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Contract - Southern California Fleet Services,Inc. - 2016-06-01 AGREEMENT FOR FLEET MAINTENANCE SERVICES Southern California Fleet Services, Inc. This Agreement ("AGREEMENT") is made and effective as of June 1st 2016 between the Costa Mesa SanitaryDISTRICT, a sanitaryDISTRICT ("DISTRICT"), and Southern California Fleet Services, Inc., a California Corporation ("CONTRACTOR"). In consideration of the mutual covenants and conditions set forth herein, the parties agree as follows: 1. TERM This AGREEMENT shall commence on June 1st , 2016, and shall remain and continue in effect until tasks described herein are completed, unless sooner terminated pursuant to the provisions of this AGREEMENT. This AGREEMENT will automatically renew for a new one year period on the anniversary date of the commencement date unless either party provides 90 days notice of an intention to terminate. The parties shall have additional rights to terminate as set forth herein. 2. SERVICES CONTRACTOR shall perform maintenance services described below ("SERVICES") to DISTRICT for DISTRICT's fleet ("PROJECT"). The SERVICES to be provided include the following: Upon DISTRICT request, CONTRACTOR shall perform the following services on DISTRICT vehicles and equipment: 1. Preventive Maintenance (PM) on DISTRICT vehicles and equipment identified in Exhibit A, which may be amended if and when the DISTRICT vehicle fleet expands. The PM will consist of the following tasks: (a) Change lube, oil and filter on main engine and auxiliary engine(s) as applicable per manufacturer's recommendation. (b) Chassis lubrication at all points and check drive belts, battery and hoses for maintenance or appropriate replacement as needed; (c) Brake inspection; (d) Inspect for any possible fluid leaks and top-off all fluids for engine and transmission oil, coolant, brakes, power steering and windshield washers; (e) Check and replace windshield wiper blades as necessary; (f) Check wheel bearings, tire pressure, wheel conditions including alignment and balancing, axle-seals and recommend corrective action above and beyond lubrication; (g) Inspect for any possible electrical shorts, including light bulbs; PSA 30U 12 10 (h) Miscellaneous safety inspection; including all required inspections to meet all DOT requirements. (i) Other corrective maintenance services as requested / needed. 2. Light duty and utility vehicles are due for PM every three months.. 3. During PMs if it is noticed that a DISTRICT vehicle needs new brakes, tires, major electrical improvements, or other necessary repairs, the PM form will become a repair work order, at which time the CONTRACTOR will notify the DISTRICT in writing or by e-mail to obtain authorization to proceed before the repair is performed, as required by California State law. CONTRACTOR will not perform the repair until receiving approval from DISTRICT authorized personnel in writing or e-mail. CONTRACTOR will also notify DISTRICT of the estimated downtime before completing the repair. 4. Transmission service shall be serviced and transmission fluid replaced at the manufacturer's recommended interval. 5. Cooling system shall be serviced and coolant replaced at manufacturer's recommended interval. 6. Biennial Inspection of Terminals (BIT) inspections for Unit 1004 (crane truck) every 90 days. CONTRACTOR will be responsible for record keeping associated with the BIT program. 7. PM Notification Procedures — CONTRACTOR will provide electronic notifications to DISTRICT personnel at least 7 days before PM is due to schedule a time and day for when CONTRACTOR can arrive at DISTRICT Yard to perform the services. 8. Reports — CONTRACTOR will provide DISTRICT with PM, BIT and repair reports for each vehicle serviced. 9. DISTRICT vehicles to be serviced at DISTRICT Corporation Yard, 174 W. Wilson Street. 10. Any required travel to outside vendors will be performed by CMSD personnel. 11. CONTRACTOR personnel will not perform inspections or repairs of any lifting or hoisting devices, cranes or other specialty lifting equipment as part of this Agreement. 12. CONTRACTOR will charge DISTRICT accordingly for disposal of waste tires, oils and those items that are subject to regulatory disposal guidelines. PSA 30U 12 10 3. PERFORMANCE CONTRACTOR shall perform all SERVICES under this AGREEMENT in a skillful and competent manner, consistent with the standards generally recognized as being employed by CONTRACTORs in the same discipline in the State of California and consistent with all applicable laws. CONTRACTOR shall warrant that all services provided and equipment installed shall perform in a workmanlike manner and be fit for its particular purpose. 