13-0729_HUNTINGTON BEACH HONDA_Personal Services AgreementPERSONAL SERVICES AGREEMENT
THIS AGREEMENT is made, entered into, and shall become effective this`'Zcf Nay
of , 2013, by and between the City of City of San Juan Capistrano (hereinafter
referred to as the "City") and Huntington Beach Honda (hereinafter referred to as the
"Contractor").
RECITALS:
WHEREAS, City desires to retain the services of Contractor regarding the
maintenance, parts, and repairs of Police Services Motorcycles; and
WHEREAS, Contractor is qualified by virtue of experience, training, education and
expertise to accomplish such services.
NOW, THEREFORE, City and Contractor mutually agree as follows:
Section 1. Scope of Work.
The scope of work to be performed by 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 continue until notified that said services are no longer
required, subject to 30 day notice of termination.
Section 3. Compensation.
3.1 Amount.
Total compensation for the services hereunder shall not exceed $20,000 per
fiscal year as set forth in Exhibit "A", subject to available operating budget, attached and
incorporated herein by reference.
Section 4. Independent Contractor.
It is agreed that 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 Contractor, its principals
and employees were a substantial inducement for City to enter into this Agreement.
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 Contractor is permitted to
subcontract any part of this Agreement by City, 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
Contractor. City will deal directly with and will make all payments to 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 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 Contractor's fees.
Section 7. Familiaritv with Work and/or Construction Site.
By executing this Agreement, Contractor warrants that: (1) it has investigated the
work to be performed, (2) 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 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.
Section 8. Time of Essence.
Time is of the essence in the performance of this Agreement.
Section 9. Compliance with Law.
Contractor shall comply with all applicable laws, ordinances, codes and regulations
of federal, state and local government.
Section 10. Conflicts of Interest.
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 Contractor.
2
Section 11. [RESERVEDI.
Section 12. [RESERVEDI.
Section 13. Indemnity.
To the fullest extent permitted by law, 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 Contractor, Contractor's
agents, officers, employees, subcontractors, or independent contractors hired by
Contractor in the performance of the Agreement. The only exception to 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 Contractor.
Section 14. Insurance.
On or before beginning any of the services or work called for by any term of this
Agreement, 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. Contractor shall not allow any subcontractor to commence work on any
subcontract until all insurance required of the Contractor has also been obtained for the
subcontractor. Insurance required herein shall be provided by Admitted 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, 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
9
limit.
14.2 Comprehensive Automobile Liability.
Throughout the term of this Agreement, 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 Workers' Compensation.
If Contractor intends to employ employees to perform services under this
Agreement, Contractor shall obtain and maintain, during the term of this Agreement,
Workers' 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, 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 Contractor, including the insured's general supervision of
Contractor; products and completed operations of Contractor; premises owned, occupied
or used by Contractor; or automobiles owned, leased, hired, or borrowed by Contractor.
The coverage shall contain no special limitations on the scope of protection afforded City,
its officers, employees, agents, or volunteers.
14.5 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.
14.6 Terms of Compensation.
Contractor shall not receive any compensation until all insurance provisions
have been satisfied.
14.7 Notice to Proceed.
Contractor shall not proceed with any work under this Agreement until the
City has issued a written "Notice to Proceed" verifying that Contractor has complied with all
insurance requirements of this Agreement.
V
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 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.
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
Attn: David Hubler, Public Works Manager
To Contractor: Huntington Beach Honda
17555 Beach Boulevard
Huntington Beach, CA 92647
Attn: Roger Smith, President
5
Section 17. Prevailing Wages.
Contractor hereby expressly acknowledges and agrees that the City has not
previously affirmatively represented to the Contractor in writing or otherwise, in a call for
bids or otherwise, that the work to be covered by this Agreement is not a "public work," as
defined in Section 1720 of the Labor Code. Contractor shall indemnify, protect, defend
and hold harmless the City and its officers, employees, contractors and agents, with
counsel reasonably acceptable to City, from and against any and all loss, liability, damage,
claim, cost, expense and/or "increased costs" (including reasonable attorneys' fees, court
and litigation costs, and fees of expert witnesses) which, in connection with the work
contemplated by this Agreement, including, without limitation, any and all public works (as
defined by applicable law), results or arises in any way from any of the following: (1) the
noncompliance by Contractor of any applicable local, state and/or federal law, including,
without limitation, any applicable federal and/or state labor laws (including, without
limitation, if applicable, the requirement to pay state prevailing wages and hire
apprentices); (2) the implementation of Section 1781 of the Labor Code, as the same may
be amended from time to time, or any other similar law; and/or (3) failure by Contractor to
provide any required disclosure or identification as required by Labor Code Section 1781,
as the same may be amended from time to time, or any other similar law. It is agreed by
the parties that, in connection with the work contemplated by this Agreement, including,
without limitation, any and all public works (as defined by applicable law), Contractor shall
bear all risks of payment or non-payment of prevailing wages under California law and/or
the implementation of Labor Code Section 1781, as the same may be amended from time
to time, and/or any other similar law. "Increased costs," as used in this paragraph, shall
have the meaning ascribed to it in Labor Code Section 1781, as the same may be
amended from time to time. The foregoing indemnity shall survive termination of this
Agreement and shall continue after completion of the work by Contractor.
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]
M
IN WITNESS WHEREOF, the parties hereto have executed this Agreement.
CITY OFAAN ,JUAN UPISTRANO
An
anager
CONTRACTOR
By.
Roger 5Kiitfi, President, CEO
ATTEST:
Maria Mo is, City Clerk
APPROVED AS TO FORM:
Hans an igten,.Gity'Attorney
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
ongoing until terminated by either party.
• Total compensation for the services shall not exceed Fifteen Thousand Dollars
($20,000), subject to available operating budget.
• 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
Quantity
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 s r
$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