Contract shall commence upon execution of all necessary signatures and shall continue for one (1) year from that date unless otherwise terminated as provided herein. This Contract may be renewed upon expiration of the initial term, two (2) consecutive one-year periods, upon mutual agreement of both Parties. The County is not obligated to give a reason or notice if it elects not to renew. Renewal amendments may require approval of the County Board of Supervisors. Contingency of Funds: Contractor acknowledges that funding or portions of funding for this Contract may be contingent upon state budget approval; receipt of funds from, and/or obligation of funds by, the state of California to County; and inclusion of sufficient funding for the services hereunder in the budget approved by County's Board of Supervisors for each fiscal year covered by this Contract. If such approval, funding or appropriations are not forthcoming, or are otherwise limited, County may immediately terminate or modify this Contract without penalty. 4. Usage: No guarantee is given by the County to the Contractor regarding usage of this Contract. Usage figures are approximate based upon the last usage. The Contractor agrees to supply services requested, as needed by the County of Orange, at rates listed in the Contract, regardless of quantity requested. 5. Precedence: The Contract documents consist of this Contract and Attachments. In the event of a conflict between or among the Contract documents, the order of precedence shall be the provisions of the main body of this Contract, i.e., those provisions set forth in the recitals and articles of this Contract, and then the Attachments. 6. Contractor's Personnel: The Contractor warrants that all persons employed to provide service under this Contract have satisfactory past work records indicating their ability to accept the kind of responsibility anticipated under this Contract. All Contractor's personnel shall be required to wear uniforms, badges and/or other means of identification which are to be issued and provided by the Contractor and must be worn at all times while working on County property. 7. Conflict of Interest: The County of Orange Board of Supervisors' policy prohibits its employees from engaging in activities involving a conflict of interest. The Contractor shall not, during the period of this Contract, employ any County employee for any purpose. The Contractor shall exercise reasonable care and diligence to prevent any actions or conditions that could result in a conflict with the best interests of the County. This obligation shall apply to the Contractor; the Contractor's employees, agents, and relatives; sub-tier Consultants; and third parties associated with accomplishing work and services hereunder. The Contractor's efforts shall include, but not be limited to establishing precautions to prevent its employees or agents from making, receiving, providing or offering gifts, entertainment, payments, loans or other considerations which could be deemed to appear to influence individuals to act contrary to the best interests of the County. 8. Conditions Affecting Work: The Contractor shall be responsible for taking all steps reasonably necessary to ascertain the nature and location of the work to be performed under Page 2 of 31 County of Orange MA-299-12010448 Light Duty Vehicle Maintenance & Repair Services for OC Waste & Recycling City of Santa Ana this Contract and to know the general conditions which can affect the work or the cost thereof. Any failure by the Contractor to do so will not relieve Contractor from responsibility for successfully performing the work without additional cost to the County. The County assumes no responsibility for any understanding or representations concerning the nature, location(s) or general conditions made by any of its officers or agents prior to the execution of this Contract, unless such understanding or representations by the County are expressly stated in the Contract. 9. Contractor's Records: The Contractor shall keep true and accurate accounts, records, books and data which shall correctly reflect the business transacted by the Contractor in accordance with generally accepted accounting principles. These records shall be stored in Orange County for a period of three years after final payment is received from the County. Storage of records in another county will require written approval from the County Purchasing Manager. 10. Audits/Inspections: Contractor agrees to permit the County, which may include the Auditor-Controller or the Auditor-Controller's authorized representative (including auditors from a private auditing firm hired by the County), access during normal working hours to all books, accounts, records, reports, files, financial- records, supporting documentation, including payroll and accounts payable/receivable records, and other papers or property of Contractor for the purpose of auditing or inspecting any aspect of performance under this Contract. The inspection and/or audit will be confined to those matters connected with the performance of the Contract including, but not limited to, the costs of administering the Contract. The County will provide reasonable notice of such an audit or inspection. The County reserves the right to audit and verify the Contractor's records before final payment is made. Contractor agrees to maintain such records for possible audit for a minimum of three years after final payment, unless a longer period of records retention is stipulated under this Contract or by law. Contractor agrees to allow interviews of any employees or others who might reasonably have information related to such records. Further, Contractor agrees to include a similar right to the County to audit records and interview staff of any subcontractor related to performance of this Contract. Should the Contractor cease to exist as a legal entity, the Contractor's records pertaining to this Contract shall be forwarded to the surviving entity in a merger or acquisition or to the County's Purchasing Manager. 11. Child Support Enforcement Requirements: Contractor is required to comply with the child support enforcement requirements of the County. Failure of the Contractor to comply with all federal, state, and local reporting requirements for child support enforcement or to comply with all lawfully served Wage and Earnings Assignment Orders and Notices of Assignment shall constitute a material breach of the Contract. Failure to cure such breach within 60 calendar days of notice from the County shall constitute grounds for termination of the Contract. 12. Publication: No copies of sketches, schedules, written documents, computer based data, photographs, maps or graphs, including graphic art work, resulting from performance or prepared in connection with this Contract, are to be released by Contractor and/or anyone acting under the supervision of Contractor to any person, partnership, company, corporation, or agency, without prior written approval by the County, except as necessary for the performance of the services of this Contract. All press releases, including graphic display Page 3 of 31 County of Orange MA-299-12010448 Light Duty Vehicle Maintenance & Repair Services for OC Waste & Recycling City of Santa Ana information to be published in newspapers, magazines, etc., are to be administered only by the County unless otherwise agreed to by both Parties. 13. News/Information Release: The Contractor agrees that it will not issue any news releases in connection with either the award of this Contract or any subsequent amendment of or effort under this Contract without first obtaining review and written approval of said news releases from the County through the County's Purchasing Manager. 14. Breach of Contract: The failure of the Contractor to comply with any of the provisions, covenants or conditions of this Contract, shall constitute a material breach of this Contract. In such event the County may, and in addition to any other remedies available at law, in equity, or otherwise specified in this Contract: a. Afford the Contractor written notice of the breach and ten calendar days or such shorter time that may be specified in this Contract within which to cure the breach; b. Discontinue payment to the Contractor for and during the period in which the Contractor is in breach and offset against any monies billed by the Contractor but yet unpaid by the County those monies disallowed pursuant to the above. c. Terminate the Contract immediately without penalty. 