4. COMPENSATION Compensation for the SERVICES shall be based on the actual amount of time spent in adequately performing the SERVICES and shall be billed at the hourly rate(s) of $98.00. Book rates for time spent shall not be used in lieu of actual time. Failure to submit a written change order and receive written approval by the DISTRICT prior to performing extra work shall constitute a waiver of a claim for additional time or compensation. Invoices shall be submitted to DISTRICT monthly as performance of the SERVICES progresses. DISTRICT shall review and pay the approved charges on such invoices in a timely manner. 5. HAZARDOUS MATERIAL DATA HANDLING CONTRACTOR will use hazardous materials as defined by Cal-OSHA. CONTRACTOR shall provide safety data sheets for all such chemicals and other materials brought on District property which may pose a hazard to employees. In accordance with Cal-OSHA requirements and other laws. 6. INSURANCE CONTRACTOR shall, at its expense, procure and maintain for the duration of this AGREEMENT insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of this AGREEMENT by the CONTRACTOR, its agents, representatives, employees, or subcontractors. CONTRACTOR shall also require all of its subcontractors to procure and maintain the same insurance for the duration of this AGREEMENT. If CONTRACTOR is an employer or otherwise hires one (1) or more employees during the term of this PROJECT, CONTRACTOR shall procure and maintain workers' compensation coverage for such employees which meets all requirements of state law (Labor Code § 1861). At a minimum, CONTRACTOR is required to submit proof of insurance in accordance with the following standards: PSA 30U 12 10 Minimum Scope of Insurance: Coverage shall be at least as broad as the latest version of the following: (1) General Liability. Insurance Services Office Commercial General Liability coverage (occurrence form CG 0001): (2) Automobile Liability. Insurance Services Office Business Auto Coverage form number CA 0001, code 1 (any auto); and (3) Workers' Compensation and Employer's Liability. Workers' Compensation insurance as required by the State of California and Employer's Liability Insurance. Minimum Limits of Insurance: CONTRACTOR shall maintain limits of no less than: (A)General Liability. One Million Dollars ($1,000,000.00) per occurrence for bodily injury, personal injury and property damage. If Commercial General Liability Insurance or other form with general aggregate limit is used, either the general aggregate limit shall apply separately to this AGREEMENT/location or the general aggregate limit shall be twice the required occurrence limit. (B)Automobile Liability. One Million Dollars ($1,000,000.00) per accident for bodily injury and property damage. (C)Workers' Compensation and Employer's Liability. Workers' Compensation limits as required by the Labor Code of the State of California. Employer's Liability limits of One Million Dollars ($1,000,000.00) per accident for bodily injury or disease. Insurance Endorsements: The insurance policies shall contain the following provisions, and a separate endorsement stating to add the following provisions to the insurance policies shall be submitted and approved by DISTRICT: (A)General Liability. The general liability policy shall be endorsed to state that: (1) DISTRICT, its directors, officials, officers, employees, agents, and volunteers shall be covered as additional insureds with respect to the work or operations performed by or on behalf of the CONTRACTOR, including materials, parts, or equipment furnished in connection with such work; and (2) the insurance coverage shall be primary insurance as respects DISTRICT, its directors, officials, officers, employees, agents, and volunteers, or if excess, shall stand in an unbroken chain of coverage excess of the CONTRACTOR's scheduled underlying coverage. Any insurance or self-insurance maintained by DISTRICT, its directors, officials, officers, employees, agents, and volunteers shall be excess of the CONTRACTOR's insurance and shall not be called upon to contribute with it in any way. (B)Workers' Compensation and