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HomeMy WebLinkAboutReso - CC - 020-1999RESOLUTION NO. 20-1999 RESOLUTION OF THE CITY COUNCIL OF THE CITY OF BURLINGAME APPROVING AGREEMENT BETWEEN THE CITY OF BURLINGAME AND THE COLMA FIRE PROTECTION DISTRICT TO PROVIDE VEHICLE MAINTENANCE RESOLVED, by the City Council of the City of Burlingame: WHEREAS, the City of Burlingame Fire Department has been providing vehicle maintenance and repair for both its own vehicles and those of some neighboring fire departments; and WHEREAS, Colma Fire Protection District wishes to have some of its vehicles and equipment serviced by the Burlingame Fire Department; and WHEREAS, this arrangement will save Colma Fire Protection District money, provide additional revenue to the City, and enhance the working relationships between the Fire District and the City, NOW, THEREFORE, IT IS RESOLVED AND ORDERED: 1. The City Manager is authorized and directed execute the Agreement attached hereto as Exhibit A by and on behalf of the City. 2. The Clerk is directed to attest to the signat F Of the Manager. MAYOR I, JUDITH A. MALFATTI, City Clerk ofthe City ofBurlingame, do hereby certify that the foregoing resolution was introduced at a regular meeting of the City Council held on the15—dayof MARCH 1999, and was adopted thereafter by the following vote: AYES: COUNCILMEMBERS: GALL I GAN, JANNEY, KNIGHT, 0' MAHONY, SP I NELL I NOES: COUNCILMEMBERS: NONE ABSENT: COUNCILIVIEMBERS: NONE drW CLERK AGREEMENT BETWEEN COLMA FIRE PROTECTION DISTRICT AND THE CITY OF BURLINGAME FOR PROVISION OF MAINTENANCE AND REPAIR SERVICES ON FIRE DISTRICT VEHICLES This Contract is entered into this J_ day of 1 cz , 1999, by and between the COLMA FIRE PROTECTION DISTRICT [hereinafter District] and the City of Burlingame [hereinafter Burlingame]. This Contract is intended to allow District to have its vehicles serviced by Burlingame and to establish the expectations and obligations of each party with regard to such service. Nothing in this Agreement is intended to modify or interfere with any agreement that each party may have with its own employees or contractors or agents. A. TERM OF CONTRACT 1. CONTRACT TERM. The term of this Agreement will be for a period of one year from the date written above. The Agreement shall be automatically renewed for a single one-year term at the end of the first year, unless one of the two parties gives written notice to the other at least thirty (30) days in advance of the expiration of the first term. 2. OTHER SERVICES. District reserves the right to have its vehicles serviced by other persons as it may deem convenient. However, any warranties, guarantees, or indemnities provided by Burlingame under this Agreement may become null and void when a vehicle subject to such warranty, guarantee, or indemnity under this Agreement is serviced by a person other than Burlingame. See Section C(1) below. 3. TERMINATION. Either party may terminate this Agreement by giving thirty (30) days' written notice to the other. Upon receipt of such notice, Burlingame shall, unless the notice directs otherwise, discontinue all services in connection with the performance of this Contract and shall proceed to promptly cancel all existing orders and contracts insofar as such orders or contracts are chargeable to this Contract. As soon as practicable after receipt of notice of termination, Burlingame shall submit a statement to District showing in detail the services performed under this Contract to date of termination that have not previously been paid for by the District. District agrees to compensate the Burlingame for that portion of the prescribed charges that the services actually performed under this Contract and not previously paid for bear to the total services required. February 11, 1999 autoshopfnl.dst.wpd B. SCOPE OF SERVICES 1. SCOPE OF SERVICES. Burlingame shall provide all superintendence, labor, apparatus, parts, tools, and materials necessary to provide preventive maintenance, repair, and service as generally listed in Exhibit A hereto. 2. ASSIGNMENT; SUBCONTRACTING. District agrees and understands that there are certain vehicles and certain repair and service work that Burlingame may find that it is either not qualified or capable of performing. When Burlingame finds such a situation exists as to a particular vehicle that District has delivered to Burlingame for service, Burlingame shall notify District in writing of the situation and reasons therefor. Burlingame may suggest and with District's concurrence, may subcontract work to qualified subcontractors for repair or maintenance. Burlingame shall inform District of the warranties and guarantees offered by those subcontractors, which may differ from the warranties and guarantees offered by Burlingame. 3. INDEPENDENT CONTRACTOR. In performing the obligations under this Contract, Burlingame shall act as an independent contractor solely for its own account and not as an agent, representative, or employee of District. No employee, agent, or representative of Burlingame shall be considered an employee of District nor be eligible for any benefits, rights, or privileges available to District employees. 4. PERSONNEL. a. EMPLOYEES. The selection, assignment, reassignment, transfer, supervision, management, and control of Burlingame employees in performance, of this work statement shall be the sole responsibility of Burlingame. b. QUALIFICATIONS. (i) Burlingame shall ensure that Burlingame employees possess a valid driver's license for the type of vehicle to be operated as required by California law. (ii) Burlingame is responsible for maintaining qualified mechanics for performing the services offered. 