15. Contract Disputes: The Parties shall deal in good faith and attempt to resolve potential disputes informally. If the dispute concerning a question of fact arising under the terms of this Contract is not disposed of in a reasonable period of time by the Contractor's Project Manager and the County's Project Manager, such matter shall be brought to the attention of the County Deputy Purchasing Agent (DPA), as specified in Article 19, Notices, by way of the following process: a. The Contractor shall submit to the County DPA a written demand for a final decision regarding the disposition of any dispute between the Parties arising under, related to, or involving this Contract, unless the County, on its own initiative, has already rendered such a final decision. b. The Contractor's written demand shall be fully supported by factual information, and, if such demand involves a cost adjustment to the Contract, the Contractor shall include with the demand a written statement signed by a senior official indicating that the demand is made in good faith, that the supporting data are accurate and complete, and that the amount requested accurately reflects the Contract adjustment for which the Contractor believes the County is liable. c. Pending the final resolution of any dispute arising under, related to, or involving this Contract, the Contractor agrees to diligently proceed with the performance of this Contract, including the delivery of goods and/or provision of services. The Contractor's failure to diligently proceed shall be considered a material breach of this Contract. Any final decision of the County shall be expressly identified as such, shall be in writing, and shall be signed by the County DPA. If the County fails to render a decision within 90 days after receipt of the Contractor's demand, it shall be deemed a final decision adverse to the Contractor's contentions. The County's final decision shall be conclusive and binding regarding the dispute unless the. Contractor commences action in a court of competent jurisdiction to contest such decision within 90 days following the date of the County's final decision or one year following the accrual of the cause of action, whichever is later. Page 4 of 31 County of Orange MA-299-12010448 Light Duty Vehicle Maintenance & Repair Services for OC Waste & Recycling City of Santa Ana 16. Orderly Termination: Upon termination or other expiration of this Contract, each Party shall promptly return to the other Party all papers, materials, and other properties of the other held by each for purposes of execution of the Contract. In addition, each Party will assist the other Party in orderly termination of this Contract and the transfer of all assets, tangible and intangible, as may be necessary for the orderly, non-disruptive business continuation of each Party. 17. Ownership of Documents: The County has permanent ownership of all directly connected and derivative materials produced under this Contract by the Contractor. All documents, reports and other incidental or derivative work or materials furnished hereunder shall become, and remain, the sole property of the County and may be used by the County as it may require without additional cost to the County. None of the documents, reports and other incidental or derivative work or furnished materials shall be used by the Contractor without the express written consent of the County. 18. Title to Data: All materials, documents, data or information obtained from the County data files or any County medium furnished to the Contractor in the performance of this Contract will at all times remain the property of the County. Such data or information may not be used or copied for direct or indirect use by the Contractor after completion or termination of this Contract without the express written consent of the County. All materials, documents, data or information, including copies, must be returned to the County at the end of this Contract. 19. Notices: Any and all notices, requests demands and other communications contemplated, called for, permitted, or required to be given hereunder shall be in writing, except through the course of the County's Purchasing Manager and Contractor's Project Manager routine exchange of information and cooperation during the terms of the work and services. Any written communications shall be deemed to have been duly given upon actual in-person delivery, if delivery is by direct hand, or upon delivery on the actual day of receipt or no greater than four calendar days after being mailed by US certified or registered mail, return receipt requested, postage prepaid, whichever occurs first. The date of mailing shall count as the first day. All communications shall be addressed to the appropriate Party at the address stated herein or such other address as the Parties hereto may designate by written notice from time to time in the manner aforesaid. County: OC Waste & Recycling/Purchasing Attn: Purchasing Manager 300 N. Flower St., Suite 400 Santa Ana, CA 92703 Phone: 714.834.4000 Fax: 714.834.4136 Contractor: City of Santa Ana Attn: Rick Longobart 20 Civic Center Plaza Santa Ana, CA 92701-4058 Phone: 714.647.3348 Fax: 714.647.3599 20. Hazardous Conditions: Whenever the Contractor's operations create a condition hazardous to traffic or to. the public, the Contractor shall provide flagmen and furnish, erect and maintain control devices as are necessary to prevent accidents or damage or injury to the public at Contractor's expense and without cost to the County. The Contractor shall comply with County directives regarding potential hazards. Page 5 of 31 County of Orange MA-299-12010448 Light Duty Vehicle Maintenance & Repair Services for OC Waste & Recycling City of Santa Ana Emergency lights and traffic cones must also be readily available at all times and must be used in any hazardous condition. Emergency traffic cones must be placed in front of and behind vehicles to warn oncoming traffic. Signs, lights, flags, and other warning and safety devices shall conform to the requirements set forth in Chapter 5 of the current traffic manual, Traffic Control for Construction and Maintenance Work Zones, published by the state of California Department of Transportation. Contractor shall provide, install, and maintain all warning devices (i.e., barricades, cones, flashing lights, etc.) required to adequately protect the public, County staff and other workers during the performance of this Contract. 21. Governing Law and Venue: This Contract has been negotiated and executed in the State of California and shall be governed by and construed under the laws of the State of California. In the event of any legal action to enforce or interpret this Contract, the sole and exclusive venue shall be a court of competent jurisdiction located in Orange County, California, and the Parties hereto agree to and do hereby submit to the jurisdiction of such court, notwithstanding Code of Civil Procedure Section 394. Furthermore, the Parties specifically agree to waive any and all rights to request that an action be transferred for trial to another County. 22. Entire Contract: This Contract, including Attachments A-D, which are attached hereto and incorporated herein by this reference, when accepted by the Contractor either in writing or by the shipment of any article or other commencement of performance hereunder, contains the entire Contract between the Parties with respect to the matters herein and there are no restrictions, promises, warranties or undertakings other than those set forth herein or referred to herein. No exceptions, alternatives, substitutes or revisions are valid or binding on County unless authorized by County in writing. Electronic acceptance of any additional terms, conditions or supplemental Contracts by .any County employee or agent, including but not limited to installers of software, shall not be valid or binding on County unless accepted in writing County's Purchasing Agent or his designee. 23. Amendments: No alteration or variation of the terms of this Contract shall be valid unless made in writing and signed by the Parties; no oral understanding or agreement not incorporated herein shall be binding on either of the Parties; and no exceptions, alternatives, substitutes or revisions are valid or binding on County unless authorized by County in writing. 24. Taxes: All prices shall include any applicable sales tax. 25. Delivery: Time of delivery of goods or services is of the essence in this Contract. County reserves the right to refuse any goods or services and to cancel all or any part of the goods not conforming to applicable specifications, drawings, samples or description, or services that do not conform to the prescribed Scope of Work. Acceptance of any part of the order for goods shall not bind County to accept future shipments, nor deprive it of the right to return goods already accepted, at Contractor's expense. Overshipments and undershipments of goods shall be only as agreed to in writing by County. Delivery shall not be deemed to be complete until all goods, or services, have actually been received and accepted in writing by County. 