Employer's Liability Coverage. The insurer shall agree to waive all rights of subrogation against DISTRICT, its directors, officials, officers, employees, agents, and volunteers for losses paid under the terms of the insurance policy which arise from work performed by the CONTRACTOR. (C)All Coverage. Each insurance policy required by this AGREEMENT shall be endorsed to state that: (A) coverage shall not be suspended, voided, reduced, or PSA 30U 12 10 canceled except after thirty (30) days prior written notice by certified mail, return receipt requested, has been given to DISTRICT, and (B) any failure to comply with reporting or other provisions of the policies, including breaches or warranties, shall not affect coverage provided to DISTRICT, its directors, official, officers, employees, agents, and volunteers. Acceptability of Insurers: Insurance is to be placed with insurers with a current A.M. Best's rating of no less than A-:VIII, licensed to do business in California, and satisfactory to DISTRICT. All insurance documents must be submitted and approved by the DISTRICT's Risk Manager prior to execution of any AGREEMENT with DISTRICT. 7. INDEMNIFICATION (a) Indemnification for Professional Liability. When the law establishes a professional standard of care for CONTRACTOR's services, to the fullest extent permitted by law, CONTRACTOR shall indemnify, protect, defend, and hold harmless DISTRICT and any and all of its officials, employees, and agents from and against any and all losses, liabilities, damages, costs, and expenses, including attorney's fees and costs to the extent the same arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of CONTRACTOR, its officers, agents, employees, or subCONTRACTORs (or any entity or individual that CONTRACTOR shall bear the legal liability thereof) in the performance of professional services under this AGREEMENT. (b) Indemnification for Other than Professional Liability. Other than in the performance of professional services and to the fullest extent permitted by law, CONTRACTOR shall indemnify, defend, and hold harmless DISTRICT and any and all of its employees, officials, and agents from and against any liability (including liability for claims, suits, actions, arbitration proceedings, administrative proceedings, regulatory proceedings, losses, expenses, or costs of any kind, whether actual, alleged, or threatened, including attorney's fees and costs, court costs, interest, defense costs, and expert witness fees) where the same arise out of, pertain to, relate to, are a consequence of, or are in any way attributable to, in whole or in part, the performance of this AGREEMENT by CONTRACTOR or by any individual or entity for which CONTRACTOR is legally liable, including, but not limited to, officers, agents, employees, or subCONTRACTORs of CONTRACTOR. 8. SAFETY AND SITE CONDITION CONTRACTOR shall perform all operations with due regard for safety and in strict compliance with all applicable laws relating thereto. It shall be CONTRACTOR'S responsibility to keep the site in a clean, neat and orderly condition. It shall also be CONTRACTOR'S duty to dust-palliate all working areas and access routes, if applicable. All operations shall be conducted by CONTRACTOR so that no fire hazards are created. 9. TERMINATION PSA 30U 12 10 DISTRICT may terminate this AGREEMENT at any time with or without cause. If DISTRICT terminates this AGREEMENT without cause before PROJECT completion, CONTRACTOR shall be entitled to be paid for SERVICES adequately completed prior to the notification of termination. CONTRACTOR may terminate this AGREEMENT for cause only. 10. MISCELLANEOUS This AGREEMENT shall be interpreted according to the laws of the State of California and any action arising from this AGREEMENT shall be brought in the superior or federal DISTRICT court with jurisdiction over DISTRICT. This AGREEMENT and the attachments hereto shall contain the entire agreement between the parties. This AGREEMENT cannot be modified except in a writing signed by both parties. In the event of inconsistency between this AGREEMENT and any attachment hereto, this AGREEMENT shall control in all respects. DISTRICT shall own all work product prepared in the course of providing the SERVICES under this AGREEMENT. In the event of termination of this AGREEMENT, CONTRACTOR shall immediately turn all work product over to DISTRICT. If specialized software or computer hardware