12-1030_HUNTINGTON BEACH HONDA_Personal Services AgreementPERSONAL SERVICES AGREEMENT
THIS AGREEMENT is made, entered into, and shall become effective this
gyp"b day of October, 2012 by and between the City of San Juan Capistrano
(hereinafter referred to as the "City") and Huntington Beach Honda (hereinafter referred
to as the "Service Contractor').
RECITALS:
WHEREAS, City desires to retain the services of Service Contractor regarding
the parts, repairs and maintenance of Police Services Motorcycles; and
WHEREAS, Service Contractor is qualified by virtue of experience, training,
education and expertise to accomplish such services.
NOW, THEREFORE, City and Service Contractor mutually agree as follows:
Section 1. Scope of Work.
The scope of work to be performed by Service Contractor shall consist of those
tasks as set forth in Exhibit 'A" attached and incorporated herein by reference. To the
extent that there are any conflicts between the provisions described in Exhibit "A" and
those provisions contained within this Agreement, the provisions in this Agreement shall
control.
Section 2. Term.
This Agreement shall commence on the effective date of this Agreement and
services required hereunder shall be completed by no later than June 30, 2013.
Section 3. Compensation.
3.1 Amount.
Total compensation for the services hereunder shall not exceed Fifteen
Thousand Dollars ($15,000.00) incorporated herein by reference as set forth in Exhibit
"A," attached and incorporated herein by reference.
3.2 Method of Payment.
Subject to Section 3.1, Service Contractor shall submit monthly invoices
based on total services which have been satisfactorily completed for such monthly
period. The City will pay monthly progress payments based on approved invoices in
accordance with this Section.
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3.3 Records of Expenses.
Service Contractor shall keep complete and accurate records of all costs
and expenses incidental to services covered by this Agreement. These records will be
made available at reasonable times to City.
Section 4. Independent Contractor.
It is agreed that Service Contractor shall act and be an independent contractor
and not an agent or employee of City, and shall obtain no rights to any benefits which
accrue to City's employees.
Section 5. Limitations Upon Subcontracting and Assignment.
The experience, knowledge, capability and reputation of Service Contractor, its
principals and employees were a substantial inducement for City to enter into this
Agreement. Service Contractor shall not contract with any other entity to perform the
services required without written approval of the City. This Agreement may not be
assigned, voluntarily or by operation of law, without the prior written approval of the City.
If Service Contractor is permitted to subcontract any part of this Agreement by City,
Service Contractor shall be responsible to City for the acts and omissions of its
subcontractor as it is for persons directly employed. Nothing contained in this
Agreement shall create any contractual relationships between any subcontractor and
City. All persons engaged in the work will be considered employees of Service
Contractor. City will deal directly with and will make all payments to Service Contractor.
Section 6. Changes to Scope of Work.
For extra work not part of this Agreement, a written authorization from City is
required prior to Service Contractor undertaking any extra work. In the event of a
change in the Scope of Work provided for in the contract documents as requested by
the City, the Parties hereto shall execute an addendum to this Agreement setting forth
with particularity all terms of the new agreement, including but not limited to any
additional Service Contractor's fees.
Section 7. Familiarity with Work and/or Construction Site.
By executing this Agreement, Service Contractor warrants that: (1) it has
investigated the work to be performed; (2) if applicable, it has investigated the work
site(s), and is aware of all conditions there; and (3) it understands the facilities,
difficulties and restrictions of the work to be performed under this Agreement. Should
Service Contractor discover any latent or unknown conditions materially differing from
those inherent in the work or as represented by City, it shall immediately inform the City
of this and shall not proceed with further work under this Agreement until written
instructions are received from the City.
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Section B. Time of Essence.
Time is of the essence in the performance of this Agreement.
Section 9. Compliance with Law.
Service Contractor shall comply with all applicable laws, ordinances, codes and
regulations of federal, state and local government.
Section 10. Conflicts of Interest.