26. Acceptance/Payment: Unless otherwise agreed to in writing by County, 1) acceptance shall not be deemed complete unless in writing and until all the goods/services have actually been received, inspected, and tested to the satisfaction of County, and 2) payment shall be made in arrears after services have been provided. Page 6 of 31 County of Orange MA-299-12010448 Light Duty Vehicle Maintenance & Repair Services for OC Waste & Recycling City of Santa Ana 27. Warranty: Contractor expressly warrants that the goods/services covered by this Contract are 1) free of liens or encumbrances, 2) merchantable and good for the ordinary purposes for which they are used, and 3) fit for the particular purpose for which they are intended. Accep ,Vnce of this order shall constitute an agreement upon Contractor's part to indemnify, d and hold County and its indemnities as identified in Article 36, Indemnification, and as more fully described in Article 36, harmless from liability, loss, damage and expense, i t t incurred or sustained by County by reason of the failure of the goods/services to conform to such warranties, faulty work performance, negligent or unlawful acts, and non-compliance with any applicable state or federal codes, ordinances, orders, or statutes, including the Occupational Safety and Health Act (OSHA) and the .California Industrial Safety Act. Such remedies shall be in addition to any other remedies provided by law. 28. Patent/Copyright Materials/Proprietary Infringement: Unless otherwise expressly provided in this Contract, Contractor shall be solely responsible for clearing the right to use any patented or copyrighted materials in the performance of this Contract. Contractor warrants that any software as modified through services provided hereunder will not infringe upon or violate any patent, proprietary right, or trade secret right of any third party. Contractor agrees that, in accordance with the more specific requirement contained in Article 36, Indemnification, it shall indemnify, defend and hold County and County Indemnities harmless from any and all such claims and be responsible for payment of all costs, damages, penalties and expenses related to or arising from such claim(s), including, but not limited to, attorney's fees, costs and expenses. 29. Assignment or Subcontracting: The terms, covenants, and conditions contained herein shall apply to and bind the heirs, successors, executors, administrators and assigns of the parties. Furthermore, neither the performance of this Contract nor any portion thereof may be assigned or subcontracted by Contractor without the express written consent of County. Any attempt by Contractor to assign or sub-contract the performance or any portion thereof of this Contract without the express written consent of County shall be invalid and shall constitute a breach of this Contract. 30. Non-Discrimination: In the performance of this Contract, Contractor agrees that it will comply with the requirements of Section 1735 of the California Labor Code and not engage nor permit any subcontractors to engage in discrimination in employment of persons because of the race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, marital status, or sex of such persons. Contractor acknowledges that a violation of this provision shall subject Contractor to all the penalties imposed for a violation of Anti-Discrimination Law or regulation, including but not limited to, Section 1720 et set,. of the California Labor Code. 31. Termination: In addition to an other remedies or rights it may have by law and those set P //?t : r" mk . ?? forth in this Contract, , aA49 - to terminate this Contract without penalty immediately with cause or after 30 days' written notice without cause, unless otherwise specified. Cause shall be defined as any breach of Contract, any misrepresentation or fraud on the part of the Contractor. Exercise by County of its right to terminate the Contract shall relieve County of all further obligations. 32. Consent to Breach Not Waiver: No term or provision of this Contract shall be deemed waived and no breach excused, unless such waiver or consent shall be in writing and signed by the Party claimed to have waived or consented. Any consent by any Party to, or waiver of, a breach by the other, whether express or implied, shall not constitute consent to, waiver of, or excuse for any other different or subsequent breach. Page 7 of 31 County of Orange MA-299-12010448 Light Duty Vehicle Maintenance & Repair Services for OC Waste & Recycling City of Santa Ana 33. Remedies Not Exclusive: The remedies for breach set forth in this Contract are cumulative as to one another and as to any other provided by law, rather than exclusive; and the expression of certain remedies in this Contract does not preclude resort by either Party to any other remedies provided by law. 34. Independent Contractor: Contractor shall be considered an independent Contractor and neither the Contractor, its employees, nor anyone working for Contractor under this Contract shall be considered an agent or an employee of County. Neither the Contractor, employees nor anyone working for the Contractor under this Contract shall qualify for workers' compensation or other fringe benefits of any kind through County. 35. Performance: Contractor shall perform all work under this Contract, taking necessary steps and precautions to perform the work to County's satisfaction. Contractor shall be responsible for the professional quality, technical assurance, timely completion and coordination of all documentation and other goods/services furnished by the Contractor under this Contract. Contractor shall perform all work diligently, carefully, and in a good and workman-like manner; shall furnish all labor, supervision, machinery, equipment, materials, and supplies necessary therefore; shall at its sole expense obtain and maintain all permits and licenses required by public authorities, including those of County required in its governmental capacity, in connection with performance of the work; and, if permitted to subcontract, shall be fully responsible for all work performed by subcontractors. 36. Indemnification: Contractor agrees to indemnify, wig .«?; 1-appie?ed ri-?writi g/IS b? C , and hold County, its elected and appointed officials, officers, employees, agents and those special districts and agencies which County's Board of Supervisors acts as the governing Board ("County Indemnitees") harmless from any claims, demands or liability of any kind or nature including but not limited to personal injury or property damage, arising from °?la'?-? the services, products or other performance provided by Contractor pursuant to this Contract. If judgment is entered against Contractor and County by a court of competent jurisdiction because of the concurrent active negligence of County or County Indemnitees, Contractor and County agree that liability will be apportioned as determined by the court. Neither party shall.request a jury apportionment. Insurance Provisions: Prior to the provision of services under this contract, the Contractor agrees to purchase all required insurance at contractor's expense and to deposit with the County Certificates of Insurance, including all endorsements required herein, necessary to satisfy the County that the insurance provisions of this contract have been complied with and to keep such insurance coverage and the certificates therefore on deposit with the County during the entire term of this contract. In addition, all subcontractors performing work on behalf of Contractor pursuant to this contract shall obtain insurance subject to the same terms and conditions as set forth herein for Contractor. All self-insured retentions (SIRS) and deductibles shall be clearly stated on the Certificate of Insurance. If no SIRS or deductibles apply, indicate this on the Certificate of Insurance with a "0" by the appropriate line of coverage. Any self-insured retention (SIR) or deductible in an amount in excess of $25,000 ($5,000 for automobile liability), shall specifically be approved by the County Executive Office (CEO)/Office of Risk Management. If the contractor fails to maintain insurance acceptable to the County for the full term of this contract, the County may terminate this contract. Qualified Insurer: The policy or policies of insurance must be issued by an insurer licensed to do business in the state of California (California Admitted Carrier) or have a minimum rating be A- (Secure A.M. Best's Rating) and VIII (Financial Size Category as determined by the most current edition of the Best's Key Rating Guide/Property-Casualty/United States Page 8 of 31 County of Orange MA-299-12010448 Light Duty Vehicle Maintenance & Repair Services for OC Waste & Recycling City of Santa Ana or ambest.com. If the insurance carrier is not a non-admitted carrier in the state of California and does not have an A.M. Best rating of A-/VIII, the County CEO/Office of Risk Management retains the right to approve or reject a carrier after a review of the company's performance and financial ratings. The policy or policies of insurance maintained by the Contractor shall provide the minimum limits and coverage as set forth below: Coverage Commercial General Liability Automobile Liability including coverage for owned, non-owned and hired vehicles Workers' Compensation Employers' Liability Insurance Minimum Limits $1,000,000 per occurrence $2,000,000 aggregate $1,000,000 per occurrence Statutory $1,000,000 per occurrence Required Coverage Forms: The Commercial General Liability coverage shall be written on Insurance Services Office (ISO) form CG 00 01, or a substitute form providing liability coverage at least as broad. The Business Auto Liability coverage shall be written on ISO form CA 00 01, CA 00 05, CA 0012, CA 00 20, or a substitute form providing coverage at least as broad. Required. Endorsements: The Commercial General Liability policy shall contain the following endorsements, which shall accompany the Certificate of insurance: 1) An Additional Insured endorsement using ISO form CG 2010 or CG 2033 or a form at least as broad naming the County of Orange, its elected and appointed officials, officers, employees, agents as Additional Insureds. 