is required to view or transmit said work product, CONTRACTOR shall make that software and hardware available to the DISTRICT at no cost during normal business hours. This AGREEMENT cannot be assigned without the prior written consent of the DISTRICT. CONTRACTOR is and shall at all times remain as to DISTRICT an independent contractor. No employee benefits shall be available to CONTRACTOR in connection with the performance of this AGREEMENT. Except for the fees paid to CONTRACTOR as provided in this AGREEMENT, DISTRICT shall not pay salaries, wages, or other compensation to CONTRACTOR for performing any services hereunder for DISTRICT. DISTRICT shall not be liable for compensation or indemnification to CONTRACTOR for injury or sickness arising out of performing any services hereunder. All information gained by CONTRACTOR in the performance of this AGREEMENT shall be considered confidential and shall not be released by CONTRACTOR without DISTRICT's prior written authorization. CONTRACTOR shall not, without written authorization from the General Manager or unless requested by the DISTRICT Counsel, voluntarily provide declarations, letters of support, testimony at depositions, response to interrogatories, or other information concerning the work performed under this AGREEMENT. Response to a subpoena or court order shall not be considered "voluntary" provided CONTRACTOR gives DISTRICT notice of such court order or subpoena. CONTRACTOR warrants that the individual who has signed this AGREEMENT has the legal power, right, and authority to make this AGREEMENT and bind the PSA 30U 12 10 CONTRACTOR hereto. If you agree with the terms of this AGREEMENT, indicate by signing and dating two original agreements where indicated below and return both to the undersigned. Once the documents are fully executed, one original will be returned to you for your records. DISTRICT CONTRACTOR Approved by: Reviewed and Accepted by: _dIPANIL .....01141111111111111W General VYanchlna General anager Signature Tom Franchina Approved as to Form: Name President Harper & Burns LLP Title DISTRICT Counsel June 1, 2016 Date PSA 30U 12 10 Exhibit A Vehicles and Equipment to be Maintained Unit 1004 2013 Ford Crane Service Truck Unit 1006 Trailer Mounted Arrow Board Unit 1009 2008 3/4 Ton Chevrolet Diesel 2500 Silverado Truck Unit 1012 2011 Chevrolet Volt Unit 1013 2007 3/4 Ton Chevrolet Diesel 2500 pickup Unit 1015 2002 Mitsubishi Forklift PSA 30U 12 10 SO CAL 41601 �" SOUTHERN 1111111111 TRUCK CENTER •••,, CALIFORNIA TRUCK 5 EQUIPMENT REPAIR PLEIT SERVICES INC. Fuso May 26,2016 Costa Mesa Sanitary District 628 W. 19th Street Costa Mesa,CA 92627-2716 Attn: Scott Carroll Mr. Carroll, Thank you for your interest in Southern California Fleet Services,Inc. We are at your service seven days a week, twenty-four hours per day.Currently we have locations in Corona,Escondido, San Diego,Hesperia,and Los Angeles with over 60 fully equipped service trucks at your disposal.We also service Southern Nevada and Arizona where we are known as Fleet-Line Truck and Equipment Repair. Our goal is to serve our clients to the best of our ability.Technicians are continually educated on the most advanced vehicles and equipment while they utilize the latest technology in Lap Tops,Pro-Links& Scanners to perform electronic diagnostics. Services also include lift-gate repairs and welding,cab air conditioning,transport refrigeration,and forklift repairs and maintenance. You can be confident to know that our General Liability,Garage Keepers,Auto,and Workers Compensation insurance coverage will meet or exceed your requirements.Additionally,we make every effort to comply with State and federally mandated requirements and laws. Our pricing proposal is as follows: 1. Labor$98.00 per hour 2. Parts cost+25% mark up 3. All labor to be performed based on standard SRT times 4. 90 day warranty on labor only if failure is related to installation of the parts We look forward to being a part of your team and provide you with timely and effective service on all your fleets.We firmly believe your success will be our success. If you have any questions,please feel free to contact me at(951)272-8655. Sincerely, mom Franchina Tom Franchina President Locations in Corona • Hesperia • Los Angeles • Escondido • San Diego • Arizona • Las Vegas • www.socalfleet.com 24 Hour: (951)272-8655 • Fax: (951)272-8408 • Corporate Office: 2855 Sampson Ave. • Corona,CA 92879