Loading...
AGR-6974 - EAST ORANGE COUNTY WATER DISTRICT (EOCWD) - AGREEMENT TO PERFORM FLEET EQUIPMENT MAINTENANCE SERVICESP,-617L1 AGREEMENT TO PERFORM FLEET EQUIPMENT MAINTENANCE SERVICES THIS AGREEMENT is made and entered into to be effective this 4h day of M new 2020, by and between the EAST ORANGE COUNTY WATER DISTRICT, a county water district formed and existing pursuant to California Water Code Sections 34000 et seq. ("EOCWD") and the CITY OF ORANGE, a municipal corporation ("City"). RECITALS WHEREAS, EOCWD and City are local agencies, and each of them owns and operates a fleet of motorized equipment in the performance of its functions; and WHEREAS, with the staffing and equipment employed by City for the maintenance of its own fleet equipment and vehicles, City has the capability of providing services to assist EOCWD in the maintenance of EOCWD's fleet equipment and vehicles; and WHEREAS, California Government Code Section 54981 permits a local agency to contract with another local agency for performance by the latter of municipal services or functions within the territory of the former; and WHEREAS, EOCWD desires to contract with City, and City has offered to provide services to EOCWD, with respect to the inspection and maintenance of EOCWD's fleet equipment and vehicles as provided herein. NOW, THEREFORE, in consideration of the mutual promises set forth herein, the parties hereto agree as follows: Section l: Services to be Provided. City shall provide an initial inspection with recommendations made, if necessary, to bring EOCWD's vehicles up to City's and/or manufacturers' standards and City shall provide ongoing maintenance and repair services, based upon City's standards for City's vehicles, to EOCWD for EOCWD's equipment fleet identified herein. 1.1 Equipment Covered. The EOCWD fleet covered by this Agreement is described in Exhibit "A," attached hereto and by this reference incorporated herein. With the prior mutual written agreement of the parties set forth in the form of an addendum to this Agreement approved and executed by their respective Managers, equipment may be added to or removed from the covered equipment listed in this paragraph. 1.3 Scheduling and Location of Work. City will contact EOCWD to schedule regular preventative maintenance, in accordance with the schedule as reflected by the fleet maintenance program. EOCWD will contact City to schedule all other work. All services performed by City under this Agreement will be scheduled by City in consultation with EOCWD for mutual convenience and to accommodate City's scheduling of both EOCWD's and its own fleet maintenance work. Location and hours of operation for the City Fleet Maintenance facilities are as follows: Monday to Thursday 6:00 a.m. to 3:30 p.m. Preventative maintenance services will be performed at City's equipment yard at 637 W. Struck Ave., Orange, CA 92867. EOCWD will arrange for transport, at its own expense, of the equipment to City's Fleet Maintenance facilities at the location and during the hours listed above. EOCWD will arrange for any substitute equipment in the event necessary when EOCWD equipment is unavailable during service. City will, if personnel are available, provide roadside assistance of an EOCWD vehicle in an emergency, if the vehicle is within the City of Orange city limits. City will not provide any roadside assistance for tire related problems. 1.4 Warranty of Workmanship. City agrees to warrant its workmanship on each service and repair for a period of thirty (30) days from completion of the work. The foregoing shall not in any way limit the guarantee on any furnished part for which the part manufacturer gives a guarantee for a longer period. Any work that fails during the thirty (30) day warranty of workmanship period due to the fault of City workmanship will be repaired without charge. Repairs needed due to faulty parts, whether covered by manufacturer warranty or not, will be charged at City labor charge rates. 1.5 Service Records. City shall promptly fumish EOCWD with a copy of the work order for each completed maintenance, service or repair, including any work performed by outside vendors. Each work order will contain a detailed listing of all parts installed, labor hours, and other services rendered to the vehicle. Section 2: General Requirements for Services. Services will be performed by City employees; provided, however, City reserves the right to subcontract in the future for any or all of the services to be furnished under this Agreement. Section 3: Billing and Payment. City will bill EOCWD for all services completed. The rates for the services shall be as set forth in the table below: Labor 84 /hour Includes all City benefits and overhead. 