2) A primary non-contributing endorsement evidencing that the contractor's insurance is primary and any insurance or self-insurance maintained by the County of Orange shall be excess and non-contributing. All insurance policies required by this Contract shall waive all rights of subrogation against the County of Orange and members of the Board of Supervisors, its elected and appointed officials, officers, agents and employees when acting within the scope of their appointment or employment. The Workers' Compensation policy shall contain a waiver of subrogation endorsement waiving all rights of subrogation against the County of Orange, and members of the Board of Supervisors, its elected and appointed officials, officers, agents and employees. All insurance policies required by this contract shall give the County of Orange 30 days- notice in the event of cancellation and 10 days for non-payment of premium. This shall be evidenced by policy provisions or an endorsement separate from the Certificate of Insurance. The Commercial General Liability policy shall contain a severability of interests clause also known as a "separation of insureds" clause (standard in the ISO CG 0001 policy). Page 9 of 31 County of Orange MA-299-12010448 Light Duty Vehicle Maintenance & Repair Services for OC Waste & Recycling City of Santa Ana Insurance certificates should be forwarded to OC Waste & Recycling/Purchasing at 300 N. Flower Street, Suite 400, Santa Ana, CA 92703. If the Contractor fails to provide the insurance certificates and endorsements within seven days of notification by OC Waste & Recycling/Purchasing, award may be made to the next qualified vendor. County expressly retains the right to require Contractor to increase or decrease insurance of any of the above insurance types throughout the term of this Contract. Any increase or decrease in insurance will be as deemed by County of Orange Risk Manager as appropriate to adequately protect County. County shall notify Contractor in writing of changes in the insurance requirements. If Contractor does not deposit copies of acceptable certificates of insurance and endorsements with County incorporating such changes within thirty days of receipt of such notice, this Contract may be in breach without further notice to Contractor, and County shall be entitled to all legal remedies. The procuring of such required policy or policies of insurance shall not be construed to limit Contractor's liability hereunder nor to fulfill the indemnification provisions and requirements of this Contract, nor act in any way to reduce the policy coverage and limits available from the insurer. 37. Bills and Liens: Contractor shall pay promptly all indebtedness for labor, materials and equipment used in performance of the work. Contractor shall not permit any lien or charge to attach to the work or the premises, but if any does so attach, Contractor shall promptly procure its release and, in accordance with the requirements of Article 36, indemnify, defend, and hold County harmless and be responsible for payment of all costs, damages, penalties and expenses related to or arising from or related thereto. 38. Changes: Contractor shall make no changes in the work or perform any additional work without the County's specific written approval. 39. Change of Ownership: Contractor agrees that if there is a change or transfer in ownership of Contractor's business prior to completion of this Contract, the new owners shall be required under terms of sale or other transfer to assume Contractor's duties and obligations contained in this Contract and complete them to the satisfaction of County. 40. Force Majeure: Contractor shall not be assessed with liquidated damages or unsatisfactory performance penalties during any delay beyond the time named for the performance of this Contract caused by any act of God, war, civil disorder, employment strike or other cause beyond its reasonable control, provided Contractor gives written notice of the cause of the delay to County within 36 hours of the start of the delay and Contractor avails himself of any available remedies. 41. Confidentiality: Contractor agrees to maintain the confidentiality of all County and County- related records and information pursuant to all statutory laws relating to privacy and confidentiality that currently exist or exist at any time during the term of this Contract. All such records and information shall be considered confidential and kept confidential by Contractor and Contractor's staff, agents and employees. 42. Compliance with Laws: Contractor represents and warrants that services to be provided under this Contract shall fully comply, at Contractor's expense, with all standards, laws, statutes, restrictions, ordinances, requirements, and regulations (collectively "laws"), including, but not limited to those issued by County in its governmental capacity and all other laws applicable to the services at the time services are provided to and accepted by County. Contractor acknowledges that County is relying on Contractor to ensure such compliance, Page 10 of 31 County of Orange MA-299-12010448 Light Duty Vehicle Maintenance & Repair Services for OC Waste & Recycling City of Santa Ana and pursuant to the requirements of Article 36 above, Contractor agrees that it shall defend, indemnify and hold County and County Indemnitees harmless from all liability, damages, costs and expenses arising from or related to a violation of such laws. 43. Freight (F.O.B. Destination): Contractor assumes full responsibility for all transportation, transportation scheduling, packing, handling, insurance, and other services associated with delivery of all products deemed necessary under this Contract. 44. Pricing: The rates, as more fully set forth in Attachment C, shall include full compensation for providing all required services as specified herein, in the Scope of Work attached to this Contract, and no additional compensation will be allowed therefore, unless otherwise provided for in this Contract. 45. Waiver of Jury Trial: Each Party acknowledges that it is aware of and has had the opportunity to seek advise of counsel of its choice with respect to its rights to trial by jury, and each Party, for itself and its successors, creditors, and assigns, does hereby expressly and knowingly waive and release all such rights to trial by jury in any action, proceeding or counterclaim brought by any Party hereto against the other (and/or against its officers, directors, employees, agents, or subsidiary or affiliated entities) on or with regard to any matters whatsoever arising out of or in any way connected with this Contract and /or any other claim of injury or damage. 46. Terms and Conditions: Contractor acknowledges that it has read and agrees to all terms and conditions included in this Contract. 47. Headings: The various headings and numbers herein, the grouping of provisions of this Contract into separate clauses and paragraphs, and the organization hereof are for the purpose of convenience only and shall not limit or otherwise affect the meaning hereof. 48. Severability: If any term, covenant, condition or provision of this Contract is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the provisions hereof shall remain in full force and effect and shall in no way be affected, impaired or invalidated thereby. 49. Calendar Days: Any reference to the word "day" or "days" herein shall mean calendar day or calendar days, respectively, unless otherwise expressly provided. 50. Attorneys Fees: In any action or proceeding to enforce or interpret any provision of this Contract, or where any provision hereof is validly asserted as a defense, each Party shall bear its own attorney's fees, costs and expenses. 51. Interpretation: This Contract has been negotiated at arm's length and between persons sophisticated and knowledgeable in the matters dealt with in this Contract. In addition, each Party has been represented by experienced and knowledgeable independent legal counsel of their own choosing, or has knowingly declined to seek such counsel despite being encouraged and given the opportunity to do so. Each Party further acknowledges that they have not been influenced to any extent whatsoever in executing this Contract by any other Party hereto or by any person representing them, or both. Accordingly, any rule of law (including California Civil Code Section 1654) or legal decision that would require interpretation of any ambiguities in this Contract against the Party that has drafted it is not applicable and is waived. The provisions of this Contract shall be interpreted in a reasonable manner to effect the purpose of the Parties and this Contract. 52. Authority: The Parties to this Contract represent and warrant that this Contract has been Page 11 of 31 County of Orange MA-299-12010448 Light Duty Vehicle Maintenance & Repair Services for OC Waste & Recycling City of Santa Ana duly authorized and executed and constitutes the legally binding obligation of their respective organization or entity, enforceable in accordance with its terms. 