Meeting Date: 7 August 2012
Prepared by: Sean Conroy,
Ping & Bldg Services Manager
City Council
Agenda Item Summary
Name: Consideration of a Resolution authorizing the City Administrator to enter into an agreement with the City of Monterey for vehicle maintenance services.
Description: The proposed contract will allow the City to continue to utilize the services of the City of Monterey for vehicle maintenance. Maintenance consists primarily of preventative services such as oil and filter changes, chassis lube, fluids, tire rotation, inspection of brakes, etc for the City's fleet.
Overall Cost:
City Funds: Approximately $30,000 annually
Grant Funds: N/ A
Staff Recommendation: Adopt the attached Resolution.
Important Considerations: The City has contracted with the City of Monterey since 2004 for vehicle maintenance services. With limited staffing and resources available for vehicle maintenance, the proposed contract allows a mutually beneficial arrangement to ensure City vehicles are maintained in a good operating manner.
Decision Record: N/ A
Reviewed by:
Jason Stilwell, City Administrator Date
CITY OF CARMEL-BY-THE-SEA
CITY COUNCIL
RESOLUTION 2012-
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CARMEL-BY-THE-SEA AUTHORIZING THE CITY ADMINISTRATOR TO ENTER INTO AN AGREEMENT WITH THE CITY OF MONTEREY FOR VEHICLE MAINTENANCE SERVICES
WHEREAS, in 2004 the City eliminated the vehicle maintenance supervisor position; and
WHEREAS, the City has contracted with the City of Monterey for vehicle maintenance services since 2004; and
WHEREAS, the need for maintenance of the City’s fleet is an important component for providing efficient public services; and
WHEREAS, the City of Monterey has a fleet maintenance facility at Ryan Ranch with the properly trained personnel and equipment to provide vehicle maintenance services.
NOW, THEREFORE, BE IT RESOLVED THAT THE CITY COUNCIL OF THE CITY OF CARMEL-BY-THE-SEA does hereby:
Authorize the City Administrator to enter into an agreement with the City of Monterey for Vehicle Maintenance Services (see attached contract).
PASSED AND ADOPTED BY THE CITY COUNCIL OF THE CITY OF CARMEL-BY-THE-SEA this 7th day of August 2012 by the following roll call vote:
AYES: COUNCIL MEMBERS:
NOES: COUNCIL MEMBERS:
ABSENT: COUNCIL MEMBERS:
SIGNED,
______________________________
JASON BURNETT, MAYOR
ATTEST:
__________________________________
Heidi Burch, City Clerk
AGREEMENT FOR VEHICLE MAINTENANCE SERVICES
City of Monterey and City of Carmel-by-the-Sea
THIS AGREEMENT for Vehicle Maintenance Services is made and entered into this____ day of ______, 2012, by and between the City of Monterey (hereinafter “Monterey”), a municipal corporation, as the service provider, and the City of Carmel-by-the-Sea, a municipal corporation (hereinafter “Carmel”).
WHEREAS, Carmel desires to utilize the City of Monterey for vehicle maintenance services as outlined in detail in the attached Exhibit A; and
WHEREAS, Monterey is willing and qualified to provide such services to Carmel upon the terms and conditions set forth herein; and
WHEREAS, California Government Code section 54981 provides the City Councils of Monterey and Carmel with the authority to contract for performance of municipal services by the former within the territory of the later; and
WHEREAS, the City of Monterey authorized this agreement on ___________, 2012 by the passage of Resolution No. [________]; and
WHEREAS, the City of Carmel authorized this agreement on _______, 2012 by the passage of Resolution No. [__________].
NOW, THEREFORE, in consideration of the recitals and the mutual obligations of the parties as herein expressed, Monterey and Carmel agree as follows:
1. SERVICES TO BE PROVIDED. Carmel hereby engages Monterey to perform, and Monterey hereby agrees to perform, the services described in Exhibit A in conformity with the terms of this Agreement.
1.01. FINAL DECISION AUTHORITY. Carmel’s Public Services Manager shall have
final decision authority over the results of the services performed on behalf of Carmel and all
work performed by Monterey shall be to the satisfaction of Carmel’s Public Services Manager.
In instances where a dispute arises over the Public Works Manager’s determination, Carmel’s
City Administrator shall render a final decision.
1.02. DUTIES OF MONTEREY AND CARMEL. See Exhibit A.
1.03. EXTRA WORK. Monterey shall not perform extra work without written
authorization from Carmel’s City Manager or designee. Any extra work so authorized shall be
within the general scope of work set forth in this Agreement.