Service Contractor covenants that it presently has no interest and shall not
acquire any interest, direct or indirect, which would conflict in any manner or degree
with the performance of the services contemplated by this Agreement. No person
having such interest shall be employed by or associated with Service Contractor.
Section 11. Copies of Work Product.
At the completion of the work, Service Contractor shall have delivered to City at
least one (1) copy of any final reports and/or notes or drawings containing Service
Contractor's findings, conclusions, and recommendations with any supporting
documentation. All reports submitted to the City shall be in reproducible format, or in
the format otherwise approved by the City in writing.
Section 12. Ownership of Documents.
All reports, information, data and exhibits prepared or assembled by Service
Contractor in connection with the performance of its services pursuant to this
Agreement are confidential to the extent permitted by law, and Service Contractor
agrees that they shall not be made available to any individual or organization without
prior written consent of the City. All such reports, information, data, and exhibits shall
be the property of the City and shall be delivered to the City upon demand without
additional costs or expense to the City. The City acknowledges such documents are
instruments of Service Contractor's professional services.
Section 13. Indemnitv.
To the fullest extent permitted by law, Service Contractor agrees to protect,
defend, and hold harmless the City and its elective and appointive boards, officers,
agents, and employees from any and all claims, liabilities, expenses, or damages of any
nature, including attorneys' fees, for injury or death of any person, or damages of any
nature, including interference with use of property, arising out of, or in any way
connected with the negligence, recklessness and/or intentional wrongful conduct of
Service Contractor, Service Contractor's agents, officers, employees, subcontractors, or
independent contractors hired by Service Contractor in the performance of the
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Agreement. The only exception to Service Contractor's responsibility to protect, defend,
and hold harmless the City, is due to the negligence, recklessness and/or wrongful
conduct of the City, or any of its elective or appointive boards, officers, agents, or
employees.
This hold harmless agreement shall apply to all liability regardless of whether any
insurance policies are applicable. The policy limits do not act as a limitation upon the
amount of indemnification to be provided by Service Contractor.
Section 14. Insurance.
On or before beginning any of the services or work called for by any term of this
Agreement, Service Contractor, at its own cost and expense, shall carry, maintain for
the duration of the agreement, and provide proof thereof that is acceptable to the City,
the insurance specified below with insurers and under forms of insurance satisfactory in
all respects to the City. Service Contractor shall not allow any subcontractor to
commence work on any subcontract until all insurance required of the Service
Contractor has also been obtained for the subcontractor. Insurance required herein
shall be provided by Insurers in good standing with the State of California and having a
minimum Best's Guide Rating of A- Class VII or better.
14.1 Comprehensive General Liability.
Throughout the term of this Agreement, Service Contractor shall maintain
in full force and effect Comprehensive General Liability coverage in an amount not less
than one million dollars per occurrence ($1,000,000.00), combined single limit coverage
for risks associated with the work contemplated by this agreement. If a Commercial
General Liability Insurance form or other form with a general aggregate limit is used,
either the general aggregate limit shall apply separately to the work to be performed
under this agreement or the general aggregate limit shall be at least twice the required
occurrence limit.
14.2 Comprehensive Automobile Liability.
Throughout the term of this Agreement, Service Contractor shall maintain
in full force and effect Comprehensive Automobile Liability coverage, including owned,
hired and non -owned vehicles in an amount not less than one million dollars per
occurrence ($1,000,000.00).
14.3 Worker's Compensation.
If Service Contractor intends to employ employees to perform services
under this Agreement, Service Contractor shall obtain and maintain, during the term of
this Agreement, Worker's Compensation Employer's Liability Insurance in the statutory
amount as required by state law.
!!
14.4 Proof of Insurance Requirements/Endorsement.
Prior to beginning any work under this Agreement, Service Contractor
shall submit the insurance certificates, including the deductible or self -retention amount,
and an additional insured endorsement naming City, its officers, employees, agents,
and volunteers as additional insureds as respects each of the following: Liability arising
out of activities performed by or on behalf of Service Contractor, including the insured's
general supervision of Service Contractor; products and completed operations of
Service Contractor; premises owned, occupied or used by Service Contractor; or
automobiles owned, leased,,hired, or borrowed by Service Contractor. The coverage
shall contain no special (imitations on the scope of protection afforded City, its officers,
employees, agents, or volunteers.