53. Employee Eligibility Verification: The Contractor warrants that it fully complies with all Federal and State statutes and regulations regarding the employment of aliens and others and that all its employees performing work under this Contract meet the citizenship or alien status requirement set forth in Federal statues and regulations. The Contractor shall obtain, from all employees performing work hereunder, all verification and other documentation of employment eligibility status required by Federal or State statutes and regulations including, but not limited to, the Immigration Reform and Control Act of 1986, 8 U.S.C. §1324 et seq., as they currently exist and as they may be hereafter amended. The Contractor shall retain all such documentation for all covered employees for the period prescribed by the law. The Contractor shall indemnify, defend with counsel approved in writing by County, and hold harmless, the County, its agents, officers, and employees from employer sanctions and any other liability which may be assessed against the Contractor or the County or both in connection with any alleged violation of any Federal or State statutes or regulations pertaining to the eligibility for employment of any persons performing work under this Contract. 54. Emergency/Declared Disaster Requirements: In the event of an emergency or if Orange County is declared a disaster area by the County, state or federal government, this Contract may be subjected to unusual usage. The Contractor shall service the County during such an emergency or declared disaster under the same terms and conditions that apply during non- emergency/disaster conditions. The pricing quoted by the Contractor shall apply to serving the County's needs regardless of the circumstances. If the Contractor is unable to supply the goods/services under the terms of the Contract, then the Contractor shall provide proof of such disruption and a copy of the invoice for the goods/services from the Contractor's supplier(s). Additional profit margin as a result of supplying goods/services during an emergency or a declared disaster shall not be permitted. In the event of an emergency or declared disaster, emergency purchase order numbers will be assigned. All applicable invoices from the Contractor shall show both the emergency purchase order number and the Contract number. Page 12 of 31 County of Orange MA-299-12010448 Light Duty Vehicle Maintenance & Repair Services for OC Waste & Recycling City of Santa Ana IN WITNESS WHEREOF, the Parties hereto have executed this Contract on the dates shown below their respective signatures below. d:d:d:*r. is is**d:dcd:dr*d:>Fd:eFx:@kxd:?F*d;**d;?Fd: do do*d: d: d: dckx*d: d: d; of*d: d:dodo*d:d:d:d:d:*?Fd:>Pd:d:aFr, d: d: d; d: d: d:**d: ak*d: d: do d: d: d: CITY OF SANTA ANA By Print PAUL WALTERS Title Interim City Manager Corporate Officer Date 2- J1-1) COUNTY OF ORANGE a political subdivision of the State of California By Print Name Title APPROVED AS TO FORM: County Counsel - By Deputy Clerk of the Council APPROVED AS TO FORM Laura Stitt Sheed Assistant City Attorney * If the contracting parry is a corporation, (2) two signatures are required: one (1) signature by the Chairman of the Board, the President or any Vice President; and one (1) signature by the Secretary, any Assistant Secretary, the Chief Financial Officer or any Assistant Treasurer. The signature of one person alone is sufficient to bind a corporation, as long as he or she holds corporate offices in each of the two categories described above. For County purposes, proof of such dual office holding will be satisfied by having the individual sign the instrument twice, each time indicating his or her office that qualifies under the above described provision. In the alternative, a single corporate signature is acceptable when accompanied by a corporate resolution demonstrating the legal authority of the signator to bind the corporation. ATTEST By Print Name Maria D. Huizar Title Corporate Officer AUG 3 1 tWl RECOMMENDED FOR APPROVAL FRANCISCO GDTIERREZ Executive Director - FMSA Page 13 of 31 OC Waste & Recycling MA-299-12010448 City of Santa Ana ATTACHMENT A SCOPE OF WORK LIGHT DUTY VEHICLE MAINTENANCE & REPAIR SERVICE 1. BACKGROUND The OC Waste & Recycling currently operates three (3) active landfill sites: Olinda Alpha Landfill, Brea, CA, Prima Deshecha Landfill, San Juan Capistrano, CA, and the Frank R. Bowerman Landfill, Irvine, CA. Additionally, OC Waste & Recycling administers twenty-two (22) former refuse stations located throughout the County. OC Waste & Recycling is responsible for solid waste disposal for the County and manages the development, operation, closure and post-closure maintenance of the entire waste management system. Inherent in this operation is the use of light duty vehicles which must be fully maintained and operational at all time for each of the three active landfills and as well as those vehicles assigned to OC Waste & Recycling Headquarters. II. SCOPE OF WORK Contractor(s) shall be located within an approximate 10-mile radius of any or each operational site indicated below and shall provide full service vehicle maintenance and repairs for OC Waste & Recycling's light duty fleet vehicles. OC Waste & Recycling - HEADQUARTERS 300 North Flower Street, Suite 400 Santa Ana, CA 92703 FRANK R. BOWERMAN LANDFILL 11002 Bee Canyon Access Road Irvine, CA 92602 OLINDA ALPHA LANDFILL 1942 North Valencia Avenue Brea, CA 92823 PRIMA DESHECHA LANDFILL 32250 La Pata Road San Juan Capistrano, CA 92675 The Contractor(s) shall perform maintenance tasks as set forth in this Scope of Work in a cost-effective manner, while at the same time, complying with manufacturers' specification and guidelines for performance. A. Light Duty Vehicle Specifications A representative listing of the OC Waste & Recycling light duty vehicle fleet is provided on Attachment A-1. This is a representative list of vehicles and OC Waste & Recycling reserves the right to relocate, add, delete, or replace any light duty vehicle specified on Attachment A-1 at any time. B. Service and Maintenance Specifications 1. The general mechanical and maintenance services to be provided on an as-needed basis or in accordance with the light duty vehicle maintenance schedule provided in Attachment A-2, include but are not limited to: • Oil Change/Filter Replacement and Chassis Lubrication • Tune - Up Page 14 of 31 OC Waste & Recycling MA-299-12010448 City of Santa Ana • Brake Inspection, Replacement and Modifications (including ABS systems) • Wheel Bearing Repacking and Replacement • Tire Rotation, Balancing, Repair and Replacement, including Wheel Alignment • Air-conditioning Service • Air and Fuel Filter Service and Replacement • Cooling System and Radiator Service • Belt and Hose Inspection and Replacement • Transmission Service and Replacement (to include 4x2 and 4x4 vehicles transfer case for 4x4) • Muffler/Exhaust System Repair and Replacement • Differential Service • Battery and Wiper Blade Replacement • Smog Inspection and Certificate • Body Work/Upholstery Repair and Replacement • Broken Window Repair and Replacement, including Window and Related Hardware • Safety Inspection • Engine Replacement and Overhaul • Vehicle Suspension Repair, Replacement or Modification, including Shock Absorber Replacement • Under-chassis Modification • Electrical System Trouble Shoot, Repair and Replacement • Lighting Repairs and Replacement, including Headlights and Lenses • Seat Belt Repair and Replacement • Repair, Replacement, Maintenance, Installation and Modification to Auxiliary Equipment on some Vehicles (to include but not limited to: bed cabinet/tool box; generator with built-in/separate gas tank; water tank; lift gate; front-end vehicle winch; steel cabinets; hydraulic boom; hydraulic pump system; diesel fueled steamer; steamer hose reel and gun; boom mounted cable winch and hose reel; water pump; electrical converter; stainless steel purged/de-ionized water tanks; hydraulic transfer/discharge pump, pump wire connectors and valves; hose extensions and connectors; equipment electrical system and control board; boom/winch/hose reel controller and control box; etc.) 2. Towing Services: Contractor shall provide towing services at the cost provided in Attachment C, Contractor Rates/Compensation. C. Performance Requirements In addition to the Service Requirements, Labor Requirements, Material/Fluid/Menu Costs, and all other terms and conditions provided herein, Contractor shall satisfy the following performance requirements: All work shall be performed in accordance with industry standard and code requirements. Attachment C, Contractor Rates/Compensation, quotes shall be used as the basis for determining the labor, material, fluid, and menu costs estimated for all services and maintenance functions performed. Prior written justification from the Contractor shall be required by OC Waste & Recycling's Contract Coordinator or designee (listed in Section III. below) for a total cost estimate provided by the Contractor. OC Waste & Recycling staff will deliver vehicles to Contractor location unless towing is required or other arrangements have been made with the Contractor. OC Waste & Recycling will subsequently pick up vehicles upon completion of services. 