5. DISTRICT OBSERVATION. District personnel may from time to time observe Burlingame's operations under this Agreement. However, these personnel may not interfere with Burlingame's performance. February 11, 1999 autoshopfnl.dst.wpd 2 6. VEHICLE/PIECE OF EQUIPMENT PREVENTIVE MAINTENANCE. a. GENERAL. On request, Burlingame shall maintain vehicles and pieces of equipment to meet standards established by the original equipment manufacturer and as further amended by agreement between the parties. Burlingame shall perform maintenance and repair service on all vehicles and pieces of equipment covered by this Contract in its facilities in Burlingame. It is not expected that Burlingame shall provide any services under this Contract outside the city limits of Burlingame. 7. REPAIR AND WARRANTY WORK Burlingame shall provide repair and warranty work on an as -requested basis. Warranty work shall be provided when repairs fall into categories covered by equipment or parts warranties or in response to manufacturers' directives for corrective action. All work shall be done in conformance with manufacturers' manuals. At all times, Burlingame shall ensure that shop procedures and controls provide thorough documentation, accountability, and responsiveness. Once the cause of a breakdown or deficiency is identified, the Burlingame Service Manager shall scope the cost of repairs and estimate the time required to effect the repair and notify District for authorization to proceed. Before seeking any necessary District approval to proceed with repairs, Burlingame shall check for parts availability and inform District if there are any parts availability problems that may affect the repairs. If parts are unavailable, District may authorize Burlingame to order the necessary parts. Following District authorization, Burlingame shall then schedule the initiation of repair immediately if parts are available, or as soon as ordered parts are received. Repairs shall be completed as soon as possible. Upon completion of repairs, Burlingame shall check and operationally test the vehicle or piece of equipment to ensure its condition and operation are satisfactory before it is released for normal use. 8. AVAILABILITY. Because this Contract is non-exclusive, prior scheduling of maintenance and repair is generally required. Maintenance and repair services are generally only available from 0800 to 1800 during the day, seven days a week. District understands and agrees that Burlingame may not be able to provide service or repair on the timely basis that District requires in some instances, because of personnel shortages, equipment unavailability, or prior commitments. When these occasions arise, District may request Burlingame to provide a written statement of the estimated time when the service or repair February 11, 1999 autoshopfnl.dst.wpd 3 will be available. However, when these occasions arise, District shall not be entitled to any damages or other claims against Burlingame, nor shall these occasions be considered defaults by Burlingame under this Contract. 9. ADMINISTRATION. a. MEETINGS. The Burlingame Service Manager and the designated representative of District shall meet on a regular and as -needed basis to discuss the management of the Contract and concerns about particular work or vehicles. b. MAINTENANCE MANUALS AND SHOP MANUALS. Burlingame has many of the necessary maintenance manuals and relevant documents for performing the work under the Contract. However, District shall cooperate with Burlingame in providing any manuals or documents it may have upon request of Burlingame. c. DAMAGE TO VEHICLES BEING SERVICES. Burlingame shall promptly report to District any instance of damage to District vehicles or pieces of equipment while being serviced or operated by Burlingame personnel. d. INFORMATION MANAGEMENT. It shall be the responsibility of District to document any maintenance or service history regarding a particular vehicle. Burlingame shall maintain records of its servicing and repair of vehicles and shall cooperate with District in providing those records in a form that is usable by District in its own record-keeping systems. Because this is a non-exclusive agreement, Burlingame shall not be responsible for providing a maintenance history or evaluation of particular vehicles except insofar as Burlingame maintains records of the work actually performed by Burlingame on any particular vehicle. 10. INDEPENDENT REVIEW. If a malfunction in a vehicle or piece of equipment indicates to District that Burlingame may not have adequately performed a repair or service under this Contract, designated representatives of Burlingame and District shall meet to discuss the matter. Should District determine that an independent consultant is appropriate to determine the cause of the malfunction, District may obtain the services of a mutually agreed-upon consultant to determine whether Burlingame was responsible for the occurrence of or the failure to prevent the malfunction. C. CONTRACT PRICE 1. TIME AND MATERIALS. District agrees and understands that services under this Contract will be provided on a time and materials basis. Upon request of District, February 11, 1999 autoshopfnl.dst.wpd 4 Burlingame will provide an estimate of the time and materials costs involved in a particular service or repair before beginning work, and District agrees that the cost of the service or repair may deviate up to ten percent (10%) above the cost estimate before additional authorization is required to complete the service. Burlingame guarantees the quality and quantity of its work under this Contract. Burlingame warrants and guarantees all maintenance and repairs