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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