2. Contractor shall provide an estimate of costs including labor and materials charges prior to the start of any job. Contractor shall obtain written approval authorizing services by OC Waste & Recycling's Contract Coordinator or designee. Failure to provide an estimate and to obtain written approval from OC Waste & Recycling's Contract Coordinator or designee prior to commencing work, or exceeding the estimate without written approval of the same may be grounds for denying payment. Page 15 of 31 OC Waste & Recycling MA-299-12010448 City of Santa Ana No work may exceed an estimate without a written revised estimate, and approval from OC Waste & Recycling's Contract Coordinator or designee. Permission must be obtained in advance from the Contract Coordinator or designee before commencing or continuing any work. A written revised estimate shall be submitted. A faxed copy of an estimate/approval is acceptable. All work shall be performed at the Contractor's business location unless pre-approved or requested otherwise by the OC Waste & Recycling's Contract Coordinator or designee. Contractor shall provide a secure, locked location for all County vehicles at all time while at Contractor's site. OC Waste & Recycling requires the Contractor to maintain an on-going file for each OC Waste & Recycling vehicle serviced and reserves the right to request copies of the service files at any time during the term of the contract. In addition, OC Waste & Recycling reserves the right to inspect the Contractor's performance of service at the Contractor's business location during regular Contractor business hours. 4. Contractor shall notify OC Waste & Recycling Contract Coordinator or designee in writing of subsequent preventive maintenance due on any vehicle once equipment has initially been serviced by Contractor. The notification mechanism for service shall be mutually agreed between County and Contractor. All vehicles brought in before 8:00 AM for general service and maintenance shall be ready for pick up before 5:00 PM the same day. For vehicles brought in after 8:00 AM, the normal turnaround time must not exceed twenty-four (24) hours. For vehicles brought in on Saturdays, they shall be ready for pick up no later than the following Monday at the same time. For all major repairs that require more than twenty- four (24) hours, the Contractor shall notify OC Waste & Recycling's Contract Coordinator or designee and agree on the completion time frame. The normal time frame for all major repairs shall not exceed seven (7) working days. 6. OC Waste & Recycling reserves the right to inspect repaired vehicles to verify that the invoiced parts have been replaced, and at any time prior to acceptance, may request that any parts that have been replaced be returned to OC Waste & Recycling. It shall be the responsibility of the Contractor to properly dispose of all tires and hazardous materials in accordance with applicable federal, state and local laws, rules and regulations at no cost to the County. 7. Contractor shall provide Emergency Roadside Service to assist OC Waste & Recycling with repair (including tires) and/or towing of vehicles at the flat rate quoted in Attachment C, Contractor Rates/Compensation, when contacted for these services. The flat fee quoted for Emergency Roadside Service is exclusive of towing charges and parts. III. OC WASTE & RECYCLING CONTACTS - CONTRACT COORDINATORS AND DESIGNEES The Contractor shall direct all inquiries regarding light duty vehicle service to the following primary and alternate contacts at: OC Waste & Recycling HEADQUARTERS Primary Contract Coordinator (to be determined) Secondary Contract Coordinators (to be determined) FRANK R. BOWERMAN LANDFILL Primary Contract Coordinator (to be determined) Secondary Contract Coordinators (to be determined) OLINDA ALPHA LANDFILL Primary Contract Coordinator (to be determined) Secondary Contract Coordinators (to be determined) Page 16 of 31 OC Waste & Recycling MA-299-12010448 City of Santa Ana PRIMA DESHECHA LANDFILL Primary Contract Coordinator (to be determined) Secondary Contract Coordinators (to be determined) W. V. VI. PRICING Pricing shall be based on a written estimate provided for each service required. The Contractor(s) shall be required to provide a lump sum quote on a service work request on an as-needed basis. This lump sum quote shall be approved in writing by OC Waste & Recycling's Contract Coordinator or designee prior to commencing work. Parts and labor shall be broken down on the final invoice. Menu charges (per Attachment C) shall be based on the agreed total amount and not the actual number of hours spent on the repair or cost of materials, parts and fluids. No overtime charges shall be allowed on this Contract. WARRANTY Not excluding the manufacturer's warranty, all labor, materials, and parts shall be warranted against defects in materials and workmanship for a minimum of twelve (12) months or twelve-thousand (12,000) miles on all general maintenance repairs and major mechanical repairs including, but not limited to: transmission, engine repairs, drive train, and frame work. OTHER The Contractor(s) shall conduct a visual inspection of the outside condition of every vehicle in the presence of an OC Waste & Recycling representative each time the unit is brought in for service, noting any discrepancies on the work order in advance of providing maintenance and repair service. Contractor(s) shall be responsible for damages to any OC Waste & Recycling's vehicle due to Contractor's negligence while performing repair and/or maintenance services described in this Scope of Work. Page 17 of 31 OC Waste & Recycling MA-299-12010448 City of Santa Ana ATTACHMENT A-1 OC WASTE & RECYCLING FLEET VEHICLES A representative listing of OC Waste & Recycling light duty vehicle fleet includes but is not limited to the listing attached (pages 1-2). Site addresses: OC Waste & Recycling/Headquarters 300 North Flower Street, Suite 400 Santa Ana, CA 92703 North Region - Olinda Alpha Landfill 1942 North Valencia Avenue Brea, CA 92823 Central Region - Frank R. Bowerman Landfill 11002 Bee Canyon Access Road Irvine, CA 92602 South Region - Prima Deshecha Landfill 32250 La Pata Road San Juan Capistrano, CA 92675 Page 18 of 31 OC Waste & Recycling MA-299-12010448 City of Santa Ana ATTACHMENT A-2 LIGHT DUTY VEHICLE MAINTENANCE SCHEDULE In accordance with County Ordinance No. 3845, all vehicles owned, leased, rented and operated by the County of Orange shall be mechanically serviced on a regular basis to ensure the safety and health of its employees as well as the integrity of County employee operated equipment. The County has determined that all light duty vehicles shall be mechanically checked every 5,000 miles and/or every 180 days, whichever comes first, or in accordance with the manufacturer's specifications or based upon the use of equipment in extreme working conditions (i.e., heavy use of vehicles at landfill sites). The attached is a sample of a generic Automotive Service Checklist indicating the types of services that are currently being performed on any vehicle scheduled for routine maintenance. Attach a copy of the Worksheet or Work Order Form that your business shall be using to conduct preventive maintenance analysis if you do not intend on using the County generic Automotive Service Checklist. Page 19 of 31 OC Waste & Recycling MA-299-12010448 City of Santa Ana AUTOMOTIVE SERVICE CHECKLIST OC Waste & Recycling Contact & Phone #: Vehicle Location: Date & Time Service Requestedr.. Equipment #: License #: Mileage: Type of Service: (if other than Routine Maintenance) Routine Maintenance (Circle one): 5,000 miles 6 months Manufacturer Specs. Extreme Work Conditions Other (list): Service Performed Mechanic's Initials Upon Completion 1. Change Engine Oil and Filter - weight of oil installed (circle one) 30 wt. 5W30 wt. 2. Grease all Zerk Fittings 3. Check Coolant Level (circle one) Green or Red 4. Check Transmission Oil Level 5. Check Differential Oil Level 6. Check All Lights 7a. #1- Blow Out Air Filter 7b. #2 - Change Air Filter 8. Check Battery Water Level and Clean Connections/Tray 9. Check Fan Belts, Hoses, Glass and Wiper Blades 10. Check Exhaust and Shocks 11. Brake Lining Inspection 12a. Brake Fluid Leaks --- Wheel Cylinder, Lines/Hoses, Calipers, Master Cylinder 12b. Brake Adjustment --- Shoes/Parking Brake 13. Check and Make Sure Wheels are Clocked/Check Tires 14. Check Safety Items/Seat Belts, Road Flares, Fire Extinguisher, First Aid Kits, Back-Up Alarm 15. Inspect for Future Problems (make notations in item #20, below) 16. Service Due (circle one) 30,000 60,000 Other (list): 17. To Shop - Date: Expected Return Date: 18. Sublet to Vendor- Date: Vendor Name: Expected Return Date: 19. Other (list): Mechanic: Date & Time Retumed to County: Page 20 of 31 OC Waste & Recycling MA-299-12010448 City of Santa Ana ATTACHMENT B AVAILABILITY OF SERVICES Shall provide: At Contractor's Site At Contractor- Owned Alternate Location Through Use of Sub-Contractor SERVICE X NOT ALLOWED- X NOT ALLOWED Tune- up X NOT ALLOWED Brake Inspectio n, n Modifications (including systems) X T ALLOWED X x 5. Tire n n i n I n in Wheel Alignment X NOT ALLOAFFI) 6. Abr-co nditionin g Service X T ALLOWED 7. Air an d Fuel Fi lter Service and Replacement X x 8. Coolin - System n Radiator Service X NOT ALLOWED Belt an d Hose I nspection n Replacement 10. Trans mission S ervice and Renlacement (to include 4x2 and 4x4 vehicles) 11. Muffle r[Exhaus t System Repair and Reolacement X NOT AL WED 12, Differe ntial Ser vice X T ALLOWED 13. Battery and Wi ner Blade Renlacement X T ALLOWED 14, Smog I nspectio n and Certificate (Indicate ifeertified to perform .