that it performs on vehicles and pieces of equipment. However, because this Contract is nonexclusive, Burlingame's guarantees and warranties cannot and do not apply if the vehicle or piece of equipment subsequently receives service from another vendor and it cannot be conclusively demonstrated that Burlingame's service caused the defect, problem, or difficulty. a. SUBCONTRACTS. Burlingame shall charge District for outside services as utilized and as documented in Burlingame's Work Orders. Such services shall be marked up by ten percent (10%) to pay for the expenses incurred by Burlingame in obtaining and administering the outside services. District may find that directly contracting for such outside services will save the District money. This ten percent (10%) surcharge shall not apply if the District chooses to directly contract for such outside services. Warranties and guarantees for subcontracted work shall be those given by the subcontractor. Warranties and guarantees for work performed by Burlingame in connection with that subcontracted work shall be as stated above. b. PARTS AND SUPPLIES. All parts and supplies shall be billed at cost to Burlingame except for oil and filters, which shall be marked up by fifteen percent (15%) to account for the costs of used oil and crushed filter pick-up. c. LABOR RATE. The labor rate at the time of this Contract shall be Fifty and no/00 dollars ($50.00) per hour. This rate shall be automatically adjusted by the percentage change whenever the hourly rate of pay for the Burlingame employee classifications performing is changed pursuant to a memorandum of understanding between the employee organization representing that classification and Burlingame. Burlingame shall provide thirty (30) days prior written notice before any such change takes effect as to this Contract. 2. PAYMENT. The Contract Charges accruing during a given calendar month shall be paid to Burlingame at 501 Primrose Road, Burlingame, California 94010. a. SUBMITTAL OF INVOICES. Burlingame shall submit invoices on a monthly basis in arrears for actual services provided and costs incurred. Invoices shall include an itemization of parts, labor, and outside services. Invoices shall be provided within ten (10) February 11, 1999 autoshoptnLdst.wpd 5 days following the month of service to the District at the following address: Colma Fire Protection District, 50 Reiner Street, Colma, CA 94010. b. TIME OF PAYMENT. District shall pay invoices within thirty-five (35) days of submission. However, District may determine that it will pay only a portion of an invoice because of a dispute over a specified item or charge. Should District determine that it will not pay the entire invoice submitted, District shall specify in writing to Burlingame what the item(s) disputed are and what the reason for the disagreement is no later than the thirty-fifth (35th) day after submission of the invoice. District shall pay the balance of the invoice that is not in dispute. However, payment of an invoice does not waive the right of District to later determine that an item or charge was not proper or justified and to pursue its remedies regarding such an item or charge. In the event that amounts not in dispute are not paid within thirty-five (35) days of the invoice date, interest shall be paid on these amounts at the rate of one and one-half percent (1-1/2%) per month on the unpaid balance computed from the thirty-sixth (36th) day until the date paid. 3. AUDIT. District or its authorized agent shall have the right to examine all records and data of Burlingame concerning Burlingame's performance and cost accounting under this Contract at any reasonable time. D. INSURANCE AND INDEMNIFICATION 1. INSURANCE. a. BY BURLINGAME. District understands and agrees that Burlingame is self-insured for almost all liability, workers compensation, and property damage losses, including any that may be suffered because of, or related to, the services to be performed under this Contract. Specifically, District agrees that Burlingame shall not be required to, nor does Burlingame intend to, procure or purchase any property insurance to provide indemnity coverage on the District vehicles to be serviced and repaired under this Contract. b. BY DISTRICT. Burlingame understands and agrees that District has its own insurance program for liability, workers compensation, and property damage losses. 2. INDEMNIFICATION. The following express indemnification agreements shall apply to this Contract: a. Burlingame shall indemnify and hold harmless District, its boards, commissions, officers, employees, and agents, both elected and appointed, from and against all claims of liability to third parties (including Burlingame, and Burlingame's subcontractors and their employees; employees, associates and other persons assisting Burlingame on a paid or February 11, 1999 autoshop(nl.dstwpd 6 voluntary basis) for injury to or death of persons, or loss of or damage to property proximately caused by the negligent, wilful misconduct, or other conduct for which Burlingame may be held liable under State or Federal law directly arising out of or directly in connection with the performance of maintenance or repair of District vehicles under this Contract. However, this provision shall not apply to liability arising solely from the negligent actions or wilful misconduct of District in operating the vehicles. Neither shall this provision apply to liability arising solely from negligent acts or wilful misconduct committed by District, its officers, agents, or employees while in Burlingame. 