2. PAYMENTS BY CARMEL. Carmel shall pay Monterey in accordance with the payment
provisions set forth in Exhibit A, subject to the limitations set forth in this agreement. Fees are
generally based on percentage of fees collected by the City of Carmel-by-the-Sea.
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3. TERM OF AGREEMENT.
3.01. INITIAL TERM. The term of this Agreement shall be from June 30, 2012 through
June 30, 2017, unless sooner terminated pursuant to the terms set forth in section 7 herein.
3.02. EXTENSIONS. This Agreement may be extended by up to five (5) consecutive
one (1) year periods, or for shorter extension periods as agreed to by the parties, by written
mutual agreement of both parties’ City Managers specifying the renewal and end dates. At the
time of any extension, or at any other time as may be necessary during the term of the Agreement,
the labor rates schedule (Exhibit A) may be adjusted by written agreement between the City
Managers of each party. Should either party decide not to extend the Agreement beyond the
initial one (1) year or subsequent one (1) year terms, notice of such decision shall be provided
to the other party no later than 30 days before the expiration date of the Agreement.
4. ADDITIONAL PROVISIONS/EXHIBITS. The following attached exhibits are
incorporated herein by reference and constitute a part of this Agreement.
Exhibit A Scope of Services/Payment Provisions
5. PERFORMANCE STANDARDS.
5.01. Monterey warrants that Monterey and Monterey’s agents, employees, and
subcontractors performing services under this Agreement are specially trained, experienced,
competent, and appropriately licensed (if applicable) to perform the work and deliver the
services required under this Agreement, and that they are not employees of Carmel.
5.02. Monterey, its agents, employees and subcontractors shall perform all work in a
safe and skillful manner and in compliance with all applicable laws and regulations. All work
performed under this Agreement that is required by law to be performed or supervised by
licensed personnel shall be performed in accordance with such licensing requirements.
5.03. Monterey shall furnish all materials, equipment, and personnel necessary to carry
out the specific services set forth in Exhibit A herein, except as otherwise specified in this
Agreement. Monterey shall not use Carmel’s premises, property (including equipment,
instruments, or supplies) or personnel for any purpose other than in the performance of its
obligations under this Agreement.
5.04. Monterey shall perform all services set forth in Exhibit A in a timely manner
consistent with the time Monterey would perform similar services within its own jurisdiction
whenever possible.
6. PAYMENT CONDITIONS.
6.01. Payment for Monterey’s services under this Agreement shall be made by Carmel
upon the monthly submission to Carmel by Monterey of an invoice for services rendered by
Monterey in the preceding month. Payment shall be made within thirty (30) days after receipt of
such invoice. An additional two percent (2%) will be paid as a late payment carrying charge for
each thirty days of delinquency thereafter. Any disputed invoices shall be brought to Monterey’s
attention within ten (10) days of receipt or invoices will be deemed acceptable.
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6.02. Carmel and Monterey acknowledge that there may be partially completed
projects at both the beginning and the end of term of this Agreement or any extensions thereof.
There will therefore be cases when applicant fees have been paid to Carmel prior to the
beginning of the term of this Agreement but the project is completed during the term of this
Agreement, resulting in Monterey providing services on a project during the term of this
Agreement but not receiving a percentage of the fees paid to Carmel for that project. There will
also be cases when applicant fees are paid to Carmel during the term of this Agreement or any
extensions thereof, but the project is not completed during the term of the Agreement or any
extensions thereof, resulting in Monterey receiving a percentage of the fees for that project but
not completing the services on that project. Carmel and Monterey agree that the payments to
Monterey as provided in Exhibit A shall be deemed fair compensation for the work provided by
Monterey during the term of this Agreement, regardless of the partially completed projects at the
beginning and the end of the term of this Agreement or any extensions thereof.
6.03. Monterey shall receive payment for work performed pursuant to the payment
provisions set forth in Exhibit A, regardless of whether Carmel elects to charge fees. For
projects subject to waivers of fees, Carmel shall calculate the amount of fees otherwise due,
and pay Monterey accordingly.
6.04. Monterey shall not receive reimbursement for travel expenses unless set forth in
Exhibit A herein.
7. TERMINATION.
7.01. During the term of this Agreement, either party may terminate the Agreement for
any reason by giving written notice of termination to the other party at least 30 days prior to the
effective date of termination. In the event of an adverse claim or litigation involving either party
and related to the services of this Agreement, this Agreement may be terminated by either party
giving written notice at least 10 days prior to the effective date of termination. Any termination
notice shall set forth the effective date of termination.
