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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. 1 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. 2 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 3 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. 5 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] 11 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