* x 15, Body W ork/lip holstery Repair and Replacement x 16. Broken Window Repair and Replacement. including Window n Related Hardware X X Engine 18. Replace ment and Overhaul X T ALLOWED 19, Vehicle Suspens ion Repair, Renlacement or Mod0fication including Shock Absorber . X NOT ALLOWED 21. Electric al r Shoot, Repair and Replacement X NOT ALLOWED 22, Lightin g R ai n Replacement. including Headlights n Lenses X NOT A x 24. Rena *r/ Repla ce/ Maintain/insta II/Modi fy Aux*]*ary Eouipment listed in Attachment A 1 25, Other ( please i - . - use additional sheets if necessary): X X x -Emergency Roads4d e Service Towing (PER RE OUIREMENTS LISTED IN ATTACHMENT A. SECTION 11.13.2.) Page 21 of 31 County of Orange MA-299-12010448 Light Duty Vehicle Maintenance & Repair Services for OC Waste & Recycling City of Santa Ana ATTACHMENT C CONTRACTOR RATES/COMPENSATION SERVICE CHARGES Bidder shall quote an hourly and/or per call rate representing a single, all-inclusive, fixed price to include direct and indirect labor charges, all necessary equipment, tools, overhead, travel, other expenses and all profit. Labor Charges - $65.00 per hour 2. Towing Charges - Basic Tow Truck: $45.00 per call, PLUS $2.50 per mile outside of City of Santa Ana limits. Flatbed Truck: $45.00 per call, PLUS $2.50 per mile outside of City of Santa Ana limits. Emergency Roadside Service (exclusive of Towing Charges and Parts) - Flat fee of $75.00 during regular business hours, M-F, 6:30-5PM Flat fee of $125.00 for Off Hours Emergency Roadside Service MATERIAL COSTS All new, used, rebuilt, alternate and remanufactured parts purchased for repair of equipment, including new tires, shall be charged at Contractor' s standard rates or list price of parts less the percentage quoted below: Contractor Standard Rates or NAPA List Price LESS 42 % Discount for items with unit price over $100.00. All parts, supplies, materials, etc. purchased by Contractor shall be F.O.B. Destination No additional cost or mark-up will be applied to the sales tax amount. Contractor shall provide with every invoice, verification records of the Contractor Standard Rate or List Price for any part costing $100.00 or more. All replacement parts shall be new, except when rebuilt or remanufactured parts are most cost effective and pre-authorized by the County. EQUIPMENT MAINTENANCE FLUIDS Fluids used in the maintenance of equipment shall be charged in accordance with the following price quotes and quantities: Fluid Tyne Quantity/Price Oil Quart/ $ 1.71 Transmission Quart/ $ 1.81 Brake Pint/ $ 3.09 Page 22 of 31 County of Orange MA-299-12010448 Light Duty Vehicle Maintenance & Repair Services for OC Waste & Recycling City of Santa Ana Power Steering Quart/$ 4.19 Antifreeze Gallon/ $ 9.00 Fluids not identified above that are purchased for repair/service of vehicles shall be charged at Contractor's current retail cost of the fluid. MENU CHARGES The items identified in this menu are to be billed as an all-inclusive price, not itemizing fluids or any other components. Quotes listed below include all labor, materials and fluids unless otherwise noted: Service Oil/Filter Change Define Pricing Parameters (i.e. quarts, vehicle, etc.) (Indicate the appropriate parameters for pricing of oil/filter change) Oil filter & up to 5 quarts of oil Any additional oil over 5 quarts Smog Check (If applicable) Tire Repair (patches) Tire Plug option Wheel Alignment Front - Rear - Wheel Mount/Balance/Rotate PRICING AND PAYMENT Flat Rate Price Ouote $ 42.50 Oil/Filter Change included in $42.50 flat rate $ 1.71 per quart $ 30.00 $ 15.00 per tire $ 8.00 per tire outsourced/invoice price outsourced/invoice price $ 15.00 per tire includes valve stem, and weighs if applicable LABOR REQUIREMENTS: Labor hours shall be charged on the basis of actual time spent on each job, not on a portal-to-portal basis, and shall be computed to the nearest one-tenth (1/10) hour. No minimum rate charge shall be assessed, and no overtime charges will be allowed or invoiced for this Contract. The hourly and/or per call rate(s) quoted in Attachment C, Contractor Rates/Compensation, shall represent a single, all-inclusive, fixed price for any service provided, including direct and indirect labor charges, truck, all necessary equipment, tools, overhead, travel, other expenses, and all profit applicable to services identified by Contractor. The OC Waste & Recycling Division maintaining control of assigned equipment shall notify the OC Waste & Recycling/Purchasing Manager, in writing, of any unsatisfactory service. A written estimate shall be provided for each service required and shall include full compensation for providing all labor, material, equipment and incidentals required for the light duty vehicle maintenance and repair services as provided in these specifications and no additional compensation will be allowed therefore. The pre-approved estimate shall accompany the final invoice for services provided. This Page 23 of 31 County of Orange MA-299-12010448 Light Duty Vehicle Maintenance & Repair Services for OC Waste & Recycling City of Santa Ana COMPENSATION The Contractor shall perform the tasks as set forth in Attachment A, Scope of Work, in a cost effective manner. Compensation shall be in accordance with the approved Contractor Rates/Compensation. Total contract amount not to exceed $168,200.00 for the period November 1, 2011 through October 31, 2012. The Contractor agrees to accept the specified compensation as set forth in this Contract as full remuneration for performing all services and furnishing all staffing, labor, insurance, vehicles, equipment, tools, materials, overhead, travel, etc. required, for any reasonably unforeseen difficulties which may arise or be encountered in the execution of the services until acceptance, for risks connected with the services, and for performance by the Contractor of all its duties and obligations hereunder. The Contractor shall only be compensated as set forth herein for work performed in accordance with the Scope of Work. The County shall not pay any sum in excess of the Total Contract Amount or Fixed Prices specified, unless authorized by amendment in accordance with Articles 23 and 38 of the Contract Terms and Conditions. Total Contract Amount Shall Not Exceed: S 168,200.00 per year Price Increases/Decreases: No price increases shall be permitted during the Contract. All price decreases shall automatically be extended to the County. The County requires bona fide proof of cost increases on Contracts prior to any price adjustment. A minimum of 120 days advance notice in writing is required to secure such adjustment. No retroactive price adjustments shall be considered. The County may enforce, adjust, negotiate, or cancel escalating price Contracts or take any other action it deems appropriate, as it sees fit. The net dollar amount of profit shall remain firm during the period of the Contract. Adjustments increasing the Contractor's profit shall not be allowed. Contractor's Expense: The Contractor shall be responsible for all costs related to photo copying, telephone communications, fax communications, and parking while on County sites during the performance of work and services under this Contract. Contractor shall submit separate invoices for work completed for each of the OC Waste & Recycling sites. All costs on each invoice shall be itemized, clearly stating the breakdown of charges. INVOICING The responsibility for providing an acceptable invoice rests with the Contractor. This invoice must first be verified and approved by the site Contract Coordinator and is subject to routine processing requirements of the County. The Contractor's invoice shall be paid after said verification and approval. It is customary for payments to be made from 45 to 60 days after receipt of valid invoice. Invoices are to be submitted in arrears for services provided and the si ied pre-approved estimate shall accompany the final invoice for services provided. Billing shall cover services not previously invoiced. Payments made by the County of Orange shall not preclude the right of the County from thereafter disputing any items or services involved or billed under this Contract, and shall not be construed as acceptance of any part of the services. In the event of a lost or misdirected invoice, the Contractor shall re-issue at no additional charge and Contract Coordinator will certify it as an original. Invoices are to be submitted monthly in arrears for services