7.02. Carmel may cancel and terminate this Agreement for good cause effective
immediately upon written notice to Monterey. “Good cause” includes the failure of Monterey to
perform the required services at the time and in the manner provided under this Agreement. If
Carmel terminates this Agreement for good cause, Carmel may be relieved of the payment of
any consideration to Monterey, and Carmel may proceed with the work in any manner which
Carmel deems proper. The cost to Carmel shall be deducted from any sum due Monterey under
this Agreement.
7.03. Monterey may cancel and terminate this Agreement for good cause effective
immediately upon written notice to Carmel. “Good cause” includes but is not limited to failure of
Carmel to pay Monterey at the time and in the manner provided under this Agreement or other
failure of Carmel to fulfill its responsibilities set forth in Exhibit A herein. Termination of this
Agreement pursuant to this section shall not be construed to limit Monterey’s right to obtain, by
any means available at law, the amount Carmel still owes Monterey.
8. IMMUNITY. As Carmel’s authorized representative, Monterey shall be
recognized as having rights to any immunities it is entitled to. In no event shall any duties
contained in Exhibit A, or otherwise herein, negate any legal protections or immunities
available to the parties under local, state or federal law. Monterey’s liability, including, without
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limitation, that referenced in Section 9 herein, shall be limited to an amount not to exceed the
fee earned for each project.
9. INDEMNIFICATION.
9.01 Each party shall indemnify, defend and hold harmless the other party, to the extent
allowed by law and in proportion to fault, against any and all third-party liability for claims,
demands, costs or judgments (direct, indirect, incidental or consequential) involving bodily
injury, personal injury, death, property damage or other costs and expenses (including
reasonable attorneys' fees, costs and expenses) arising or resulting from the acts or omissions
of its own officers, agents, employees or representatives carried out pursuant to the obligations
of this Agreement.
9.02 Each party will protect, defend, indemnify and hold harmless the other party
(including their officials, employees and agents as the same may be constituted now
and from time to time hereafter) from and against any and all liabilities, losses,
damages, expenses or costs, whatsoever (including reasonable attorneys’ fees,
costs and expenses), which may arise against or be incurred by the other party as a
result of or in connection with any actual or alleged breach of this Agreement by
either party.
9.03 These indemnity provisions shall survive the termination or expiration of this
Agreement. Further, each party will be liable to the other party for attorneys’ fees,
costs and expenses, and all other costs and expenses whatsoever, which are
incurred by the other party in enforcing these indemnity provisions.
10. INSURANCE
10.01 Each party shall maintain in effect, at its own cost and expense, the following
insurance coverage provided either through a bonafide program of self-insurance,
commercial insurance policies, or any combination thereof as follows:
10.02 Commercial General Liability or Public Liability with minimum limits of $1,000,000
per occurrence and $2,000,000 in the aggregate.
a. Auto Liability including owned, leased, non-owned, and hired automobiles, with a
combined single limit of not less than $1,000,000 per occurrence and $2,000,000 in the
aggregate.
b. If a party employs others in the performance of this Agreement, that party shall
maintain Workers’ Compensation in accordance with California Labor Code section 3700 with a
minimum of $1,000,000 per occurrence for employer’s liability, for the duration of time that such
workers are employed.
c. Each party shall maintain in effect throughout the term of this agreement all risk
property insurance, excluding earthquake and flood, on all permanent property of an insurable
nature in an amount sufficient to cover at least 100% of the replacement costs of said property.
10.03 All insurance required by this Agreement shall:
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a. Be placed (1) with companies admitted to transact insurance business in the
State of California and with a current A.M. Best rating of no less than A:VI or with carriers with a
current A.M. Best rating of no less than A:VII; or (2) disclosed self-insurance with limits
acceptable to the other party.
b. Provide that each party’s insurance is primary and non-contributing insurance to
any insurance or self-insurance maintained by the other party and that the insurance of the
other party shall not be called upon to contribute to a loss covered by a party’s insurance.
c. Subsequent to execution of this Agreement, each party shall file certificates of
insurance with the other party evidencing that the required insurance is in effect.
11. NON-DISCRIMINATION. During the performance of this Agreement, Monterey,
and its subcontractors, shall not unlawfully discriminate against any person because of race,
religious creed, color, sex, national origin, ancestry, physical disability, mental disability, medical
condition, marital status, age (over 40), or sexual orientation, either in Monterey’s employment
practices or in the furnishing of services to recipients. Monterey shall ensure that the evaluation
and treatment of its employees and applicants for employment and all persons receiving and
requesting services are free of such discrimination. Monterey and any subcontractor shall, in the
performance of this Agreement, fully comply with all federal, state, and local laws and
regulations which prohibit discrimination. The provision of services primarily or exclusively to
such target population as may be designated in this Agreement shall not be deemed to be
prohibited discrimination.
