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HomeMy WebLinkAboutReso - CC - 093-1999RESOLUTION NO. 93-1999 RESOLUTION OF THE CITY COUNCIL OF THE CITY OF BURLINGAME APPROVING AGREEMENT BETWEEN THE CITY OF BURLINGAME AND THE CITY OF BRISBANE 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, the City of Brisbane wishes to have some of its vehicles and equipment serviced by the Burlingame Fire Department; and WHEREAS, this arrangement will save Brisbane, provide additional revenue to the City, and enhance the working relationships between Brisbane 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 signature of the Manager. MAYOR I, JUDrM 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 the B day of Seotember 1999, and was adopted thereafter by the following vote: AYES: COUNCILMEM 3ERS: GALLIGAN, JANNEY, KNIGHT, O'MAHONY, SPINELLI NOES: COUNCILMEMBERS: NONE ABSENT: COUNCILMEMBERS: NONE ff DEPUTY CITY CLERK AGREEMENT BETWEEN THE CITY OF BRISBANE AND THE CITY OF BURLINGAME FOR PROVISION OF MAINTENANCE AND REPAIR SERVICES ON FIRE DEPARTMENT VEHICLES This Contract is entered into this 26 day of July , 1999, by and between the CITY OF BRISBANE [hereinafter BRISBANE] and the City of Burlingame [hereinafter Burlingame]. This Contract is intended to allow Brisbane to have its Fire Department 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 ach 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. Brisbane 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 Brisbane showing in detail the services performed under this Contract to date of termination that have not previously been paid for by Brisbane. Brisbane agrees to compensate Burlingame for services actually performed under this Contract and not previously paid for, based upon time and materials charged in accordance with Section C(1) below. 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 Brisbane for authorization to proceed. Before seeking any necessary Brisbane approval to proceed with repairs, Burlingame shall check for parts availability and inform Brisbane if there are any parts availability problems that may affect the repairs. If parts are unavailable. Brisbane may authorize Burlingame to order the necessary parts. Following Brisbane 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 to Brisbane 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. Brisbane understands and agrees that Burlingame may not be able to provide service or repair on the timely basis that Brisbane requires in some instances, because of personnel shortages, equipment unavailability, or prior commitments. When these occasions arise, Brisbane may request Burlingame to provide a written statement of the estimated time when the service or repair will be available. However, when these occasions arise, Brisbane 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 Brisbane 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, Brisbane 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 Brisbane any instance of damage to District vehicles or pieces of equipment while being serviced or operated by Burlingame personnel. Burlingame shall be responsible for repair of any damage caused by the negligent act or omission of any employee or agent of Burlingame or any of its subcontractors. 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) days following the month of service to Brisbane at the following address: Brisbane b. TIME OF PAYMENT. Brisbane shall pay invoices within thirty-five (3 5) days of submission. However, Brisbane may determine that it will pay only a portion of an invoice because of a dispute over a specified item or charge. Should Brisbane determine that it will not pay the entire invoice submitted. Brisbane shall specify in writing to Burlingame what the items) disputed are and what the reason for the disagreement is no later than the thirty-fifth (35th) day after submission of the invoice. Brisbane shall pay the balance of the invoice that is not in dispute. However, payment of an invoice does not waive the right of Brisbane 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 thuty-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. Brisbane 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. BYBURLINGAME. Brisbane 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, Brisbane 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 Brisbane vehicles to be serviced and repaired under this Contract. To Brisbane: To Burlingame: Chief Brisbane Fire Department 3445 Bayshore Blvd. Brisbane, CA 94005 Chief Burlingame Fire Department 5 01 Primrose Road Burlingame, CA 94010 3. MERGER; ENTIRE AGREEMENT; AUTHORITY. This Contract contains the entire and integrated agreement between Brisbane and Burlingame and supersedes all prior negotiations, representations and agreements, whether written or oral, unless otherwise expressly provided in this Contract. 4. SURVIVAL. Notwithstanding Brisbane'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 Brisbane 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 Brisbane 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 Maj eure. 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 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 loan 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 replacement ON 0