14.5 [RESERVED]
14.6 Notice of Cancellation/Termination of Insurance.
The above policy/policies shall not terminate, nor shall they be cancelled,
nor the coverages reduced, until after thirty (30) days' written notice is given to City,
except that ten (10) days' notice shall be given if there is a cancellation due to failure to
pay a premium.
14.7 Terms of Compensation.
Service Contractor shall not receive any compensation until all insurance
provisions have been satisfied.
14.8 Notice to Proceed.
Service Contractor shall not proceed with any work under this Agreement
until the City has issued a written "Notice to Proceed" verifying that Service Contractor
has complied with all insurance requirements of this Agreement.
Section 15. Termination.
City shall have the right to terminate this Agreement without cause by giving
thirty (30) days' advance written notice of termination to Service Contractor.
In addition, this Agreement may be terminated by any party for cause by
providing ten (10) days' notice to the other party of a material breach of contract. If the
other party does not cure the breach of contract, then the agreement may be terminated
subsequent to the ten (10) day cure period.
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Section 16. Notice.
All notices shall be personally delivered or mailed to the below listed addresses,
or to such other addresses as may be designated by written notice. These addresses
shall be used for delivery of service of process:
To City:
City of San Juan Capistrano
32400 Paseo Adelanto
San Juan Capistrano, CA 92675
Attention: Michael Cantor, Safety & Emergency Services Manager
To Service Contractor:
Huntington Beach Honda
17555 Beach Blvd.
Huntington Beach, CA 92647
Attention: Roger Smith, President
Section 17. Attorneys' Fees.
If any action at law or in equity is necessary to enforce or interpret the terms of
this Agreement, the prevailing party shall be entitled to reasonable attorneys' fees, costs
and necessary disbursements in addition to any other relief to which he may be entitled.
Section 18. Dispute Resolution.
In the event of a dispute arising between the parties regarding performance or
interpretation of this Agreement, the dispute shall be resolved by binding arbitration
under the auspices of the Judicial Arbitration and Mediation Service ("JAMS").
Section 19. Entire Agreement.
This Agreement constitutes the entire understanding and agreement between the
parties and supersedes all previous negotiations between them pertaining to the subject
matter thereof.
[SIGNATURE PAGE FOLLOWS]
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement.
ATTEST:
Maria
APPROVED AS TO FORM:
H nsen, City Attorney
SERVICE
M
7
Roger Smith, President, -CEO
Exhibit "A"
Huntington Beach Honda
Scope of Work
Services & Maintenance Fees
• Service Contractor shall provide the City parts, repairs and maintenance for
Police Services Motorcycles, as needed.
• Service Contractor will provide all proprietary specialized equipment parts,
repairs and maintenance for Police Services' Motorcycles, as needed.
• Services shall commence on the effective date of this Agreement and shall be
completed by no later than June 30, 2013.
• Total compensation for the services shall not exceed Fifteen Thousand Dollars
($15,000).
• The maintenance services and fees as provided by Huntington Beach Honda
include but are not limited to those listed below.
Honda ST1300PAB Maintenance
24,000 mile maintenance cycle
Every 4000 miles
The Hourly Labor Base rate shall be $95. The Half-hour rate shall be $47.50.
Summary: Huntington Beach Honda provides Maintenance Services for Fleets of
ST1300PA Honda Police Motorcycles. The Service Department is staffed with Honda Factory
Trained Technicians with a minimum Bronze Level. Huntington Beach Honda provides warranty
work on the Honda ST1300PA and all emergency equipment.
Certified service center for:
• Sound Off Signal Lighting to service the emergency lighting on the bikes
• Unitrol Siren Amps
• Stalker Radar repairs/installation
• Santa Cruz Gunlock authorized dealer
• MC Enterprise for Crash Guards
• PVP Communications Radio Equipment
In addition Huntington Beach Honda has the ability to repair or replace all brackets, gun racks,
crash guards, and radio equipment.