12. INDEPENDENT CONTRACTOR. In the performance of work, duties, and obligations
under this Agreement, Monterey is at all times acting and performing as an independent
contractor and not as an employee of Carmel. No offer or obligation of permanent employment
with Carmel or particular Carmel department or agency is intended in any manner, and
Monterey shall not become entitled by virtue of this Agreement to receive from Carmel any form
of employee benefits including but not limited to sick leave, vacation, retirement benefits,
workers’ compensation coverage, insurance or disability benefits.
13. NOTICES. Notices required under this Agreement shall be delivered personally or by
first-class, postage pre-paid mail to Carmel’s and Monterey’s contract administrators at the
addresses listed below:
FOR CARMEL: FOR MONTEREY:
Jason Stilwell
City Administrator
Fred Meurer
City Manager
Carmel-by-the-Sea City Hall
P.O. Box CC City Hall
Carmel-by-the-Sea, CA 93921 Monterey, CA 93940
Ph: (831) 620-2000 Ph. (831) 646-3760
14. MISCELLANEOUS PROVISIONS.
14.01. Conflict of Interest. Monterey represents that it presently has no interest and
agrees not to acquire any interest during the term of this Agreement which would directly or
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indirectly conflict in any manner or to any degree with the full and complete performance of the
professional services required to be rendered under this Agreement.
14.02. Amendment. This Agreement may be amended or modified only by an
instrument in writing signed by Carmel and Monterey.
14.03. Waiver. Any waiver of any terms and conditions of this Agreement must be in
writing and signed by Carmel and Monterey. A waiver of any of the terms and conditions of this
Agreement shall not be construed as a waiver of any other terms or conditions in this
Agreement.
14.04. Contractor. The term “Monterey” as used in this Agreement includes Monterey’s
officers, agents, and employees acting on Monterey’s behalf in the performance of this
Agreement.
14.05. Disputes. Monterey shall continue to perform under this Agreement during any
dispute. Monterey and Carmel hereby agree to make good faith efforts to resolve disputes as
quickly as possible. In the event any dispute arising from or related to this Agreement results in
litigation or arbitration, the prevailing party shall be entitled to recover all reasonable costs
incurred, including court costs, attorney fees, expenses for expert witnesses (whether or not
called to testify), expenses for accountants or appraisers (whether or not called to testify), and
other related expenses. Recovery of these expenses shall be as additional costs awarded to
the prevailing party, and shall not require initiation of a separate legal proceeding.
14.06. Assignment and Subcontracting. Monterey shall not assign, sell, or otherwise
transfer its interest or obligations in this Agreement without the prior written consent of Carmel.
None of the services covered by this Agreement shall be subcontracted without the prior written
approval of Carmel. Notwithstanding any such subcontract, Monterey shall continue to be liable
for the performance of all requirements of this Agreement.
14.07. Successors and Assigns. This Agreement and the rights, privileges, duties, and
obligations of Carmel and Monterey under this Agreement, to the extent assignable or
delegable, shall be binding upon and inure to the benefit of the parties and their respective
successors, permitted assigns, and heirs.
14.08. Compliance with Applicable Law. The parties shall comply with all applicable
federal, state, and local laws and regulations in performing this Agreement.
14.09. Headings. The headings are for convenience only and shall not be used to
interpret the terms of this Agreement.
14.10. Time is of the Essence. Time is of the essence in each and all of the provisions
of this Agreement.
14.11. Governing Law. This Agreement shall be governed by and interpreted under the
laws of the State of California.
14.12. Non-exclusive Agreement. This Agreement is non-exclusive and both Carmel
and Monterey expressly reserve the right to contract with other entities for the same or similar
services.
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14.13. Construction of Agreement. Carmel and Monterey agree that each party has
fully participated in the review and revision of this Agreement and that any rule of construction to
the effect that ambiguities are to be resolved against the drafting party shall not apply in the
interpretation of this Agreement or any amendment to this Agreement.
14.14. Counterparts. This Agreement may be executed in two or more counterparts,
each of which shall be deemed an original, but all of which together shall constitute one and the
same Agreement.
14.15. Authority. Any individual executing this Agreement on behalf of Carmel or
Monterey represents and warrants hereby that he or she has the requisite authority to enter into
this Agreement on behalf of such party and bind the party to the terms and conditions of this
Agreement.