provided. No billing shall cover services previously invoiced. An original and a copy of all invoices and required documentation (including a copy of the estimate, signed and approved by an OC Waste & Recycling Contract Coordinator authorizing service) shall be submitted for approval and payment to the County of Orange/OC Waste & Recycling, Accounts Payable, 300 N. Flower St., Ste. 400, Santa Ana, CA 92703, detailing the following on standard invoice forms: Page 24 of 31 County of Orange MA-299-12010448 Light Duty Vehicle Maintenance & Repair Services for OC Waste & Recycling City of Santa Ana a. Invoice Number b. Invoice Date C. Description of Work Requested d. Completion Date/Delivery Date e. Itemized Charges (including breakdown of labor charges and standard rates or list price for parts, less applicable discount on parts, and final cost to County for parts) f. Total Amount of the Billing g. Master Agreement Number (MA#) MA-299-12010448 h. Vehicle Description: Make, Year, and Model L County Unit Number and Mileage j. Vehicle License Plate Number k. Invoice shall name the "County of Orange/OC Waste & Recycling" as the entity being billed for services 1. Include estimate, signed and approved by an OC Waste & Recycling Contract Coordinator originally authorizing service Contractor shall submit separate invoices for work completed. Contractor shall not combine orders when invoicing the County. Each invoice shall only reference one and only one vehicle. Invoices that reference multiple County order numbers shall be rejected and returned to Contractor. Invoicing and payment related questions shall be directed to Auditor-Controller/Accounts Payable at the address shown above. Subcontractor Costs: When pre-approved by the Contract Coordinator, the use of Subcontractors or specialized services shall be reimbursed at the subcontractor's actual cost. The subcontractor's labor and equipment costs shall not incur any additional mark-up and the subcontractor must be listed on Attachment D, Subcontractor Information. Page 25 of 31 County of Orange, OC Waste & Recycling MA-299-12010448 Light Duty Vehicle Maintenance & Repair Services for OC Waste & Recycling City of Santa Ana ATTACHMENT D SUBCONTRACTOR SERVICES This is for County Information ONLY. The awarded Contractor shall be responsible for the completion of all services and the pricing for Subcontractor services shall be per the quotes provided in Contractor's Price Sheet, with no additional mark-up for subcontractor services. Corresponding # Of Service from Attachment B Subcontractor Information 5. Name of Company: Mr. D's Automotive, Inc. Address: 3802 W. Westminster Ave. Santa Ana, CA 92703 Contact Person: Michael Doan Phone Number: (714) 554-6711 Corresponding # Of Service from Attachment B Subcontractor Information 8. Name of Company: A-1 Radiator Service Address: 721 S. Main St. Santa Ana, CA 92701 Contact Person: Anthony Vasquez Phone Number: (714) 543-9206 Corresponding # Of Service from Attachment B Subcontractor Information 10. Name of Company: Leons Transmission Service, Inc. Address: 12612 Garden Grove Blvd. Garden Grove, CA 92843 Contact Person: Duane Blay Phone Number: (714) 534-3300 Corresponding # Of Service from Attachment B Subcontractor Information 11 Name of Company: A-1 Muffler & Brake Page 26 of 31 County of Orange, OC Waste & Recycling MA-299-12010448 Light Duty Vehicle Maintenance & Repair Services for OC Waste & Recycling City of Santa Ana Address: 721 S. Main St. Santa Ana, CA 92701 Contact Person: Manuel Vasquez Phone Number: (714) 836-7201 Corresponding # Of Service from Attachment B Subcontractor Information 15 Name of Company: Kelly's Body Shop, Inc. Address: 2041 S. Main Street Santa Ana, CA 92707 Contact Person: Beniamin Mendoza Phone Number: (714) 540-5066 Corresponding # Of Service from Attachment B Subcontractor Information 15. Name of Company: Barnes Upholstery, Inc. Address: 1433 W. North Central Park Ave Anaheim, CA 92802 Contact Person: Luis Alvarado Phone Number: (714) 772-2040 Corresponding # Of Service from Attachment B Subcontractor Information 16. Name of Company: Bat Jac Glass, LLC Address: 3605 W. First Street Santa Ana, CA 92703 Contact Person: Matt Burue Phone Number: (714) 554-6101 Corresponding # Of Service from Attachment B Subcontractor Information 18. Page 27 of 31 County of Orange, OC Waste & Recycling MA-299-12010448 Light Duty Vehicle Maintenance & Repair Services. for OC Waste & Recycling City of Santa Ana Name of Company: KBS Diesel & Fleet Services Address: 1830 S. Santa Fe Street, #8 Santa Ana, CA 92705 Contact Person: Bob Cook Phone Number: (714) 540-4963 Corresponding # Of Service from Attachment B Subcontractor Information 20. Name of Company: Mr. D's Automotive, Inc. Address: 3802 W. Westminster Ave. Santa Ana, CA 92703 Contact Person: Michael Doan Phone Number: (714) 554-6711 Corresponding # Of Service from Attachment B Subcontractor Information 24. Name of Company: Kelly's Body Shop, Inc. Address: 2041 S. Main Street Santa Ana, CA 92707 Contact Person: Beniamin Mendoza Phone Number: (714) 540-5066 Emergency Roadside Service/Towing Name of Company: Ben Warner's Garage, Inc. Address: 818 E. Walnut Street Santa Ana, CA 92701 Contact Person: Phone Number: Name of Company: Address: Contact Person: Phone Number: Ray Hassan (714) 542-7241 Metropro Towing, Inc. 2550 S. Garnsey Street Santa Ana, CA 92707 Jody Campbell (714) 556-7600 Page 28 of 31 County of Orange MA-299-12010448 Light Duty Vehicle Maintenance & Repair Services for OC Waste & Recycling City of Santa Ana ATTACHMENT E COUNTY OF ORANGE CHILD SUPPORT ENFORCEMENT CERTIFICATION REQUIREMENTS A. In the case of an individual Contractor, his/her name, date of birth, Social Security number, and residence address: Name: D.O.B: Social Security No: Residence Address: B." In the case of a Contractor doing business in a form other than as an individual, the name, date of birth, Social Security number, and residence address of each individual who owns an interest of 10 percent or more in the contracting entity: Name: D.O.B: Social Security No: Residence Address: Name: D.O.B: Social Security No: Residence Address: Name: D.O.B: Social Security No: Residence Address: (Additional sheets may be used if necessary) Page 29 of 31 County of Orange MA-299-12010448 Light Duty Vehicle Maintenance & Repair Services for OC Waste & Recycling City of Santa Ana "I certify that (C-P-Y -) is in full compliance with all applicable federal and state reporting requirements regarding its employees and with all lawfully served Wage and Earnings Assignment Orders and Notices of Assignments and will continue to be in compliance throughout the term of the Contract with the County of Orange. I understand that failure to comply shall constitute a material breach of the contract and that failure to cure such breach within 60 calendar days of notice from the County shall constitute grounds for termination of the contract. " Authorized Signature Name Title Date Authorized Signature Name Title Date Page 30 of 31 County of Orange MA-299-12010448 Light Duty Vehicle Maintenance & Repair Services for OC Waste & Recycling City of Santa Ana ATTACHMENT E (CONTINUED) EDD INDEPENDENT CONTRACTOR REPORTING REQUIREMENTS Effective January 1, 2001, the County of Orange is required to file federal Form 1099-Misc for services received from a "service provider" to whom the County pays $600 or more or with whom the County enters into a contract for $600 or more within a single calendar year. The purpose of this reporting requirement is to increase child support collection by helping to locate parents who are delinquent in their child support obligations. The term "service provider" is defined in California Unemployment Insurance Code Section 1088.8, subparagraph B.2 as "an individual who is not an employee of the service recipient for California purposes and who received compensation or executes a contract for services performed for that service recipient within or without the state." The term is further defined by the California Employment Development Department to refer specifically to independent contractors. An independent contractor is defined as "an individual who is not an employee of the government entity for California purposes and who receives compensation or executes a contract for services performed for that government entity either in or outside of California." The reporting requirement does not apply to corporations, general partnerships, limited liability partnerships, and limited liability companies. Additional information on this reporting requirement can be found at the California Employment Development Department web site located at www.edd.ca.gov/txicr.htm. To comply with the reporting requirements, County procedures for contracting with independent contractors mandate that the following information be completed and forwarded to the contracting agency/department immediately upon request: First name, middle initial and last name Social Security Number Address Start and expiration dates of contract Amount of contract EDD Reporting Form First Name Middle Initial Last Name Social Security Number: Contract Number: Start Date: Expiration Date: Dollar Value of Contract: Page 31 of 31