3. DEFENSE OF SUITS. Burlingame shall defend all suits brought upon such claims and pay all costs and expenses incidental thereto. District shall have the right, at its own expense, to participate in the defense of any suit, without relieving Burlingame of any obligation hereunder. 4. NOTICE OF CLAIMS AND LITIGATION. District shall give Burlingame prompt notice in writing of the institution of any suit or proceeding by filing a claim in the form required by the Burlingame Municipal Code and permit Burlingame to defend same, and shall give all needed information to do so. Burlingame shall similarly give District immediate notice of any suit or action filed or prompt notice of any claim arising out of the performance of the Contract. Burlingame shall promptly furnish District with copies of all pertinent papers received by Burlingame regarding such a claim or lawsuit. E. GENERAL PROVISIONS 1. APPLICABLE LAWS. This Contract is subject to all laws of the federal government of the United States of America and the laws of the State of California. All duties of either party shall be performable in San Mateo County, California. The applicable law for any legal disputes arising out of this Contract shall be the law of the State of California, and the forum and venue for such disputes shall be the appropriate superior or municipal court in and for San Mateo County, California. 2. NOTICES. All notices required or permitted hereunder shall be in writing (unless another medium is expressly authorized herein) and will be deemed delivered upon the earlier of the following: (1) the day when actually received or (2) the third (3rd) Business Day following deposit in a United States Postal Service post office or receptacle with proper postage affixed (certified mail, return receipt requested) and addressed to the respective other party as follows: February 11, 1999 autoshopfnl.dst.wpd 7 To District: Chief Colma Fire Protection District 50 Reiner Street Colma, CA 94014 To Burlingame: Chief Burlingame Fre Department 501 Primrose Road Burlingame, CA 94010 3. MERGER; ENTIRE AGREEMENT; AUTHORITY. This Contract contains the entire and integrated agreement between District and Burlingame and supersedes all prior negotiations, representations and agreements, whether written or oral, unless otherwise expressly provided in this Contract. 4. SURVIVAL. Notwithstanding District's acceptance of services and payment of any charges or purchase price therefor, and notwithstanding the expiration of the Contract Term, Burlingame shall remain obligated to District under all provisions of this Contract which expressly or by their nature extend beyond and survive such acceptance and payment. 5. FORCE MAJEURE. Timely performance by both parties is essential to this Contract. However, neither District nor Burlingame shall be liable for delays in performing its obligations to the extent the delay is caused by Force Majeure, provided that no time extension because of Force Majeure shall ever be allowed unless: (a) promptly upon the occurrence of a Force Majeure, the party whose performance is delayed thereby shall provide the other party with written notice of the cause and extent thereof as well as request for a time extension equal to the estimated duration thereof; and (b) within seven (7) calendar days of the cessation of the Force Majeure, the party whose performance was delayed shall provide the other party with written notice of the actual delay incurred, upon receipt of which the time of the delayed performance shall be extended for the time actually lost by reason of the Force Majeure. 6. NON -WAIVER. Failure of either party to insist upon strict performance of any of the terms and conditions hereof, or failure or delay to exercise any rights or remedies provided herein or by law, or failure of either party to notify the other properly in the event of default shall not release the other party from any of the obligations of this contract, and shall not be deemed a waiver of any right of the parties to insist upon strict performance hereof or any of its rights or remedies as to prior or subsequent default hereunder. February 11, 1999 autoshopfnl.dst.wpd 8 7. REMEDIES CUMULATIVE. The rights and remedies contained in this Contract shall not be exclusive but shall be cumulative of all rights and remedies now or hereafter existing whether by statute, at law, or in equity; provided, however, neither party may terminate its duties under this Contract except in accordance with the provisions hereof. 8. AMENDMENTS OR MODIFICATIONS. No amendments or modifications of any kind to this Contract shall have any effect or be binding on either party unless the modification or amendment is in writing signed by both parties. This Contract is entered into on the date first written above. COLMA FIRE PROTECTION DISTRICT By,� c Recommended by: ATTEST: APPROVED AS TO FORM: District Counsel 6y'� autoshopfn1.dst.wpd 9 CITY OF BURLINGAME Recommended by: Chief, Burlingame Fire Department ATTEST: City Clerk APPROVED AS TO FORM: City Attorney February 11, 1999 EXHIBIT A OUTLINE OF MAINTENANCE AND REPAIR General repairs provided: — Brake work — Drive lines — Pump packing — Valving Electrical lighting and wiring Batteries — Starters and alternators — Gauges Repair work not offered: — Engine replacement, overhaul or rebuilding — Transmission replacement, overhaul, or rebuilding — Pump replacement, overhaul, or rebuilding Preventative maintenance offered: — Safety inspections pursuant to an agreed-upon checklist (vehicle and equipment) — Oil and oil filter changes and lubrication of chasses Transmission oil changes -- Filter changes and replacements (transmission, hydraulic, coolant, fuel, air) Cartridge changes and replacements February 11, 1999 autoshopfnl.dst.wpd A-1