14.16. Integration. This Agreement, including the exhibits and any documents
incorporated by reference, represent the entire Agreement between Carmel and Monterey with
respect to the subject matter of this Agreement and shall supersede all prior negotiations,
representations, or agreements, either written or oral, between Carmel and Monterey as of the
effective date of this Agreement, which is the date that Carmel signs the Agreement.
14.17 Interpretation of Conflicting Provisions. In the event of any conflict or
inconsistency between the provisions of this Agreement and the Provisions of any exhibit or
other attachment to this Agreement, the provisions of this Agreement shall prevail and control.
14.18 Severability. If any of the provisions contained in the Agreement are held illegal,
invalid, or unenforceable, the enforceability of the remaining provisions shall not be impaired
thereby. Limitations of liability and indemnities shall survive termination of the Agreement for
any cause. If a part of this Agreement is valid, all valid parts that are severable from the invalid
part remain in effect. If a part of this Agreement is invalid in one or more of its applications, the
part remains in effect in all valid applications that are severable from the invalid applications.
IN WITNESS WHEREOF, Carmel and Monterey have executed this Agreement as of
the day and year written on the first page herein.
CITY OF MONTEREY CITY OF CARMEL-BY-THE-SEA
By:____________________________ By:______________________________
City Manager City Administrator
Approved as to form: Approved as to form:
________________________ __________________________
Monterey City Attorney Carmel City Attorney
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EXHIBIT A
SCOPE OF SERVICES/PAYMENT PROVISIONS
CITY OF CARMEL-BY-THE-SEA VEHICLE MAINTENANCE SERVICES
Monterey agrees to provide Carmel the same services as currently provided the City of
Monterey vehicle fleet. Said services shall include, but are not limited to, mechanical
maintenance and vehicle repair.
I. City of Monterey Responsibilities:
1) All preventative maintenance (PM) services will be done based on Monterey’s fleet
experience. PM service charges include all fluid, parts, and labor relative to performing
the service.
2) Repairs, component replacement, and repair estimates will be done on an actual
time/material basis. The current contractual labor rate is $102.00 per hour and is the
same rate that is being applied for City of Monterey vehicle maintenance services. The
labor rate is subject to change and Monterey shall give a 30-day written notice before
any changes are made. Repair parts will be acquired through City of Monterey
Mechanical purchasing and charged back to internal and external customers at cost
plus 8%. An additional 2% charge will be added to each work order to cover
miscellaneous items such as waste disposal, small parts, spray lubes, etc. Parts and
labor estimates for major repairs will be given and Carmel must approve all major repair
work in advance.
3) Monterey reserves the right to prioritize and decline work in the event of scheduling
conflicts, emergencies, or lack of expertise in a given area.
4) Monterey Automotive Mechanics have authorization to approve and conduct repair
work up to $350 (eg. air filters, wiper blades). All repairs over $350 must be preapproved
by Carmel’s designated point of contact.
5) Monterey agrees to supply fuel to all vehicles owned by and registered to Carmel.
Fuels normally dispensed to Monterey’s fleet (i.e. gasoline & diesel fuel) will be
available at Monterey’s Card Lock Station at the Corporation Yard, 21 Ryan Ranch
Road. All authorized vehicles and personnel will be issued cards and instructions for
using Monterey’s Card Lock Fuel Station.
6) Fuel will be charged to all customers (internal and external) at 5% over cost to
Monterey, to cover the cost of fuel pump maintenance and fuel management software.
Carmel will be invoiced at the beginning of the month for the preceding month’s fuel. A
complete log of all vehicle fuel records will accompany each invoice for the month being
invoiced. Payment is due and payable no later than 30 days after receipt of invoice by
Carmel. A 10% late payment penalty will be assessed for any payment received after
the 30 day deadline.
II. Preventative Maintenance Schedule
Preventative maintenance services will be performed at 5,000 mile or 100 hour intervals. The
preventative maintenance services will include: oil and filter change, chassis lube and top off all
fluids. It will also include tire rotation and inspection of the brakes, tires, frame, suspension,
exhaust, body, and interior, as well as all under hood components (i.e. belts, hoses, etc.). Other
levels of service will be performed according to the vehicle manufacturers’ recommendations.
III. Carmel Responsibilities
All of Carmel’s vehicles requiring service or repair shall be delivered and picked up at Monterey’s
Corporation Yard at Ryan Ranch by Carmel personnel. Preventative maintenance and repairs will
be invoiced to Carmel upon completion of work. Payment is due by Carmel 30 days after receipt of
each invoice from Monterey. A 10% late payment penalty will be assessed for any payment
received after the 30 day deadline.
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