126 / hour overtime Time will be rounded to nearest tenth of an 168 / hour on Sunday and Holiday hour.) Parts and Materials City Cost Plus 20% handling fee EOCWD shall remit payment to City within thirty (30) days of receipt of invoice. Section 4: Condition of Equipment: Responsibilities Not Assumed. Except as provided in Section 1.4, City assumes no responsibility for the condition of EOCWD equipment and makes no other warranty, either express or implied, and hereby disclaims all warranties implied, statutory or otherwise with respect to the work, services and parts provided under this Agreement, and assumes no responsibility for any damage or injury that may result from any defect therein. The foregoing shall be in addition to and not in derogation of any immunities to which City may be entitled by law. Vehicle Maintenance Agreement — City of Orange and East Orange County Water District 2 Section 5: Compliance With Laws. Each of the parties shall comply with all applicable laws, ordinances, codes, and regulations, whether local, state, or federal. Section 6: Separate Fleets: Independent Contractor Status. Nothing in this Agreement shall be construed to make EOCWD's equipment a part of City's fleet for any purpose. EOCWD shall have full responsibility for, obtaining and maintaining all required permits, applications, approvals and the like from the appropriate governing agencies having jurisdiction over EOCWD's equipment and operations, and City shall have no liability therefor. This Agreement is by and between EOCWD and City, and is not intended and shall not be construed so as to create the relationship of agent, servant, employee, partnership, joint venture or association, as between EOCWD and City. Section 7: Designated Representatives; Communications. The parties agree that communications regarding scheduling of work, billing and all other operational communications under this Agreement shall be through their respective Designated Representatives, and that each party shall be bound by communications from its Designated Representatives. City hereby designates as its Designated Representative: Alan Truong, PE Field Services Manager City of Orange 300 E. Chapman Ave. Orange, CA 92866 714-532-6480 atruong@cityoforange.org EOCWD hereby designates as its Designated Representative: Lisa Ohlund General Manager East Orange County Water District 185 N. McPherson Road Orange, CA 92869 714)538-5815 lohlund@eocwd.com Each party may change its Designated Representative from time to time by notifying the other party of the name and contact information of the new Designated Representative. Section 8: Insurance. City is self -insured and shall maintain appropriate general liability, automobile liability and workers' compensation coverage. City will look to its self- insurance coverage for incidents caused by the negligent or intentional acts of its employees only. EOCWD shall maintain appropriate insurance to cover liability exposure for the negligent or intentional acts of its employees. Vehicle Maintenance Agreement — City of Orange and East Orange County Water District 3 Section 9: Term. This Agreement shall have a term of three (3) years from its above - recited effective date. Either party may, at any time after execution of this Agreement, terminate this Agreement, in whole or in part, for convenience, upon thirty (30) days' advance written notification to the other party. Following the end of the initial term, the Agreement may be renewed by the mutual written agreement of the parties. During each July of this Agreement, applicable billing rates may be reviewed and adjusted to reflect increased labor costs. Section 10: Notices. Except as otherwise provided in Section 7, any notice or other document and all billings and payments required or permitted to be given by either party to the other party shall be deemed received upon delivery in person to the recipient or two (2) business days after the date of deposit in the United States mail in the State of California, with first-class postage prepaid, and addressed to the party for whom intended at the following address or upon receipt of facsimile or electronic mail transmission provided that a copy is mailed by first-class mail on the facsimile or electronic mail transmission date: To City: City of Orange 300 E. Chapman Avenue Orange, CA 92866 Attn: Keith Marian E-mail: kmarian@cityoforange.org To EOCWD: East Orange County Water District 185 N. McPherson Road Orange, CA 92869 Attn: General Manager E-maiI:Iohlund@eoewd.com