Huntington Beach Honda Exhibit A Page 1
600 mile
Perform 600 Mile Service
$116.96 (Price includes parts and labor)
Replace Engine Oil: GN4 1OW40
Replace Oil Filter
Check/inspect Idle Speed
Inspect Brake Pads
Inspect nuts, bolts, and fastener for proper torque
Inspect emergency lighting for operation
Inspect siren/PA for desired volume
Road Test
4000 mile
Perform 4k Service
$38.00 (Price includes parts and labor)
Inspect engine idle speed
Inspect clutch fluid
(Oil Change Recommended)
Inspect brake fluid
Inspect brake pad wear
Road Test
Detail/Clean motorcycle [20 minutes no
charge]
8000 mile
Perform 8k Service
$237.12 (Price includes parts and labor)
Replace Engine Oil: GN4 1OW40
Replace Oil Filter
(Oil Change Recommended)
Inspect fuel line
Inspect throttle operation
Inspect spark plugs
Check/inspect Idle Speed
Inspect radiator coolant
Inspect cooling system
Inspect secondary air control system
Inspect final drive fluid
Inspect Brake Pads
Inspect nuts, bolts, and fastener for proper torque
Inspect suspension
Inspect clutch operation
Inspect clutch fluid
Inspect brake fluid
Inspect side stand
Road Test
Detail/Clean motorcycle[20 minutes no charge]
12,000 mile
Perform 12k Service
$170.20 (Price includes parts and labor)
Replace air filter element
Inspect engine idle speed
(Oil Change Recommended)
Inspect brake pads
Inspect evaporative emission control system
Replace hydraulic brake fluid
Huntington Beach Honda Exhibit A Page 2
16,000 mile
Perform 16k Service
$1303.75 to $2451.48
Inspect valve clearance
(Price includes parts and labor)
Replace spark plugs
Replace engine oil
(Variance in cost based on extent of valve
Replace oil filter
adjustment)
Inspect engine idle speed
Replace air filter element
Inspect engine coolant
Oil Change Recommended
( g )
Inspect secondary air supply
Inspect final drive fluid
Inspect brake pads
Inspect hydraulic brake system
Inspect clutch system
Inspect hydraulic clutch fluid
Inspect suspension
Inspect fuel lines
Inspect throttle operation
Inspect nuts, bolts, and fastener for proper torque
Check/Inspect operation of emergency lighting
Road Test
Detail/Clean motorcycle [20 minutes no
charge]
20,0000 mile
Perform 20k Service
$57.00 (Price is labor only as this is an
Inspect engine idle speed
inspection based service)
Inspect brake pads
Inspect hydraulic brake fluid
Inspect hydraulic clutch fluid
(Oil Change Recommended)
Check operation of running lights
Inspect nuts, bolts, and fastener for proper torque
Check/Inspect operation of emergency lighting
Check operation of brake. light
Road Test
Detail/Clean motorcycle[20 minutes no charge]
24,000 mile
Perform 24k Service
$524.82 (Price includes parts and labor)
Inspect fuel lines
Replace air filter element
Inspect throttle operation
(Oil Change Recommended)
Inspect spark plugs
Replace engine oil
Replace engine oil filter
Replace coolant
Replace final drive fluid
Inspect engine idle speed
Inspect brake pad
Inspect cooling system
Inspect side stand operation
Inspect evaporative emissions control system
Inspect brake system
Inspect headlight aim
Check/Inspect operation of emergency lighting
Inspect suspension
Inspect wheels
Huntington Beach Honda Exhibit A Page 3
ST1300P Clutch installed within 3 hours
Quantit
Number
Item
Retail
Retail Total
6
22401 -MCS -000
Springs
$3.99
$23.94
1
22201 -MCA -000
Disk CL
$13.99
$13.99
7
22321-MN5-000
Plate
$10.99
$76.93
6
22203 -MCA -000
Disk A
$14.99
$89.94
1
22202 -MCS -000
Disk B
$11.99
$11.99
1
22402 -MAT -000
Judder spr
$18.99
$18.99
1
22125 -MAT -000
Judder sprg seat
$8.99
$8.99
1
11394 -MCS -000
Gasket
$14.99
$14.99
1
19226 -MCS -A10
Gasket
$13.99
$13.99
3
08C50 -C321 S01
Coolant
$6.99
$20.97
Total:
$294.72
Labor:
$332.50
Labor is up to 3.5 hours for a clutch replacement. Huntington Beach Honda will try to schedule a clutch
replacement with overlapping labor to maintain low cost.