Either party may change its above notice address by written notice given to the other party in the manner provided for in this section. Section 11: Successors and Assigns; Entire Agreement. No party may assign its rights or obligations under this Agreement without the prior written consent of the other parties to this Agreement, except as provided in Section 2. This Agreement shall be binding upon and inure to the benefit of the successors and assigns of City and EOCWD. This Agreement constitutes, the entire agreement between City and EOCWD and supersedes all prior understandings and agreements between the parties with respect to the subject hereof. . Section 12: Amendments. This Agreement may be amended only in writing signed by the parties hereto. I Section 13: Jurisdiction and Venue. This Agreement shall be construed under the laws of the State of California in effect at the time of the signing of this Agreement. The parties consent to the jurisdiction of the California courts with venue in Orange County. Section 14: Titles and Captions. Titles and captions are for convenience of reference only and do not define, describe or limit the scope or the intent of this Agreement or of any of its Vehicle Maintenance Agreement — City of Orange and East Orange County Water District 4 terms. References to section numbers are to sections in this Agreement, unless expressly stated otherwise. Section 15: No Waiver. A waiver by any party of a breach of any of the covenants, conditions or agreements under this Agreement to be performed by the other party shall not be construed as a waiver of any succeeding breach of the same or other covenants, agreements, restrictions or conditions of this Agreement. Section 16: Severability. If any tern, provision, condition or covenant of this Agreement or its application to any party or circumstances shall be held, to any extent, invalid or unenforceable, the remainder of this Agreement, or the application of the term, provision, condition or covenant to persons or circumstances other than those as to whom or which it is held invalid or unenforceable, shall not be affected, and shall be valid and enforceable to the fullest extent permitted by law. Section 17: Legal Advice. Each party represents and warrants to the other the following: it has carefully read this Agreement, and in signing this Agreement, it does so with full knowledge of any right which it may have; it has received independent legal advice from its legal counsel as to the matters set forth in this Agreement, or has knowingly chosen not to consult legal counsel as to the matters set forth in this Agreement; and, it has freely signed this Agreement without any reliance upon any agreement, promise, statement or representation by or on behalf of the other party, or its respective agents, employees, or attorneys, except as specifically set forth in this Agreement, and without duress or coercion, whether economic or otherwise. Section 18: Cooperation. Each party agrees to cooperate with the other and agrees to sign any and all documents which may be reasonably necessary, helpful, or appropriate to carry out the purposes and intent of this Agreement. Section 19: Counterparts. This Agreement may be signed in multiple counterparts which, when signed by the parties hereto, shall constitute a binding agreement. Section 20. No Third Party Beneficiaries. No'customer or other person or entity other than EOCWD and City shall be deemed to be a third party beneficiary hereof, and nothing in this Agreement, either express or implied, is intended to confer upon any customer or other person or entity, other than the parties and their respective successors and assigns, any rights, remedies, obligations, or liabilities under or by reason of this Agreement. Remainder of page intentionally left blank] Vehicle Maintenance Agreement — City of Orange and East Orange County Water District 5 IN WITNESS WHEREOF, this Agreement has been executed in the names of the respective parties by their duly authorized officers, effective as of the day and year first above written. EAST ORANGE COUNTY WCT ByOC Lisa O lund, General Manager APPROVED AS TO FORM: ATKINSON, ANDELSON, LOYA, RUUD & ROMO By, By Rt c tto, City Manager M>> KelV ZA•L•V.YIC0lY0]:1a$ BY t"Ak% Mary E. B ping, Sr. Asst. C ttomey Vehicle Maintenance Agreement — City of Orange and East Orange County Water District 6 SCHEDULE OF VEHICLES Make and Model Description 2000 Vactor Diesel Combo Truck VIN# 2FZ6BJBB81AH61833 2018 VactorJetter VIN# IFVAG5FE3JHJX8220 2018 Vac Con combo VIN# 1FVHG3FE6KHKC3067 2006 C-4500 CCTV Camera Van VIN # IGBE4VIG46F410510 1231