Tires Consumption is a function of rider and conditions
Huntington Beach Honda Tires & Brakes
Prices
Front: Bridgestone BT020 120/70/18
$149.99*
Front: Hondaline Brakes for a set
$52.99 x 2
for 2 sets
Rear: Bridgestone BT020 170/60/17
$179.99*
Rear: Hondaline Brakes for a set
$51.99*
*$78.85 Labor charge for front or rear work.
Huntington Beach Honda Exhibit A Page 4
Christy Jakl
From: Christy Jakl
Sent: Tuesday, October 30, 2012 10:51 AM
To: Michael Cantor
Cc: Maricella Moreno
Subject: Huntington Beach Honda PSA
Attachments: 2012 Huntington Beach Honda PSa.pdf
Hi Michael,
For your records, attached is the Huntington Beach Honda PSA. I already sent over the signed PO
with a copy of the contract to Finance. I placed a copy of the signed PO in your mail box. HBH will
be place on non -pay until insurance is received. Please let me know if you have any questions.
Thanks!
Chrisl� I.Al
Deputy City Clerk
City of San Juan Capistrano
32400 Paseo Adelanto
San Juan Capistrano, CA 92675
(949) 443-6310 1 (949)493-1053 fax
Please share your experience with the City by taking our Survey.
1
Date of Request
Requesting Dept
Signature of Dept
Head
LEGAL SERVICES REQUEST FORM
City of San Juan Capistrano
City Attorney's Office
PLEASE SUBMIT ALL DOCUMENTS ELECTRONICALLY
09/07/12
Primary Contact Person
City Manager Phone # / E-mail
Project Name
NATURE OF REQUEST
Review Draft Agreement d- &XJ1 7- A € Review Report & Draft Resolution for PC Agenda
E Final Signature on Previously Reviewed Agreement € Draft/Review Municipal Code Amendment
€ Review Report & Resolution for CC Agenda € Legal Opinion
E Review Report & Prepare Ordinance for CC Agenda € Other (please describe):
E Contract Review
❑ Urgent (Same Day)
❑ High Priority (2 Days)
X'Reguiar (2 Weeks)
❑.ower Priority (2+ Weeks)
By: Michael Cantor
mcantor@sanivancapistrano.orR
234-4565
List of Attached Materials:
PSA for repairs and maintenance with Huntington Beach Honda for City owned police motorcycles.
Exhibit W Scope of work and fees. $15,000 is approved for the repairs in the FY 12/13 budget.
Background Information:
The City has used HB Honda for years for motorcycle repairs. This year the Finance Department requested that a PO be processed
to track expenses.
However, Finance won't issue a PO without backup documentation, i.e., PSA attached for review.
E Need further back-up info:
Completion Date:
BE(,01N FOR AFTdRNEX IIS '
By Attorney:
FINAL APPROVAL:
€ City Attorney
November 2011
October 18, 2012
Hans,
Attached is a signed PSA from Huntington Beach Honda to service Police Motorcycles.
You reviewed this PSA before I sent it to HB Honda.
The City has used HB Honda for police motorcycle service for years and has paid each
invoice without a PO.
And, although the City has used HB Honda for Police Motorcycle service for years, we
never had a PSA in place.
This year Finance has requested a PO, and in order to process a PO, I was directed to
provide backup to the PO, which is a PSA.
Please review for Form and forward to CM for signature.
Thank you.
`711e 1
Michael Cantor
234-4565
October 18, 2012
Karen,
Prior to you receiving the PSA for Huntington Beach Honda, the City Attorney has
reviewed and signed it.
The City has used HB Honda for police motorcycle service for years and has always
processed a check request without a PO.
And, although the City has used HB Honda for Police Motorcycle service for years, we
never had a PSA in place.
This year Finance has requested a PO, and in order to process a PO, I was directed to
provide backup to the PO, which is a PSA.
As part of the approved fiscal year budget, account # 81-83513-64204-00000-215 has
been approved by City Council for $15,000 to be used for the maintenance of Police
Motorcycles.
Please sign the PSA and the PO.
Any questions, let me know.
Thank you.
Michael Cantor
234-4565
32400 PASCO AOELANTO
SAN JUAN CAPISTRANO. CA 92675
(949) 493-1171
(949) 493-1053 VAX
Ili 'II IW 1)l crrUnu.orY
TRANSMITTAL
tim
Huntington Beach Honda
Attn: Roger Smith, President
17555 Beach Blvd.
Huntington Beach, CA 92647
DATE: October 30, 2012
FROM: Christy Jakl, Deputy City Clerk (949) 443-6310
MEGBEF45 OF TRE CITY COUNCIL
SAM ALLEVATO
LAURAFRFE5L
LARRY KRAMFR
DEREK RCEVC
JOHN TAYLOR
RE: Personal Services Agreement — Parts, Repairs and Maintenance of Police Services
Motorcycles
Enclosed is an original agreement for your records. Please be aware, our office has not
received insurance documentation as outlined within the contract. Please provide these
documents as soon as possible. If you have questions related to insurance requirements,
please call Christy Jakl, Deputy City Clerk at (949) 443-6310.
If you have questions concerning the agreement, please contact Michael Cantor, Safety and
Emergency Services Manager at (949) 234-4565.
Cc: Michael Cantor, Safety and Emergency Services Manager
San.luutt Copislruno: PI-eserving the /Just to Enhance the Vrmov
C4 1frlwQ ,I IN)`to"' '-1.p';w,
Today's Date: October 18, 2012 Transmittal Routing
FINAL CONTRACT TRANSMITTAL
COUNCIL MEETING DATE (if applicable): N/A
Reviewed as to form by City Attorney and date approved
Project Manager's Last Name: Cantor
CIP No. (if any)
Phone Extension: 4565
APPROVING AUTHORITY: (Check One)
❑ Mayor ❑ SACRA Chair
❑✓ City Manager ❑ Oversight Board Chair
❑ SJCHA Chair
Provide (1) executed original contract for each signing party, including the City. If the agreement is to be
recorded — only (1) original will be recorded with certified copies going to other parties.
Please provide the mailing address of any party to receive an agreement — unless the mailing address is
included within the body of the agreement:
Names
(Check All That Apply)
❑
City Attorney
❑
City Manager
✓❑
City Clerk
FINAL CONTRACT TRANSMITTAL
COUNCIL MEETING DATE (if applicable): N/A
Reviewed as to form by City Attorney and date approved
Project Manager's Last Name: Cantor
CIP No. (if any)
Phone Extension: 4565
APPROVING AUTHORITY: (Check One)
❑ Mayor ❑ SACRA Chair
❑✓ City Manager ❑ Oversight Board Chair
❑ SJCHA Chair
Provide (1) executed original contract for each signing party, including the City. If the agreement is to be
recorded — only (1) original will be recorded with certified copies going to other parties.
Please provide the mailing address of any party to receive an agreement — unless the mailing address is
included within the body of the agreement:
Names
Street city St Zi
Huntington Beach Honda, Roger Smith, President
17555 Beach Blvd. Huntington Beach CA 92647
OTHER INSTRUCTIONS:
City Attorney signs PSA
City Manager signs PSA and PO
City Clerk signs PSA
City Clerk forwards signed PSA and PO to Finance
City Clerk sends PSA copies to H.B. Honda and to M. Ca
Form Date: 912012 D-7